Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 21, 2023 | Sep. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Cineverse Corp. | ||
Trading Symbol | CNVS | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 11,682,903 | ||
Entity Public Float | $ 58,637,073.46 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001173204 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Mar. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-31810 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 22-3720962 | ||
Entity Address, Address Line One | 244 Fifth Avenue | ||
Entity Address, Address Line Two | Suite M289 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | (212) | ||
Local Phone Number | 206-8600 | ||
Title of 12(b) Security | CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Iselin, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 7,152 | $ 13,062 |
Accounts receivable, net of allowance of $0 and $2,921, respectively | 20,846 | 30,843 |
Unbilled revenue | 2,036 | 2,349 |
Employee retention tax credit | 2,085 | |
Prepaid and other current assets | 5,458 | 5,909 |
Total current assets | 37,577 | 52,163 |
Equity investment in A Metaverse Company, a related party, at fair value | 5,200 | 7,028 |
Property and equipment, net | 1,833 | 1,980 |
Intangible assets, net | 19,868 | 20,034 |
Goodwill | 20,824 | 21,084 |
Other long-term assets | 2,686 | 2,347 |
Total assets | 87,988 | 104,636 |
Current liabilities | ||
Accounts payable and accrued expenses | 34,531 | 52,025 |
Line of credit, including unamortized debt discount of $76 and $0, respectively (see Note 5) | 4,924 | |
Current portion of deferred consideration on purchase of business | 3,788 | 3,432 |
Current portion of earnout consideration on purchase of business | 1,444 | 1,081 |
Operating lease liabilities | 418 | 258 |
Current portion of deferred revenue | 226 | 196 |
Total current liabilities | 45,331 | 56,992 |
Deferred consideration on purchase - net of current portion | 2,647 | 5,600 |
Earnout consideration on purchase – net of current portion | 603 | |
Operating lease liabilities, net of current portion | 863 | 491 |
Other long-term liabilities | 74 | |
Total liabilities | 48,915 | 63,686 |
Commitments and contingencies (see Note 6) | ||
Stockholders’ Equity | ||
Preferred stock, 15,000,000 shares authorized; Series A 10% - $0.001 par value per share; 20 shares authorized; 7 shares issued and outstanding, respectively. Liquidation preference of $3,648. | 3,559 | 3,559 |
Common stock, $0.001 par value; Class A stock 275,000,000 shares authorized at March 31, 2023 and 2022, 9,413,597 and 8,831,471 shares issued and 9,347,805 and 8,765,679 shares outstanding at March 31, 2023 and 2022, respectively. | 185 | 174 |
Additional paid-in capital | 530,998 | 522,601 |
Treasury stock, at cost; 65,792 shares | (11,608) | (11,608) |
Accumulated deficit | (482,395) | (472,310) |
Accumulated other comprehensive loss | (402) | (163) |
Total stockholders' equity of Cineverse Corp. | 40,337 | 42,253 |
Deficit attributable to noncontrolling interest | (1,264) | (1,303) |
Total equity | 39,073 | 40,950 |
Total liabilities and equity | $ 87,988 | $ 104,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Accounts receivable, net of allowance (in Dollars) | $ 0 | $ 2,921,000 |
Unamortized debt discount (in Dollars) | $ 76,000 | $ 0 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Treasury stock | 65,792 | 65,792 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, dividend rate | 10% | 10% |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 7 | 7 |
Preferred stock, shares outstanding | 7 | 7 |
Preferred stock, Liquidation preference Value (in Dollars) | $ 3,648 | $ 3,648 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 9,413,597 | 8,831,471 |
Common stock, shares outstanding | 9,347,805 | 8,765,679 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 68,026 | $ 56,054 |
Operating expenses | ||
Direct operating | 36,364 | 20,894 |
Selling, general and administrative | 36,819 | 29,551 |
Depreciation and amortization | 3,763 | 4,566 |
Impairment of intangible assets | 0 | 1,968 |
Total operating expenses | 76,946 | 56,979 |
Operating loss | (8,920) | (925) |
Interest expense | (1,290) | (356) |
(Decrease) increase in fair value of equity investment in Metaverse, a related party | (1,828) | 585 |
Gain on forgiveness of PPP loan | 2,178 | |
Employee retention tax credit | 2,475 | |
Other income (expense), net | (13) | 1 |
Net (loss) income before income taxes | (9,575) | 1,483 |
Income tax (expense) benefit | (119) | 788 |
Net (loss) income | (9,694) | 2,271 |
Net loss attributable to noncontrolling interest | (39) | (59) |
Net (loss) income attributable to controlling interests | (9,734) | 2,212 |
Preferred stock dividends | (351) | (442) |
Net (loss) income attributable to common stockholders | $ (10,085) | $ 1,770 |
Net (loss) income per share attributable to common stockholders - basic: (in Dollars per share) | $ (1.13) | $ 0.21 |
Weighted average shares of common stock outstanding: basic (in Shares) | 8,889 | 8,532 |
Net (loss) income per share attributable to common stockholders - diluted: (in Dollars per share) | $ (1.13) | $ 0.20 |
Weighted average shares of common stock outstanding: diluted (in Shares) | 8,889 | 8,691 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (9,694) | $ 2,271 |
Other comprehensive loss: | ||
Foreign exchange translation | (239) | (95) |
Comprehensive loss attributable to noncontrolling interest | (39) | (59) |
Comprehensive (loss) income attributable to controlling interests | $ (9,973) | $ 2,117 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (9,694) | $ 2,271 |
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,829 | 4,566 |
Deferred income tax | (888) | |
Allowance for prepaid advances | 1,329 | 1,164 |
Impairment of intangibles | 1,968 | |
Changes in fair value of equity investment in Metaverse | 1,828 | (585) |
Amortization of debt issuance costs included in interest expense | 101 | |
Stock-based compensation | 4,470 | 5,487 |
Interest expense for deferred consideration | 778 | 44 |
Change in estimated earnout consideration | 80 | 222 |
Gain on extinguishment of note payable | (2,178) | |
Interest expense for earnout consideration | 208 | |
Revenue recognized under nonmonetary purchase and exchange of content | (1,022) | |
Other | 130 | 26 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 9,943 | (8,088) |
Inventory | 50 | |
Unbilled revenue | 313 | (972) |
Prepaid and other current assets | (3,070) | (1,580) |
Accounts payable and accrued expenses | (18,049) | 4,100 |
Deferred revenue | 30 | (728) |
Net cash provided (used in) by operating activities | (8,797) | 4,879 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (669) | (316) |
Purchase of intangible assets | (602) | (325) |
Purchase of business | (11,672) | |
Sale of equity investment securities | 11 | |
Net cash used in investing activities | (1,271) | (12,302) |
Cash flows from financing activities: | ||
Payments of notes payable and deferred consideration | (665) | (7,786) |
Proceeds from line of credit | 31,046 | |
Payments of line of credit | (26,046) | (1,956) |
Debt issuance costs | (177) | |
Net proceeds from issuance of Class A common stock | 12,378 | |
Net cash provided by financing activities | 4,158 | 2,636 |
Net change in cash and cash equivalents | (5,910) | (4,787) |
Cash and cash equivalents at beginning of year | 13,062 | 17,849 |
Cash and cash equivalents at end of year | 7,152 | 13,062 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash interest paid | 203 | 780 |
Income Taxes Paid | 98 | 79 |
Lease liability related payments | 373 | 83 |
Noncash investing and financing activities: | ||
Accrued dividends on preferred stock | 87 | 87 |
Issuance of Class A common stock for payment of preferred stock dividends | 262 | 354 |
Issuance of Class A common stock for intangible asset purchase | 898 | 4,825 |
Deferred consideration in purchase of a business | 3,000 | 8,987 |
Right of use assets recognized underlying lease arrangements | 781 | 841 |
Earnout consideration in purchase of a business | 238 | 1,461 |
Treasury shares acquired for withholding taxes | $ 5 | $ 5 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders Equity - USD ($) shares in Thousands, $ in Thousands | Total | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' Equity (Deficit) | Non-Controlling Interest | Series A Preferred Stock | Class A Common Stock |
Balance at Mar. 31, 2021 | $ 15,882 | $ (11,603) | $ 499,272 | $ (474,080) | $ (68) | $ 17,244 | $ (1,362) | $ 3,559 | $ 164 |
Balance (in Shares) at Mar. 31, 2021 | 66 | 1 | 8,311 | ||||||
Foreign exchange translation | (95) | (95) | (95) | ||||||
Stock compensation and expenses | 5,487 | 5,487 | 5,487 | ||||||
Stock compensation and expenses (in Shares) | 18 | ||||||||
Issuance of common stock in connection with business combinations | 4,825 | 4,822 | 4,825 | $ 3 | |||||
Issuance of common stock in connection with business combinations (in Shares) | 133 | ||||||||
Preferred stock dividends paid in stock | 265 | 354 | (89) | 265 | |||||
Preferred stock dividends paid in stock (in Shares) | 12 | ||||||||
Treasury stock in connection with taxes withheld from employees | (5) | $ (5) | (5) | ||||||
Treasury stock in connection with taxes withheld from employees (in Shares) | 0 | (1) | |||||||
Preferred stock dividends accrued | (264) | 89 | (353) | (264) | |||||
Issuance of common stock for third party equity purchase commitment and for acquisition | 206 | 206 | 206 | ||||||
Issuance of common stock for third party equity purchase commitment and for acquisition (in Shares) | 26 | ||||||||
Issuance of common stock for with PSUs and incentives, net of payroll taxes (in Shares) | 1 | ||||||||
Issuance of common stock in connection with ATM raises, net | 12,378 | 12,371 | 12,378 | $ 7 | |||||
Issuance of common stock in connection with ATM raises, net (in Shares) | 265 | ||||||||
Net Income (loss) | 2,271 | 2,212 | 2,212 | 59 | |||||
Balance at Mar. 31, 2022 | 40,950 | $ (11,608) | 522,601 | (472,310) | (163) | 42,253 | (1,303) | $ 3,559 | $ 174 |
Balance (in Shares) at Mar. 31, 2022 | 66 | 1 | 8,766 | ||||||
Foreign exchange translation | (239) | (239) | (239) | ||||||
Stock-based compensation | 3,045 | 3,045 | 3,045 | ||||||
Preferred stock dividends paid with common stock | 351 | 351 | 351 | ||||||
Preferred stock dividends paid with common stock (in Shares) | 37 | ||||||||
Preferred stock dividends accrued | (351) | (351) | |||||||
Issuance of common stock for third party equity purchase commitment and for acquisition | 3,900 | 3,892 | 3,900 | 0 | $ 8 | ||||
Issuance of common stock for third party equity purchase commitment and for acquisition (in Shares) | 391 | ||||||||
Issuance of common stock for with PSUs and incentives, net of payroll taxes | 873 | 871 | 873 | $ 2 | |||||
Issuance of common stock for with PSUs and incentives, net of payroll taxes (in Shares) | 103 | ||||||||
Issuance of common stock for earnout commitment | 238 | 238 | 238 | ||||||
Issuance of common stock for earnout commitment (in shares) | 17 | ||||||||
Issuance of common stock for Board of Director compensation | 1 | 1 | $ 1 | ||||||
Issuance of common stock for Board of Director compensation (in shares) | 34 | ||||||||
Net Income (loss) | (9,694) | (9,734) | (9,734) | 39 | |||||
Balance at Mar. 31, 2023 | $ 39,073 | $ (11,608) | $ 530,998 | $ (482,395) | $ (402) | $ 40,337 | $ (1,264) | $ 3,559 | $ 185 |
Balance (in Shares) at Mar. 31, 2023 | 66 | 1 | 9,348 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND LIQUIDITY | 1. NATURE OF OPERATIONS AND LIQUIDITY Cineverse Corp. (“Cineverse”, “us”, “our”, and “Company” refers to Cineverse Corp. and its subsidiaries unless the context otherwise requires) was incorporated in Delaware on March 31, 2000. On May 22, 2023, the Company changed its corporate name to Cineverse Corp. Cineverse is (i) a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to thousands of titles and episodes released across digital, physical, theatrical, home and mobile entertainment platforms and (ii) a servicer of digital cinema assets for movie screens in both North America and several international countries. We report our consolidated financial results in two primary segments as follows: (1) Cinema Equipment and (2) Content & Entertainment (“Content & Entertainment”). The Cinema Equipment segment consists of the non-recourse, financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout North America and Australia. It also provides fee-based support to music and movie screens as well as directly to exhibitors and other third-party customers in the form of monitoring, billing, collection and verification services. This segment's contracts have substantially completed as of March 31, 2023 and the Company does not anticipate significant revenue, profit or loss from this segment in fiscal year 2024. Our Content & Entertainment segment operates in: (1) ancillary market aggregation and distribution of entertainment content and (2) branded and curated over-the-top (“OTT”) digital network business providing entertainment channels and applications. Financial Condition and Liquidity As of March 31, 2023, the Company has an accumulated deficit of $ 482.4 million and negative working capital of $ 7.8 million. For the year ended March 31, 2023, the Company had a net loss attributable to common shareholders of $ 10.1 million. Net cash used in operating activities for the year ended March 31, 2023 was $ 8.8 million. We may continue to generate net losses for the foreseeable future. The Company is party to a Loan, Guaranty, and Security Agreement with East West Bank (“EWB”) providing for a revolving line of credit (the “Line of Credit Facility”) of $ 5.0 million, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and such subsidiaries’ assets. The Line of Credit Facility bears interest at a rate equal to 1.5 % above the prime rate, and was 9.0 % as of March 31, 2023. The Line of Credit Facility expires on September 15, 2023 with a one-year extension available at EWB’s discretion. As of March 31, 2023, $ 5.0 million was outstanding on the Line of Credit Facility. The Company was out of compliance during a portion of fiscal year 2023, but obtained waivers from EWB. On June 28, 2023, the Company was notified in writing by EWB that it intends to extend the maturity date of the Line of Credit Facility to September 15, 2024 , subject to definitive documentation. We believe our cash and cash equivalent balances as of March 31, 2023 and proceeds from the subsequent issuance of equity (See Note 9 - Subsequent Events ) will be sufficient to support our operations for at least twelve months from the filing of this report. The Company may also undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The accompanying consolidated financial statements of Cineverse Corp. have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). These consolidated financial Statements have been prepared by the Company following the rules and regulations of the SEC. All intercompany transactions and balances have been eliminated in consolidation. We own an 85 % interest in CON TV, LLC ("CONtv"), a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. We evaluated the investment under the voting interest entity model and determined that the entity should be consolidated as we have a controlling financial interest in the entity through our ownership of outstanding voting shares, and that other equity holders do not have substantive voting, participating or liquidation rights. We recorded net loss attributable to noncontrolling interest in our Consolidated Statements of Operations equal to 11 % of outstanding profit interest units retained by the noncontrolling interests. We indirectly own 100 % of the common equity of CDF2 Holdings, LLC (“CDF2 Holdings”), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their systems to digital technology by providing financing, equipment, installation and related ongoing services. CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in ASC 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. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings’ economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings’ financial position and results of operations are not consolidated in our financial position and results of operations. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, share-based compensation expense, valuation allowance for deferred income taxes, recovery of advances, fair value for asset acquisitions and business combinations, goodwill and intangible asset impairments, the fair value of our investment in Metaverse, and the assessment of amortization lives to 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 the assumptions, judgments and estimates. Actual results may differ from these estimates. 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. Non-monetary Transactions During the year ended March 31, 2023, the Company entered into a non-monetary transaction for the purchase and sale of content licenses with an unrelated third party. The fair value of the content was based on a market approach and determined to be $ 1.0 million which is included in Revenues in our Consolidated Statements of Operations. No gain or loss was recognized, as the fair value of the content licenses purchased was determined to be $ 1.0 million and recognized within Intangible Assets, Net on our Consolidated Balance Sheets, and will be amortized over its three year estimated life. For the year ended March 31, 2023, $ 85 thousand of related amortization expense had been recognized. Accounts Receivable, Net We maintain reserves for potential credit losses on accounts receivable. 