Cineverse Corp. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Cineverse Corp. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) As of December 31, 2023 March 31, 2023 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 5,539 $ 7,152 Accounts receivable 16,416 20,846 Unbilled revenue 2,454 2,036 Employee retention tax credit 1,672 2,085 Content advances 8,477 3,724 Other current assets 1,678 1,734 Total current assets 36,236 37,577 Equity investment in Metaverse, a related party, at fair value 1,276 5,200 Property and equipment, net 2,065 1,833 Intangible assets, net 18,727 19,868 Goodwill 20,824 20,824 Content advances, net of current portion 3,153 1,421 Other long-term assets 943 1,265 Total Assets $ 83,224 $ 87,988 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 26,987 $ 34,531 Line of credit, including unamortized debt issuance costs of $ 69 and $ 76 , respectively 4,931 4,924 Current portion of deferred consideration on purchase of business 3,954 3,788 Current portion of earnout consideration on purchase of business 110 1,444 Operating lease liabilities 440 418 Current portion of deferred revenue 246 226 Total current liabilities 36,668 45,331 Deferred consideration on purchase of business, net of current portion 2,639 2,647 Operating lease liabilities, net of current portion 531 863 Other long-term liabilities 59 74 Total Liabilities 39,897 48,915 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 7 shares outstanding at December 31, 2023 and March 31, 2023. 3,559 3,559 Common Stock, $ 0.001 par value; Class A Stock: 275,000,000 shares authorized as of December 31, 2023, and March 31, 2023; 13,553,767 and 9,413,597 shares issued, with 13,265,214 and 9,347,805 shares outstanding as of December 31, 2023, and March 31, 2023, respectively. 192 185 Additional paid-in capital 542,482 530,998 Treasury stock, at cost; 288,554 and 65,792 shares at December 31, 2023 and March 31, 2023, respectively. ( 11,978 ) ( 11,608 ) Accumulated deficit ( 489,341 ) ( 482,395 ) Accumulated other comprehensive loss ( 417 ) ( 402 ) Total stockholders’ equity of Cineverse Corp. 44,497 40,337 Deficit attributable to noncontrolling interest ( 1,170 ) ( 1,264 ) Total equity 43,327 39,073 Total Liabilities and Equity $ 83,224 $ 87,988 See accompanying Notes to Condensed Consolidated Financial Statements 1 Cineverse Corp. CONDENSED CONSOLIDATED STA TEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Revenues $ 13,276 $ 27,882 $ 39,268 $ 55,478 Costs and expenses Direct operating 5,464 14,411 17,097 29,859 Selling, general and administrative 6,373 9,107 21,088 29,016 Depreciation and amortization 1,012 924 2,787 2,908 Total operating expenses 12,849 24,442 40,972 61,783 Operating income (loss) 427 3,440 ( 1,704 ) ( 6,305 ) Interest expense ( 291 ) ( 367 ) ( 781 ) ( 880 ) Loss from equity investment in Metaverse, a related party ( 3,043 ) — ( 3,761 ) ( 1,828 ) Employee retention tax credit — 2,025 — 2,475 Other income (expenses), net 147 ( 76 ) ( 331 ) ( 82 ) Net (loss) income before income taxes ( 2,760 ) 5,022 ( 6,577 ) ( 6,620 ) Income tax benefit (expense) 24 — ( 12 ) — Net (loss) income ( 2,736 ) 5,022 ( 6,589 ) ( 6,620 ) Net income attributable to noncontrolling interest ( 41 ) ( 8 ) ( 94 ) ( 35 ) Net (loss) income attributable to controlling interests ( 2,777 ) 5,014 ( 6,683 ) ( 6,655 ) Preferred stock dividends ( 87 ) ( 88 ) ( 263 ) ( 264 ) Net (loss) income attributable to common stockholders $ ( 2,864 ) $ 4,926 $ ( 6,946 ) $ ( 6,919 ) Net (loss) income per share attributable to common stockholders: Basic $ ( 0.22 ) $ 0.55 $ ( 0.59 ) $ ( 0.78 ) Diluted $ ( 0.22 ) $ 0.55 $ ( 0.59 ) $ ( 0.78 ) Weighted average shares of Common Stock outstanding: Basic 12,828 8,945 11,678 8,854 Diluted 12,828 8,945 11,678 8,854 See accompanying Notes to Condensed Consolidated Financial Statements 2 Cineverse Corp. CONDENSED CONSOLIDATED STATE MENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (In thousands) Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Net (loss) income $ ( 2,736 ) $ 5,022 $ ( 6,589 ) $ ( 6,620 ) Other comprehensive (loss) income: Foreign exchange translation ( 3 ) 88 ( 15 ) ( 226 ) Net income attributable to noncontrolling interest ( 41 ) ( 8 ) ( 94 ) ( 35 ) Comprehensive (loss) income $ ( 2,780 ) $ 5,102 $ ( 6,698 ) $ ( 6,881 ) See accompanying Notes to Condensed Consolidated Financial Statements 3 Cineverse Corp. CONDENSED CONSOLIDATED ST ATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 6,589 ) $ ( 6,620 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,787 2,908 Provision for doubtful accounts — 54 Changes in fair value of equity investment in Metaverse 3,761 1,828 Amortization of debt issuance costs 103 138 Stock-based compensation 1,092 3,855 Interest expense for deferred consideration and earnouts 381 743 Capitalized content ( 1,371 ) — Change in estimated earnout consideration ( 682 ) — Non-monetary sale of content licenses — ( 1,022 ) Barter-related non-cash expenses 256 — Other 395 102 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 3,815 5,795 Other current and long-term assets 449 ( 2,215 ) Content advances ( 6,485 ) 1,104 Employee retention tax credit — ( 2,475 ) Accounts payable, accrued expenses, and other liabilities ( 6,802 ) ( 11,972 ) Unbilled revenue ( 418 ) ( 332 ) Deferred revenue 20 208 Net cash used in operating activities $ ( 9,287 ) $ ( 7,901 ) Cash flows from investing activities: Expenditures for long-lived assets ( 641 ) ( 429 ) Sale of equity investment securities 159 — Net cash used in investing activities $ ( 482 ) $ ( 429 ) Cash flows from financing activities: Proceeds from line of credit, net of debt issuance costs 28,565 19,469 Payments on line of credit ( 28,565 ) ( 14,469 ) Payment of earnout consideration ( 291 ) ( 665 ) Financing fees for line of credit ( 96 ) ( 271 ) Issuance of Class