What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 181 added, 158 removed, 430 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current Assets

1 unchanged sentence

Accounts receivable, net of allowance for credit losses of $ 84 and $ 269 , respectively

Unbilled revenue

Employee retention tax credit

25 unchanged sentences

20 shares authorized;

7 shares issued and 7 shares outstanding at June 30, 2024 and March 31, 2024

7 shares issued and 7 shares outstanding at September 30, 2024 and March 31, 2024

Common Stock, $ 0.001 par value;

Class A Stock:

275,000,000 shares authorized as of June 30, 2024, and March 31, 2024;

16,081,458 and 15,985,620 shares issued, with 15,608,410 and 15,699,135 shares outstanding as of June 30, 2024 and March 31, 2024, respectively

275,000,000 shares authorized as of September 30, 2024, and March 31, 2024;

16,287,824 and 15,985,620 shares issued, with 15,786,074 and 15,699,135 shares outstanding as of September 30, 2024 and March 31, 2024, respectively

Additional paid-in capital

Treasury stock, at cost;

473,049 and 288,554 shares at June 30, 2024 and March 31, 2024, respectively

503,819 and 288,554 shares as of September 30, 2024 and March 31, 2024, respectively

Accumulated deficit

7 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended

September 30,

Costs and expenses

3 unchanged sentences

Total operating expenses

Operating loss

Operating (loss) income

Interest expense

Gain from equity investment in Metaverse, a related party

Gain (loss) from equity investment in Metaverse, a related party

Other income (expense), net

11 unchanged sentences

(in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended

September 30,

Other comprehensive (loss) income:

6 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended

September 30,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Provision for credit losses

Allowance for content advances

Amortization of debt issuance costs

Stock-based compensation

Interest expense for deferred consideration and earnouts

Interest expense for term loan

Interest expense

Changes in fair value of equity investment in Metaverse

Change in estimated earnout consideration

Barter-related non-cash expenses

3 unchanged sentences

Content advances

Employee retention tax credit

Accounts payable, accrued expenses, and other liabilities

Capitalized content

Unbilled Revenue

Deferred revenue

9 unchanged sentences

At-the-market issuance fees

Cost to acquire treasury shares

Proceeds from the issuance of a term loan, net of debt issuance costs

Payment of earnout consideration

Cost to acquire treasury shares

Financing fees for line of credit

Issuance of Class A common stock, net of issuance costs

7 unchanged sentences

(in thousands)

Three Months Ended June 30,

Six Months Ended

September 30,

Cash interest paid

2 unchanged sentences

Noncash investing and financing activities:

Issuance of Class A common stock for payment of employee bonuses

Treasury shares acquired for withholding taxes

Earnout liability settled in stock

Bonus liability settled in stock

3 unchanged sentences

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

12 unchanged sentences

Balances as of June 30, 2024

Foreign exchange translation

Stock-based compensation

Issuance of Class A common stock for earnout commitment

Treasury stock acquired

Preferred stock dividends paid in stock

Preferred stock dividends accrued

Balances as of September 30, 2024

See accompanying Notes to Condensed Consolidated Financial Statements

Cineverse Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cineverse Corp.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

11 unchanged sentences

Balances as of June 30, 2023

Foreign exchange translation

Stock-based compensation

Issuance of Class A common stock in connection employee bonuses

Estimated fee decrease associated with equity issuance

Issuance in connection with the exercise of warrants

Issuance of Class A common stock for earnout commitment

Treasury stock in connection with taxes withheld from employees

Preferred stock dividends paid in stock

Preferred stock dividends accrued

Balances as of September 30, 2023

See accompanying Notes to Condensed Consolidated Financial Statements

5 unchanged sentences

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 streaming channels with enthusiast fan bases;

Since our inception, we have played a role in the digital distribution revolution that continues to transform the media and entertainment landscape.

Cineverse is a streaming technology and entertainment company with its core business operating as (i) a portfolio of owned and operated 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.

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 video on demand ("AVOD"), ad-supported streaming linear ("FAST") channels, social video streaming services, and audio podcasts.