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. Reserves are recorded primarily on a specific identification basis. During the year ended March 31, 2023, the Company had written off $ 2.8 million of previously reserved accounts receivable balances. Employee Retention Tax Credit The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") provided an employee retention credit which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the "Appropriations Act") extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70 % of qualified wages paid to employees during the 2021 fiscal year. The Company qualified for the employee retention credit beginning in June 2020 for qualified wages through September 2021 and filed a cash refund claim during the twelve months ended March 31, 2023 for $ 2.5 million. Accordingly, the Company recorded an employee retention credit totaling $ 2.5 million, respectively, in the Employee retention tax credit line on the Company’s Consolidated Statements of Oper ations. As of March 31, 2023, the tax credit receivable of $ 2.1 million has been included in the Employee retention tax credit line on the Company's Consolidated Balance Sheet. Advances Advances, which are recorded within prepaid and other current assets on the Consolidated Balance Sheets, represent amounts prepaid to studios or content producers for which we provide content distribution services for which we may have the right to recoup over the term of those services. We evaluate advances regularly for recoverability and record an allowance o n a specific identification basis for amounts that we expect may not be recoverable as of the Consolidated Balance Sheet dates. The provision for allowances related to advances were $ 1.3 million and $ 1.2 million , for the years ended March 31, 2023 and 2022 , respectively. 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. We review the recoverability of our Intangible Assets when events or conditions occur that indicate a possible impairment exists. An 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. During the years ended March 31, 2023 and 2022 , we recorded an impairment of $ 0 and $ 2.0 million for our customer relationships, respectively. Amortization expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Content Library 3 – 20 years Trademarks and Tradenames 2 – 15 years Customer Relationships 5 – 13 years Theatre Relationship 12 years Software 10 years Intangible Assets 3 – 4 years Patents 3 years Advertiser Relationships and Channel 2 – 3 years Supplier Agreements 2 years The Company’s intangible assets include the following (in thousands): As of March 31, 2023 Cost Basis Accumulated Impairment Net Content Library $ 23,970 $ ( 21,126 ) - $ 2,844 Advertiser Relationships and Channel 12,604 ( 1,062 ) - 11,542 Supplier Agreements 11,430 ( 11,430 ) - - Customer Relationships 10,658 ( 7,599 ) ( 1,968 ) 1,090 Trademarks and Tradenames 4,026 ( 2,274 ) - 1,752 Software 3,200 ( 560 ) - 2,640 Total Intangible Assets $ 65,888 $ ( 44,052 ) $ ( 1,968 ) $ 19,868 As of March 31, 2022 Cost Basis Accumulated Impairment Net Content Library $ 23,685 $ ( 20,665 ) $ - $ 3,020 Advertiser Relationships and Channel 10,081 ( 161 ) - 9,920 Software 3,200 ( 240 ) - 2,960 Trademarks and Tradenames 4,026 ( 1,301 ) - 2,725 Customer Relationships 10,658 ( 7,327 ) ( 1,968 ) 1,363 Supplier Agreements 11,430 ( 11,384 ) - 46 Intangible Assets $ 63,080 $ ( 41,078 ) $ ( 1,968 ) $ 20,034 As of March 31, 2023, amortization expense for each of the successive five years is expected to be (in thousands): Total 2024 $ 3,378 2025 2,474 2026 1,822 2027 1,401 2028 1,291 Thereafter 9,501 Total $ 19,868 Property and Equipment, Net Property and equipment 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, with useful life ranges by major asset class as follows: Computer equipment and software 3 - 5 years Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 7 years 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 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 on a straight-line basis. Post-configuration training and maintenance costs are expensed as incurred. Our Property and Equipment is considered for impairment if a triggering event occurs, following the same methodology described in the Intangible Assets, net section. As of March 31, 2023, the Company's gross Property and Equipment of $ 68.1 million had $ 66.3 million of associated accumulated depreciation. As of March 31, 2022, the Company's gross Property and Equipment of $ 111.7 million had $ 109.7 million of associated accumulated depreciation. 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 reassessed goodwill impairment on its annual measurement date of March 31, 2023 by performing a qualitative analysis and determined that it was not more likely than not that the fair value of its reporting unit is greater than its carrying amount. During the year ended March 31, 2023, the Company recorded a purchase price adjustment to reduce Goodwill by $ 260 thousand. No goodwill impairment charge was recorded in the years ended March 31, 2023 and 2022 . Fair Value Measurements The authoritative guidance on fair value measurements establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis, within ASC 820, Fair Value Measurement . Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels: • Level 1 – quoted prices in active markets for identical investments • Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) • Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands): As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ — $ — $ 5,200 $ 5,200 $ — $ — $ 5,200 $ 5,200 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,444 $ 1,444 Long term portion of earnout consideration on purchase — — — — $ — $ — $ 1,444 $ 1,444 As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase — — 603 603 $ — $ — $ 1,684 $ 1,684 On February 14, 2020, the Company acquired an approximate 11.5 % interest in A Metaverse Company (“Metaverse”), a publicly traded Chinese entertainment company, formerly Starrise Media Holdings Limited, whose ordinary shares are listed on the Stock Exchange of Hong Kong. The Company acquired such interest as a strategic investment and in a private transaction from a shareholder of Metaverse that is related to our major shareholders. Our major shareholders also maintain a significant beneficial interest ownership in Metaverse. On April 10, 2020, the Company purchased an additional 15 % interest in Metaverse in a private transaction from shareholders of Metaverse that are affiliated with the major shareholder of the Company. The Company recorded an additional equity investment of approximately $ 28.2 million, which was the fair market value of the Metaverse shares on the transaction date on the Stock Exchange of Hong Kong, in exchange for the Company’s common stock of $ 11.0 million, valued at the date of the issuance of the Common Stock of the Company. The difference in the value of shares received in Metaverse and shares issued by the Company is deemed as contributed capital and recorded in additional paid-in capital. This transaction was also recorded as an equity investment in Metaverse. The Company has accounted for this investment under the equity method of accounting as the Company can exert significant influence over Metaverse with its direct ownership and affiliation with the Company’s majority shareholders. The Company has made an irrevocable election to apply the fair value option under ASC 825-10, Financial Instruments , as it relates to its equity investment in Metaverse. As of March 31, 2022, the value of our equity investment in Metaverse of $ 7.0 million, using the quoted trading price of the Stock Exchange of Hong Kong, resulting in an increase in fair value of $ 0.6 million for the year ended March 31, 2022. Following the halting of Metaverse stock trading on the Stock Exchange of Hong Kong in April 2022, the Company valued our equity investment in Metaverse using a market approach and is categorized as a Level 3 valuation based on unobservable inputs. The Company estimated the fair value of Metaverse based on the last known enterprise value, adjusting for trends in enterprise valuations for comparable companies. As of March 31, 2023, the fair value was $ 5.2 million, resulting in a decrease in fair value of $ 1.8 million for the year ended March 31, 2023. The Company estimated the fair value of its earnout liability using contractual inputs from the related business combination, which established specific fiscal year 2023 revenue growth, profitability and EBITDA targets. The Company utilizes the most up to date forecast to estimate the outcome against these targets to determine the ultimate estimated payout. The amounts recognized are not discounted. During the fiscal year ended March 31, 2023, the Company increased the estimated earnout liability by $ 80 thousand and made payments of $ 238 thousand to reduce this liability, partially offset by $ 83 thousand of interest accrued. Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. Asset Acquisitions An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): As of March 31, 2023 2022 Advances and Due from Producers $ 3,724 $ 3,978 Other receivables 420 826 Inventory 207 116 Other prepaid expenses 1,107 989 Total prepaid and other current assets $ 5,458 $ 5,909 Advances and amounts due from producers represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances and amounts due from producers regularly for recoverability and an allowance for amounts that we expect may not be recoverable. The provision for allowances and accelerated amortization related to advances and amounts due from producers were $ 1.3 million and $ 1.2 million for the years ended March 31, 2023 and 2022 , respectively. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of March 31, 2023 2022 Accounts payable $ 15,042 $ 34,177 Amounts due to producers 13,114 10,430 Accrued compensation and benefits 2,532 3,507 Accrued other expenses 3,843 3,911 Total accounts payable and accrued expenses $ 34,531 $ 52,025 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. We have in the past entered into arrangements in connection with activation fees due from our System deployments that had extended payment terms. The outstanding balances on these arrangements are insignificant and hence the impact of significant financing would be insignificant. Cinema Equipment Segment Our Cinema Equipment segment consists of financing vehicles and administrators for Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”). We retain ownership of our Systems and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment segment also provides monitoring, data collection, serial data verification and management services to this segment, as well as to exhibitors who purchase their own equipment, in order to collect virtual print fees (“VPFs”) from motion picture studios and distributors and Alternative Content Fees (“ACFs”) from alternative content providers, and to distribute those fees to theatrical exhibitors (collectively, “Services”). VPFs are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to Phase II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term. One VPF is payable for every digital title initially displayed per System. The amount of VPF revenue is dependent on the number of movie titles released and displayed using the Systems in any given accounting period. VPF revenue is recognized in the period the title first plays for general audience viewing in a digital projector equipped movie theatre. The Phase 1 Deployment’s and Phase 2 Deployments performance obligations for revenue recognition are met at this time. Phase II Deployment’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter. Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.” Under the terms of our standard cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement, after which time, they have the option to: (i) return the Systems to us; (ii) renew their license agreement for successive one-year terms; or (iii) purchase the Systems from us at fair market value. As permitted by these agreements, we typically pursue the sale of the Systems to such exhibitors. Cineverse recognizes revenue once the customer takes possession of the Systems and Cineverse received the sale proceeds. Such sales were originally contemplated as the conclusion of the digital cinema deployment plan. For the Fiscal Years ended March 31, 2023 and 2022, the Company recognized revenue of $ 2.6 million and $ 9.6 million from Digital Cinema System Sales, respectively. The Cinema Equipment segment earns an administrative fee of approximately 5 % of VPFs collected and, in addition, earns an incentive service fee equal to 2.5 % of the VPFs earned by Phase 1 Deployment. This administrative fee is related to the collection and remittance of the VPF’s and the performance obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on screens utilizing our Systems installed in movie theatres. The service fees are recognized at a point in time revenue when the corresponding VPF fees are due from the movie studios and distributors. A limited number of systems from our Phase I deployment remain eligible for VPF's from certain distributors where Phase I exhibitors have renewed their term on an annual basis. We continue to pursue system sales for these remaining exhibitors. For the year ended March 31, 2023 and 2022, $ 9.1 million and $ 4.8 million of revenue was recognized that was included in the accounts payable balance as constrained variable consideration at the beginning of the year. Certain agreements with studios contain the right to audit VPF fees. As a result, the Company recognized these amounts as constrained variable consideration until audit conclusion or the expiration of the associated audit rights. The Company recognized the revenue once the uncertainty associated with the variable considerations was resolved. As of March 31, 2023, approximatel y $ 1.0 million remains on our Consolidated Balance Sheet in accounts payable as constrained variable consideration. Content & Entertainment Segment Our Content & Entertainment segment earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD” or “OTT Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Base Distribution”). Fees earned are typically a percentage based on the net amounts received from our customers. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. The Company’s performance obligations include the delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”) on the digital platforms, and shipment of DVDs and Blu-ray Discs. Revenue is recognized at the point in time when the content is available for subscription on the digital platform (the Company’s digital content is considered functional IP), at the time of shipment for physical goods, or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer. The Company considers the delivery of content through various distribution channels to be a single performance obligation. Base Distribution Revenue from the sale of physical goods is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration. Base Distribution is recognized after deducting reserves for sales returns and other allowances. Reserves for potential sales returns and other allowances are recorded based upon historical experience. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. The Content & Entertainment segment also has contracts for the theatrical distribution of third party feature movies and alternative content. The Content & Entertainment segment's distribution fee revenue and participation in box office receipts are recognized at the time a feature movie and alternative content are viewed. The Content & Entertainment segment has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date. The Company follows the five-step model established by ASC 606, Revenue from Contracts with Customers when preparing its assessment of revenue recognition. Principal Agent Considerations Revenue earned by our Content & Entertainment segment 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: • which party is primarily responsible for fulfilling the promise to provide the specified good or service; and • which party has discretion in establishing the price for the specified good or service. 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 potential credit losses on accounts receivable. 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. Reserves are recorded primarily on a specific identification basis. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. Reserves for product returns and other allowances is variable consideration as part of the transaction price. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. We record accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. 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, even if amounts are refundable. Deferred revenue pertaining to our Content & Entertainment includes amounts related to the sale of DVDs with future release dates. Deferred revenue relating to our Cinema Equipment segment pertains to revenues earned in connection with up front exhibitor contributions that are deferred and recognized over the expected cost recoupment period. It also includes unamortized balances in connection with activation fees due from the Systems deployments that have extended payment terms. The ending deferred revenue balance, including current as of March 31, 2023 and 2022 was $ 0.2 million . For the year ended March 31, 2023, the additions to our deferred reve |
Other Interests
Other Interests | 12 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