A common stock, net of issuance costs 8,542 — Net cash provided by financing activities $ 8,156 $ 4,064 Net change in cash and cash equivalents ( 1,613 ) ( 4,266 ) Cash and cash equivalents at beginning of period 7,152 13,062 Cash and cash equivalents at end of period $ 5,539 $ 8,796 See accompanying Notes to Condensed Consolidated Financial Statements 4 Cineverse Corp. SUPPLEMENTAL CASH FLOW INFORMATION AND DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY (Unaudited) (In thousands) Nine Months Ended December 31, 2023 2022 Cash interest paid $ 233 $ 58 Lease liability related payments $ 333 $ - Income taxes paid $ 49 $ - Noncash investing and financing activities: Issuance of Class A common stock for payment of accrued employee bonuses $ 1,203 $ - Treasury shares acquired for withholding taxes $ 370 $ - Earnout liability settled in stock $ 392 $ 238 Accrued dividends on preferred stock $ 263 $ 88 Issuance of Class A common stock for payment of accrued preferred stock dividends $ 263 $ 264 Earnout consideration adjustment $ - $ 80 Issuance of common stock for Board of Director compensation $ - $ 3 See accompanying Notes to Condensed Consolidated Financial Statements 5 Cineverse Corp. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands) Preferred Stock Common Stock Treasury Additional Paid-In Accumulated Accumulated Other Comprehensive Total Stockholders' Non Controlling Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Interest Total Balances as of March 31, 2023 (Audited) 1 $ 3,559 9,348 $ 185 66 $ ( 11,608 ) $ 530,998 $ ( 482,395 ) $ ( 402 ) $ 40,337 $ ( 1,264 ) $ 39,073 Foreign exchange translation — — — — — — — — ( 78 ) ( 78 ) — ( 78 ) Stock-based compensation — — — — — — 409 — — 409 — 409 Issuance of Class A common stock in connection with ATM raises, net — — 177 4 — — 1,065 — — 1,069 — 1,069 Issuance of Class A common stock in connection with direct equity offering — — 2,150 2 — — 7,437 — — 7,439 — 7,439 Preferred stock dividends paid in stock — — 10 — — — 88 — — 88 — 88 Preferred stock dividends accrued — — — — — — — ( 88 ) — ( 88 ) — ( 88 ) Net loss — — — — — — — ( 3,550 ) — ( 3,550 ) 14 ( 3,536 ) Balances as of June 30, 2023 1 $ 3,559 11,685 $ 191 66 $ ( 11,608 ) $ 539,997 $ ( 486,033 ) $ ( 480 ) $ 45,626 $ ( 1,250 ) $ 44,376 Foreign exchange translation — — — — — — — — 66 66 — 66 Stock-based compensation — — — — — — 499 — — 499 — 499 Issuance of Class A common stock in connection employee bonuses — — 725 1 — — 1,203 — — 1,203 — 1,203 Estimated fee decrease associated with equity issuance — — — — — — 33 — — 33 — 33 Issuance in connection with the exercise of warrants — — 517 — — — — — — — — — Issuance of Class A common stock for earnout commitment — — 41 — — — 392 — — 392 — 392 Treasury stock in connection with taxes withheld from employees — — ( 223 ) — 223 ( 370 ) — — — ( 370 ) — ( 370 ) Preferred stock dividends paid in stock — — 46 — — — 88 — — 88 — 88 Preferred stock dividends accrued — — — — — — — ( 87 ) — ( 87 ) — ( 87 ) Net loss — — — — — — — ( 357 ) — ( 357 ) 40 ( 317 ) Balances as of September 30, 2023 1 $ 3,559 12,791 $ 192 289 $ ( 11,978 ) $ 542,212 $ ( 486,477 ) $ ( 414 ) $ 47,093 $ ( 1,210 ) $ 45,883 Foreign exchange translation — — — — — — — — ( 3 ) ( 3 ) — ( 3 ) Stock-based compensation — — — — — — 98 — — 98 — 98 Issuance of common stock for Board of Director compensation — — 400 — — — 85 — — 85 — 85 Preferred stock dividends paid in stock — — 74 — — — 87 — — 87 — 87 Preferred stock dividends accrued — — — — — — — ( 87 ) — ( 87 ) — ( 87 ) Net loss — — — — — — — ( 2,777 ) — ( 2,777 ) 41 ( 2,736 ) Balances as of December 31, 2023 1 $ 3,559 13,265 $ 192 289 $ ( 11,978 ) $ 542,482 $ ( 489,341 ) $ ( 417 ) $ 44,497 $ ( 1,170 ) $ 43,327 See accompanying Notes to Condensed Consolidated Financial Statements 6 Cineverse Corp. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands) Preferred Stock Common Stock Treasury Additional Paid-In Accumulated Accumulated Other Comprehensive Total Stockholders' Non Controlling Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Interest Total Balances as of March 31, 2022 (Audited) 1 $ 3,559 8,766 $ 174 66 $ ( 11,608 ) $ 522,601 $ ( 472,310 ) $ ( 163 ) $ 42,253 $ ( 1,303 ) $ 40,950 Foreign exchange translation — — — — — — — — 48 48 — 48 Stock-based compensation — — — — — — 980 — — 980 — 980 Preferred stock dividends paid in stock — — 5 — — — 88 — — 88 — 88 Preferred stock dividends accrued — — — — — — — ( 88 ) — ( 88 ) — ( 88 ) Net loss — — — — — — — ( 6,005 ) — ( 6,005 ) 18 ( 5,987 ) Balances as of June 30, 2022 1 $ 3,559 8,771 $ 174 66 $ ( 11,608 ) $ 523,669 $ ( 478,403 ) $ ( 115 ) $ 37,276 $ ( 1,285 ) $ 35,991 Foreign exchange translation — — — — — — — — ( 362 ) ( 362 ) — ( 362 ) Stock-based compensation — — — — — — 791 — — 791 — 791 Preferred stock dividends paid in stock — — 9 — — — 88 — — 88 — 88 Issuance of Class A common stock in connection employee bonuses — — 103 2 — — 871 — — 873 — 873 Issuance of Class A common stock for earnout commitment — — 17 — — — 238 — — 238 — 238 Preferred stock dividends accrued — — — — — — — ( 88 ) — ( 88 ) — ( 88 ) Net loss — — — — — — — ( 5,664 ) — ( 5,664 ) 9 ( 5,655 ) Balances as of September 30, 2022 1 $ 3,559 8,900 $ 176 $ 66 $ ( 11,608 ) $ 525,657 $ ( 484,155 ) $ ( 477 ) $ 33,152 $ ( 1,276 ) $ 31,876 Foreign exchange translation — — — — — — — — 88 88 — 88 Stock-based compensation — — — — — — 657 — — 657 — 657 Preferred stock dividends paid in stock — — 11 — — — 88 — — 88 — 88 Issuance of common stock for Board of Director compensation — — 34 1 — — — — — 1 — 1 Preferred stock dividends accrued — — — — — — — ( 88 ) — ( 88 ) — ( 88 ) Net income — — — — — — — 5,014 — 5,014 8 5,022 Balances as of December 31, 2022 1 $ 3,559 8,945 $ 177 66 $ ( 11,608 ) $ 526,402 $ ( 479,229 ) $ ( 389 ) $ 38,912 $ ( 1,268 ) $ 37,644 See accompanying Notes to