Our streaming channels reach audiences in several distinct ways:

direct-to-consumer, through these major application platforms, and through third party distributors of content on platforms.

The Company’s streaming technology platform, known as MatchpointTM, is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform.

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.

The Company’s streaming technology platform, known as Matchpoint TM , is a software-based streaming operating platform which provides clients with AVOD, SVOD, transactional video on demand ("TVOD") and linear capabilities, automates the distribution of content, and features a robust data analytics platform.

We distribute products for major brands such as Hallmark, ITV, Nelvana, ZDF, Konami, NFL and Highlander, as well as 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.

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.”

On July 10, 2024, the Company received a letter from the Nasdaq Listing Qualifications staff indicating that, based upon the closing bid price of the Common Stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $ 1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rules 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until January 6, 2025 , in which to regain compliance with the deficiency.

In order to regain compliance with the minimum bid price requirement, the closing bid price of the Common Stock must be at least $ 1 per share for a minimum of ten consecutive business days during this 180 -day period.

If the Company does not regain compliance with this requirement by January 6, 2025 , the Company may be eligible for an additional 180 calendar day compliance period provided that it meets certain continued listing standards, and provides the Staff with written notice of its intention to cure the deficiency.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our Class A common stock, par value $ 0.001 per share (the "Common Stock") is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “CNVS.”

Financial Condition and Liquidity

We have a history of net losses, and for the three months ended June 30, 2024, we had a net loss attributable to Common Stockholders in the amount of $ 3.2 million .

We may continue to generate net losses for the foreseeable future.

As of June 30, 2024, the Company has an accumulated deficit of $ 507.3 million and negative working capital of $ 0.9 million.

Net cash used in operating activities for the three months ended June 30, 2024 was $ 1.7 million which included $ 2.0 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, as amended to date, with East West Bank (“EWB”) providing for a revolving line of credit (the “Line of Credit Facility”) of $ 7.5 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, equal to 10.00 % as of June 30, 2024.

The term of the Line of Credit Facility has been extended to September 15, 2025 .

As of June 30, 2024, $ 4.8 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $ 127 thousand.

We have a history of net losses and we may continue to generate net losses for the foreseeable future.

As of September 30, 2024, the Company has an accumulated deficit of $ 509 million and a working capital deficit of $ 1.2 million.

For the three and six months ended September 30, 2024, the Company had a net loss attributable to Common Stockholders of $ 1.4 million and $ 4.5 million , respectively.

Net cash used in operating activities for the six months ended September 30, 2024 was $ 2.4 million , which included $ 1.7 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, as amended, with EWB providing for a $ 7.5 million Line of Credit Facility, guaranteed by substantially all of our material subsidiaries and secured by substantially all of our and our subsidiaries’ assets.

The Line of Credit Facility bears interest at a rate equal to 1.5 % above the prime rate, equal to 9.5 % as of September 30, 2024.

The Line of Credit Facility matures on September 15, 2025 .

As of September 30, 2024, $ 4.6 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $ 180 thousand .

On April 5, 2024, Cineverse Terrifier LLC (“T3 Borrower”), a wholly-owned subsidiary of the Company entered into a Loan and Security Agreement with BondIt LLC (“T3 Lender”) and the Company, as a guarantor (the “T3 Loan Agreement”).

The T3 Loan Agreement provides for a term loan with a principal amount not to exceed $ 3,666,000 (the “T3 Loan”), and a maturity date of April 1, 2025 , unless extended for 120 days under certain conditions.

The T3 Loan bears no interest until the maturity date other than an interest advance equal to $ 576,000 paid at the closing of the T3 Loan on April 5, 2024.

After the principal of the T3 Loan is paid in full, T3 Lender will be entitled to receive 15 % of all royalties earned by the Company on the film titled Terrifier 3 (the "Film") under its distribution agreements for the Film until T3 Lender has received 1.75 times the full commitment amount of $ 3,666,000 , consisting of the principal amount plus interest and fees advanced to T3 Borrower, plus any extension interest.

The T3 Loan Agreement provides for a term loan with a principal amount not to exceed $ 3,666 thousand (the “T3 Loan”), and a maturity date of April 1, 2025 , unless extended for 120 days under certain conditions.