OTHER INTERESTS | 3. OTHER INTERESTS CDF2 Holdings We indirectly own 100 % of the common equity of CDF2 Holdings, LLC (“CDF2 Holdings”), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their systems to digital technology by providing financing, equipment, installation and related ongoing services. CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in ASC 810, Consolidation. 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. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings’ economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings’ financial position and results of operations are not consolidated in our financial statements. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting. As of March 31, 2023 and 2022, 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 $ 0.5 million and $ 0.8 million as of March 31, 2023 and 2022, respectively, which are included in accounts receivable, net on the accompanying Consolidated Balance Sheets. The accompanying Consolidated Statements of Operation s include $ 0.2 million and $ 0.8 million of digital cinema servicing revenue from CDF2 Holdings for the year ended March 31, 2023 and 2022, respectively. Total stockholders’ deficit of CDF2 Holdings at March 31, 2023 and 2022 was $ 59.2 and $ 55.6 million, respectively. We have no obligation to fund the operating loss or the stockholders’ deficit beyond our initial investment of $ 2.0 million and, accordingly, our investment in CDF2 Holdings as of March 31, 2023 and 2022 is carried at $ 0 . CONtv We own an 85 % interest in CON TV, LLC ("CONtv"), a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the Internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. CONtv is consolidated in our consolidated financial statements with the 15 % minority interest presented as a non-controlling interest. 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 0.5 thousand shares of Roundtable Series A Preferred Stock and warrants to purchase 0.1 thousand shares of Roundtable Common Stock (together, the “Roundtable Securities”). The Company paid the purchase price for the Roundtable Securities by issuing 16 thousand shares of Common Stock to Roundtable , after taking into account the June 2023 reverse stock split (further described in the Stockholders' Equity footnote) . The Company recorded $ 0.2 million for the purchase of the Roundtable Securities which is included in other long-term assets on the accompanying Consolidated Balance Sheets. The investment in the Roundtable Securities was made in connection with a proposed collaboration with Roundtable regarding production and distribution of streaming content including the launch of high profile branded enthusiast streaming channels. The Roundtable investment was accounted for using the cost method of accounting as we own less than 20 % of Roundtable and do not exert a significant influence over their operations. Our President and Chief Strategy Officer is on the Roundtable Board of Directors. Christian Cinema LLC On February 27, 2023, the Company, together with its subsidiary Dove Family Channel, entered into an asset purchase agreement with Christian Cinema LLC and Dove Movies LLC (together, “Christian Channel”), to buy substantially all of the assets of Christian Channel, for consideration of $ 1.5 million, of which $ 602 thousand was paid in cash and $ 898 thousand was paid with 83 thousand shares of the Company's Common Stock , after taking into account the June 2023 reverse stock split (further described in the Stockholders' Equity footnote) . Cineverse allocated the $ 1.5 million purchase price to Intangibles assets, net on the Consolidated Balance Sheet as of March 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 4. STOCKHOLDERS’ EQUITY COMMON STOCK Authorized Common Stock On June 7, 2023, the Company amended its Certificate of Incorporation to effect a 1:20 reverse stock split , which became effective on June 9, 2023 (the "Reverse Stock Split"). Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock nor did it change the authorized shares of preferred stock or the relative voting power of such holders of our outstanding Common Stock and preferred stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment in lieu thereof after the sale on the open market of the aggregated fractional shares by the exchange agent for the Reverse Stock Split. All shares and per share amounts discussed in these consolidated financial statements have been retrospectively adjusted for the Reverse Stock Split. The effects of the Reverse Stock Split have been retrospectively effected throughout this document, including but not limited to earnings per share. On October 11, 2021, the Company filed an Amended and Restated Certificate of Incorporation which authorized an increase in the n umber of shares of Common Stock for issuance to 275 million shares. During the year ended March 31, 2023 , the Company issued 582 thousand shares of Common Stock in payment of preferred stock dividends, Board fees, payment of performance shares, pursuant to a business combinations, and the acqui sition of intangible assets, after taking into account the June 2023 Reverse Stock Split. During the year ended March 31, 2022, the Company issued 455 thousand shares of Common Stock which consist of the sale of shares of our Common Stock, issuance of Common Stock for business combinations, the issuances of Common Stock in payment of preferred stock dividends and in payment of board retainer fees, and as payment pursuant to a Stock Purchase Agreement , after taking into account the Reverse Stock Split. ATM Sales Agreement In July 2020, we entered into an At-the-Market sales agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) and B. Riley FBR, Inc. (“B. Riley” and, together with A.G.P., the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock at the market prices prevailing on Nasdaq at the time of the sale of such shares. The Company is not obligated to sell any shares under the ATM Sales Agreement. Any sales of shares made under the ATM Sales Agreement will be made pursuant to the 2020 Shelf Registration Statement, for an aggregate offering price of up to $ 30 million. During the year ended March 31, 2021, we sold 1.4 million shares of Common Stock under the ATM Sales Agreement, taking into account the Reverse Stock Split. Net proceeds from such sales totaled $ 18.6 million. No sales under the ATM Sales Agreement were made during the year ended March 31, 2023 or 2022. Subsequent to March 31, 2023, the Company sold 177 thousand shares of Common Stock under the ATM Sales Agreement for net proceeds of $ 1.1 million. Common Stock Offering On June 14, 2023, the Company agreed to sell its shares in a public offering, as further described in Note 9 - Subsequent Events . Common Stock Purchase Agreement In October 2021, we entered into a Common Stock Purchase Agreement (the “Equity Line Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital, LLC (“B. Riley”). Pursuant to the Equity Line Purchase Agreement, the Company has the right to sell to B. Riley up to the lesser of (i) $ 50 million of newly issued shares of Common Stock and (ii) the Exchange Cap (as defined in the Equity Line Purchase Agreement), from time to time during the 24-month period from and after the October 21, 2021. Sales of Common Stock pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley under the Equity Line Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line Purchase Agreement, upon execution of the Equity Line Purchase Agreement, the Company issued 10.5 thousand shares of Common Stock to B. Riley (the “Commitment Shares”), taking into account the Reverse Stock Split. The purchase price of the shares of Common Stock that we elect to sell to B. Riley pursuant to the Equity Line Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during the applicable purchase date, less a fixed 5 % discount to such VWAP. Pursuant to the Registration Rights Agreement, the Company filed a Registration Statement on Form S-1 that was declared effective by the Securities and Exchange Commission on October 21, 2021 (File No. 333-260210) for the resale by B. Riley of up to 1.3 million shares of Common Stock (including the Commitment Shares) acquired pursuant to the Equity Line Purchase Agreement, taking into account the Reverse Stock Split. There were no sales under these agreements for the year ended March 31, 2023 . As of March 31, 2023, there is still approximately $ 38.0 million available under the 2020 Shelf Registration Statement, and $ 37.6 million available under the Equity Line Purchase Agreement, to raise additional capital. PREFERRED STOCK Cumulative dividends in arrears on preferred stock were $ 0.1 million as of March 31, 2023 and 2022 . For the years ended March 31, 2023 and 2022, we paid preferred stock dividends in the form of 37 thousand and 12 thousand shares of Common Stock, respectively. TREASURY STOCK We have treasury stock, at cost, consisting of 66 thousand shares of Common Stock as of March 31, 2023 and 2022. EQUITY INCENTIVE PLANS Stock Based Compensation Awards Awards issued under our 2000 Equity Incentive Plan (the “2000 Plan”) were in any of the following forms (or a combination thereof) (i) stock option awards; (ii) stock appreciation rights; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our Common Stock on the date of grant. ISOs granted to shareholders having more than 10 % of the total combined voting power of the Company must have exercise prices of at least 110 % of the fair market value of our Common Stock on the date of grant. ISOs and non-statutory stock options granted under the 2000 Plan are subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options were set at the discretion of our Compensation Committee. Options outstanding and exercisable under the 2000 Plan are as follows: As of March 31, 2023 Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 148 0.3 2.25 $ 148 $ — $ 280 - $ 488 10.0 0.50 $ 290 — 10.2 0.54 $ 287 $ — As of March 31, 2022 Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 148 0.3 3.25 $ 148 $ — $ 280 - $ 488 10.6 1.50 290 — 10.9 1.54 $ 287 $ — A total of 0.4 thousand options were forfeited during the year ended March 31, 2023. The Company does not estimate forfeitures, but recognizes forfeitures in the period in which they occur. 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 905 thousand shares of Common Stock, in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance awards and cash awards. During the year ended March 31, 2023 , the Company granted 155 thousand stock appreciation rights (“SARs”), which were granted under the 2017 Plan. All SARs issued have an exercise price equal to the market price of the Company’s Common Stock on the date of grant and a maturity date of 10 years after grant date. The following weighted average assumptions were used to estimate the fair value of SARs granted, as follows: For the Year Ended March 31, 2023 2022 Expected dividend yield — — Expected equity volatility 112 % 95 % - 114 % Expected term (years) 6.50 6.0 - 6.5 Risk-free interest rate 4.49 % 0.96 % - 1.63 % Exercise price $ 9.82 $ 25.80 -$ 51.20 Market price per share $ 9.82 $ 25.80 -$ 51.20 The weighted average fair value of outstanding the grants made during the year ended March 31, 2023, was $ 8.52 per award. The weighted average fair value of outstanding the grants made during the year ended March 31, 2022, was $ 32.67 per award. SARs outstanding under the 2017 Plan are as follows: As of March 31, 2023 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 7.80 - $ 14.80 430 8.37 $ 11.15 $ 3 $ 23.20 - $ 29.40 105 6.25 27.62 — $ 34.20 - $ 42.00 100 8.78 40.18 — $ 44.60 - $ 51.20 21 8.57 45.46 — 657 8.10 $ 19.33 $ 3 As of March 31, 2022 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 10.80 - $ 14.80 278 8.74 $ 12.40 $ 1,208 $ 23.20 - $ 29.40 114 7.90 27.40 — $ 34.20 - $ 42.00 123 8.91 39.40 — $ 44.60 - $ 51.20 30 9.60 46.40 — 545 8.65 $ 23.52 $ 1,208 Exercisable SARs under the 2017 Plan as of March 31, 2023 are as follows: SARs Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 424 7.6 $ 20.46 $ — As of March 31, 2023, the compensation cost not yet recognized related nonvested SARS awards totaled $ 441 thousand, to be recognized over the weighted average remaining vesting period of 0.64 years. Total SARs outstanding are as follows (in thousands): Year Ended March 31, 2022 545 Issued 155 Forfeited ( 43 ) March 31, 2023 657 In addition, the Company grants performance stock unit ("PSU") awards under the 2017 Plan to employees of the Company that vest upon certain performance goals being achieved over a two year period. Upon vesting, the award may be settled in shares or cas h at the Company's discretion. In fiscal year 2023, 31 thousand PSU shares were issued. No PSU shares were issued during the year ended March 31, 2022. During the year ended March 31, 2023, there were 6 thousand additional PSU awards granted, and the Company issued 24 thousand shares of Common Stock (net of 10 thousand shares withheld to pay taxes). Based on performance for the year ended March 31, 2023, the Company has accrued for 16 thousand unvested PSU awards. A total of $ 4.5 million and $ 5.5 million of stock based compensation was included within Selling, General and Administrative expenses for the years ended March 31, 2023 and 2022, respectively. There was $ 0.4 million of stock-based compensation expense for the year ended March 31, 2023 and 2022, respectively, related to Board of Director fees. During the years ended March 31, 2023 and 2022, the Company issued 34 thousand and 14 thousand restricted shares to non-employee directors, respectively. OPTIONS GRANTED OUTSIDE CINEVERSE’S EQUITY INCENTIVE PLAN In October 2013, we issued options outside of the 2000 Plan to 10 individuals who became employees as a result of a business combination. The employees received options to purchase an aggregate of 3 thousand shares of our Common Stock at an exercise price of $ 350 per share. The options were fully vested as of October 2017 and expire 10 years from the date of grant, if unexercised. As of March 31, 2023 , 0.6 thousand of such options remained outstanding. |
Debt
Debt | 12 Months Ended |
Mar. 31, 2023 | |
Notes Payable [Abstract] | |
DEBT | 5. DEBT Line of Credit Facility The Company is party to a Loan, Guaranty, and Security Agreement with East West Bank ("EWB") providing for a revolving line of credit (the "Line of Credit Facility") of $ 5.0 million, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and such subsidiaries' assets. The Line of Credit bears an interest rate equal to 1.5 % above the prime rate, and was 9.0 % as of March 31, 2023. The Line of Credit expires on September 15, 2023 with a one-year extension available at EWB's discretion. As of March 31, 2023, a balance of $ 5.0 million was outstanding on the line of the Credit Facility. Under the Line of Credit Facility, the Company is subject to certain financial and nonfinancial covenants which require the Company to maintain certain metrics and ratios, maintain certain minimum cash on hand, and to report financial information to our lender on a periodic basis. For the year ended March 31, 2023, the Company had interest expense of $ 0.2 million related to the Line of Credit Facility. On June 28, 2023, the Company was notified in writing by EWB that it intends to extend the maturity date of the Line of Credit Facility to September 15, 2024 , subject to definitive documentation. PPP Loan On April 15, 2020, the Company received $ 2.2 million from EWB, the Company’s existing lender, pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19 pandemic, which amounts were intended to be eligible for forgiveness, subject to the provisions of the CARES Act, and could be subject to repayment. The PPP Loan would have matured on April 10, 2022 and accrued interest at 1 % per annum. The interest accrued during the initial six-month period would have been due and payable, together with the principal, on the PPP maturity date. On July 7, 2021, the Company received notification from EWB that the U.S. Small Business Administration had approved the Company’s PPP Loan forgiveness application for the entire PPP Loan amount and accrued interest effective June 30, 2021. For the year ended March 31, 2022, the Company recognized a gain on extinguishment of note payable of $ 2.2 million in the Consolidated Statement of Operations for the forgiveness of PPP loan principal and interest. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Operating Leases Cineverse is a virtual company with one domestic operating lease, acquired through the acquisition of Digital Media Rights ("DMR") and subleased to a third party. The Company has not been relieved of the its original lease obligation and therefore recognizes both a lease liability and right-of-use asset as part of the arrangement. The end of both the original lease and sublease's term is January 2025 . The Company has recognized $ 115 thousand of sublease income related to its subleasing arrangement. In addition, during the year ended March 31, 2023, the Company entered into two operating leases for its India operations, with expiration dates in July 2027 . The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands): Classification on the Balance Sheet 2023 2022 Assets Noncurrent Other long-term assets $ 1,265 $ 749 Liabilities Current Operating leases – current portion 418 258 Noncurrent Operating leases – long-term portion 863 491 Total operating lease liabilities $ 1,281 $ 749 The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments and subleasing arrangements (in thousands): Year ending March 31, Operating Lease Commitments Sublease Payments 2024 $ 446 $ 180 2025 415 154 2026 191 — 2027 201 — 2028 68 — Thereafter — — Since our operating leases do not provide a readily determinable implicit rate, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at Cineverse's lease commencement date. The average discount rate utilized was 3.34 %. The Company incurred $ 441 thousand and $ 125 thousand in rental expense associated with its operating leases during the years ended March 31, 2023 and 2022, respectively. Commitments In the ordinary course of business, the Company enters into contractual arrangements, from time to time, under which it agrees to commitments with content providers for certain rights which are in production or have not yet been completed, delivered to, and accepted by the Company. Based on the nature of these agreements, which may be subject to delay or project abandonment, there is uncertainty with the amounts and timing of its commitments. Certain of these advances are eligible to be recouped through future revenue sharing arrangements. Based on the stage of the Company's projects, the table presented below represents an estimate of the Company's gross project commitments over the next five fiscal years (in thousands). Fiscal Year Ended March 31, 2024 2025 2026 2027 2028 Total Project Commitments $ 1,718 $ 343 $ 283 $ - $ - |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 7. SEGMENT INFORMATION We operate in two reportable segments: Cinema Equipment and Content & Entertainment. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker ("CODM") to evaluate performance, which is generally the segment’s operating income (loss) before depreciation and amortization. Operations of: Products and services provided: Cinema Equipment Financing vehicles and administrators for Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”). We retain ownership of the Systems and the residual cash flows related to the Systems in Phase I Deployment after the repayment of all non-recourse debt at the expiration of exhibitor master license agreements. For certain Phase II Deployment Systems, we do not retain 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. Provides monitoring, collection, verification, and management services to this segment, as well as to exhibitors who purchase their own equipment, and also collects and disburses VPFs from motion picture studios, distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”). Content & Entertainment Leading independent streaming company of content and channels. We collaborate with producers and other content owners to market, source, curate and distribute independent content to targeted and under-served audiences in theatres and homes, and via mobile and emerging platforms. The following tables present certain financial information related to our reportable segments and Corporate (in thousands): As of March 31, 2023 Intangible Goodwill Total Line of Credit, Net Operating Cinema Equipment $ — $ — $ 6,928 $ — $ — Content & Entertainment 19,644 20,824 73,587 — 1,281 Corporate 224 — 7,472 4,924 — Total $ 19,868 $ 20,824 $ 87,988 $ 4,924 $ 1,281 As of March 31, 2022 Intangible Goodwill Total Line of Credit, Net Operating Cinema Equipment $ — $ — $ 24,445 $ — $ — Content & Entertainment 19,946 21,084 68,873 — — Corporate 88 — 11,318 — 749 Total $ 20,034 $ 21,084 $ 104,636 $ — $ 749 Statements of Operations For the Year Ended March 31, 2023 Cinema Content & Entertainment Corporate Consolidated Revenues $ 12,049 $ 55,978 $ — $ 68,026 Direct operating 411 35,953 — 36,364 Selling, general and administrative 2,645 15,073 19,101 36,819 Allocation of corporate overhead 374 10,093 ( 10,467 ) — Depreciation and amortization 326 3,429 8 3,763 Total operating expenses 3,756 64,548 8,642 76,946 Operating income (loss) $ 8,293 $ ( 8,570 ) $ ( 8,642 ) $ ( 8,920 ) Statements of Operations For the Year Ended March 31, 2022 Cinema Content & Entertainment Corporate Consolidated Revenues $ 18,159 $ 37,895 $ — $ 56,054 Direct operating 687 20,207 — 20,894 Selling, general and administrative 1,405 13,935 14,211 29,551 Depreciation and amortization 1,160 3,401 5 4,566 Impairment of intangible assets — 1,968 — 1,968 Allocation of corporate overhead 560 3,752 ( 4,312 ) — Total operating expenses 3,812 43,263 9,904 56,979 Operating income (loss) $ 14,347 $ ( 5,368 ) $ ( 9,904 ) $ ( 925 ) For the year ended March 31, 2023, stock-based compensation cost of $ 4,470 was incurred by the Corporate segment. For the year ended March 31, 2022, stock based compensation costs of $ 1,034 thousand was incurred by the Content & Entertainment segment and $ 4,453 thousand was incurred by Corporate. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES We recorded income tax expense of $ 0.1 million from operations and an income tax (benefit) of $( 0.8 ) million for the years ended March 31, 2023 and 2022, respectively. For the year ended March 31, 2023, the income tax expense of $ 0.1 million was mainly related to foreign income taxes. The income tax (benefit) of $( 0.8 ) million for the year ended March 31, 2022 was related to a $( 0.9 ) million tax benefit release of the valuation allowance resulting from the acquisition of Foundation TV, offset by $ 0.1 million of state income taxes due to taxable income at the state level and timing differences related to fixed asset depreciation. The following table presents the components of income tax expense (benefit) (in thousands): For the Fiscal Year 2023 2022 Federal: Current $ — $ — Deferred — ( 672 ) Total federal $ — $ ( 672 ) State: Current $ 12 $ 100 Deferred — ( 216 ) Total state $ 12 $ ( 116 ) Foreign: Current $ 107 $ — Deferred — — Total foreign 107 — Income tax expense (benefit) $ 119 $ ( 788 ) Net deferred taxes consisted of the following (in thousands): As of March 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 18,318 $ 15,853 Stock-based compensation 3,246 2,391 Intangibles 4,800 5,247 Accrued liabilities 908 1,216 Allowance for doubtful accounts — 865 Investments 4,344 3,797 Nondeductible interest expense 3,479 3,654 Other 750 326 Total deferred tax assets before valuation allowance 35,845 33,349 Less: Valuation allowance ( 35,755 ) ( 33,212 ) Total deferred tax assets after valuation allowance $ 90 $ 137 Deferred tax liabilities: Depreciation and amortization $ ( 90 ) $ ( 137 ) Total deferred tax liabilities ( 90 ) ( 137 ) Net deferred tax $ — $ — We have provided a valuation allowance equal to our net deferred tax assets as of March 31, 2023 and 2022. We are required to recognize all or a portion of our deferred tax assets if we believe that it is more likely than not that such assets will be realized, given the weight of all available evidence. We assess the realizability of the deferred tax assets at each interim and annual balance sheet date. In assessing the need for a valuation allowance, we considered both positive and negative evidence, including recent financial performance, projections of future taxable income and scheduled reversals of deferred tax liabilities. The net changes in the valuation allowance of $ 2.5 million and $ 2.2 million during the fiscal years ended March 31, 2023 and 2022, respectively, were mainly due to increases in the deferred tax asset related to the net operating loss carryforward and other temporary differences. We will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results. As of March 31, 2023, we had utilizable federal and state net operating loss carryforwards of approximately $ 63.7 million available in the United States of America (“U.S.”) to reduce future taxable income. U.S. federal and state net operating loss carryforwards of approximately $ 22.6 and $ 63.7 million, respectively, generally begin to expire in 2026. U.S. federal net operating loss carryforwards that were generated during the years ended March 31, 2020, 2021, 2022, and 2023 of approximately $ 41.1 million, do not expire. Under the provisions of the Internal Revenue Code, certain substantial changes in our ownership may result in a limitation on the amount of net operating losses that may be utilized in future years. During the year ended March 31, 2018, approximately $ 233.5 million of our net operating losses became subject to limitation under Internal Revenue Code Section 382 in connection with the consummation in November 2017 of the transactions under the Stock Purchase Agreement with Bison. Approximately $ 209.0 million of our net operating losses became unusable because of the ownership change. Future significant ownership changes could cause a portion or all of our remaining net operating losses to expire before utilization. On March 27, 2020, the CARES Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense; class life changes to qualified improvements (in general, from 39 years to 15 years); and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable. The differences between the U.S. statutory federal tax rate and our effective tax rate are as follows: For the Year 2023 2022 Provision at the U.S. statutory federal tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.0 % ( 83.7 )% Change in valuation allowance ( 27.8 )% 137.0 % Non-deductible expenses ( 8.3 )% 31.5 % Executive officer compensation limitation – Section 162(m) ( 2.0 )% 2.8 % PPP loan forgiveness — ( 30.9 )% Losses from non-consolidated entities 7.9 % ( 131.1 )% Other ( 0.1 )% 0.2 % Income tax benefit (expense) ( 1.3 )% ( 53.2 )% We file income tax returns in the U.S. federal jurisdiction, various U.S. states, and India. For federal income tax purposes, our fiscal 2020 through 2023 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. For U.S. state tax purposes, our fiscal 2019 through 2023 tax years generally remain open for examination by most of the tax authorities under a four-year statute of limitations. For Indian income tax purposes, our fiscal 2022 and 2023 tax years remain open for examination by the tax authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | . SUBSEQUENT EVENTS Series B Preferred Share Issuance On April 4, 2023, Christopher McGurk, the Company’s Chief Executive Officer and Chairman of the Board, purchased 1 share of the Company’s Series B Preferred Stock ("Series B Preferred"), $ .001 par value, for $ 10,000 which entitled the holder to 1,800,000,000 votes (not adjusted for Reverse Stock Split) only on a reverse stock split proposal of the Company under certain conditions. The Series B Preferred has no right to vote on any other matter except as may be required by the General Corporation Law of the State of Delaware. The share of Series B Preferred is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company and may not be transferred at any time prior to stockholder approval of the reverse stock split matter without the prior written consent of the Company's Board of Directors. On June 9, 2023, the single outstanding share of Series B Preferred was redeemed by the Company for $ 10,000 . Sid & Marty Krofft Pictures On May 5, 2023, the Company entered into a Channel Development, Management and Distribution Agreement with Sid & Marty Krofft Pictures, which provides the Company with content distribution and advertising rights in exchange for an initial $ 1.3 million advance commitment, which is recoupable against future revenue sharing provisions. Reverse Stock Split On May 30, 2023, a Special Meeting of Stockholders of Cineverse was held to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Class A Common Stock, subject to the Board's discretion and to reduce the total number of Class A Common Stock authorized for issuance in connection with the reverse stock split. On June 1, 2023, the Company's Board of Directors authorized a 1 -for-20 reverse stock split of its Class A Common Stock and all related outstanding awards. The authorized shares remained unchanged from 275 million shares. The par value of the Class A Common Stock was unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. In accordance with ASC Topic 505, Equity, the Company has retroactively reflected this change within the share and per-share amounts disclosed throughout this document. Refer to the Shareholders' Equity footnote within these financial statements for additional information. Terrifier 3 On June 12, 2023, the Company announced that it had acquired the North American rights to Terrifier 3. At contract signing, $ 1.5 million was owed and based on the success of the project, the Company's commitment can reach $ 5.2 million. By the terms of the agreement, these commitments are recoupable based on the revenue generated by the project. Equity Raise On June 14, 2023, under its Securities Purchase Agreement pursuant a prospectus supplement which was part of an effective registration statement, the Company agreed to sell in a public offering an aggregate of 2,150,000 shares Common Stock, pre-funded warrants to purchase up to 516,667 shares of Common Stock, and common warrants to purchase up to 2,666,667 shares of Common Stock at an effective combined purchase price of $ 3.00 per share and related common warrant, for aggregate gross proceeds of approximately $ 8.0 million, before deducting placement agents fees and offering expenses payable by the Company. The shares or pre-funded warrants and related common warrants are immediately exercisable and separable. Each pre-funded warrant is exercisable for one share of Common Stock. The pre-funded warrants have a nominal exercise price of $ 0.001 per share, after the remainder of the full exercise cost was pre-funded to the Company at the closing of the offering and will expire when exercised in full. The Common Warrants have an exercise price of $ 3.00 per share and expire on the five year anniversary of the date of issuance. The closing of the offering occurred on June 16, 2023. Line of Credit Extension On June 28, 2023, the Company was notified in writing by EWB that it intends to extend the maturity date of the Line of Credit Facility to September 15, 2024 , subject to definitive documentation. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The accompanying consolidated financial statements of Cineverse Corp. have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). These consolidated financial Statements have been prepared by the Company following the rules and regulations of the SEC. All intercompany transactions and balances have been eliminated in consolidation. We own an 85 % interest in CON TV, LLC ("CONtv"), a worldwide digital network that creates original content, and sells and distributes on-demand digital content on the internet and other consumer digital distribution platforms, such as gaming consoles, set-top boxes, handsets, and tablets. We evaluated the investment under the voting interest entity model and determined that the entity should be consolidated as we have a controlling financial interest in the entity through our ownership of outstanding voting shares, and that other equity holders do not have substantive voting, participating or liquidation rights. We recorded net loss attributable to noncontrolling interest in our Consolidated Statements of Operations equal to 11 % of outstanding profit interest units retained by the noncontrolling interests. We indirectly own 100 % of the common equity of CDF2 Holdings, LLC (“CDF2 Holdings”), which was created for the purpose of capitalizing on the conversion of the exhibition industry from film to digital technology. CDF2 Holdings assists its customers in procuring the equipment necessary to convert their systems to digital technology by providing financing, equipment, installation and related ongoing services. CDF2 Holdings is a Variable Interest Entity (“VIE”), as defined in ASC 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. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although we indirectly, wholly own CDF2 Holdings, we, a third party that also has a variable interest in CDF2 Holdings, and an independent third party manager must mutually approve all business activities and transactions that significantly impact CDF2 Holdings’ economic performance. We have therefore assessed our variable interests in CDF2 Holdings and determined that we are not the primary beneficiary of CDF2 Holdings. As a result, CDF2 Holdings’ financial position and results of operations are not consolidated in our financial position and results of operations. In completing our assessment, we identified the activities that we consider most significant to the economic performance of CDF2 Holdings and determined that we do not have the power to direct those activities, and therefore we account for our investment in CDF2 Holdings under the equity method of accounting. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include revenue recognition, share-based compensation expense, valuation allowance for deferred income taxes, recovery of advances, fair value for asset acquisitions and business combinations, goodwill and intangible asset impairments, the fair value of our investment in Metaverse, and the assessment of amortization lives to 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 the assumptions, judgments and estimates. Actual results may differ from these estimates. |
Reclassifications | Reclassifications Certain amounts have been reclassified to conform to the current presentation. |
Cash and Cash Equivalents | 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. |
Non-monetary Transactions | Non-monetary Transactions During the year ended March 31, 2023, the Company entered into a non-monetary transaction for the purchase and sale of content licenses with an unrelated third party. The fair value of the content was based on a market approach and determined to be $ 1.0 million which is included in Revenues in our Consolidated Statements of Operations. No gain or loss was recognized, as the fair value of the content licenses purchased was determined to be $ 1.0 million and recognized within Intangible Assets, Net on our Consolidated Balance Sheets, and will be amortized over its three year estimated life. For the year ended March 31, 2023, $ 85 thousand of related amortization expense had been recognized. |
Accounts Receivable, Net | Accounts Receivable, Net We maintain reserves for potential credit losses on accounts receivable. 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. Reserves are recorded primarily on a specific identification basis. During the year ended March 31, 2023, the Company had written off $ 2.8 million of previously reserved accounts receivable balances. |
Employee Retention Tax Credit | Employee Retention Tax Credit The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") provided an employee retention credit which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the "Appropriations Act") extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70 % of qualified wages paid to employees during the 2021 fiscal year. The Company qualified for the employee retention credit beginning in June 2020 for qualified wages through September 2021 and filed a cash refund claim during the twelve months ended March 31, 2023 for $ 2.5 million. Accordingly, the Company recorded an employee retention credit totaling $ 2.5 million, respectively, in the Employee retention tax credit line on the Company’s Consolidated Statements of Oper ations. As of March 31, 2023, the tax credit receivable of $ 2.1 million has been included in the Employee retention tax credit line on the Company's Consolidated Balance Sheet. |