Condensed Consolidated Financial Statements 7 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. Since our inception, we have played a significant role in the digital distribution revolution that continues to transform the media and entertainment landscape. Cineverse is a premier streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated enthusiast streaming channels with enthusiast fan bases; (ii) a large-scale global aggregator and full-service distributor of feature films and television programs; and (iii) a proprietary technology software-as-a-service platform for over-the-top (“OTT”) app development and content distribution through subscription video on demand ("SVOD"), dedicated ad-supported ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts. We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as leading international and domestic content creators, movie producers, television producers and other short-form digital content producers. We collaborate with producers, major brands and other content owners to market, source, curate and distribute quality content to targeted audiences through (i) existing and emerging digital home entertainment platforms, including but not limited to Apple iTunes, Amazon Prime, Netflix, Hulu, Xbox, Pluto, and Tubi, as well as (ii) physical goods, including DVD and Blu-ray Discs. We played a pioneering role in transitioning approximately 12,000 movie screens from traditional analog film prints to digital distribution, and at the end of our fiscal year 2023, the Company's cinema equipment business concluded its active operations, as its contracts reached maturity. The Company no longer manages cinema equipment separately, and with the run-off of its operations, no longer presents this part of the business as a separate segment. All prior period reporting within this report reflect this change. Our Class A common stock, par value $ 0.001 per share (the "Common Stock") is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CNVS.” The Company has maintained its compliance with the $ 1.00 bid price requirement for continued listing on The Nasdaq Capital Market and remains subject to a one-year “Panel Monitor” as that term is defined by Nasdaq Listing Rule 5815(d)(4)(A) through June 30, 2024. Financial Condition and Liquidity We have a history of net losses, and for the nine months ended December 31, 2023, we had a net loss attributable to common stockholders in the amount of $ 6.9 million. We may continue to generate net losses for the foreseeable future. As of December 31, 2023, the Company has an accumulated deficit of $ 489.3 million and negative working capital of $ 0.4 million . Net cash used in operating activities for the nine months ended December 31, 2023 was $ 9.3 million which included $ 6.5 million of incremental investment in our content portfolio via advances or minimum guarantee payouts. 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 expires on September 15, 2024 . The Line of Credit Facility bears interest at a rate equal to 1.5 % above the prime rate, 10.00 % as of December 31, 2023 . As of December 31, 2023, $ 5.0 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $ 69 thousand. On February 9, 2024, the Company expanded the Line of Credit Facility to $ 7.5 million at the same interest rate and with the same maturity date. 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 an effective shelf registration statement, for an aggregate offering price of up to $ 30 million. For the three months ended December 31, 2023 , the Company did no t sell any shares under this agreement. For the 8 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) nine months ended December 31, 2023 , the Company sold 177 thousand shares for $ 1.1 million in net proceeds, respectively, after deduction of commissions and fees. The ATM Sales Agreement has expired in accordance with its terms. On June 16, 2023, the Company closed on the sale of 2,150 thousand shares of Common Stock, 517 thousand pre-funded warrants, and warrants to purchase up to 2,667 thousand shares of Common Stock at a combined public offering price of $ 3.00 per share and accompanying warrant for aggregate gross proceeds of approximately $ 7.4 million, after deducting placement agent fees and other offering expenses in the amount of $ 0.6 million. The warrants had an exercise price of $ 3.00 per share, were exercisable immediately and will expire five years from the issuance. The Company received $ 2.999 per share for the pre-funded warrants, with the remaining $ 0.001 due at the time of exercise. All 516,667 pre-funded warrants were subsequently exercised in July 2023 for total proceeds of $ 0.5 thousand. In addition, the Company remains authorized to purchase up to an aggregate of 500 thousand shares of its outstanding Common Stock, following the announcement of a stock repurchase program on March 1, 2023. The Company will continue to invest in content development and acquisition, from which it believes it will obtain an appropriate return on its investment. As of December 31, 2023 and March 31, 2023, short term content advances were $ 8.5 million and $ 3.7 million, respectively, and content advances, net of current portion were, $ 3.2 million and $ 1.4 million, respectively. We believe our cash and cash equivalents and our credit facility, as of December 31, 2023, 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. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The accompanying interim Condensed Consolidated Financial Statements of Cineverse Corp. have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2023. These Condensed Consolidated Financial Statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. Certain columns and rows may not add due to the use of rounded numbers. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023. Interim results are not necessarily indicative of the results for a full year. The preparation of the Condensed 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, allowance for credit losses, returns and recovery reserves, goodwill and intangible asset impairments, share-based compensation expense, valuation allowance for deferred income taxes and amortization of 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. 9 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. Accounting Policies There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023 . Segment Reporting Beginning in fiscal year 2024, following the run-off of the Company's digital cinema operations, the Company now manages its operations and manages its business in one reporting segment. Earlier periods presented herein have been presented to conform to this reportable segment composition. 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. Employee Retention Tax Credit The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") provided an employee retention tax credit ("ERTC") 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 fiscal year ended March 31, 2023 in the amount of $ 2.5 million in the Employee retention tax credit line on the Company’s Condensed Consolidated Statements of Operations, of which $ 2.0 million was recognized during the three months ended December 31, 2022. As of December 31, 2023 and March 31, 2023, the tax credit receivable of $ 1.7 and $ 2.1 million, respectively, has been included in the Employee retention tax credit line on the Company's Condensed Consolidated Balance Sheet. The Company has received notification during the second quarter of fiscal year 2024 that its ERTC claim is under examination with the Internal Revenue Service ("IRS"). As of the date of this report, the examination is ongoing, and the Company is responding to audit requests as they arise. 10 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Property and Equipment, Net Property and equipment, net 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 as follows: Computer equipment and software 3 - 5 years Internal use software 3 - 5 years Machinery and equipment 3 - 10 years Furniture and fixtures 2 - 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, net 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. Post-configuration training and maintenance costs are expensed as incurred. We amortize internal-use software over its estimated useful life on a straight-line basis. 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. For intangible assets with indefinite lives, the assets are tested annually for impairment or sooner if a triggering event occurs. Amortization lives of intangible assets are as follows: Content Library 3 – 20 years Trademarks and Tradenames 2 – 15 years Customer Relationships 5 – 13 years Advertiser Relationships and Channel 2 – 13 years Software 10 years Capitalized Content 3 years Supplier Agreements 2 years The Company’s intangible assets included the following (in thousands): As of December 31, 2023 Cost Basis Accumulated Amortization Net Content Library $ 24,096 $ ( 21,378 ) $ 2,718 Advertiser Relationships and Channel 12,604 ( 2,132 ) 10,472 Customer Relationships 8,690 ( 7,804 ) 886 Software 3,200 ( 800 ) 2,400 Trademark and Tradenames 4,026 ( 3,056 ) 970 Capitalized Content 1,371 ( 90 ) 1,281 Total Intangible Assets $ 53,987 $ ( 35,260 ) $ 18,727 11 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of March 31, 2023 Cost Basis Accumulated Amortization Net Content Library $ 23,970 $ ( 21,126 ) $ 2,844 Advertiser Relationships and Channel 12,604 ( 1,062 ) 11,542 Customer Relationships 8,690 ( 7,600 ) 1,090 Trademark and Tradenames 4,026 ( 2,274 ) 1,752 Software 3,200 ( 560 ) 2,640 Total Intangible Assets $ 52,490 $ ( 32,622 ) $ 19,868 During the three and nine months ended December 31, 2023, the Company had amortization expense of $ 879 thousand and $ 2,381 thousand, respectively. During the three and nine months ended December 31, 2022, the Company had amortization expense of $ 712 thousand and $ 2,193 thousand, respectively. As of December 31, 2023, amortization expense is expected to be (in thousands): Total In-process intangible assets $ 411 Remainder of fiscal year 2024 1,254 2025 3,264 2026 3,001 2027 1,772 2028 1,246 Thereafter 7,779 $ 18,727 Capitalized Content The Company capitalizes direct costs incurred in the production of content from which it expects to generate a return over the anticipated useful life and the Company’s predominant monetization strategy informs the method of amortizing these deferred costs. The determination of the predominant monetization strategy is made at commencement of the production or license period and the classification of the monetization strategy as individual or group only changes if there is a significant change to the title’s monetization strategy relative to its initial assessment. The costs are capitalized to the Capitalized Content costs within Intangible Assets and are amortized as a group within Depreciation and Amortization within the Condensed Consolidated Statements of Operations. Impairment of Long-lived and Finite-lived Intangible Assets We review the recoverability of our long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate a possible impairment exists. The 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. There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three and nine months ended December 31, 2023 and 2022 . 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. 12 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 annually assesses goodwill for potential impairment during its fourth fiscal quarter, or sooner if event occurs or circumstances would indicate it would be more likely than not that fair value would be reduced below its carrying amount. No goodwill impairment charge was recorded in the three and nine months ended December 31, 2023 and 2022 . Fair Value Measurements The fair value measurement disclosures are grouped into three levels based on valuation factors: • 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 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Equity investment in Metaverse, at fair value $ 1,276 $ — $ — $ 1,276 $ 1,276 $ — $ — $ 1,276 Liabilities: Current portion of earnout consideration on purchase of a business $ — $ — $ 110 $ 110 $ — $ — $ 110 $ 110 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 of a business $ — $ — $ 1,444 $ 1,444 $ — $ — $ 1,444 $ 1,444 The Company has an investment in A Metaverse Company ("Metaverse") (SEHK: 1616) accounted for under the equity method of accounting as the Company can exert significant influence over Metaverse with its direct 13 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ownership of approximately 15 % and affiliation with the Company’s largest shareholder. The Company has also made an irrevocable election to apply the fair value option under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 825-10, Financial Instruments , as it relates to its equity investment in Metaverse. Changes in the investment's fair value are recognized within the "Loss from equity investment in Metaverse, a related party" line item within the Condensed Consolidated Statements of Operations. Following the halting of Metaverse stock trading on The Stock Exchange of Hong Kong Limited on April 1, 2022, the Company valued our equity investment in Metaverse using a market approach and the investment was categorized as a Level 3 valuation based on unobservable inputs. As such, as of March 31, 2023, the Company estimated the fair value of Metaverse based the last known enterprise value, adjusting for trends in enterprise valuations and market capitalization for comparable companies with a resulting fair value was $ 5.2 million. On November 6, 2023, Metaverse's stock resumed trading on The Stock Exchange of Hong Kong Limited. During the quarter ended December 31, 2023, the Company sold 30 million of the 362 million shares held as of September 30, 2023, which resulted in a realized loss of $ 131 thousand during the three months ended December 31, 2023. The resumption of active trading status represented renewed availability of quoted, unadjusted prices in active markets for identical assets, upon which the Company can execute a sale and readily access pricing information at the measurement date. Accordingly, the Company has presented the fair value of its Metaverse shares held as of December 31, 2023 within the Level 1 grouping. The fair value of the shares held as of December 31, 2023 was $ 1.3 million, with associated unrealized losses of $ 3.6 million. The Company estimated the fair value of its earnout consideration using contractual inputs from the related business combination, which established specific fiscal year 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. During the nine months ended December 31, 2023, the Company estimated a $ 682 thousand decrease in the estimated ultimate earnout payments based on Bloody Disgusting's performance, made cash payments of $ 291 thousand, and issued equity to settle earnout liability of $ 392 thousand, and accrued interest of $ 29 thousand. Our cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable and accrued expenses are financial instruments and are recorded at cost in the Condensed Consolidated Balance Sheets. The estimated fair values of these financial instruments approximate their carrying amounts because of their short-term nature. Content Advances Content advances represents amounts prepaid to studios or content producers for which we provide content distribution services. We evaluate advances regularly for recoverability and record a provision for amounts that we expect may not be recoverable. Amounts which are expected to be recovered in more than 12 months are classified as long term and presented within content advances, net of current portion, which were $ 3.2 million and $ 1.4 million as of December 31, 2023, and March 31, 2023, respectively. For the nine months ended December 31, 2023, the Company recorded a recovery in the provision for advances of $ 0.5 million. 14 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2023 March 31, 2023 Accounts payable $ 6,568 $ 15,042 Amounts due to producers 15,553 13,114 Accrued compensation and benefits 1,209 2,532 Accrued other expenses 3,657 3,843 Total accounts payable and accrued expenses $ 26,987 $ 34,531 Compared to March 31, 2023, the decrease in accounts payable was primarily attributable to an $ 8.3 million decrease from the run-off of the Company's digital cinema operations, and the decrease in accrued compensation and benefits was driven by a decrease of $ 1.2 million due to a reduced bonus accrual. Deferred Consideration The Company has recognized liabilities related to deferred consideration arrangements related to the acquisition of FoundationTV ("FTV") and Digital Media Rights ("DMR"). These payments are fixed in nature and are due to the sellers of the respective companies. The Company initially recognized the liability at fair value at the time of acquisition and has since recognizes interest expense related to accretion in advance of the ultimate settlement of these liabilities. Amounts due within 12 months under the terms of the agreements are classified as current within the Condensed Consolidated Balance Sheets. The deferred consideration related to the acquisition of DMR is payable in either Class A common shares of the Company stock or cash, at the Company's discretion and subject to certain conditions. Payments of $ 3.0 million and $ 2.4 million are due in March 2024 and March 2025, respectively. The deferred consideration related to the FTV acquisition is payable in the amount of $ 238 thousand in each of June 2024 and December 2024, and $ 464 thousand in June 2025. There is $ 617 thousand presently due and payable. The Company has the right to pay up to 25 % of post-close purchase price in equity. 