The T3 Loan bears no interest until the maturity date other than an interest advance equal to $ 576 thousand paid at the closing of the T3 Loan on April 5, 2024.

After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15 % of all royalties earned by the Company on the film titled Terrifier 3 (the "Film") under its distribution agreements until the T3 Lender has received 1.75 times of the full commitment amount of $ 3,666 thousand consisting of principal plus interest and fees advanced to the T3 Borrower, plus any

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

extension interest.

The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $ 3.1 million as of September 30, 2024.

See Note 5 - Debt , for further information.

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.

Riley” and, together with A.G.P., the “Sales Agents”), pursuant to which the Company was able to 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.

For the twelve months ended March 31, 2024, the Company sold 177 thousand shares for $ 1.1 million in net proceeds, respectively, after deduction of commissions and fees.

The ATM Sales Agreement expired in fiscal year 2024 in accordance with its terms.

On May 3, 2024, the Company entered into a sales agreement (the “2024 Sales Agreement”) with A.G.P./Alliance Global Partners and The Benchmark Company, LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of Common Stock.

6 unchanged sentences

The Company is not obligated to sell any shares under the 2024 Sales Agreement and has not sold any shares through the date of this report.

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 517 thousand pre-funded warrants were subsequently exercised in July 2023 for total proceeds of $ 0.5 thousand.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 June 30, 2024 and March 31, 2024, short term content advances were $ 12.2 million and $ 9.3 million, respectively, and content advances, net of current portion were, $ 1.7 million and $ 2.6 million, respectively.

As of September 30, 2024 and March 31, 2024, short term content advances were $ 10.8 million and $ 9.3 million, respectively, and content advances, net of the current portion, were $ 1.5 million and $ 2.6 million, respectively.

Our capital requirements will depend on many factors, and we may need to use existing capital resources and/or undertake equity or debt offerings, if necessary and opportunistically available, for further capital needs.

We believe our cash and cash equivalent balances as of June 30, 2024 will be sufficient to support our operations for at least twelve months from the filing of this report.

We believe our cash and cash equivalents as of September 30, 2024 and availability under our Line of Credit Facility will be sufficient to support our operations for at least twelve months from the filing of this report.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

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, 2024 filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2024.

These Condensed Consolidated Financial Statements are unaudited and have been prepared by the Company following the rules and regulations of the SEC.

5 unchanged sentences

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.

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 Condensed 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.

On a regular basis, the Company evaluates these assumptions, judgments and estimates.

Actual results may differ from these estimates.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

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, 2024 .

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting

5 unchanged sentences

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.

As of June 30, 2024 and March 31, 2024, the tax credit receivable of $ 0.1 and $ 1.7 million, respectively, has been included in the Employee retention tax credit line on the Company's Condensed Consolidated Balance Sheet.

The Company received notification during the second quarter of fiscal year 2024 that its ERTC claim was under examination with the Internal Revenue Service ("IRS").

In April 2024, the Company received a letter from the IRS indicating that its claim had been accepted and $ 1.7 million was received in June 2024, inclusive of interest.

Property and Equipment, Net

25 unchanged sentences

The Company’s intangible assets included the following (in thousands) :

As of June 30, 2024

As of September 30, 2024

Content Library

11 unchanged sentences

Total Intangible Assets

During the three months ended June 30, 2024 and June 30, 2023, the Company had amortization expense of $ 0.7 million and $ 0.7 million, res pectively .

During the three and six months ended September 30, 2024, the Company had amortization expense of $ 0.8 million and $ 1.5 million , respectively.

During the three and six months ended September 30, 2023 , the Company had amortization expense of $ 0.8 million and $ 1.5 million, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024, amortization expense is expected to be (in thousands):

As of September 30, 2024, future amortization expense is expected to be as follows (in thousands) :

In-process intangible assets

Remainder of fiscal year 2025

Capitalized Content

1 unchanged sentence

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.

The costs are capitalized as Capitalized Content costs within Intangible Assets and are amortized as a group within Depreciation and Amortization on our Condensed Consolidated Statements of Operations.