Advances | Advances Advances, which are recorded within prepaid and other current assets on the Consolidated Balance Sheets, represent amounts prepaid to studios or content producers for which we provide content distribution services for which we may have the right to recoup over the term of those services. We evaluate advances regularly for recoverability and record an allowance o n a specific identification basis for amounts that we expect may not be recoverable as of the Consolidated Balance Sheet dates. The provision for allowances related to advances were $ 1.3 million and $ 1.2 million , for the years ended March 31, 2023 and 2022 , respectively. |
Intangible Assets, Net | 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. We review the recoverability of our Intangible Assets when events or conditions occur that indicate a possible impairment exists. An 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. During the years ended March 31, 2023 and 2022 , we recorded an impairment of $ 0 and $ 2.0 million for our customer relationships, respectively. Amortization expense is recorded using the straight-line method over the estimated useful lives of the respective assets as follows: Content Library 3 – 20 years Trademarks and Tradenames 2 – 15 years Customer Relationships 5 – 13 years Theatre Relationship 12 years Software 10 years Intangible Assets 3 – 4 years Patents 3 years Advertiser Relationships and Channel 2 – 3 years Supplier Agreements 2 years The Company’s intangible assets include the following (in thousands): As of March 31, 2023 Cost Basis Accumulated Impairment Net Content Library $ 23,970 $ ( 21,126 ) - $ 2,844 Advertiser Relationships and Channel 12,604 ( 1,062 ) - 11,542 Supplier Agreements 11,430 ( 11,430 ) - - Customer Relationships 10,658 ( 7,599 ) ( 1,968 ) 1,090 Trademarks and Tradenames 4,026 ( 2,274 ) - 1,752 Software 3,200 ( 560 ) - 2,640 Total Intangible Assets $ 65,888 $ ( 44,052 ) $ ( 1,968 ) $ 19,868 As of March 31, 2022 Cost Basis Accumulated Impairment Net Content Library $ 23,685 $ ( 20,665 ) $ - $ 3,020 Advertiser Relationships and Channel 10,081 ( 161 ) - 9,920 Software 3,200 ( 240 ) - 2,960 Trademarks and Tradenames 4,026 ( 1,301 ) - 2,725 Customer Relationships 10,658 ( 7,327 ) ( 1,968 ) 1,363 Supplier Agreements 11,430 ( 11,384 ) - 46 Intangible Assets $ 63,080 $ ( 41,078 ) $ ( 1,968 ) $ 20,034 As of March 31, 2023, amortization expense for each of the successive five years is expected to be (in thousands): Total 2024 $ 3,378 2025 2,474 2026 1,822 2027 1,401 2028 1,291 Thereafter 9,501 Total $ 19,868 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment 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, with useful life ranges by major asset class as follows: Computer equipment and software 3 - 5 years Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 7 years 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 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 on a straight-line basis. Post-configuration training and maintenance costs are expensed as incurred. Our Property and Equipment is considered for impairment if a triggering event occurs, following the same methodology described in the Intangible Assets, net section. As of March 31, 2023, the Company's gross Property and Equipment of $ 68.1 million had $ 66.3 million of associated accumulated depreciation. As of March 31, 2022, the Company's gross Property and Equipment of $ 111.7 million had $ 109.7 million of associated accumulated depreciation. |
Goodwill | 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 reassessed goodwill impairment on its annual measurement date of March 31, 2023 by performing a qualitative analysis and determined that it was not more likely than not that the fair value of its reporting unit is greater than its carrying amount. During the year ended March 31, 2023, the Company recorded a purchase price adjustment to reduce Goodwill by $ 260 thousand. No goodwill impairment charge was recorded in the years ended March 31, 2023 and 2022 . |
Fair Value Measurements | Fair Value Measurements The authoritative guidance on fair value measurements establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis, within ASC 820, Fair Value Measurement . Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels: • Level 1 – quoted prices in active markets for identical investments • Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) • Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands): As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ — $ — $ 5,200 $ 5,200 $ — $ — $ 5,200 $ 5,200 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,444 $ 1,444 Long term portion of earnout consideration on purchase — — — — $ — $ — $ 1,444 $ 1,444 As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase — — 603 603 $ — $ — $ 1,684 $ 1,684 On February 14, 2020, the Company acquired an approximate 11.5 % interest in A Metaverse Company (“Metaverse”), a publicly traded Chinese entertainment company, formerly Starrise Media Holdings Limited, whose ordinary shares are listed on the Stock Exchange of Hong Kong. The Company acquired such interest as a strategic investment and in a private transaction from a shareholder of Metaverse that is related to our major shareholders. Our major shareholders also maintain a significant beneficial interest ownership in Metaverse. On April 10, 2020, the Company purchased an additional 15 % interest in Metaverse in a private transaction from shareholders of Metaverse that are affiliated with the major shareholder of the Company. The Company recorded an additional equity investment of approximately $ 28.2 million, which was the fair market value of the Metaverse shares on the transaction date on the Stock Exchange of Hong Kong, in exchange for the Company’s common stock of $ 11.0 million, valued at the date of the issuance of the Common Stock of the Company. The difference in the value of shares received in Metaverse and shares issued by the Company is deemed as contributed capital and recorded in additional paid-in capital. This transaction was also recorded as an equity investment in Metaverse. The Company has accounted for this investment under the equity method of accounting as the Company can exert significant influence over Metaverse with its direct ownership and affiliation with the Company’s majority shareholders. The Company has made an irrevocable election to apply the fair value option under ASC 825-10, Financial Instruments , as it relates to its equity investment in Metaverse. As of March 31, 2022, the value of our equity investment in Metaverse of $ 7.0 million, using the quoted trading price of the Stock Exchange of Hong Kong, resulting in an increase in fair value of $ 0.6 million for the year ended March 31, 2022. Following the halting of Metaverse stock trading on the Stock Exchange of Hong Kong in April 2022, the Company valued our equity investment in Metaverse using a market approach and is categorized as a Level 3 valuation based on unobservable inputs. The Company estimated the fair value of Metaverse based on the last known enterprise value, adjusting for trends in enterprise valuations for comparable companies. As of March 31, 2023, the fair value was $ 5.2 million, resulting in a decrease in fair value of $ 1.8 million for the year ended March 31, 2023. The Company estimated the fair value of its earnout liability using contractual inputs from the related business combination, which established specific fiscal year 2023 revenue growth, profitability and EBITDA targets. The Company utilizes the most up to date forecast to estimate the outcome against these targets to determine the ultimate estimated payout. The amounts recognized are not discounted. During the fiscal year ended March 31, 2023, the Company increased the estimated earnout liability by $ 80 thousand and made payments of $ 238 thousand to reduce this liability, partially offset by $ 83 thousand of interest accrued. Our cash and cash equivalents, accounts receivable, unbilled revenue and accounts payable and accrued expenses are financial instruments and are recorded at cost in the consolidated balance sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. |
Asset Acquisitions | Asset Acquisitions An asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business. Asset acquisitions are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. |
Prepaid and Other Current Assets | Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): As of March 31, 2023 2022 Advances and Due from Producers $ 3,724 $ 3,978 Other receivables 420 826 Inventory 207 116 Other prepaid expenses 1,107 989 Total prepaid and other current assets $ 5,458 $ 5,909 Advances and amounts due from producers represent amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances and amounts due from producers regularly for recoverability and an allowance for amounts that we expect may not be recoverable. The provision for allowances and accelerated amortization related to advances and amounts due from producers were $ 1.3 million and $ 1.2 million for the years ended March 31, 2023 and 2022 , respectively. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of March 31, 2023 2022 Accounts payable $ 15,042 $ 34,177 Amounts due to producers 13,114 10,430 Accrued compensation and benefits 2,532 3,507 Accrued other expenses 3,843 3,911 Total accounts payable and accrued expenses $ 34,531 $ 52,025 |
Revenue Recognition | 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. We have in the past entered into arrangements in connection with activation fees due from our System deployments that had extended payment terms. The outstanding balances on these arrangements are insignificant and hence the impact of significant financing would be insignificant. Cinema Equipment Segment Our Cinema Equipment segment consists of financing vehicles and administrators for Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for Systems installed domestically and internationally in our second deployment phase (“Phase II Deployment”). We retain ownership of our Systems and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period. For certain Phase II Deployment Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment and at the expiration of the exhibitor master license agreements. The Cinema Equipment segment also provides monitoring, data collection, serial data verification and management services to this segment, as well as to exhibitors who purchase their own equipment, in order to collect virtual print fees (“VPFs”) from motion picture studios and distributors and Alternative Content Fees (“ACFs”) from alternative content providers, and to distribute those fees to theatrical exhibitors (collectively, “Services”). VPFs are earned, net of administrative fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to Phase II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres. VPFs are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term. One VPF is payable for every digital title initially displayed per System. The amount of VPF revenue is dependent on the number of movie titles released and displayed using the Systems in any given accounting period. VPF revenue is recognized in the period the title first plays for general audience viewing in a digital projector equipped movie theatre. The Phase 1 Deployment’s and Phase 2 Deployments performance obligations for revenue recognition are met at this time. Phase II Deployment’s agreements with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed; however, Phase II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors, is achieved. Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter. Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.” Under the terms of our standard cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement, after which time, they have the option to: (i) return the Systems to us; (ii) renew their license agreement for successive one-year terms; or (iii) purchase the Systems from us at fair market value. As permitted by these agreements, we typically pursue the sale of the Systems to such exhibitors. Cineverse recognizes revenue once the customer takes possession of the Systems and Cineverse received the sale proceeds. Such sales were originally contemplated as the conclusion of the digital cinema deployment plan. For the Fiscal Years ended March 31, 2023 and 2022, the Company recognized revenue of $ 2.6 million and $ 9.6 million from Digital Cinema System Sales, respectively. The Cinema Equipment segment earns an administrative fee of approximately 5 % of VPFs collected and, in addition, earns an incentive service fee equal to 2.5 % of the VPFs earned by Phase 1 Deployment. This administrative fee is related to the collection and remittance of the VPF’s and the performance obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on screens utilizing our Systems installed in movie theatres. The service fees are recognized at a point in time revenue when the corresponding VPF fees are due from the movie studios and distributors. A limited number of systems from our Phase I deployment remain eligible for VPF's from certain distributors where Phase I exhibitors have renewed their term on an annual basis. We continue to pursue system sales for these remaining exhibitors. For the year ended March 31, 2023 and 2022, $ 9.1 million and $ 4.8 million of revenue was recognized that was included in the accounts payable balance as constrained variable consideration at the beginning of the year. Certain agreements with studios contain the right to audit VPF fees. As a result, the Company recognized these amounts as constrained variable consideration until audit conclusion or the expiration of the associated audit rights. The Company recognized the revenue once the uncertainty associated with the variable considerations was resolved. As of March 31, 2023, approximatel y $ 1.0 million remains on our Consolidated Balance Sheet in accounts payable as constrained variable consideration. Content & Entertainment Segment Our Content & Entertainment segment earns fees for the distribution of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD” or “OTT Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Base Distribution”). Fees earned are typically a percentage based on the net amounts received from our customers. Depending upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies. The Company’s performance obligations include the delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”) on the digital platforms, and shipment of DVDs and Blu-ray Discs. Revenue is recognized at the point in time when the content is available for subscription on the digital platform (the Company’s digital content is considered functional IP), at the time of shipment for physical goods, or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer. The Company considers the delivery of content through various distribution channels to be a single performance obligation. Base Distribution Revenue from the sale of physical goods is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration. Base Distribution is recognized after deducting reserves for sales returns and other allowances. Reserves for potential sales returns and other allowances are recorded based upon historical experience. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. The Content & Entertainment segment also has contracts for the theatrical distribution of third party feature movies and alternative content. The Content & Entertainment segment's distribution fee revenue and participation in box office receipts are recognized at the time a feature movie and alternative content are viewed. The Content & Entertainment segment has the right to receive or bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative content’s theatrical release date. The Company follows the five-step model established by ASC 606, Revenue from Contracts with Customers when preparing its assessment of revenue recognition. Principal Agent Considerations Revenue earned by our Content & Entertainment segment 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: • which party is primarily responsible for fulfilling the promise to provide the specified good or service; and • which party has discretion in establishing the price for the specified good or service. 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 potential credit losses on accounts receivable. 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. Reserves are recorded primarily on a specific identification basis. Our Content & Entertainment segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a sale. Reserves for product returns and other allowances is variable consideration as part of the transaction price. If actual future returns and allowances differ from past experience, adjustments to our allowances may be required. We record accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms. Such accounts receivable are discounted to their present value at prevailing market rates. 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, even if amounts are refundable. Deferred revenue pertaining to our Content & Entertainment includes amounts related to the sale of DVDs with future release dates. Deferred revenue relating to our Cinema Equipment segment pertains to revenues earned in connection with up front exhibitor contributions that are deferred and recognized over the expected cost recoupment period. It also includes unamortized balances in connection with activation fees due from the Systems deployments that have extended payment terms. The ending deferred revenue balance, including current as of March 31, 2023 and 2022 was $ 0.2 million . For the year ended March 31, 2023, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business. During the year ended March 31, 2023 , $ 0.2 million of revenue was recognized that was included in the deferred revenue balance at the beginning of the year. 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. Disaggregation of Revenue The Company disaggregates revenue into different revenue categories for the Content & Entertainment and Cinema Equipment segments. The Content & Entertainment segment revenue categories are: Base Distribution and Streaming and Digital. The Cinema Equipment segment revenue categories are: Variable Consideration, System Sales, and Services and Deployment. The following tables present the Company’s revenue by segment and source (in thousands): Year Ended March 31, 2023 2022 Content & Entertainment segment: Streaming and Digital $ 40,423 $ 27,448 Base Distribution 15,554 10,447 Total Content & Entertainment revenue $ 55,977 $ 37,895 Cinema Equipment segment: Variable Consideration $ 9,136 $ 4,810 System Sales 2,632 11,267 Services and Deployment 281 2,082 Total Cinema Equipment revenue $ 12,049 $ 18,159 Total Revenue $ 68,026 $ 56,054 As of March 31, 2023, our Phase I Deployment and Phase II Deployment agreements with certain major studios have reached their conclusion and we do not expect any material revenues to be generated in the Cinema Equipment segment except for System Sales. Concentrations For the fiscal year ended March 31, 2023 , one customer represented 10 % of consolidated revenue, accounting for 18 % of Content & Entertainment revenue and 12 % of Cinema Equipment revenue. For the fiscal year ended March 31, 2022, no customer accounted for more than 10 % of our consolidated revenue. |