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. The following tables present the Company’s disaggregated revenue by source (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Streaming and digital $ 9,537 $ 11,598 $ 29,006 $ 31,375 Base distribution 2,811 8,121 4,529 11,145 Podcast and other 864 977 1,953 1,740 Other non-recurring 64 7,186 3,780 11,218 Total revenue $ 13,276 $ 27,882 $ 39,268 $ 55,478 The Company's Streaming and digital revenue pertains to its OTT business, including the licensing, service, advertising, and subscription revenue related to the Company's streaming business and partnerships. Base 15 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) distribution revenue relates to non-streaming revenue, including Theatrical revenue and the sale of DVD's. Podcast and other revenue primarily relates to the Company's Bloody Disgusting Podcast Network. As the Company satisfies its performance obligations from these revenue sources, whether relating to the delivery of digital content, physical goods, or licensing, revenue is generally measured at a point in time. Other non-recurring revenue relates to the Company's legacy digital cinema operations, whose operations have run-off, still may generate non-recurring revenue from the sale of cinema assets or the recognition of variable consideration as the associated uncertainty associated with the revenue is resolved. The Company follows the five-step model established by ASC 606, Revenue from contracts with customers ("ASC 606") when preparing its assessment of revenue recognition. Principal Agent Considerations Revenue earned 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 expected credit losses on accounts receivable primarily on a specific identification basis. 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. We recognize accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that we recognize 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. During the three and nine months ended December 31, 2023, we did no t recognize any credit losses as part of our ongoing operations or reversals of previously recorded provisions. During the three and nine months ended December 31, 2022, we recognized credit losses of $ 7 thousand and $ 54 thousand, respectively. 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, such as the sale of DVDs with future release dates, even if amounts are refundable. Amounts recorded as contract liabilities are generally not long-term in nature. The ending deferred revenue balance, including current and non-current balances as of December 31, 2023 and March 31, 2023, was and $ 0.2 million and $ 0.2 million , respectively. In each period, the additions to our deferred revenue balance are due to cash payments received or due in advance of satisfying performance 16 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) obligations, while the reductions are due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in the ordinary course of business. 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. Concentrations For the three and nine months ended December 31, 2023 , one customer represen ted 26 % and 23 % of consolidated revenues, respectively. For the three months ended December 31, 2022 , one customer represented approxima tely 16 % of consolidated revenues and another customer represented 14 % of consolidated revenues, respectively. For the nine months ended December 31, 2022 , one customer represented 11 % of consolidated revenues. Direct Operating Expenses Direct operating expenses consist of cost of revenue, fulfillment expenses, shipping costs, property taxes and insurance on systems, royalty expenses, reserves against advances and marketing and direct personnel costs. 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 ("SARs") and performance stock units ("PSUs"). 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 Condensed Consolidated Statements of Operations and Comprehensive Loss based on their fair values. The Company measures the compensation expense of employee and nonemployee 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 or nonemployee is required to provide service in exchange for the award. The fair values of options and SARs 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. Forfeitures are recognized as they occur. 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 bases. 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 (Accounting for Uncertainty in Income Taxes) , which clarified the accounting for uncertainty in tax positions. This amendment provides that the tax effects from an uncertain tax position can be recognized in the financial 17 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 had no uncertain tax positions as o f December 31, 2023 and March 31, 2023 . 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 warrants outstanding during the period, 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 loss per share are computed as follows (in thousands, except share and per share data): Three Months Ended December 31, Nine Months Ended December 31, 2023 2022 2023 2022 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ ( 2,864 ) 4,926 $ ( 6,946 ) $ ( 6,919 ) Shares used in basic computation: Weighted-average shares of Common Stock outstanding 12,828 8,945 11,678 8,854 Basic net income (loss) per share $ ( 0.22 ) $ 0.55 $ ( 0.59 ) $ ( 0.78 ) Shares used in diluted computation: Weighted-average shares of Common Stock outstanding 12,828 8,945 11,678 8,854 Stock options and SARs — — — — Weighted-average number of shares 12,828 8,945 11,678 8,854 Diluted net income (loss) per share $ ( 0.22 ) $ 0.55 $ ( 0.59 ) $ ( 0.78 ) The calculation of diluted net loss per share for the three and nine months ended December 31, 2023 does not include the impact of 798 thousand and 763 thousand anti-dilutive shares, respectively. The calculation of diluted net loss per share for the three and nine months ended December 31, 2022 does not include the impact of 674 thousand and 640 thousand potentially anti-dilutive shares, respectively. 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 November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures." The update requires disclosure of incremental segment information, including significant segment expenses, on an annual and interim basis, and would apply to single segment companies. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted. The Company is required to apply the updates retrospectively. The Company is assessing the impact of ASU 2023-07 on its consolidated financial statements. 18 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740)—Improvements to Income Tax Disclosures" On an annual basis, this update requires the disclosure of specific tax categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments are effective for annual periods beginning after December 15, 2024. Prospective and retrospective adoption is permitted. The Company is still evaluating its method of adoption and assessing the impact of ASU 2023-09 on the disclosures within its consolidated financial statements. 3. OTHER INTERESTS Investment in CDF2 Holdings We indirectly o wn 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 Topic 810 (“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. As of December 31, 2023 and March 31, 2023, 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 $ 0.0 million and $ 0.5 million as of December 31, 2023 and March 31, 2023, respectively, which are included in accounts receivable, net on the accompanying Condensed Consolidated Balance Sheets. The accompanying Condensed Consolidated Statements of Operations includes digital cinema servicing revenue from CDF2 Holdings in the amount of $ 0.0 for the three and nine months ended December 31, 2023, respectively, and $ 0.1 and $ 0.2 million for the three and nine months ended December 31, 2022, respectively. Total Stockholders’ Deficit of CDF2 Holdings at December 31, 2023 and March 31, 2023 was $ 59.2 million and $ 59.2 million, r espectively. 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 December 31, 2023 and March 31, 2023 is carried at $ 0 . Investment in 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. 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. 19 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. STOCKHOLDERS’ EQUITY COMMON STOCK As of December 31, 2023 and 2022, the number of shares of Common Stock authorized for issuance was 275,000,000 shares. During the three months ended December 31, 2023 , the Company issued 0 .5 million shares of Common Stock. This was comprised of 74 thousand shares for preferred stock dividends, and 400 thousand shares for Board of Director compensation. During the nine months ended December 31, 2023 , the Company issued 3.9 million shares of Common Stock. In addition to the activity cited for three months ended December 31, 2023 , this was comprised of 517 thousand shares issued in conjunction with the exercise of pre-funded warrants issued, 502 shares issued in connection with employee bonuses, 56 thousand shares for preferred stock dividends, 41 thousand to satisfy earnout-related liabilities, 2,150 thousand shares were issued through a June 16, 2023 direct offering, and 177 thousand issued in connection with ATM sales during the first fiscal quarter. In addition, the Company issued common warrants to purchase up to 2,667 thousand shares of Common Stock in conjunction with its direct offering on June 16, 2023. All pre-funded and common warrants were issued as immediately exercisable. All common warrants remain outstanding as of December 31, 2023. During the three months ended December 31, 2022 , the Company issued 45 thousand shares. This was comprised of 11 thousand shares for preferred stock dividends and 34 thousand shares for Board of Director compensation. During the nine months ended December 31, 2022 , the Company issued 179 thousand shares. In addition to the activity cited during the three months ended December 31, 2022 , this was comprised of 14 thousand shares for preferred stock dividends, 103 thousand shares for employee bonuses, and 17 thousand shares to satisfy earnout-related liabilities. PREFERRED STOCK Cumulative dividends in arrears on Series A Preferred Stock were $ 87 th ousand and $ 88 thousand as of December 31, 2023 and 2022, respectively. During the three and nine months ended December 31, 2023 and 2022, the Company paid preferred stock dividends in arrears for the same amount in the form of shares of Common Stock. The Company has the right to pay preferred stock dividends in cash or stock, at the Company's discretion. TREASURY STOCK We have treasury stock, at cost, consisting of 289 thousand and 66 thousand shares of Common Stock at December 31, 2023 and March 31, 2023, respectively. During the nine months ended December 31, 2023 , the Company acquired 223 thousand shares of Common Stock withheld in connection with employee bonuses that the Company elected to settle in shares of Common Stock. 20 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) EQUITY INCENTIVE PLANS Stock Based Compensation Awards The Company has issued awards under two plans, the 2000 Equity Incentive Plan (the “2000 Plan”) and the 2017 Equity Incentive Plan (the “2017 Plan"). Awards issued under our 2000 Plan were permitted to be issued to employees, outside directors or consultants in any of the following forms (or a combination thereof) (i) stock option awards; (ii) SARs; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provided 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 were 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. On November 1, 2017, upon the consummation of the initial equity investment in Cineverse by Bison Entertainment Investment Limited, as a result of which there was a change of control of the Company, all stock options (incentive and non-statutory) and shares of restricted stock were vested immediately and the options became fully exercisable. In August 2017, the Company adopted the 2017 Plan. The 2017 Plan replaced the 2000 Plan, and applie s to employees and directors of, and consultants to, the Company. The 2017 Plan provided for the issuance of up to 905 thousand shares of Common Stock, in the form of various awards, including stock options, SARs, restricted stock, restricted stock units, PSUs and cash awards. For the three and nine months ended December 31, 2023 , the Company incurred stock-based compensation expenses of $ 0.2 million and $ 1.1 million, respectively. Of these amounts, $ 0.1 million and $ 0.3 million related to Board of Director compensation, respectively. For the three and nine months ended December 31, 2022 , the Company incurred stock-based compensation expenses of $ 0.7 million and $ 3.9 million, respectively. Of these amounts, $ 0.1 million and $ 0.3 million related to Board of Director compensation, respectively. Share-based compensation expense is reported within Selling, General and Administrative expenses. 5. 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 10.00 % as of December 31, 2023. As of December 31, 2023 and March 31, 2023, a balance of $ 5.0 million was outstanding on the line of the Credit Facility, gross of unamortized issuance costs of $ 69 thousand and $ 76 thousand, respectively. 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. The Line of Credit Facility matures on September 15, 2024 . On February 9, 2024, the Company expanded the Line of Credit Facility to $ 7.5 million at the same interest rate and with the same maturity date. During the three and nine months ended December 31, 2023, the Company had interest expense, including cash interest and amortization, of $ 0.2 million and $ 0.4 million related to its Line of Credit Facility, respectively. 21 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 6 . COMMITMENTS AND CONTINGENCIES LEASES Cineverse is a virtual company with one domestic operating lease, acquired through the acquisition of DMR which is subleased to a third party. The Company has not been relieved of the original lease obligation and therefore recognizes both a lease liability and righ t-of-use asset as part of the arrangement. The end of both the original lease and sublease's term is January 2025 . In addition, the Company has two operating leases related to its Cinev erse India operations, with expiration dates in July 2027 . Expenses related to these leases were $ 109 thousand and $ 337 thousand during the three and nine months ended December 31, 2023 and $ 94 thousand and $ 242 thousand three and nine months ended December 31, 2022, respectively. The Company has recognized $ 45 thousand and $ 135 thousand of income related to its subleasing arrangement during three and nine months ended December 31, 2023, respectively. The Company recognized $ 44 thousand and $ 71 thousand of income related to its subleasing arrangement for the three and nine months ended December 31, 2022, respectively. The table below presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets (in thousands): Classification on the Balance Sheet December 31, 2023 March 31, 2023 Assets Noncurrent Other long-term assets $ 943 $ 1,265 Liabilities Current Operating leases liabilities 440 418 Noncurrent Operating leases liabilities, net of current portion 531 863 Total operating lease liabilities $ 971 $ 1,281 The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands): Fiscal year ending March 31, Operating Lease Commitments 2024 $ 115 2025 376 2026 247 2027 210 2028 72 Thereafter — Total lease payments $ 1,020 Less imputed interest ( 49 ) Total $ 971 For leases which have a term of twelve months or less and do not contain an option to extend which the Company is reasonably certain to extend the term, the Company has elected to not apply the recognition provisions of ASC 842 and recognizes these expenses on a straight-line basis over the term of the agreement. The table below presents the annual gross undiscounted cash flows related to the Company's operating lease subleasing arrangements (in thousands): 22 CINEVERSE CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Fiscal year ending March 31, Sublease Payments 2024 $ 45 2025 154 2026 — 2027 — 2028 — Thereafter — Total $ 199 7. INCOME TAXES We calculate income tax expense based upon an annual effective tax rate forecast, which includes estimates and assumptions. We recognized income tax (benefit) expense of approximately $( 24 ) thousand and $ 12 thousand for the three and nine months ended December 31, 2023 , respectively. We recognized $ 0 for both the three and nine months ended December 31, 2022. The Company's annual income tax expense is attributable to taxable income earned in India relating to transfer pricing. We have not recorded tax benefits on our loss before income taxes because we have provided for a full valuation allowance that offsets potential deferred tax assets resulting from net operating loss carry forwards, reflecting our inability to use such loss carry forwards. Our effective tax rate was ( 0.9 %) and 0.2 % for the three and nine months ended December 31, 2023, respectively, and 0 % and 0 % for the three and nine months ended December 31, 2022 . 23