Impairment of Long-lived and Finite-lived Intangible Assets

5 unchanged sentences

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 months ended June 30, 2024 and 2023 .

There were no impairment charges recorded for long-lived and finite-lived intangible assets during the three and six months ended September 30, 2024 and 2023 .

Goodwill is the excess of the purchase price paid over the fair value of the net assets of an acquired business.

4 unchanged sentences

The Company annually assesses goodwill for potential impairment during its fourth fiscal quarter, or sooner if events occur or circumstances would indicate it would be more likely than not that fair value would be reduced below its carrying amount.

For the year ended, March 31, 2024, the Company recognized a goodwill impairment charge of $ 14.0 million.

No goodwill impairment charge was recorded in the three months ended June 30, 2024 and 2023 .

For the year ended March 31, 2024, the Company recognized a goodwill impairment cha rge of $ 14 million.

No goodwill impairment charge was recorded in the three and six months ended September 30, 2024 and 2023 .

CINEVERSE CORP.

6 unchanged sentences

The following tables summarize the levels of fair value measurements of our financial assets and liabilities (in thousands) :

As of June 30, 2024

As of September 30, 2024

Equity investment in Metaverse, at fair value

3 unchanged sentences

Current portion of earnout consideration on purchase of a business

Our cash and cash equivalents, accounts receivable 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.

Equity Investment in Metaverse

2 unchanged sentences

Accordingly, the Company has presented the fair value of its Metaverse shares held as of March 31, 2024 within the Level 1 grouping.

The fair value of the shares held is presented within Other long term assets and as of June 30, 2024 and March 31, 2024 was $ 0.2 million and $ 0.4 million, respect ively.

The fair value of the shares held is presented within Other long term assets and as of September 30, 2024 and March 31, 2024 was $ 0.2 million and $ 0.4 million, respectively.

CINEVERSE CORP.

2 unchanged sentences

Prior to the completion of the earnout period at the end of fiscal year 2024, the Company estimated the fair value of its earnout liability using contractual inputs from the related business combination, which established specific fiscal year revenue growth, profitability and EBITDA targets .

As of June 30, 2024, the balance which is classified as short term in nature remains unchanged from the balance March 31, 2024.

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.

During the quarter ended September 30, 2024, the Company made its final earnout payment reducing the earnout liability as of September 30, 2024 to $ 0 .

Content Advances

1 unchanged sentence

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 $ 1.7 million and $ 2.6 million as of June 30, 2024, and March 31, 2024, respectively.

For the three months ended June 30, 2024 and 2023, the Company recognized an increase and reduction in our reserve for the recovery of advances in the amount of $ 57 thousand and $ 172 thousand, respectively.

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 $ 1.5 million and $ 2.6 million as of September 30, 2024, and March 31, 2024, respectively.

For the three and six months ended September 30, 2024, the Company recognized a reduction in our reserve for the recovery of advances in the amount of $ 27 thousand and $ 30 thousand , respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands) :

September 30,

Accounts payable

9 unchanged sentences

The deferred consideration related to the acquisition of DMR is payable in either shares of Common Stock or cash, at the Company's discretion and subject to certain conditions.

A payment of $ 2.4 million is due in March 2025.

The deferred consideration related to the FTV acquisition is payable in the amount of $ 238 thousand in December 2024, and $ 464 thousand in June 2025.

There is $ 618 thousand presently due and payable.

The Company has the right to pay up to 25 % of post-close purchase price in shares of Common Stock.

A final payment of $ 2.4 million is due in March 2025.

The deferred consideration related to the acquisition of FTV is payable in cash and up to 25 % in shares of Common Stock, at the Company's discretion and subject to certain conditions.

The final payment is due in June 2025.

CINEVERSE CORP.

4 unchanged sentences

The following tables present the Company’s disaggregated revenue by source (in thousands) :

Three Months Ended June 30,

Three Months Ended September 30,

Six Months Ended

September 30,

Streaming and digital

8 unchanged sentences

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.

The Company follows the five-step model established by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from contracts with customers ("ASC 606") when preparing its assessment of revenue recognition.