Direct Operating Costs | Direct Operating Costs Direct operating costs consist of operating costs such as cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty expenses, allowance against advances, a nd marketing and direct personnel costs. |
Stock-based Compensation | Stock-based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of restricted stock, restricted stock units, stock appreciation rights and performance stock units. 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 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 and non-employee is required to provide service in exchange for the award. The fair values of options and stock appreciation rights 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. |
Income Taxes | 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 ASC Topic 740-10, Income Taxes , which 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 settlement with the taxing authority is recorded. The Company has no uncertain tax positions. |
Earnings per Share | Earnings per Share Basic net income (loss) per share is computed based on 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 stockholders by the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include stock options and stock appreciation right outstanding during the period, and performance awards which are expected to be settled in shares and would be issuable at period end, 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 stockholders causes all potentially dilutive securities to be anti-dilutive and are not included. Basic and diluted net income (loss) per share are computed as follows (in thousands, except per share data): Year Ended March 31, 2023 2022 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ ( 10,085 ) $ 1,770 Shares used in basic computation: Weighted-average shares of common stock outstanding 8,889 8,532 Basic net income (loss) per share $ ( 1.13 ) $ 0.21 Shares used in diluted computation: Weighted-average shares of common stock outstanding $ 8,889 $ 8,532 Stock options and SARs — 159 Weighted-average number of shares 8,889 8,691 Diluted net income (loss) per share $ ( 1.13 ) $ 0.20 The calculation of diluted net income (loss) per share for the year ended March 31, 2023 and 2022 does not include the impact of 700 thousand and 339 thousand potentially dilutive shares, respectively, relating to stock options, performance shares and stock appreciation rights, as their impact would have been anti-dilutive due to the respective period's income (loss) and an exercise price which exceeded period-end share price. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company evaluates all Accounting Standard Updates ("ASUs") issued but not yet effective by 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 October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU 2021- 08”) 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ," which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively. The Company does not expect the adoption of the amendments to have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, " Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ," which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company does not expect the adoption to have a material impact on our consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of amortization expense | Content Library 3 – 20 years Trademarks and Tradenames 2 – 15 years Customer Relationships 5 – 13 years Theatre Relationship 12 years Software 10 years Intangible Assets 3 – 4 years Patents 3 years Advertiser Relationships and Channel 2 – 3 years Supplier Agreements 2 years |
Schedule of intangible assets | As of March 31, 2023 Cost Basis Accumulated Impairment Net Content Library $ 23,970 $ ( 21,126 ) - $ 2,844 Advertiser Relationships and Channel 12,604 ( 1,062 ) - 11,542 Supplier Agreements 11,430 ( 11,430 ) - - Customer Relationships 10,658 ( 7,599 ) ( 1,968 ) 1,090 Trademarks and Tradenames 4,026 ( 2,274 ) - 1,752 Software 3,200 ( 560 ) - 2,640 Total Intangible Assets $ 65,888 $ ( 44,052 ) $ ( 1,968 ) $ 19,868 As of March 31, 2022 Cost Basis Accumulated Impairment Net Content Library $ 23,685 $ ( 20,665 ) $ - $ 3,020 Advertiser Relationships and Channel 10,081 ( 161 ) - 9,920 Software 3,200 ( 240 ) - 2,960 Trademarks and Tradenames 4,026 ( 1,301 ) - 2,725 Customer Relationships 10,658 ( 7,327 ) ( 1,968 ) 1,363 Supplier Agreements 11,430 ( 11,384 ) - 46 Intangible Assets $ 63,080 $ ( 41,078 ) $ ( 1,968 ) $ 20,034 |
Schedule of amortization expense for intangible assets | Total 2024 $ 3,378 2025 2,474 2026 1,822 2027 1,401 2028 1,291 Thereafter 9,501 Total $ 19,868 |
Schedule of estimated useful lives of property and equipment, net | Computer equipment and software 3 - 5 years Internal use software 5 years Digital cinema projection systems 10 years Machinery and equipment 3 - 10 years Furniture and fixtures 3 - 7 years |
Schedule of fair value measurements of our financial assets and liabilities | As of March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ — $ — $ 5,200 $ 5,200 $ — $ — $ 5,200 $ 5,200 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,444 $ 1,444 Long term portion of earnout consideration on purchase — — — — $ — $ — $ 1,444 $ 1,444 As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 7,028 $ — $ — $ 7,028 $ 7,028 $ — $ — $ 7,028 Liabilities: Current portion of earnout consideration on purchase $ — $ — $ 1,081 $ 1,081 Long term portion of earnout consideration on purchase — — 603 603 $ — $ — $ 1,684 $ 1,684 |
Schedule of prepaid and other current assets | Prepaid and other current assets consisted of the following (in thousands): As of March 31, 2023 2022 Advances and Due from Producers $ 3,724 $ 3,978 Other receivables 420 826 Inventory 207 116 Other prepaid expenses 1,107 989 Total prepaid and other current assets $ 5,458 $ 5,909 |
Schedule of accounts payable and accrued expenses | As of March 31, 2023 2022 Accounts payable $ 15,042 $ 34,177 Amounts due to producers 13,114 10,430 Accrued compensation and benefits 2,532 3,507 Accrued other expenses 3,843 3,911 Total accounts payable and accrued expenses $ 34,531 $ 52,025 |
Schedule of revenue disaggregation | The following tables present the Company’s revenue by segment and source (in thousands): Year Ended March 31, 2023 2022 Content & Entertainment segment: Streaming and Digital $ 40,423 $ 27,448 Base Distribution 15,554 10,447 Total Content & Entertainment revenue $ 55,977 $ 37,895 Cinema Equipment segment: Variable Consideration $ 9,136 $ 4,810 System Sales 2,632 11,267 Services and Deployment 281 2,082 Total Cinema Equipment revenue $ 12,049 $ 18,159 Total Revenue $ 68,026 $ 56,054 |
Schedule of basic and diluted net income (loss) per share | Basic and diluted net income (loss) per share are computed as follows (in thousands, except per share data): Year Ended March 31, 2023 2022 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ ( 10,085 ) $ 1,770 Shares used in basic computation: Weighted-average shares of common stock outstanding 8,889 8,532 Basic net income (loss) per share $ ( 1.13 ) $ 0.21 Shares used in diluted computation: Weighted-average shares of common stock outstanding $ 8,889 $ 8,532 Stock options and SARs — 159 Weighted-average number of shares 8,889 8,691 Diluted net income (loss) per share $ ( 1.13 ) $ 0.20 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of analysis of option activity | As of March 31, 2023 Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 148 0.3 2.25 $ 148 $ — $ 280 - $ 488 10.0 0.50 $ 290 — 10.2 0.54 $ 287 $ — As of March 31, 2022 Range of Exercise Prices Options Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 148 0.3 3.25 $ 148 $ — $ 280 - $ 488 10.6 1.50 290 — 10.9 1.54 $ 287 $ — A |
Schedule of stock appreciation rights outstanding | As of March 31, 2023 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 7.80 - $ 14.80 430 8.37 $ 11.15 $ 3 $ 23.20 - $ 29.40 105 6.25 27.62 — $ 34.20 - $ 42.00 100 8.78 40.18 — $ 44.60 - $ 51.20 21 8.57 45.46 — 657 8.10 $ 19.33 $ 3 As of March 31, 2022 Range of Prices SARs Outstanding Weighted Average Remaining Life in Years Weighted Average Exercise Price Aggregate Intrinsic Value $ 10.80 - $ 14.80 278 8.74 $ 12.40 $ 1,208 $ 23.20 - $ 29.40 114 7.90 27.40 — $ 34.20 - $ 42.00 123 8.91 39.40 — $ 44.60 - $ 51.20 30 9.60 46.40 — 545 8.65 $ 23.52 $ 1,208 SARs Exercisable Weighted Average Weighted Average Aggregate Intrinsic Value 424 7.6 $ 20.46 $ — |
Schedule of weighted average assumptions used to estimate fair value of SARs | The following weighted average assumptions were used to estimate the fair value of SARs granted, as follows: For the Year Ended March 31, 2023 2022 Expected dividend yield — — Expected equity volatility 112 % 95 % - 114 % Expected term (years) 6.50 6.0 - 6.5 Risk-free interest rate 4.49 % 0.96 % - 1.63 % Exercise price $ 9.82 $ 25.80 -$ 51.20 Market price per share $ 9.82 $ 25.80 -$ 51.20 |
Schedule of SARs outstanding | Year Ended March 31, 2022 545 Issued 155 Forfeited ( 43 ) March 31, 2023 657 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lease-related assets and liabilities | The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands): Classification on the Balance Sheet 2023 2022 Assets Noncurrent Other long-term assets $ 1,265 $ 749 Liabilities Current Operating leases – current portion 418 258 Noncurrent Operating leases – long-term portion 863 491 Total operating lease liabilities $ 1,281 $ 749 |
Schedule of operating lease commitments and subleasing arrangements | The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments and subleasing arrangements (in thousands): Year ending March 31, Operating Lease Commitments Sublease Payments 2024 $ 446 $ 180 2025 415 154 2026 191 — 2027 201 — 2028 68 — Thereafter — — |
Schedule of estimate gross project commitments over the next five fiscal years | Based on the stage of the Company's projects, the table presented below represents an estimate of the Company's gross project commitments over the next five fiscal years (in thousands). Fiscal Year Ended March 31, 2024 2025 2026 2027 2028 Total Project Commitments $ 1,718 $ 343 $ 283 $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments and corporate | The following tables present certain financial information related to our reportable segments and Corporate (in thousands): As of March 31, 2023 Intangible Goodwill Total Line of Credit, Net Operating Cinema Equipment $ — $ — $ 6,928 $ — $ — Content & Entertainment 19,644 20,824 73,587 — 1,281 Corporate 224 — 7,472 4,924 — Total $ 19,868 $ 20,824 $ 87,988 $ 4,924 $ 1,281 As of March 31, 2022 Intangible Goodwill Total Line of Credit, Net Operating Cinema Equipment $ — $ — $ 24,445 $ — $ — Content & Entertainment 19,946 21,084 68,873 — — Corporate 88 — 11,318 — 749 Total $ 20,034 $ 21,084 $ 104,636 $ — $ 749 |
Schedule of statement of operations | Statements of Operations For the Year Ended March 31, 2023 Cinema Content & Entertainment Corporate Consolidated Revenues $ 12,049 $ 55,978 $ — $ 68,026 Direct operating 411 35,953 — 36,364 Selling, general and administrative 2,645 15,073 19,101 36,819 Allocation of corporate overhead 374 10,093 ( 10,467 ) — Depreciation and amortization 326 3,429 8 3,763 Total operating expenses 3,756 64,548 8,642 76,946 Operating income (loss) $ 8,293 $ ( 8,570 ) $ ( 8,642 ) $ ( 8,920 ) Statements of Operations For the Year Ended March 31, 2022 Cinema Content & Entertainment Corporate Consolidated Revenues $ 18,159 $ 37,895 $ — $ 56,054 Direct operating 687 20,207 — 20,894 Selling, general and administrative 1,405 13,935 14,211 29,551 Depreciation and amortization 1,160 3,401 5 4,566 Impairment of intangible assets — 1,968 — 1,968 Allocation of corporate overhead 560 3,752 ( 4,312 ) — Total operating expenses 3,812 43,263 9,904 56,979 Operating income (loss) $ 14,347 $ ( 5,368 ) $ ( 9,904 ) $ ( 925 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense benefit | For the Fiscal Year 2023 2022 Federal: Current $ — $ — Deferred — ( 672 ) Total federal $ — $ ( 672 ) State: Current $ 12 $ 100 Deferred — ( 216 ) Total state $ 12 $ ( 116 ) Foreign: Current $ 107 $ — Deferred — — Total foreign 107 — Income tax expense (benefit) $ 119 $ ( 788 ) |
Schedule of net deferred tax | Net deferred taxes consisted of the following (in thousands): As of March 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 18,318 $ 15,853 Stock-based compensation 3,246 2,391 Intangibles 4,800 5,247 Accrued liabilities 908 1,216 Allowance for doubtful accounts — 865 Investments 4,344 3,797 Nondeductible interest expense 3,479 3,654 Other 750 326 Total deferred tax assets before valuation allowance 35,845 33,349 Less: Valuation allowance ( 35,755 ) ( 33,212 ) Total deferred tax assets after valuation allowance $ 90 $ 137 Deferred tax liabilities: Depreciation and amortization $ ( 90 ) $ ( 137 ) Total deferred tax liabilities ( 90 ) ( 137 ) Net deferred tax $ — $ — |
Schedule of united states statutory federal tax rate and our effective tax rate | The differences between the U.S. statutory federal tax rate and our effective tax rate are as follows: For the Year 2023 2022 Provision at the U.S. statutory federal tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 8.0 % ( 83.7 )% Change in valuation allowance ( 27.8 )% 137.0 % Non-deductible expenses ( 8.3 )% 31.5 % Executive officer compensation limitation – Section 162(m) ( 2.0 )% 2.8 % PPP loan forgiveness — ( 30.9 )% Losses from non-consolidated entities 7.9 % ( 131.1 )% Other ( 0.1 )% 0.2 % Income tax benefit (expense) ( 1.3 )% ( 53.2 )% |
Nature of Operations and Liqu_2
Nature of Operations and Liquidity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Nature of Operations and Liquidity Details [Line Items] | |||
Nature of operations and liquidity, description | (i) a distributor and aggregator of independent movie, television and other short form content managing a library of distribution rights to thousands of titles and episodes released across digital, physical, theatrical, home and mobile entertainment platforms and (ii) a servicer of digital cinema assets for movie screens in both North America and several international countries. | ||
Accumulated deficit | $ 482,400 | ||
Working capital | 7,800 | ||
Net loss attributable to common shareholders | 10,085 | $ (1,770) | |
Net cash used by operating activities | 8,800 | ||
Out standing line of credit facility | 4,924 | ||
Revolving Credit Facility [Member] | East West Bank [Member] | |||
Nature of Operations and Liquidity Details [Line Items] | |||
Revolving line of credit | $ 5,000 | ||
Line of credit facility interest rate description | The Line of Credit Facility bears interest at a rate equal to 1.5% above the prime rate, and was 9.0% as of March 31, 2023. | ||
Credit facility expiration date | Sep. 15, 2023 | ||
Debt instrument maturity date extension period | 1 year | ||
Out standing line of credit facility | $ 5,000 | ||
Revolving Credit Facility [Member] | East West Bank [Member] | Prime Rate [Member] | |||
Nature of Operations and Liquidity Details [Line Items] | |||
Interest rate percentage over the prime rarte | 1.50% | ||
Interest rate, stated percentage | 9% | ||
Revolving Credit Facility [Member] | East West Bank [Member] | Subsequent Event [Member] | |||
Nature of Operations and Liquidity Details [Line Items] | |||
Credit facility expiration date | Sep. 15, 2024 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | |||
Apr. 10, 2020 USD ($) | Dec. 31, 2021 | Mar. 31, 2023 USD ($) Customers $ / shares shares | Mar. 31, 2022 USD ($) Customers $ / shares shares | Feb. 14, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue from related parties | $ 1,000,000 | ||||
Gain loss on revenue recognized | 0 | ||||
Fair value of purchased content licenses | $ 1,000,000 | ||||
Amortization estimated life | 3 years | ||||
Amortization expense (in Dollars) | $ 85,000 | ||||
Accounts receivable, allowance for credit loss, writeoff | 2,800,000 | ||||
Employee retention tax credit percentage | 70% | ||||
Employee retention credit cash refund claim | 2,500,000 | ||||
Employee retention tax credit | 2,475,000 | ||||
Employee retention tax credit receivable | 2,100,000 | ||||
Provision for allowances related to advances | 1,300,000 | $ 1,200,000 | |||
Provision for allowances related to advance and amount due from producers | 1,300,000 | 1,200,000 | |||
Property and equipment, gross | 68,100,000 | 111,700,000 | |||
Property and equipment, accumulated depreciation | 66,300,000 | 109,700,000 | |||
Goodwill impairment charge | 0 | 0 | |||
Purchase price adjustments to goodwill | 260,000 | ||||
Initial investment | $ 28,200,000 | ||||
Issuance of common stock value | $ 11,000,000 | ||||
Increase in estimated earnout liability | 80,000 | ||||
Payment of earnout liability | 238,000 | ||||
Partially offset of accrued interest | 83,000 | ||||
Impairment of customer relationship | 0 | 2,000,000 | |||
Impairment of intangible assets | $ 0 | 1,968,000 | |||
Payment period | 10 years | ||||
Revenue recognized | $ 68,026,000 | 56,054,000 | |||
Incentive fees, percentage | 2.50% | ||||
Deferred revenue, current | $ 226,000 | $ 196,000 | |||
Revenue recognized previously included in deferred revenue | 200,000 | ||||
Accounts payable | $ 1,000,000 | ||||
Number of customers | Customers | 1 | 0 | |||
Concentration risk percentage | 10% | 10% | |||
Tax benefit percentage | 50% | ||||
Potentially dilutive common shares from outstanding stock options and warrants (in Shares) | shares | 339,000 | ||||
Accounts Payable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue recognized (in Dollars) | $ 9,100,000 | $ 4,800,000 | |||
Digital Cinema System Sales [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue recognized | 2,600,000 | 9,600,000 | |||
Content & Entertainment [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue recognized | $ 55,977,000 | 37,895,000 | |||
Concentration risk percentage | 18% | ||||
Cinema Equipment [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Revenue recognized | $ 12,049,000 | 18,159,000 | |||
Concentration risk percentage | 12% | ||||
Cinema Equipment [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Administrative Fee Percentage | 5% | ||||
Stock Exchange of Hong Kong [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Increase (decrease) in fair value of equity method investment | $ (1,800,000) | $ 600,000 | |||
Common Class A [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Common stock shares, issued (in Shares) | shares | 9,413,597 | 8,831,471 | |||
common stock, par value and per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Starrise [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Majority interest, percentage | 15% | 11.50% | |||
Starrise [Member] | Stock Exchange of Hong Kong [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair value of equity method investment | $ 5,200,000 | $ 7,000,000 | |||
CON TV, LLC [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Majority interest, percentage | 85% | ||||
Profit interest percentage | 11% | ||||
CDF2 Holdings [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Ownership percentage | 100% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of amortization expense | 12 Months Ended |
Mar. 31, 2023 | |
Trademarks and Trade Names [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 2 years |
Trademarks and Trade Names [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 15 years |
Advertiser Relationships And Channel [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 2 years |
Advertiser Relationships And Channel [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 3 years |
Theatre Relationship [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 12 years |
Intangible Assets [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 3 years |
Intangible Assets [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 4 years |
Content Library [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 3 years |
Content Library [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 20 years |
Customer Relationships [Member] | Minimum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 5 years |
Customer Relationships [Member] | Maximum [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 13 years |
Patents [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 3 years |
Supplier Agreements [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 2 years |
Software [Member] | |
Amortization Expense Per Equivalent Unit of Production or Per Dollar of Gross Revenue [Line Items] | |
Estimated useful lives | 10 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Impairment | $ 0 | $ (1,968) |
Content Library [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 23,970 | 23,685 |
Accumulated Amortization | (21,126) | (20,665) |
Net | 2,844 | 3,020 |
Advertiser Relationships And Channel [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 12,604 | 10,081 |
Accumulated Amortization | (1,062) | (161) |
Net | 11,542 | 9,920 |
Customer Relationships [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 10,658 | 10,658 |
Accumulated Amortization | (7,599) | (7,327) |
Impairment | (1,968) | (1,968) |
Net | 1,090 | 1,363 |
Trademarks and Trade Names [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 4,026 | 4,026 |
Accumulated Amortization | (2,274) | (1,301) |
Net | 1,752 | 2,725 |
Supplier Agreements [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 11,430 | 11,430 |
Accumulated Amortization | (11,430) | (11,384) |
Net | 46 | |
Software [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 3,200 | 3,200 |
Accumulated Amortization | (560) | (240) |
Net | 2,640 | 2,960 |
Total Intangible Assets [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets [Line Items] | ||
Cost Basis | 65,888 | 63,080 |
Accumulated Amortization | (44,052) | (41,078) |
Impairment | (1,968) | (1,968) |
Net | $ 19,868 | $ 20,034 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of amortization expense for intangible assets - Intangible assets [Member] $ in Thousands | Mar. 31, 2023 USD ($) |
Summary of Significant Accounting Policies (Details) - Schedule of amortization expense for intangible assets [Line Items] | |
2024 | $ 3,378 |
2025 | 2,474 |
2026 | 1,822 |
2027 | 1,401 |
2028 | 1,291 |
Thereafter | 9,501 |
Total | $ 19,868 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment | 12 Months Ended |
Mar. 31, 2023 | |
Computer equipment and software [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Computer equipment and software [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Internal use software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Digital cinema projection systems [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Machinery and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of fair value measurements of our financial assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Assets: | ||
Equity investment in Metaverse, at fair value | $ 5,200 | $ 7,028 |
Total Assets | 5,200 | 7,028 |
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | 1,444 | 1,081 |
Long term portion of earnout consideration on purchase of a business | 603 | |
Total Liabilities | 1,444 | 1,684 |
Level 1 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | 7,028 | |
Total Assets | 7,028 | |
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | ||
Long term portion of earnout consideration on purchase of a business | ||
Total Liabilities | ||
Level 2 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | ||
Total Assets | ||
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | ||
Long term portion of earnout consideration on purchase of a business | ||
Total Liabilities | ||
Level 3 [Member] | ||
Assets: | ||
Equity investment in Metaverse, at fair value | 5,200 | |
Total Assets | 5,200 | |
Liabilities: | ||
Current portion of earnout consideration on purchase of a business | 1,444 | 1,081 |
Long term portion of earnout consideration on purchase of a business | 603 | |
Total Liabilities | $ 1,444 | $ 1,684 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of prepaid and other current assets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of prepaid and other current assets [Abstract] | ||
Advances and Due from Producers | $ 3,724 | $ 3,978 |
Other receivables | 420 | 826 |
Inventory | 207 | 116 |
Other prepaid expenses | 1,107 | 989 |
Total prepaid and other current assets | $ 5,458 | $ 5,909 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Accounts payable | $ 15,042 | $ 34,177 |
Amounts due to producers | 13,114 | 10,430 |
Accrued compensation and benefits | 2,532 | 3,507 |
Accrued other expenses | 3,843 | 3,911 |
Total accounts payable and accrued expenses | $ 34,531 | $ 52,025 |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue categories - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 68,026 | $ 56,054 |
Content & Entertainment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 55,977 | 37,895 |
Cinema Equipment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,049 | 18,159 |
Streaming and Digital [Member] | Content & Entertainment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 40,423 | 27,448 |
Base Distribution [Member] | Content & Entertainment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,554 | 10,447 |
Variable Consideration [Member] | Cinema Equipment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,136 | 4,810 |
System Sales [Member] | Cinema Equipment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,632 | 11,267 |
Services and Deployment [Member] | Cinema Equipment Segment [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 281 | $ 2,082 |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic net income (loss) per share: | ||
Net income (loss) attributable to common shareholders | $ (10,085) | $ 1,770 |
Weighted-average shares of common stock outstanding | 8,889 | 8,532 |
Basic net income (loss) per share | $ (1.13) | $ 0.21 |
Diluted net income (loss) per share: | ||
Weighted-average shares of common stock outstanding | 8,889 | 8,532 |
Stock options and SARs | 159 | |
Weighted-average number of shares | 8,889 | 8,691 |
Diluted net income (loss) per share | $ (1.13) | $ 0.20 |
Other Interests (Details)
Other Interests (Details) | 12 Months Ended | |||
Feb. 27, 2023 USD ($) shares | Mar. 15, 2022 USD ($) shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Other Interests Details [Line Items] | ||||
Purchase price shares (in Shares) | shares | 16,000 | |||
Investments for purchase of roundtable securities | $ 200,000 | |||
Maximum roundtable investment percentage | 20 | |||
Intangible assets, net | $ 19,868,000 | $ 20,034,000 | ||
Minority Owners [Member] | ||||
Other Interests Details [Line Items] | ||||
Percentage of minority interest | 15% | |||
CDF2 Holdings [Member] | ||||
Other Interests Details [Line Items] | ||||
Ownership percentage | 100% | |||
Accounts receivable | $ 500,000 | 800,000 | ||
Digital cinema servicing revenue | 200,000 | 800,000 | ||
Total stockholders' deficit | 59,200,000 | 55,600,000 | ||
Initial investment amount | $ 2,000,000 | $ 0 | ||
CON TV, LLC [Member] | ||||
Other Interests Details [Line Items] | ||||
Majority interest, percentage | 85% | |||
Christian Cinema LLC [Member] | ||||
Other Interests Details [Line Items] | ||||
Asset consideration | $ 1,500,000 | |||
Intangible assets, net | 1,500,000 | |||
Cash | 602,000 | |||
Stock issued during period value, reverse stock splits | $ 898,000 | |||
Christian Cinema LLC [Member] | Common Stock [Member] | ||||
Other Interests Details [Line Items] | ||||
Stock issued during period shares, reverse stock splits | shares | 83,000 | |||
Series A Preferred Stock [Member] | ||||
Other Interests Details [Line Items] | ||||
Preferred stock shares (in Shares) | shares | 500 | |||
Warrant shares (in Shares) | shares | 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 09, 2023 | Jun. 01, 2023 shares | May 30, 2023 | Oct. 31, 2021 USD ($) shares | Oct. 31, 2013 Employee $ / shares shares | Jun. 29, 2023 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Oct. 11, 2021 shares | Jul. 31, 2020 USD ($) | Aug. 31, 2017 shares | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Dividends preferred stock (in Dollars) | $ | $ 100 | $ 100 | ||||||||||
Net proceeds from from common stock | $ | $ 12,378 | |||||||||||
Equity line purchase agreement, description | (i) $50 million of newly issued shares of Common Stock and (ii) the Exchange Cap (as defined in the Equity Line Purchase Agreement), from time to time during the 24-month period from and after the October 21, 2021. Sales of Common Stock pursuant to the Equity Line Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley under the Equity Line Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line Purchase Agreement, upon execution of the Equity Line Purchase Agreement, the Company issued 10.5 thousand shares of Common Stock to B. Riley (the “Commitment Shares”), taking into account the Reverse Stock Split. The purchase price of the shares of Common Stock that we elect to sell to B. Riley pursuant to the Equity Line Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during the applicable purchase date, less a fixed 5% discount to such VWAP. Pursuant to the Registration Rights Agreement, the Company filed a Registration Statement on Form S-1 that was declared effective by the Securities and Exchange Commission on October 21, 2021 (File No. 333-260210) for the resale by B. Riley of up to 1.3 million shares of Common Stock (including the Commitment Shares) acquired pursuant to the Equity Line Purchase Agreement, taking into account the Reverse Stock Split. There were no sales under these agreements for the year ended March 31, 2023. As of March 31, 2023, there is still approximately $38.0 million available under the 2020 Shelf Registration Statement, and $37.6 million available under the Equity Line Purchase Agreement, to raise additional capital. | |||||||||||
Common stock available for future issuance under purchase agreement | $ | $ 38,000 | |||||||||||
Stock dividends | 37,000 | 12,000 | ||||||||||
Treasury stock shares | 66,000 | 66,000 | ||||||||||
Weighted average fair value of outstanding grants | $ / shares | $ 8.52 | $ 32.67 | ||||||||||
Share-based payment arrangement, option, exercise price range, outstanding, weighted average exercise price (in Dollars per share) | $ / shares | $ 287 | $ 287 | ||||||||||
Options forfeited | 400 | |||||||||||
Granted shares | 155,000 | |||||||||||
Maturity date | 10 years | |||||||||||
Subsequent Event [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Reverse stock split | 0.05 | |||||||||||
Reverse stock split description | 1:20 reverse stock split | |||||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Stock-based compensation | $ | $ 4,500 | $ 5,500 | ||||||||||
Performance Stock Units [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Shares granted | 6,000 | |||||||||||
Shares vested | 31,000 | |||||||||||
Shares issued | 0 | |||||||||||
Shares remained unvested | 16,000 | |||||||||||
Shares issued | 24,000 | |||||||||||
Shares withheld to pay taxes | 10,000 | |||||||||||
Stock Appreciation Rights (SARs) [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Compensation cost not yet recognized related to nonvested awards | $ | $ 441 | |||||||||||
Weighted average remaining vesting period | 7 months 20 days | |||||||||||
2017 Plan [Member] | Performance Stock Units [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Vesting period | 2 years | |||||||||||
Equity Incentive Plan [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Percent voting power threshold | 10% | |||||||||||
Exercise price if voting threshold is met, percent | 110% | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Common stock, shares authorized | 275,000,000 | |||||||||||
Shares of common stock | 582,000 | 455,000 | ||||||||||
Common Stock [Member] | Maximum [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Common stock, acquired | 1,300,000 | |||||||||||
ATM Sales Agreement [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Aggregate offering price | $ | $ 30,000 | |||||||||||
Net proceeds from from common stock | $ | $ 18,600 | |||||||||||
ATM Sales Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Net proceeds from from common stock | $ | $ 1,100 | |||||||||||
ATM Sales Agreement [Member] | Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Shares of common stock | 0 | 0 | 1,400,000 | |||||||||
ATM Sales Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Shares of common stock | 177,000 | |||||||||||
Equity Line Purchase Agreement [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Shares of common stock | 0 | |||||||||||
Discounted precentage of fixed volume weighted average price of common stock | 5% | |||||||||||
Common stock available for future issuance under purchase agreement | $ | $ 37,600 | |||||||||||
Equity Line Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Number of stock issued | 10,500 | |||||||||||
Stock issued value | $ | $ 50,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | ||||||||||
Number of shares award | 905,000 | |||||||||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Reverse stock split | 0.05 | |||||||||||
Reverse stock split description | On May 30, 2023, a Special Meeting of Stockholders of Cineverse was held to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Class A Common Stock, subject to the Board's discretion and to reduce the total number of Class A Common Stock authorized for issuance in connection with the reverse stock split. On June 1, 2023, the Company's Board of Directors authorized a 1-for-20 reverse stock split of its Class A Common Stock and all related outstanding awards. The authorized shares remained unchanged from 275 million shares. The par value of the Class A Common Stock was unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. In accordance with ASC Topic 505, Equity, the Company has retroactively reflected this change within the share and per-share amounts disclosed throughout this document. Refer to the Shareholders' Equity footnote within these financial statements for additional information.Terrifier 3On June 12, 2023, the Company announced that it had acquired the North American rights to Terrifier 3. At contract signing, $1.5 million was owed and based on the success of the project, the Company's commitment can reach $5.2 million. By the terms of the agreement, these commitments are recoupable based on the revenue generated by the project. | |||||||||||
Common stock, shares authorized | 275,000,000 | |||||||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Common stock, acquired | 391,000 | 26,000 | ||||||||||
Gaiam Americas, Inc. and Gaiam, Inc. GVE [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Number of employees joining company following acquisition | Employee | 10 | |||||||||||
Shares under option, granted | 3,000 | |||||||||||
Weighted average exercise price per share, granted (in Dollars per share) | $ / shares | $ 350 | |||||||||||
Options, outstanding shares | 600 | |||||||||||
Gaiam Americas, Inc. and Gaiam, Inc. GVE [Member] | Stock option [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Aware expiration period | 10 years | |||||||||||
Board of Directors [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Shares issued | 34,000 | 14,000 | ||||||||||
Board of Directors [Member] | Restricted Stock Awards [Member] | ||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||
Stock based compensation (in Dollars) | $ | $ 400 | $ 400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of analysis of option activity - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 9.82 | |
Options Outstanding (in Shares) | 10,200 | 10,900 |
Weighted Average Remaining Life in Years | 6 months 14 days | 1 year 6 months 14 days |
Weighted Average Exercise Price | $ 287 | $ 287 |
Aggregate Intrinsic Value (in Dollars) | ||
Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 25.80 | |
Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 51.20 | |
$148 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 148 | $ 148 |
Options Outstanding (in Shares) | 300 | 300 |
Weighted Average Remaining Life in Years | 2 years 3 months | 3 years 3 months |
Weighted Average Exercise Price | $ 148 | $ 148 |
Aggregate Intrinsic Value (in Dollars) | ||
$280 - $488 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (in Shares) | 10,000 | 10,600 |
Weighted Average Remaining Life in Years | 6 months | 1 year 6 months |
Weighted Average Exercise Price | $ 290 | $ 290 |
Aggregate Intrinsic Value (in Dollars) | ||
$280 - $488 [Member] | Minimum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 280 | $ 280 |
$280 - $488 [Member] | Maximum [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 488 | $ 488 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of weighted average assumptions used to estimate fair value of SARs - $ / shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | ||
Expected equity volatility | 112% | |
Expected equity volatility, minimum | 95% | |
Expected equity volatility, maximum | 114% | |
Expected term (years) | 6 years 6 months | |
Risk-free interest rate | 4.49% | |
Risk-free interest rate, minimum | 0.96% | |
Risk-free interest rate, maximum | 1.63% | |
Exercise price | $ 9.82 | |
Market price per share | $ 9.82 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years | |
Exercise price | $ 25.80 | |
Market price per share | $ 25.80 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 6 months | |
Exercise price | $ 51.20 | |
Market price per share | $ 51.20 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of stock appreciation rights outstanding - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Options Outstanding (in Shares) | 657 | 545 |
Weighted Average Remaining Life in Years | 8 years 1 month 6 days | 8 years 7 months 24 days |
Weighted Average Exercise Price | $ 19.33 | $ 23.52 |
Aggregate Intrinsic Value (in Dollars) | $ 3 | $ 1,208 |
Exercise Price Range One [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Range of Prices, Minimum | $ 7.80 | $ 10.80 |
Range of Prices, Maximum | $ 14.80 | $ 14.80 |
Options Outstanding (in Shares) | 430 | 278 |
Weighted Average Remaining Life in Years | 8 years 4 months 13 days | 8 years 8 months 26 days |
Weighted Average Exercise Price | $ 11.15 | $ 12.40 |
Aggregate Intrinsic Value (in Dollars) | $ 3 | $ 1,208 |
Exercise Price Range Two [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Range of Prices, Minimum | $ 23.20 | $ 23.20 |
Range of Prices, Maximum | $ 29.40 | $ 29.40 |
Options Outstanding (in Shares) | 105 | 114 |
Weighted Average Remaining Life in Years | 6 years 3 months | 7 years 10 months 24 days |
Weighted Average Exercise Price | $ 27.62 | $ 27.40 |
Aggregate Intrinsic Value (in Dollars) | ||
Exercise Price Range Three [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Range of Prices, Minimum | $ 34.20 | $ 34.20 |
Range of Prices, Maximum | $ 42 | $ 42 |
Options Outstanding (in Shares) | 100 | 123 |
Weighted Average Remaining Life in Years | 8 years 9 months 10 days | 8 years 10 months 28 days |
Weighted Average Exercise Price | $ 40.18 | $ 39.40 |
Aggregate Intrinsic Value (in Dollars) | ||
Exercise Price Range Four [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Range of Prices, Minimum | $ 44.60 | $ 44.60 |
Range of Prices, Maximum | $ 51.20 | $ 51.20 |
Options Outstanding (in Shares) | 21 | 30 |
Weighted Average Remaining Life in Years | 8 years 6 months 25 days | 9 years 7 months 6 days |
Weighted Average Exercise Price | $ 45.46 | $ 46.40 |
Aggregate Intrinsic Value (in Dollars) | ||
Options Exercisable [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | ||
Weighted Average Remaining Life in Years | 7 years 7 months 6 days | |
Weighted Average Exercise Price | $ 20.46 | |
Aggregate Intrinsic Value (in Dollars) | ||
Options Exercisable (in Shares) | 424 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of SARs outstanding - Stock appreciation rights [Member] shares in Thousands | 12 Months Ended |
Mar. 31, 2023 shares | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock appreciation rights outstanding [Line Items] | |
Outstanding March 31, 2022 | 545 |
Issued | 155 |
Forfeited | (43) |
Outstanding March 31, 2023 | 657 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 28, 2023 | Apr. 15, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Out standing line of credit facility | $ 4,924 | |||
Gain (loss) on extinguishment of notes payable | 2,178 | |||
Convertible Notes Payable [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, stated percentage | 1% | |||
PPP Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Gain (loss) on extinguishment of notes payable | $ 2,200 | |||
East West Bank [Member] | PPP Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Proceeds from loan | $ 2,200 | |||
Revolving Credit Facility [Member] | East West Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving line of credit | $ 5,000 | |||
Credit facility expiration date | Sep. 15, 2023 | |||
Out standing line of credit facility | $ 5,000 | |||
Debt instrument maturity date extension period | 1 year | |||
Interest expense | $ 200 | |||
Revolving Credit Facility [Member] | East West Bank [Member] | Subsequent Event [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Credit facility expiration date | Sep. 15, 2024 | |||
Revolving Credit Facility [Member] | East West Bank [Member] | Prime Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate percentage over the prime rarte | 1.50% | |||
Interest rate, stated percentage | 9% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 USD ($) Lease | Mar. 31, 2022 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||
Sublease term | 2025-01 | |
Sublease income | $ | $ 115 | |
Average discount rate | 3.34% | |
Rental expense | $ | $ 441 | $ 125 |
Domestic Operating Lease | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of operating lease | Lease | 1 | |
India Operations | ||
Commitments and Contingencies (Details) [Line Items] | ||
Number of operating lease | Lease | 2 | |
Lease expiration | 2027-07 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of lease-related assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Liabilities | ||
Total operating lease liabilities | $ 1,281 | $ 749 |
Operating lease right-of-use asset [Member] | ||
Assets | ||
Noncurrent | 1,265 | 749 |
Operating leases – current portion [Member] | ||
Liabilities | ||
Current | 418 | 258 |
Operating leases – long-term portion [Member] | ||
Liabilities | ||
Noncurrent | $ 863 | $ 491 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of operating lease commitments and subleasing arrangements $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Lease Commitments | |
2024 | $ 446 |
2025 | 415 |
2026 | 191 |
2027 | 201 |
2028 | 68 |
Sublease Payments | |
2024 | 180 |
2025 | $ 154 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of estimate gross project commitments over the next five fiscal years $ in Thousands | Mar. 31, 2023 USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2024 | $ 1,718 |
2025 | 343 |
2026 | $ 283 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 USD ($) Segments | Mar. 31, 2022 USD ($) | |
Segment Information (Details) [Line Items] | ||
Number of segments | Segments | 2 | |
Corporate Segment [Member] | ||
Segment Information (Details) [Line Items] | ||
Stock based compensation cost | $ 4,470 | $ 4,453 |
Content & Entertainment [Member] | ||
Segment Information (Details) [Line Items] | ||
Stock based compensation cost | $ 1,034 |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable segments and corporate - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Intangible Assets, net | $ 19,868 | $ 20,034 |
Goodwill | 20,824 | 21,084 |
Total Assets | 87,988 | 104,636 |
Line of Credit, Net | 4,924 | |
Operating Lease Liabilities | 1,281 | 749 |
Cinema Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Intangible Assets, net | ||
Goodwill | ||
Total Assets | 6,928 | 24,445 |
Line of Credit, Net | ||
Operating Lease Liabilities | ||
Content & Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Intangible Assets, net | 19,644 | 19,946 |
Goodwill | 20,824 | 21,084 |
Total Assets | 73,587 | 68,873 |
Line of Credit, Net | ||
Operating Lease Liabilities | 1,281 | |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Intangible Assets, net | 224 | 88 |
Goodwill | ||
Total Assets | 7,472 | 11,318 |
Line of Credit, Net | 4,924 | |
Operating Lease Liabilities | $ 749 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of statement of operations - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 68,026 | $ 56,054 |
Selling, general and administrative | 36,819 | 29,551 |
Depreciation and amortization | 3,763 | 4,566 |
Impairment of intangible assets | 0 | 1,968 |
Total operating expenses | 76,946 | 56,979 |
Operating loss | (8,920) | (925) |
Cinema Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 12,049 | 18,159 |
Direct operating | 411 | 687 |
Selling, general and administrative | 2,645 | 1,405 |
Allocation of corporate overhead | 374 | 560 |
Depreciation and amortization | 326 | 1,160 |
Impairment of intangible assets | ||
Total operating expenses | 3,756 | 3,812 |
Operating loss | 8,293 | 14,347 |
Content & Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 55,978 | 37,895 |
Direct operating | 35,953 | 20,207 |
Selling, general and administrative | 15,073 | 13,935 |
Allocation of corporate overhead | 10,093 | 3,752 |
Depreciation and amortization | 3,429 | 3,401 |
Impairment of intangible assets | 1,968 | |
Total operating expenses | 64,548 | 43,263 |
Operating loss | (8,570) | (5,368) |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Direct operating | ||
Selling, general and administrative | 19,101 | 14,211 |
Allocation of corporate overhead | (10,467) | (4,312) |
Depreciation and amortization | 8 | 5 |
Impairment of intangible assets | ||
Total operating expenses | 8,642 | 9,904 |
Operating loss | (8,642) | (9,904) |
Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 68,026 | 56,054 |
Direct operating | 36,364 | 20,894 |
Selling, general and administrative | 36,819 | 29,551 |
Allocation of corporate overhead | ||
Depreciation and amortization | 3,763 | 4,566 |
Impairment of intangible assets | 1,968 | |
Total operating expenses | 76,946 | 56,979 |
Operating loss | $ (8,920) | $ (925) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2018 | |
Income Taxes (Details) [Line Items] | |||||
Income tax expense from operations | $ 0.1 | ||||
Income tax (benefit) | $ (0.8) | ||||
income tax (benefit) substantially related | (0.8) | ||||
Income tax expense related to foreign income taxes | 0.1 | ||||
Tax (benefit) release of valuation allowances | (0.9) | ||||
Income taxes due to taxable income at state level and timing differences related to fixed asset depreciation | 0.1 | ||||
Net change in valuation allowance | 2.5 | 2.2 | |||
Net operating loss carryforwards | 41.1 | $ 41.1 | $ 41.1 | $ 41.1 | |
Deferred tax assets, operating loss carryforwards | $ 233.5 | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 209 | ||||
Domestic Tax Authority [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net operating loss carryforwards | 63.7 | ||||
Foreign Tax Authority [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net operating loss carryforwards | 22.6 | ||||
State and Local Jurisdiction [Member] | |||||
Income Taxes (Details) [Line Items] | |||||
Net operating loss carryforwards | $ 63.7 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components of income tax expense benefit - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Federal: | ||
Deferred | $ (672) | |
Total federal | (672) | |
State: | ||
Current | $ 12 | 100 |
Deferred | (216) | |
Total state | 12 | (116) |
Foreign: | ||
Current | 107 | |
Total foreign | 107 | |
Income tax expense (benefit) | $ 119 | $ (788) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,318 | $ 15,853 |
Stock-based compensation | 3,246 | 2,391 |
Intangibles | 4,800 | 5,247 |
Accrued liabilities | 908 | 1,216 |
Allowance for doubtful accounts | 865 | |
Investments | 4,344 | 3,797 |
Nondeductible interest expense | 3,479 | 3,654 |
Other | 750 | 326 |
Total deferred tax assets before valuation allowance | 35,845 | 33,349 |
Less: Valuation allowance | (35,755) | (33,212) |
Total deferred tax assets after valuation allowance | 90 | 137 |
Deferred tax liabilities: | ||
Depreciation and amortization | (90) | (137) |
Total deferred tax liabilities | (90) | (137) |
Net deferred tax | ||
Net deferred tax liabilities |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of united states statutory federal tax rate and our effective tax rate | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of united states statutory federal tax rate and our effective tax rate [Abstract] | ||
Provision at the U.S. statutory federal tax rate | 21% | 21% |
State income taxes, net of federal benefit | 8% | (83.70%) |
Change in valuation allowance | (27.80%) | 137% |
Non-deductible expenses | (8.30%) | 31.50% |
Executive officer compensation limitation - Section 162(m) | (2.00%) | 2.80% |
PPP loan forgiveness | (30.90%) | |
Losses from non-consolidated entities | 7.90% | (131.10%) |
Other | (0.10%) | 0.20% |
Income tax benefit (expense) | (1.30%) | (53.20%) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Jun. 28, 2023 | Jun. 14, 2023 USD ($) $ / shares shares | Jun. 09, 2023 USD ($) shares | Jun. 01, 2023 shares | May 30, 2023 | Apr. 04, 2023 USD ($) Vote $ / shares shares | Mar. 31, 2023 shares | Jun. 12, 2023 USD ($) | May 05, 2023 USD ($) | Mar. 31, 2022 shares | |
Revolving Credit Facility [Member] | East West Bank [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of credit, maturity date | Sep. 15, 2023 | |||||||||
Class A Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split description | 1:20 reverse stock split | |||||||||
Reverse stock split | 0.05 | |||||||||
Sale of common stock under securities purchase agreement | 2,150,000 | |||||||||
Warrants to purchase common stock, shares | 2,666,667 | |||||||||
Combined purchase price per share | $ / shares | $ 3 | |||||||||
Aggregate gross proceeds from equity financing | $ | $ 8,000 | |||||||||
Exercise price per share | $ / shares | $ 3 | |||||||||
Warrants expiration term | 5 years | |||||||||
Pre-funded warrants to purchase common stock | 516,667 | |||||||||
Pre-funded warrants exercise price | $ / shares | $ 0.001 | |||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | East West Bank [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of credit, maturity date | Sep. 15, 2024 | |||||||||
Subsequent Event [Member] | Channel Development, Management and Distribution Agreement [Member] | Sid & Marty Krofft Pictures [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial advance commitment, recoupable against future revenue | $ | $ 1,300 | |||||||||
Subsequent Event [Member] | Terrifier 3 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Initial commitment owed | $ | $ 1,500 | |||||||||
Maximum commitment payable on success of project | $ | $ 5,200 | |||||||||
Subsequent Event [Member] | Class A Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split description | On May 30, 2023, a Special Meeting of Stockholders of Cineverse was held to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Company's Class A Common Stock, subject to the Board's discretion and to reduce the total number of Class A Common Stock authorized for issuance in connection with the reverse stock split. On June 1, 2023, the Company's Board of Directors authorized a 1-for-20 reverse stock split of its Class A Common Stock and all related outstanding awards. The authorized shares remained unchanged from 275 million shares. The par value of the Class A Common Stock was unchanged. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. In accordance with ASC Topic 505, Equity, the Company has retroactively reflected this change within the share and per-share amounts disclosed throughout this document. Refer to the Shareholders' Equity footnote within these financial statements for additional information.Terrifier 3On June 12, 2023, the Company announced that it had acquired the North American rights to Terrifier 3. At contract signing, $1.5 million was owed and based on the success of the project, the Company's commitment can reach $5.2 million. By the terms of the agreement, these commitments are recoupable based on the revenue generated by the project. | |||||||||
Reverse stock split | 0.05 | |||||||||
Common stock, shares authorized | 275,000,000 | |||||||||
Subsequent Event [Member] | Series B Preferred Share [Member] | Chief Executive Officer And Chairman [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||
Number of preferred shares purchased | 1 | |||||||||
Number of votes | Vote | 1,800,000,000 | |||||||||
Preferred Stock, Redemption Amount | $ | $ 10,000 | $ 10,000 | ||||||||
Number of outstanding preferred stock redeemed | 1 |