Principal Agent Considerations

7 unchanged sentences

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.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Credit Losses

1 unchanged sentence

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.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

1 unchanged sentence

If actual future returns and allowances differ from past experience, adjustments to our allowances may be required.

During the three months ended June 30, 2024 and 2023, the Company recognized a reduction in its provision for credit losses of $ 0.2 million and $ 0 , respectively.

During the three and six months ended September 30, 2024, the Company recognized a reduction in its provision for credit losses of $ 30 thousand and $ 185 thousand , respectively.

During the three and six months ended September 30, 2023 , we did no t recognize any credit losses as part of its ongoing operations or reversals of previously recorded provisions.

A summary of the movements of our allowances for credit losses follows (in thousands) :

Allowance for credit losses at the beginning of the year

Decrease in estimated provision

Allowance for credit losses as at September 30, 2024

Contract Liabilities

1 unchanged sentence

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 June 30, 2024 and March 31, 2024, was $ 0.3 million and $ 0.4 million, respectively.

The ending deferred revenue balance, including current and non-current balances as of September 30, 2024 and March 31, 2024, was $ 0.4 million and $ 0.4 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 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.

4 unchanged sentences

Concentrations

For the three months ended June 30, 2024 and 2023 one customer represen ted 39 % and 26 % of consolidated revenues, respectively.

For the three and six months ended September 30, 2024, customers that individually account for greater than 10% collectively represented 45 % ( three customers) and 32 % ( two customers) of consolidated revenues.

For the three and six months ended September 30, 2023 , one customer represented 25 % and 24 % of consolidated revenues, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Direct Operating Expenses

4 unchanged sentences

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 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 or non-employee 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.

1 unchanged sentence

Forfeitures are recognized as they occur.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for income taxes using the asset and liability method.

2 unchanged sentences

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.

The Company accounts for uncertain tax positions in accordance with an amendment to FASB 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 statements only if the position is “more-likely-than-not” to be sustained were it to be challenged by a taxing authority.

1 unchanged sentence

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 June 30, 2024 and March 31, 2024 .

The Company had no uncertain tax positions as of September 30, 2024 and March 31, 2024.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings per Share

4 unchanged sentences

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 June 30,

Basic and diluted net loss per share are computed as follows (in thousands, except per share data) :

Three Months Ended September 30,

Six Months Ended

September 30,

Basic net loss per share:

8 unchanged sentences

Diluted Net Loss Per Share

The calculation of diluted net loss per share for the three months ended June 30, 2024 and 2023 does not include the impact o f 5,199 thousand and 3,601 thousand anti-dilutive shares, respectively.

The first quarter of fiscal 2024 includes a weighted 1.8 million of a total 2.4 million re stricted stock units and awards which were issued during the three months ended June 30, 2024 and vest over a three-year term from the date of issuance.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The calculation of diluted net loss per share for the three and six months ended September 30, 2024 does not include the impact of 5,784 thousand and 5,474 thousand anti-dilutive shares, respectively.

The calculation of diluted net loss per share for the three and six months ended September 30, 2023 does not include the impact of 845 thousand and 793 thousand anti-dilutive shares, respectively.

Recently Issued Accounting Pronouncements

9 unchanged sentences

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.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

1 unchanged sentence

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 June 30, 2024 and March 31, 2024 , 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 as of both June 30, 2024 and March 31, 2024 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 for both the three months ended June 30, 2024 and the three months ended June 30, 2023.

Total Stockholders’ Deficit of CDF2 Holdings at both June 30, 2024 and March 31, 2024 was $ 59.2 million.

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 both June 30, 2024 and March 31, 2024 is carried at $ 0 .

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024 and March 31, 2024 , 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 as of both September 30, 2024 and March 31, 2024.

Total Stockholders’ Deficit of CDF2 Holdings at both September 30, 2024 and March 31, 2024 was $ 59.2 million.

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 both September 30, 2024 and March 31, 2024 is carried at $ 0 .

Investment in Roundtable

6 unchanged sentences

Our President and Chief Strategy Officer is on the Roundtable Board of Directors.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDERS’ EQUITY

As of June 30, 2024 and March 31, 2023, the number of shares of Common Stock authorized for issuance was 275,000,000 shares.

During the three months ended June 30, 2024, the Company issue d 93 thousand shares of Common Stock.

This was comprised of 64 thousand shares for preferred stock dividends, and 29 thousand shares for payment of compensation to former owners of an acquired entity.

During the three months ended June 30, 2023 , the Company issued 2,337 thousand shares of Common Stock.

This was comprised of 2,150 thousand shares issued through a direct offering, 177 thousand issued in connection with ATM sales, and 10 thousand issued in payment of preferred stock dividends.

In addition, the Company sold 517 thousand pre-funded warrants, and issued common warrants to purchase up to 2,667 thousand shares of Common Stock.

All pre-funded and common warrants were issued as immediately exercisable and remained outstanding as of June 30, 2023.

All pre-funded warrants were subsequently exercised in July 2023 for total proceeds of $ 0.5 thousand.

As of September 30, 2024 and 2023 , the number of shares of Common Stock authorized for issuance was 275,000,000 shares.

During the three months ended September 30, 2024, the Company issue d 208 thousand shares of Common Stock.

This was comprised of 100 thousand shares for preferred stock dividends and 108 thousan d shares for payment of compensation to former owners of an acquired entity.

In addition, the Company purchased 31 thousand shares as part of its share repurchase program.

During the six months ended September 30, 2024 and in addition to the activities cited above, the Company also purchased 184 thousand shares as part of the share repurchase program, paid preferred stock dividends through the issuance of 64 thousand common shares and issued 29 thousand shares for acquiree consideration.

During the three months ended September 30, 2023, the Company issued 1.3 million shares of Common Stock.

This was comprised of 517 thousand shares issued in conjunction with the exercise of pre-funded warrants issued, 725 thousand shares issued in connection with employee bonuses, 46 thousand shares for preferred stock dividends, and 41 thousand to satisfy earnout-related liabilities.

In addition, the Company withheld 223 thousand shares related to taxes on employee bonuses that will be reflected as treasury shares.

During the six months ended September 30, 2023, the Company issued 3.7 million shares of Common Stock.

In addition to the activities cited for three months ended September 30, 2023, this was comprised of 2,150 thousand shares issued through a June 16, 2023 direct offering, 177 thousand issued in connection with ATM sales during the first fiscal quarter, and 10 thousand issued in payment of preferred stock dividends.

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 September 30, 2023.

PREFERRED STOCK

Cumulative dividends in arrears on Series A Preferred Stock were $ 89 th ousand and $ 88 thousand as of June 30, 2024 and 2023, respectively.

During the three months ended June 30, 2024 and 2023, the Company paid preferred stock dividends in arrears of $ 89 thousand and $ 88 thousand in the form of shares of Common Stock, respectively.

Cumulative dividends in arrears on Series A Preferred Stock were $ 89 th ousand an d $ 87 th ousand as of September 30, 2024 and 2023, respectively.

During the three and six months ended September 30, 2024 , the Company paid preferred stock dividends in arrears of $ 89 thousand and $ 178 thousand in the form of shares of Common Stock, respectively.

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 473 thousand and 289 thousand shares of Common Stock at June 30, 2024 and March 31, 2024, respectively.

During the three months ended June 30, 2024, the Company acquired 184 thousand shares of treasury stock, repurchased through a Rule 10b5-1 trading plan with B.

We have treasury stock, at cost, consisting of 504 thousand and 289 thousand shares of Common Stock as of September 30, 2024 and March 31, 2024, respectively.

During the six months ended September 30, 2024, the Company acqui red 214 thousand shares of treasury stock, repurchased through a Rule 10b5-1 trading plan with B.

Riley Securities, Inc.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EQUITY INCENTIVE PLANS

4 unchanged sentences

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 Common Stock on the date of grant.

The 2000 Plan provided for the granting of incentive stock

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

options (“ISOs”) with exercise prices not less than the fair market value of 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 Common Stock on the date of grant.

1 unchanged sentence

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 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 2,055 thousand shares of Common Stock as of December 8, 2023, in the form of various awards, including stock options, stock appreciation rights, stock, restricted stock, restricted stock units, performance awards and cash awards.

For both the three months ended June 30, 2024 and three months ended June 30, 2023, the Company incurred stock-based compensation expenses of $ 0.5 million, of which $ 0.1 million related to Board of Director compensation in both periods as well.

Share-based compensation expense is reported within Selling, General and Administrative expenses.

The 2017 Plan provides for the issuance of up to 2,055 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.

For the three and six months ended September 30, 2024, the Company incurred stock-based compensation expense of $ 0.5 million and $ 1.0 million, respectively.

For the three and six months ended September 30, 2023, the Company incurred stock-based compensation expense of $ 0.5 million and $ 0.9 million, respectively.

Included within this expense, our Board of Directors stock-based compensation was $ 83 thousand and $ 165 thousand for the three and six months ended September 30, 2024, respectively, and $ 90 thousand and $ 180 thousand for the three and six months ended September 30, 2023, respectively.

Share-based compensation expense is reported within Selling, General and Administrative expenses in our Condensed Consolidated Statements of Operations.

LINE OF CREDIT FACILITY

The Line of Credit Facility bears interest at a rate equal to 1.5 % above the prime rate, equal to 10.00 % as of June 30, 2024.

The term of the Line of Credit Facility has been extended to September 15, 2025 .

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.

As of June 30, 2024, $ 4.8 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $ 127 thousand.

During the three months ended June 30, 2024 and 2023, the Company had interest expense, including cash interest and amortization, of $ 0.2 million and $ 0.2 million related to its Line of Credit Fa cility, respectively.

The Line of Credit Facility bears interest at a rate equal to 1.5 % above the prime rate , equal to 9.5 % as of September 30, 2024.

The Line of Credit Facility matures on September 15, 2025 .

Under the Line of Credit Facility, the Company is subject to certain financial and non-financial 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.

As of September 30, 2024, $ 4.6 million was outstanding on the Line of Credit Facility, net of unamortized issuance costs of $ 180 thousand .

During the three and six months ended September 30, 2024, the Company had interest expense, including cash interest and amortization, of $ 0.2 million and $ 0.3 million , related to its Line of Credit Facility, respectively.

During the three and six months ended September 30, 2023, the Company had interest expense, including cash interest and amortization, of $ 0.1 million and $ 0.2 million related to its Line of Credit Facility, respectively.

CINEVERSE CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 5, 2024, T3 Borrower, a wholly-owned subsidiary of the Company, entered into a Loan and Security Agreement with T3 Lender and the Company, as guarantor, to the T3 Loan Agreement.

The T3 Loan Agreement provides for the T3 Loan with a principal amount not to exceed $ 3,666 thousand, and a maturity date of April 1, 2025 , with a permitted extension of the term for 120 days under certain conditions.

On April 5, 2024, T3 Borrower, a wholly-owned subsidiary of the Company, entered into the T3 Loan Agreement with the T3 Lender.

The T3 Loan Agreement provides for the T3 Loan with a principal amount not to exceed $ 3.7 million, and a maturity date of April 1, 2025 , with a permitted extension of the term for 120 days under certain conditions.

The T3 Loan bears no interest until the maturity date other than an interest advance equal to $ 576 thousand at the closing of the T3 Loan on April 5, 2024.

1 unchanged sentence

If the T3 Loan is extended as noted above, the T3 Loan will bear interest at a rate of 1.44 % per month.

T3 Borrower may prepay the obligations under the T3 Loan, in full or in part, without penalty or premium.

The T3 Borrower may prepay the obligations under the T3 Loan, in full or in part, without penalty or premium.

The proceeds under the T3 Loan Agreement are being used for the funding under the Company’s distribution arrangements for the film titled Terrifier 3 (the “Film”).

The T3 Loan Agreement contains customary covenants, representation and warranties and events of default.

The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $ 3.1 million as of June 30, 2024.

After the principal of the T3 Loan is paid in full, T3 Lender will be entitled to receive 15 % of all royalties earned by the Company on the Film under its distribution agreements for the Film until T3 Lender has received 1.75 times the full commitment amount of $ 3,666 thousand, consisting of the principal amount plus interest and fees advanced to T3 Borrower, plus any extension interest.

The T3 Loan is secured by a first priority interest in all of T3 Borrower’s rights and interest in the Film and the distribution agreements, including the proceeds to T3 Borrower from the distribution of the Film.

The Company entered into a Guaranty Agreement pursuant to which it provided a guarantee of the T3 Loan (the "Guarantee") which is capped at obligations not exceeding $ 1,500 thousand (the “T3 Guaranty Agreement”).

The Guarantee is subordinated in payment and performance to the Line of Credit Facility pursuant to an intercreditor agreement between EWB and the T3 Lender, and acknowledged by the Company and the T3 Borrower.

In connection with the T3 Loan Agreement, the Company entered into Amendment No.

3 to the Amended and Restated Loan, Guaranty and Security Agreement dated as of September 15, 2022 with East West Bank and the Guarantors named therein, as amended to date (the “EWB Amendment”) to facilitate the T3 Loan and the Guarantee.

The T3 Loan is presented as current within the Company's Condensed Consolidated Balance Sheets and has a balance of $ 3.1 million as of September 30, 2024.

After the principal of the T3 Loan is paid in full, the T3 Lender will be entitled to receive 15 % of all royalties earned by the Company on the Film under its distribution agreements for the Film until the T3 Lender has received in total 1.75 times the full commitment amount of $ 3.7 million.

The T3 Loan is secured by a first priority interest in all of T3 Borrower’s assets in connection with the Film, including T3 Borrower's rights, title and interest in the distribution agreements, including the proceeds to the T3 Borrower from the distribution of the Film.

The Company entered into a Guaranty Agreement (the "T3 Guaranty Agreement") on April 25, 2024, pursuant to which it guarantees T3 Borrower's obligations under the T3 Loan Agreement (the "Guarantee").

The Guarantee is capped at $ 1.5 million.

Under an Intercreditor Agreement, dated April 5, 2024, by and among EWB, T3 Lender, T3 Borrower and the Company, the Guarantee is subordinated in payment and performance to the Line of Credit Facility.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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 $ 115 thousand and $ 111 thousand during the three months ended June 30, 2024 and 2023, respectively.

The Company recognized $ 45 thousand and $ 44 thousand of income related to its subleasing arrangement for the three months ended June 30, 2024 and three months ended June 30, 2023 , respectively.

Expenses related to these leases were $ 117 thousand and $ 233 thousand during the three and six months ended September 30, 2024 , respectively, and $ 121 thousand and $ 236 thousand during the three and six months ended September 30, 2023, respectively

The Company recognized $ 46 thousand and $ 92 thousand of income related to its subleasing arrangement during the three and six months ended September 30, 2024 , respectively, and $ 45 thousand and $ 90 thousand for the three and six months ended September 30, 2023, respectively

CINEVERSE CORP.

2 unchanged sentences

Classification on the Balance Sheet

September 30,

Other long-term assets

Operating leases liabilities

Operating leases liabilities, net of current portion

Total Operating Lease Liabilities

Operating leases liabilities, net of current

The table below presents the annual gross undiscounted cash flows related to the Company's operating lease commitments (in thousands) :

3 unchanged sentences

Less imputed interest

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.

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, Leases , 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) :

2 unchanged sentences

We calculate income tax expense based upon an annual effective tax rate forecast, which includes estimates and assumptions.

We recognized income tax expense of approximately $ 7 thousand and $ 20 thousand for the three months ended June 30, 2024 and 2023, respectively.

The Company's annual income tax expense is attributable to taxable income earned in India relating to transfer pricing.

We recognized income tax expense of $ 6 thousand and $ 13 thousand for the three and six months ended September 30, 2024, respectively.

We recognized income tax expense of $ 16 thousand and $ 36 thousand for the three and six months ended September 30, 2023, respectively.

Our 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 ( 0.2 )% and ( 0.6 )% for the three months ended June 30, 2024 and 2023 , respectively.

Our effective tax rate was ( 0.5 )% and ( 0.3 )% for the three and six months ended September 30, 2024, respectively, and ( 5.3 )% and ( 1.0 )% for the three and six months ended September 30, 2023 , respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements