What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-07-01 compared with 2021-07-30 · 839 added, 705 removed, 63 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related

notes included elsewhere in this report.

report contains forward-looking statements within the meaning of the federal securities laws.

These include statements about our expectations,

beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “believes,” “anticipates,”

“expects,” “intends,” “plans,” “will,” “estimates,” and similar words.

Forward-looking

statements represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth

plans, sales, capital requirements and general industry and business conditions applicable to us.

These forward-looking statements are

not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond

our control that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

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

In addition to our pioneering role in transitioning approximately 12,000 movie screens from traditional analog film prints to digital

distribution, we have become a leading distributor of independent content, both through organic growth and acquisitions.

We distribute

products for major brands such as the Hallmark, Televisa, ITV, Nelvana, ZDF, Konami, NFL, NHL and Scholastic, 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, iTunes, Amazon Prime, Netflix, Hulu, Xbox,

Sony PlayStation, Tubi and cable video-on-demand (“VOD”), and (ii) physical goods, including DVD and Blu-ray Discs.

report our financial results in two primary segments as follows:

(1) cinema equipment business and (2) media content and entertainment

business (“Content & Entertainment” or “CEG”).

The cinema equipment business segment consists of the non-recourse,

financing vehicles and administrators for our digital cinema equipment (the “Systems”) installed in movie theatres throughout

North America and several international countries.

It also provides fee-based support to over 6,200 movie screens as well as directly

to exhibitors and other third-party customers in the form of monitoring, billing, collection and verification services.

& Entertainment segment is a market leader in:

(1) ancillary market aggregation and distribution of entertainment content and (2)

branded and curated over-the-top (“OTT”) digital network business providing entertainment channels and applications.

in December 2015, certain of our cinema equipment began to reach the conclusion of their 10-year deployment payment period with certain

distributors and, therefore, Virtual Print Fees (“VPF”) revenues ceased to be recognized on such Systems, related to such

distributors.

Furthermore, because the Phase I Deployment installation period ended in November 2007, a majority of the VPF revenue associated

with the Phase I Deployment Systems has ended.

The reduction in VPF revenue on cinema equipment business systems approximately coincided

with the conclusion of certain of our non-recourse debt obligations and, therefore, the reduced cash outflows related to such non-recourse

debt obligations partially offset the reduced VPF revenue since November 2017.

the terms of our standard cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through

the end of the term of the licensing agreement, after which time, they have the option to:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be

read in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this report.

This report contains forward-looking statements

within the meaning of the federal securities laws.

These include statements about our expectations, beliefs, intentions or strategies

for the future, which are indicated by words or phrases such as “believes,” “anticipates,” “expects,”

“intends,” “plans,” “will,” “estimates,” and similar words.

Forward-looking statements

represent, as of the date of this report, our judgment relating to, among other things, future results of operations, growth plans, sales,

capital requirements and general industry and business conditions applicable to us.

These forward-looking statements are not guarantees

of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control that

could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Since our inception, we have played a significant

role in the digital distribution revolution that continues to transform the media landscape.

In addition to our pioneering role in transitioning

approximately 12,000 movie screens from traditional analog film prints to digital distribution, we have become a leading distributor of

independent content, both through organic growth and acquisitions.

We distribute products for major brands such as Hallmark, Televisa,

ITV, Nelvana, ZDF, Konami, NFL, and Scholastic, 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, Tubi and most video-on-demand (“VOD”)

and free ad-supported television (“FAST”) streaming platforms, as well as (ii) physical goods, including DVD and Blu-ray Discs.

We report our financial results

in two primary segments as follows:

(1) cinema equipment business and (2) content and entertainment business (“Content & Entertainment”

The cinema equipment business segment consists of the non-recourse, financing vehicles and administrators for our

digital cinema equipment (the “Systems”) installed in movie theatres throughout North America and Australia.

It also provides

fee-based support to over 2,843 movie screens as well as directly to exhibitors and other third-party customers in the form of monitoring,

billing, collection and verification services.

Our Content & Entertainment segment operates in:

(1) ancillary market aggregation and

distribution of entertainment content and (2) branded and curated over-the-top (“OTT”) digital network business providing

entertainment channels and applications.

Beginning in December 2015, certain of our cinema

equipment began to reach the conclusion of their 10-year deployment payment period with certain distributors and, therefore, Virtual Print

Fees (“VPF”) revenues ceased to be recognized on such Systems, related to such distributors.

Furthermore, because the Phase

I Deployment installation period ended in November 2007, a majority of the VPF revenue associated with the Phase I Deployment Systems

The reduction in VPF revenue on cinema equipment business systems approximately coincided with the conclusion of certain of

our non-recourse debt obligations and, therefore, the reduced cash outflows related to such non-recourse debt obligations partially offset

the reduced VPF revenue since November 2017.

Under the terms of our standard cinema equipment

licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the licensing agreement,

after which time, they have the option to:

(1) return the Systems to us;

(2) renew their

license agreement for successive one-year terms;

(2) renew their license agreement for successive one-year terms;

or (3) purchase the Systems from us at fair market value.

As permitted by these agreements,

we typically pursue the sale of the Systems to such exhibitors.

Such sales were as originally contemplated as the conclusion of the digital

cinema deployment plan.

are structured so that our cinema equipment business segment operates independently from our Content & Entertainment business.

of March 31, 2021, we had approximately $7.8 million of non-recourse outstanding debt principal that relates to, and is serviced by,

our cinema equipment business.

We have approximately $4.1 million of outstanding debt principal, as of March 31, 2021 that is attributable

to our Content & Entertainment and Corporate segments.

and Uncertainties

COVID-19 pandemic and related economic repercussions created significant volatility and uncertainty impacting the Company’s results

for the year.

As part of our Content & Entertainment business, the Company sells DVDs and Blu-ray discs at brick-and-mortar stores.

With the closure of non-essential retail stores beginning in the spring of 2020, the sale of physical discs through our retail partners

declined although this was partially offset by digital purchases of physical product.

As part of our Cinema Equipment business, the Company

earns revenue when movies are exhibited in theaters.

Many movie theaters in the United States closed during the spring of 2020 and remained

closed or re-opened on a limited basis through March 31, 2021.

The majority of major studios shifted films out of the fiscal year to

dates when more screens would be available, and consumers felt safe to return to theaters.

Films released during the year had box office

results below pre-Covid expectations due to theater closure, limited capacity and new commercial models that permitted viewing day and

date via premium video on demand (“PVOD”) and subscription video on demand (“SVOD”).

To the extent films are

not shown in theaters, we do not earn revenue.

term, there may be a shift in consumer preference towards digital consumption over physical or theatrical viewing.

Studios may reduce

their theatrical slates to tentpoles and certain genres releasing other content directly on their own streaming services.

This decision

could negatively impact the Company’s ability to license content for the sale of physical product, if those rights are withheld

to create exclusivity to the platform and reduce revenue opportunities for virtual print fees and sales of digital cinema equipment.

While the Company has been encouraged by the pace of mass vaccinations, spikes or the emergence of new variants could require future

We have incurred net losses historically and have

an accumulated deficit of $474.1 million and negative working capital of $14.2 million as of March 31, 2021.

We may continue to generate

net losses for the foreseeable future.

In addition, we have debt-related contractual obligations as of March 31, 2021 and beyond.

on these conditions, the Company entered into the following transactions:

February 2, 2021, the Company entered into a Securities Purchase Agreement with a single institutional investor for the purchase and

sale of 5,600,000 shares of Class A common stock at a purchase price of $1.25 per share, in a registered direct offering, pursuant to

an effective shelf registration statement on Form S-3 which was declared effective by the Securities and Exchange Commission on July

10, 2020 (File No.

333-239710) and an applicable prospectus supplement.

As permitted by these agreements, we typically pursue the sale of the Systems

to such exhibitors.

Such sales were as originally contemplated as the conclusion of the digital cinema deployment plan.

We are structured so that our cinema equipment

business segment operates independently from our Content & Entertainment business.

As of March 31, 2022, we had approximately $0.0

million of non-recourse outstanding debt principal that relates to, and is serviced by, our cinema equipment business.

We have approximately

$0.0 million of outstanding debt principal, as of March 31, 2022 that is attributable to our Content & Entertainment and Corporate

Risks and Uncertainties

The COVID-19 pandemic and related economic repercussions created significant

volatility and uncertainty impacting the Company’s results for the year.

As part of our Content & Entertainment business, the

Company sells DVDs and Blu-ray discs at brick-and-mortar stores.

With the closure of non-essential retail stores beginning in the spring

of 2020, the sale of physical discs through our retail partners declined although this was partially offset by digital purchases of physical

As part of our Cinema Equipment business, the Company earns revenue when movies are exhibited in theaters.

Many movie theaters

in the United States slowly re-opened with limited capacities through March 31, 2021, and have since reopened as of March 31, 2022.

majority of major studios resumed blockbuster films releases during the year which showed an encouraging return of consumer confidence

for the theatrical experience.

As vaccines became readily available and COVID cases decreased, major studios resumed theatrical

releases and there was an uptick in box office revenue during the year ending March 31, 2022.

Longer term, there had been speculation that the

future of theatrical release strategies could change as a result of Major Studios being able to release movies simultaneously in theatres

and on streaming platforms during the pandemic.

If fewer movies are released theatrically, a shift to digital viewing reduces revenue

opportunities for virtual print fees and sales of digital cinema equipment.

While Studios are still in an experimentation phase regarding

theatrical/streaming strategies we are encouraged by the success of recent exclusive theatrical releases such as Sony’s ’Spider-Man:

No Way Home’, which became the first movie since the pandemic to hit $1 billion globally with no current plans to release on any

streaming platforms.

We have incurred net losses historically and net income for the year

ended March 31, 2022 of $2.3 million.

As of March 31, 2022, we had an accumulated deficit of $472.3 million and negative working

capital of $4.8 million as of March 31, 2022.

Net cash provided by operating activities for the fiscal year ended March 31, 2022 was $4.9

Based on these conditions, the Company entered into the following transactions described below.

Capital Raises

On February 2, 2021, the Company entered into

a Securities Purchase Agreement with a single institutional investor for the purchase and sale of 5,600,000 shares of Common Stock at

a purchase price of $1.25 per share, in a registered direct offering, pursuant to an effective shelf registration statement on Form S-3

which was declared effective by the Securities and Exchange Commission on July 10, 2020 (File No.

333-239710) (the “2020 Shelf Registration

Statement”) and an applicable prospectus supplement.

The closing of the sale occurred on February 5, 2021.

The aggregate

gross proceeds for the sale was approximately $7.0 million.

The net proceeds to the Company from the sale, after deducting the fees of

the placement agent but before paying the Company’s estimated offering expenses, was approximately $6.5 million.

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 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 aggregate gross proceeds

for the sale was approximately $7.0 million.

The net proceeds to the Company from the sale, after deducting the fees of the placement

agent but before paying the Company’s estimated offering expenses, was approximately $6.5 million.

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” 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.

sales of shares made under the ATM Sales Agreement will be made pursuant to an effective registration statement on Form S-3 which was

declared effective by the Securities and Exchange Commission on July 10, 2020 (File No.

333-239710), for an aggregate offering price

of up to $30 million.

During the year ended March 31, 2021, we sold 28,405,840 shares of Common Stock under the ATM Sales Agreement.

Net proceeds from such sales totaled $18.6 million.

July 16, 2020, the Company entered into a securities purchase agreement with certain investors for the purchase and sale of 7,213,334

shares of Class A common stock, par value $0.001 per share, at a purchase price of $1.50 per share, in a registered direct offering,

pursuant to an effective shelf registration statement on Form S-3 which was declared effective by the Securities and Exchange Commission

on July 10, 2020 (File No.

333-239710) and an applicable prospectus supplement.

Any sales of shares made under the ATM

Sales Agreement will be made pursuant the 2020 Shelf Registration Statement, for an aggregate offering price of up to $30 million.

the year ended March 31, 2021, we sold 28,405,840 shares of Common Stock under the ATM Sales Agreement.

Net proceeds from such sales totaled

$18.6 million.

No sales under the ATM Sales Agreement were made during the year ended March 31, 2022.

On July 16, 2020, the Company entered into a securities

purchase agreement with certain investors for the purchase and sale of 7,213,334 shares of Common Stock, par value $0.001 per share, at

a purchase price of $1.50 per share, in a registered direct offering, pursuant to the 2020 Shelf Registration Statement and an applicable

prospectus supplement.

The closing of the sale occurred on July 20, 2020.

aggregate gross proceeds for the sale was approximately $10.8 million.

The net proceeds to the Company from the sale, after deducting

the fees of the placement agents but before paying the Company’s estimated offering expenses, is approximately $10.1 million.

The aggregate gross proceeds for the sale was approximately

$10.8 million.

The net proceeds to the Company from the sale, after deducting the fees of the placement agents but before paying the Company’s

estimated offering expenses, is approximately $10.1 million.

May 20, 2020, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain

investors (the “Investors”) for the purchase and sale of 10,666,666 shares of the Class A common stock, at a purchase price

of $0.75 per share, in a registered direct offering, pursuant to an effective shelf registration statement on Form S-3 which was declared

effective by the Securities and Exchange Commission on May 14, 2020 (File No.

investors (the “Investors”) for the purchase and sale of 10,666,666 shares of the Common Stock, at a purchase price of $0.75

per share, in a registered direct offering, pursuant to an effective shelf registration statement on Form S-3 which was declared effective

by the Securities and Exchange Commission on May 14, 2020 ( File

333-238183) and an applicable prospectus supplement.

closing of the sale occurred on May 22, 2020.

The aggregate gross proceeds for the sale was $8.0 million.

The net proceeds to the Company

from the sale, after deducting the fees of the placement agents but before paying the Company’s estimated offering expenses, were

approximately $7.1 million.

of March 31, 2021, there is still approximately $38.0 million available under our shelf registration to raise additional capital.

of Cinematic Equipment

On March 17, 2021, the Company entered into two

separate agreements for the sale of cinematic equipment to American Multi-Cinema, Inc.

The agreement included the

sale in tranches of a total of 2,369 cinematic projectors starting in March 2021 throughout January 2023 for a total cash consideration

of $10.8 million.

As of March 31, 2021 the Company executed the sale of the first tranche and recognized revenue for $300 thousand.

portion of the total proceeds will be utilized to eliminate the remaining Prospect note payable.

Investment in a Related Party

previously announced, on December 27, 2019, the Company entered into, and on February 14, 2020 amended, (see Note 2 - Summary of Significant

Accounting Policies ), a stock purchase agreement (as so amended, the “Stock Purchase Agreement”) with BeiTai Investment

LP (“BeiTai”), a related party for accounting purposes of Cinedigm and Aim Right Ventures Limited (“Aim Right”),

two shareholders of Starrise Media Holdings Limited, a leading Chinese entertainment company (“Starrise”), to buy from them

an aggregate of 410,901,000 outstanding Starrise ordinary shares (the “Share Acquisition”).

On February 14, 2020, the Company

purchased 162,162,162 of the Starrise ordinary shares from BeiTai and issued BeiTai 21,646,604 shares of its Class A common stock in

consideration.

The Starrise shares received were valued at approximately $25 million and the Company issued shares that were valued at

approximately $11.2 million.

On April 10, 2020, the Company, in accordance with the terms of the Stock Purchase Agreement, terminated

its obligation to purchase Starrise ordinary shares from Aim Right under the December 27, 2019 stock purchase agreement.

April 10, 2020, the Company entered into another stock purchase agreement (the “April Stock Purchase Agreement”) with five

(5) shareholders of Starrise-Bison Global Investment SPC - Bison Global No.

1 SP, Huatai Investment LP, Antai Investment LP, Mingtai

Investment LP and Shangtai Asset Management LP, all of which are related parties to the Company to buy an aggregate of 223,380,000 outstanding

Starrise ordinary shares from them and for the Company to issue to them an aggregate of 29,855,081 shares of its Class A common stock

as consideration therefor (the “April Share Acquisition”).

On April 15, 2020, the April Share Acquisition was consummated

and this transaction was also recorded as an equity investment in Starrise.

Starrise’s ordinary shares (HK 1616) are

listed on the main board of the Stock Exchange of Hong Kong Limited.

Based on the closing price of HKD 0.15 per share on July 23, 2021,

calculated at an exchange rate of 7.7663 Hong Kong Dollars to 1 US dollar, the market value of Cinedigm’s ownership in Starrise

The closing of the sale occurred on May 22, 2020.

The aggregate gross proceeds

for the sale was $8.0 million.

The net proceeds to the Company from the sale, after deducting the fees of the placement agents but before

paying the Company’s estimated offering expenses, were approximately $7.1 million.

In October 2021, we entered into a Common Stock

Purchase Agreement (the “Equity Line Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights

Agreement”) with B.

Riley Principal Capital, LLC (“B.

Riley Principal Capital”).

Pursuant to the Equity Line Purchase

Agreement, the Company has the right to sell to B.

Riley Principal Capital up to the lesser of (i) $50,000,000 of newly issued shares

of Common Stock and (ii) the Exchange Cap (as defined in the Equity Line Purchase Agreement), from time to time during the 24-month period

from and after the October 21, 2021.

Sales of Common Stock pursuant to the Equity Line Purchase Agreement, and the timing of any sales,

are solely at the option of the Company, and the Company is under no obligation to sell any securities to B.

Riley Principal Capital under

the Equity Line Purchase Agreement.

As consideration for B.

Riley Principal Capital’s commitment to purchase shares of Common Stock

at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line Purchase Agreement, upon execution

of the Equity Line Purchase Agreement, the Company issued 210,084 shares of Common Stock to B.

Riley Principal Capital (the “Commitment

The purchase price of the shares of Common Stock that we elect to sell to B.

Riley Principal Capital pursuant to the Equity

Line Purchase Agreement will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”)

during the applicable purchase date, less a fixed 5% discount to such VWAP.

Pursuant to the Registration Rights Agreement, the Company

filed a Registration Statement on Form S-1 that was declared effective by the Securities and Exchange Commission on October 21, 2021 (File

333-260210) for the resale by B.

Riley Principal Capital of up to 25,210,084 shares of Common Stock (including the Commitment Shares)

acquired pursuant to the Equity Line Purchase Agreement.

During the year ended March 31, 2022, we sold 5,300,000 shares of Common Stock

under the Equity Line Purchase Agreement.

Net proceeds from such sales totaled $12.4 million.

As of March 31, 2022, there is still approximately

$38.0 million available under the 2020 Shelf Registration Statement, and $37.6 million available under the Equity Line Purchase Agreement,

to raise additional capital.

Sale of Cinematic Equipment

On March 17, 2021, the Company entered into two separate agreements

for the sale of cinematic equipment to American Multi-Cinema, Inc.

The agreement included the sale in tranches of

a total of 2,369 cinematic projectors starting in March 2021 throughout January 2023 for a total cash consideration of $10.8 million.

For the year ended March 31, 2022, the Company recognized revenue for $9.6 million.

A portion of the total proceeds was utilized to pay

off the remaining Prospect note payable.

Equity Investment in a Related Party

On December 27, 2019, the Company entered into, and on February 14,

2020 amended, (see Note 2 – Summary of Significant Accounting Policies ), a stock purchase agreement (as so amended, the “Metaverse

Stock Purchase Agreement”) with BeiTai Investment LP (“BeiTai”), a related party for accounting purposes of Cinedigm

and Aim Right Ventures Limited (“Aim Right”), two shareholders of A Metaverse Company, a leading Chinese entertainment company

(“Metaverse”), formerly Starrise Media Holdings Limited, to buy from them an

aggregate of 410,901,000 outstanding Metaverse ordinary shares (the “Metaverse Share Acquisition”).

On February 14, 2020,

the Company purchased 162,162,162 of the Metaverse ordinary shares from BeiTai and issued BeiTai 21,646,604 shares of its Common Stock

in consideration.

The Metaverse shares received were valued at approximately $25 million and the Company issued shares that were valued

at approximately $11.2 million.

On April 10, 2020, the Company, in accordance with the terms of the Metaverse Stock Purchase Agreement,

terminated its obligation to purchase Metaverse ordinary shares from Aim Right under the December 27, 2019 stock purchase agreement.

On April 10, 2020, the Company entered into another stock purchase

agreement (the “April Metaverse Stock Purchase Agreement”) with five (5) shareholders of Metaverse – Bison Global Investment

SPC – Bison Global No.

1 SP, Huatai Investment LP, Antai Investment LP, Mingtai Investment LP and Shangtai Asset Management LP,

all of which are related parties to the Company to buy an aggregate of 223,380,000 outstanding Metaverse ordinary shares from them and

for the Company to issue to them an aggregate of 29,855,081 shares of its Common Stock as consideration therefor (the “April Metaverse

Share Acquisition”).

On April 15, 2020, the April Metaverse Share Acquisition was consummated and this transaction was also recorded

as an equity investment in Metaverse.

Metaverse’s ordinary shares

(HK 1616) are listed on the main board of the Stock Exchange of Hong Kong Limited.

Based on the closing price of .152 per share on March

31, 2022, calculated at an exchange rate of 7.85 Hong Kong Dollars to 1 US dollar, the market value of Cinedigm’s ownership in Metaverse

ordinary shares was approximately $7.03 million.

On June 22, 2021, the maturity

date of the East West Credit Facility (as defined in Note 6 - Notes Payable) with East West Bank was extended from June 30, 2021 to September

April 15, 2020, the Company received $2.2 million from East West Bank, the Company’s existing lender, pursuant to the Paycheck

Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Loan matures on April 10, 2022 (the “Maturity Date”), accrues interest at 1% per annum and may be prepaid in whole

or in part without penalty.

No interest payments are due within the initial six months of the PPP Loan.

The interest accrued during the

initial six-month period is due and payable, together with the principal, on the Maturity Date.

The Company used all proceeds from the

PPP Loan to retain employees, maintain payroll and make lease and utility payments to support business continuity throughout the COVID-19

pandemic, which amounts are intended to be eligible for forgiveness, subject to the provisions of the CARES Act and could be subject

to repayment.

On January 5, 2021, the Company submitted its application for forgiveness and, as of June 30, 2021, obtained forgiveness for the

full amount as discussed on Note 12 – Subsequent Events .

June 24, 2020, the Company entered into an exchange agreement (the “Exchange Agreement”) pursuant to which the Company issued

329,501 shares of its Class A common stock, in exchange for $842,000, the’ principal amount and accrued and unpaid interest of outstanding

Second Lien Loans (as defined in Note 6 - Notes Payable ).

The surrendered Second Lien Loans were immediately canceled.

was consummated on June 24, 2020.

June 26, 2020, the Company signed a consent agreement with the holders of the Second Lien loans to extend the maturity date to September

30, 2020 and grant the Company options to extend further to March 31, 2021 and then to June 30, 2021.

A consent fee of $100,000 was paid

in connection with this extension.

a separate exchange with another holder of Second Lien Notes, on November 19, 2020, the Company issued 452,499 shares of Common Stock

in exchange for $247,108 principal amount of Second Lien Notes.

The exchanged Second Lien Notes were immediately cancelled.

December 4, 2020, the Company entered into exchange agreements (the “December Exchange Agreements”) with certain holders

of notes under its Second Lien Loan Agreement dated as of July 14, 2016 among the Company, the lenders party thereto, and Cortland Capital

Market Services LLC, as Agent (“Second Lien Notes”).

Pursuant to the December Exchange Agreements, the Company issued an

aggregate of 2,776,284 shares of its Class A common stock, par value $0.001 per share Common Stock in exchange for an aggregate of $1,386,106

of principal amount of Second Lien Notes.

The exchanged Second Lien Notes were immediately cancelled.

On January 21, 2021, the Company entered into

an exchange agreement (the “Exchange Agreement”) with a holder of notes under its Second Lien Loan Agreement dated as of July

14, 2016 among the Company, the lenders party thereto, and Cortland Capital Market Services LLC, as Agent (“Second Lien Notes”).

Pursuant to the Exchange Agreement, the Company issued an aggregate of 1,247,626 shares of Class A common stock, in exchange for an aggregate

of $1,289,650 of principal amount of Second Lien Notes.

Subsequent to the period, trading of Metaverse’s ordinary shares was halted.

(See Note 11)

On June 22, 2021, the maturity date of the East West Credit Facility

(as defined in Note 5 – Notes Payable) with East West Bank was extended from June 30, 2021 to September 28, 2021 and was not extended.

On July 3, 2019, the Company entered into an amendment (the “EWB

Amendment”) to the Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company, East West Bank

and the Guarantors named therein (the “EWB Credit Agreement”).

The EWB Amendment reduced the size of the facility to $18.0

million, required certain prepayments and daily cash sweeps from collections of receivables to be made, changed in certain respects how

the borrowing base is calculated, and extended the maturity date to June 30, 2020.

In connection with the EWB Amendment, three of our

subsidiaries became additional Guarantors under the EWB Credit Agreement.

On June 26, 2020, the Company signed another amendment and extended

the maturity date to June 30, 2021 and on June 22, 2021, the maturity date was extended to September 28, 2021.

See Note 5 – Notes

On April 15, 2020, the Company received $2.2 million

from East West Bank, the Company’s existing lender, pursuant to the Paycheck Protection Program (the “PPP Loan”) of

the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Loan matures on April 10, 2022 (the “Maturity

Date”), accrues interest at 1% per annum and may be prepaid in whole or in part without penalty.

No interest payments are due within

the initial six months of the PPP Loan.

The interest accrued during the initial six-month period is due and payable, together with the

principal, on the Maturity Date.

The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease

and utility payments to support business continuity throughout the COVID-19 pandemic, which amounts are intended to be eligible for forgiveness,

subject to the provisions of the CARES Act and could be subject to repayment.

On January 5, 2021, the Company submitted its application

for forgiveness and, as of June 30, 2021, obtained forgiveness for the full amount.

On June 24, 2020, the Company entered into an exchange agreement pursuant

to which the Company issued 329,501 shares of its Common Stock, in exchange for $842,000, the’ principal amount and accrued and

unpaid interest of outstanding Second Lien Loans (as defined in Note 5 – Notes Payable).

The surrendered Second Lien Loans were

immediately canceled.

The exchange was consummated on June 24, 2020.

On June 26, 2020, the Company signed a consent

agreement with the holders of the Second Lien loans to extend the maturity date to September 30, 2020 and grant the Company options to

extend further to March 31, 2021 and then to June 30, 2021.

A consent fee of $100,000 was paid in connection with this extension.

In a separate exchange with another holder of

Second Lien Notes, on November 19, 2020, the Company issued 452,499 shares of Common Stock in exchange for $247,108 principal amount of

Second Lien Notes.

The exchanged Second Lien Notes were immediately cancelled.

In two separate exchanges with another holder

of Second Lien Notes, on January 14, 2021 and January 21, 2021, the Company issued 689,500 shares and 580,448 shares (an aggregate of

1,269,948 shares) of Class A common stock in exchange for $500,000 and $600,000 (an aggregate of $1,100,000) principal amount of Second

On December 4, 2020, the Company entered into

exchange agreements (the “December Exchange Agreements”) with certain holders of Second Lien Notes.

Pursuant to the December

Exchange Agreements, the Company issued an aggregate of 2,776,284 shares of its Common Stock, par value $0.001 per share Common Stock

in exchange for an aggregate of $1,386,106 of principal amount of Second Lien Notes.

The exchanged Second Lien Notes were immediately

On January 21, 2021, the Company entered

into an exchange agreement (the “January Exchange Agreement”) with a holder of notes under its Second Lien Loan Agreement

dated as of July 14, 2016 among the Company, the lenders party thereto, and Cortland Capital Market Services LLC, as Agent (“Second

Lien Notes”).

Pursuant to the January Exchange Agreement, the Company issued an aggregate of 1,247,626 shares of Common Stock, in

exchange for an aggregate of $1,289,650 of principal amount of Second Lien Notes.

The exchanged Second Lien Notes were immediately cancelled.

February 2, 2021, the Company issued 425,290 shares of Class A common stock in exchange for $500,000 principal amount of Second Lien

In three separate exchanges with another holder

of Second Lien Notes, on January 14, 2021 and January 21, 2021, the Company issued 689,500 shares, 580,448 shares and 1,247,626 (an aggregate

of 2,517,574 shares) of Common Stock in exchange for $500,000, $600,000 and $1,289,650 (an aggregate of $2,389,650) principal amount of

Second Lien Notes.

The exchanged Second Lien Notes were immediately cancelled.

Second Lien Loans (as defined in Note 6 - Notes Payable) were to mature on June 16, 2020.

On June 26, 2020, the Company entered into

a consent agreement with the lenders of the Second Lien Loans to an extension of the Second Lien Loans pursuant to which (i) the Company

paid down a portion of the outstanding principal amount plus accrued interest to date, and 47 (ii) the maturity date of the remaining

outstanding principal amount of the Second Lien Loans was extended to September 30, 2019.

On July 30, 2019, one of the lenders, signed

a waiver to defer the receipt of the portion of the outstanding principal amount on the Second Lien Loans agreed to be paid no later

than September 30, 2019.The Company paid $3.4 million of the outstanding Second Lien Loans and expects to obtain additional capital from

or through Bison Capital Holding Limited or an affiliate thereof (“Bison”) for final payment of the remaining outstanding

The Second Lien Loans (as defined in Note 6 - Notes Payable) were to mature on June February 16, 2020.

On June 26, 2020, the

Company entered into a consent agreement with the lenders to extend the maturity date to September 30, 2020 and grant the Company options

to extend further to March 31, 2021 and then to June 30, 2021.

On February 2, 2021, the Company issued 425,290

shares of Common Stock in exchange for $500,000 principal amount of Second Lien Notes.

The exchanged Second Lien Notes were immediately

The Second Lien Loans (as defined in Note 5 – Notes Payable)

were to mature on June 16, 2020.

On June 26, 2020, the Company entered into a consent agreement with the lenders of the Second Lien Loans

to an extension of the Second Lien Loans pursuant to which (i) the Company paid down a portion of the outstanding principal amount plus

accrued interest to date, and 47 (ii) the maturity date of the remaining outstanding principal amount of the Second Lien Loans was extended

to September 30, 2019.

On July 30, 2019, one of the lenders, signed a waiver to defer the receipt of the portion of the outstanding principal

amount on the Second Lien Loans agreed to be paid no later than September 30, 2019.The Company paid $3.4 million of the outstanding Second

Lien Loans and expects to obtain additional capital from or through Bison Capital Holding Company Limited or an affiliate thereof (“Bison”)

for final payment of the remaining outstanding balances.

The Second Lien Loans were to mature on June February 16, 2020.

On June 26, 2020,

the Company entered into a consent agreement with the lenders to extend the maturity date to September 30, 2020 and grant the Company

options to extend further to March 31, 2021 and then to June 30, 2021.

There was a consent fee of $100,000 for this extension.

February 9, 2021, the Company prepaid all of the outstanding obligations in respect of principal, interest, fees and expenses

under the Second Lien Loan Agreement, among the Company, certain lenders and Cortland Capital Market Services LLC.

The payoff amount

of approximately $3.18 million was comprised of (i) $3.1 million of principal, (2) accrued payment-in-kind interest of $.018 million,

(3) accrued current interest of $0.007 million, and (4) fees and expenses of $0.004 million.

Upon such prepayment, the Second Lien Loan

Agreement was terminated effective February 9, 2021.

$10.0 million note payable (“2018 Loan”) to Bison Global Investment SPC for and on behalf of Global Investment SPC-Bison

1, another affiliate of Bison (“Bison Global”), due July 20, 2019 is guaranteed by Bison Entertainment and Media

Group (“BEMG”).

On July 20, 2018, the Company also entered into a side letter (the “Letter”) with BEMG, where

BEMG agreed to guarantee the payment directly to Bison Global of any amount due if (i) the 2018 Loan matures prior to June 28, 2021 or

(ii) Bison Global demands payment of the 2018 Loan, in whole or in part, prior to maturity.

July 12, 2019, the Company and Bison Global entered into a termination agreement (the “Termination Agreement”) with respect

to the $10.0 million 2018 Loan.

Contemporaneously with the Termination Agreement, the Company entered into a convertible promissory note

(“Bison Convertible Note”) with Bison Global for $10.0 million.

The Bison Convertible Note had a term ending on

March 4, 2020, and bears interest at 5% per annum.

The principal is payable upon maturity, in cash or in shares of our Class A common

stock, par value $0.001 per share (the “Common Stock” or “Class A common stock”), or a combination of cash and

Common Stock, at the Company’s option.

The Bison Convertible Note is unsecured and may be prepaid without premium or penalty, and

contains customary covenants, representations and warranties.

The proceeds of the Bison Convertible Note were used to repay the 2018 Loan.

On April 15, 2020, the Company executed a letter amendment (the “Letter Amendment”) to the Bison Convertible Note.

things, the Letter Amendment amended the Bison Convertible Note, effective as of March 4, 2020, to change the maturity date of the Bison

Convertible Note to March 4, 2021.

The Bison Convertible Note due 2021 was converted to Common Stock in March 2021.

See Note 6 - Notes

On April 15, 2020, the Company executed a letter

amendment (the “Letter Amendment”) to the Bison Convertible Note (as defined in Note 6 - Notes Payable ).

things, the Letter Amendment amended the Note, effective as of March 4, 2020, to extend the maturity date of the Bison Convertible note

to March 4, 2021.

October 9, 2018, the Company issued a subordinated convertible note (the “Convertible Note”) to MingTai Investment LP (the

“Lender”) for $5.0 million.

All proceeds from the Convertible Note were used to pay the $5.0 million 2013 Notes.

6 - Notes Payable .

The Convertible Note bears interest at 8% and matured on October 9, 2019.

The principal is payable upon maturity,

in cash or in shares of our Class A common stock, or a combination of cash and Common Stock, at the Company’s option.

9, 2019, the Company signed an extension to the Ming Tai Note of $5.0 million for the first of two (2) permitted additional (1) year

extensions at the Company’s option from the original maturity date to October 9, 2020.

October 9, 2019, the Company signed an extension to the Ming Tai Note of $5.0 million for the first of two (2) permitted additional

(1) year extensions at the Company’s option from the original maturity date to October 9, 2020.

This note will continue in full

force and effect in accordance with its terms, including the Company’s reservation of its right to further extend the maturity

date of this note, if it so elects.

September 11, 2020, the Bison and Mingtai Notes, having an aggregate of $15 million principal amount (the “Notes”) were

converted in full into an aggregate of 10,000,000 shares of Common Stock at a conversion price of $1.50 per share in accordance with

the terms of the Notes.

Accordingly, the Notes have been extinguished.

The Notes were held by Bison Global and, both of which are affiliates

of Peixin Xu, the Chairman of Bison Capital Holding Company Limited, which is indirectly Cinedigm’s largest stockholder.

On July 3, 2019, the Company entered into an amendment

(the “EWB Amendment”) to the Loan, Guaranty and Security Agreement, dated as of March 30, 2018, by and between the Company,

East West Bank and the Guarantors named therein (the “EWB Credit Agreement”).

The EWB Amendment reduced the size of the facility

to $18.0 million, required certain prepayments and daily cash sweeps from collections of receivables to be made, changed in certain respects

how the borrowing base is calculated, and extended the maturity date to June 30, 2020.

In connection with the EWB Amendment, three of

our subsidiaries became additional Guarantors under the EWB Credit Agreement.

On June 26, 2020, the Company signed another amendment and

extended the maturity date to June 30, 2021 and on June 22, 2021, the maturity date was extended to September 28, 2021.

See Note 6 - Notes

March 4, 2021, Cinedigm DC Holdings, LLC (“CDCH”), Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., Christie/AIX,

Inc., Cinedigm Digital Funding I, LLC, certain Lenders, and Prospect Capital Corporation, as administrative agent and collateral agent

(“Prospect”), entered into Amendment No.

3 (the “Amendment”) to the Term Loan Agreement dated February 28, 2013

(the “Term Loan Agreement”).

Under the Amendment, the maturity date of the loan under the Term Loan Agreement (the “Loan”)

was extended to March 31, 2022.

believe the combination of:

(i) our cash and cash equivalent balances at March 31, 2021, (ii) expected cash flows from operations,

(iii) expansion into Streaming, and (iv) the capacity under existing arrangements and access to new sources of capital will be sufficient

to satisfy our contractual obligations, as well as liquidity for our operational and capital needs, for twelve months from the filing

of this document.

Our capital requirements will depend on many factors, and we may need to use capital resources and obtain additional

Failure to generate additional revenues, obtain additional capital or manage discretionary spending could have an adverse effect

on our financial position, results of operations and liquidity.

Accounting Policies and Estimates

consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America

In connection with the preparation of our financial statements, we are required to make assumptions and estimates

about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.

We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes

to be relevant at the time our consolidated financial statements are prepared.

On a regular basis, management reviews the accounting

policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP.

However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions

and estimates, and such differences could be material.

significant accounting policies are discussed in Note 2 - Summary of Significant Accounting Policies , of the Notes to Consolidated

Financial Statements, included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.

believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial

results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates

about the effect of matters that are inherently uncertain.

Management has reviewed these critical accounting estimates and related disclosures

with the Audit Committee of our board of directors.

AND EQUIPMENT

and equipment are stated at cost, less accumulated depreciation and amortization.

Depreciation expense is recorded using the straight-line

method over the estimated useful lives of the respective assets as follows:

Computer equipment and software

Internal use software

Digital cinema projection systems

Machinery and equipment

Furniture and fixtures

improvements are being amortized over the shorter of the lease term or the estimated useful life of the improvement.

Maintenance and

repair costs are charged to expense as incurred.

Major renewals, improvements and additions are capitalized.

lives are determined based on an estimate of either physical or economic obsolescence, or both.

During the fiscal years ended March 31,

2021 and 2020, we have neither made any revisions to estimated useful lives, nor recorded any impairment charges on our property, equipment

and internal use software.

VALUE ESTIMATES

Intangible and Long-Lived Assets

evaluate our goodwill for impairment in the fourth quarter of each fiscal year (as of March 31), or whenever events or changes in circumstances

indicate the fair value of a reporting unit is below its carrying amount.

The determination of whether or not goodwill has become impaired

involves a significant level of judgment in the assumptions underlying the approach used to determine the value of our reporting units.

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 our operations.

To the extent additional information arises, market conditions change or our strategies change, it is possible

that the conclusion regarding whether goodwill is impaired could change and result in future goodwill impairment charges that could have

a material adverse effect on our consolidated financial position or results of operations.

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.

quantitative test involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill.

If the estimated fair value exceeds book value, goodwill is considered not to be impaired.

If, however, the fair value of the reporting

unit is less than book value, an impairment loss is recognized in an amount equal to the excess.

Company tests for goodwill impairment annually at March 31.

During the years ended March 31, 2021 and 2020, there were no impairment

charges recorded on goodwill.

In 2021, we elected to conduct a qualitative goodwill assessment and in 2020 we conducted a quantitative

goodwill assessment.

In determining fair value, we used various assumptions, including expectations of future cash flows based on projections

or forecasts derived from analysis of business prospects, economic or market trends and any regulatory changes that may occur.

the fair value of the reporting unit using a net present value methodology, which is dependent on significant assumptions related to

estimated future discounted cash flows, discount rates and tax rates.

Certain of the estimates and assumptions that we used in determining

the value of our CEG reporting unit are discussed in Note 2 - Summary of Significant Accounting Policies of Item 8 - Financial

Statements and Supplementary Data of this Report on Form 10-K.

review the recoverability of our long-lived assets and finite-lived intangible assets, when events or conditions occur that indicate

a possible impairment exists.

Determining whether impairment has occurred typically requires various estimates and assumptions, including

determining which cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur,

their amount and the asset’s residual value, if any.

The assessment for recoverability is based primarily on our ability to recover

the carrying value of its 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 assets 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.

determine revenue recognition by:

● identifying

the contract, or contracts, with the customer;

● identifying

the performance obligations in the contract;

● determining

the transaction price;

the transaction price to performance obligations in the contract;

● recognizing

revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

recognize revenue in the amount that reflects the consideration we expect to receive in exchange for the services provided, sales of

physical products (DVDs and Blu-ray) or when the content is available for subscription on the digital platform or available on

the point-of-sale for transactional and VOD services which is when the control of the promised products and services is transferred to

our customers and our performance obligations under the contract have been satisfied.

Revenues that might be subject to various taxes

is recorded net of transaction taxes assessed by governmental authorities such as sales value-added taxes and other similar taxes.

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.

have in the past entered into arrangements in connection with activation fees due from our digital cinema equipment (the

“Systems”) deployments that had extended payment terms.

The outstanding balances on these arrangements are insignificant

and hence the impact of significant financing would be insignificant.

Equipment Business

Financing vehicles and administrators for 3,122

Systems installed nationwide in our first deployment phase (“Phase I Deployment”) to theatrical exhibitors and for 3,104 Systems

installed domestically and internationally in our second deployment phase (“Phase II Deployment”).

We retain ownership of our digital cinema equipment (the “Systems”) and the residual cash flows related to the Systems in

Phase I Deployment after the after the end of the 10-year deployment payment period.

For certain Phase II Deployment Systems, we do

not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion of cost recoupment

and at the expiration of the exhibitor master license agreements.

The Cinema Equipment Business also provides monitoring, collection, verification and management services to this segment, as well as to

exhibitors who purchase their own equipment, and also collects and disburses Virtual print fees (“VPFs”) from motion picture

studios, and distributors and ACFs from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, “Services”).

VPFs are earned, net of administrative fees,

pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to Phase

II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres.

are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term.

One VPF is payable for every

digital title initially displayed per System.

The amount of VPF revenue is dependent on the number of movie titles released and displayed

using the Systems in any given accounting period.

VPF revenue is recognized in the period in which the digital title first plays on a

System for general audience viewing in a digitally equipped movie theatre, as Phase I Deployment’s and Phase II Deployment’s

performance obligations have been substantially met at that time.

Phase II Deployment’s agreements with distributors

require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed;

however, Phase

II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios and distributors,

Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment have equaled

the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and ongoing costs”,

as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period and thereafter.

if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost recoupment bonus.”

The Company evaluated the constraining estimates related to the variable consideration, i.e., the one-time bonus and determined that

it is not probable to conclude at this point in time that a significant reversal in the amount of cumulative revenue recognized will

occur when the uncertainty associated with the variable consideration is subsequently resolved.

the terms of our standard Cinema Equipment licensing agreements, exhibitors will continue to have the right to use our Systems through

the end of the term of the licensing agreement, after which time, they have the option to:

On February 9, 2021, the Company prepaid all of

the outstanding obligations in respect of principal, interest, fees and expenses under the Second Lien Loan Agreement, among the Company,

certain lenders and Cortland Capital Market Services LLC.

The payoff amount of approximately $3.18 million was comprised of (i) $3.1 million

of principal, (2) accrued payment-in-kind interest of $.018 million, (3) accrued current interest of $0.007 million, and (4) fees and

expenses of $0.004 million.

Upon such prepayment, the Second Lien Loan Agreement was terminated effective February 9, 2021.

The $10.0 million note payable (“2018 Loan”) to Bison Global

Investment SPC for and on behalf of Global Investment SPC-Bison Global No.

1, another affiliate of Bison (“Bison Global”),

due July 20, 2019 is guaranteed by Bison Entertainment and Media Group (“BEMG”).

On July 20, 2018, the Company also entered

into a side letter (the “Letter”) with BEMG, where BEMG agreed to guarantee the payment directly to Bison Global of any amount

due if (i) the 2018 Loan matures prior to June 28, 2021 or (ii) Bison Global demands payment of the 2018 Loan, in whole or in part, prior

On July 12, 2019, the Company and Bison Global

entered into a termination agreement (the “Termination Agreement”) with respect to the $10.0 million 2018 Loan.

Contemporaneously

with the Termination Agreement, the Company entered into a convertible promissory note (“Bison Convertible Note”) with Bison

Global for $10.0 million.

The Bison Convertible Note has a term ending on March 4, 2020, and

had an interest rate of 5% per annum.

The principal was payable upon maturity, in cash or in shares of our Common Stock, par value $0.001

per share (the “Common Stock”), or a combination of cash and Common Stock, at the Company’s option.

The Bison Convertible

Note was unsecured and may be prepaid without premium or penalty, and contains customary covenants, representations and warranties.

proceeds of the Bison Convertible Note were used to repay the 2018 Loan.

On April 15, 2020, the Company executed a letter amendment (the

“Letter Amendment”) to the Bison Convertible Note.

Among other things, the Letter Amendment amended the Bison Convertible

Note, effective as of March 4, 2020, to change the maturity date of the Bison Convertible Note to March 4, 2021.

The Bison Convertible

Note due 2021 was converted to Common Stock in March 2021.

See Note 5 – Notes Payable.

On October 9, 2018, the Company issued a subordinated convertible

note (the “Convertible Note”) to MingTai Investment LP (the “Lender”) for $5.0 million.

All proceeds from

the Convertible Note were used to pay the $5.0 million 2013 Notes.

See Note 5 – Notes Payable.

The Convertible Note bears

interest at 8% and matured on October 9, 2019.

The principal is payable upon maturity, in cash or in shares of our Common Stock, or

a combination of cash and Common Stock, at the Company’s option.

On October 9, 2019, the Company signed an extension to the

Ming Tai Note of $5.0 million for the first of two (2) permitted additional (1) year extensions at the Company’s option from

the original maturity date to October 9, 2020.

On April 15, 2020, the Company executed a letter amendment (the

“Letter Amendment”) to the Bison Convertible Note (as defined in Note 5 – Notes Payable).

Among other things, the

Letter Amendment amended the Note, effective as of March 4, 2020, to extend the maturity date of the Bison Convertible note to March

On October 9, 2019, the Company signed an extension

to the Ming Tai Note of $5.0 million for the first of two (2) permitted additional (1) year extensions at the Company’s option

from the original maturity date to October 9, 2020.

This note will continue in full force and effect in accordance with its terms, including

the Company’s reservation of its right to further extend the maturity date of this note, if it so elects.

On September 11, 2020, the Bison and Mingtai Notes,

having an aggregate of $15 million principal amount (the “Notes”) were converted in full into an aggregate of 10,000,000

shares of Common Stock at a conversion price of $1.50 per share in accordance with the terms of the Notes.

Accordingly, the Notes have

been extinguished.

The Notes were held by Bison Global and, both of which are affiliates of Peixin Xu, the Chairman of Bison Capital Holding

Company Limited, which is indirectly Cinedigm’s largest stockholder.

On March 4, 2021, Cinedigm DC Holdings, LLC (“CDCH”),

Access Digital Media, Inc., Access Digital Cinema Phase 2, Corp., Christie/AIX, Inc., Cinedigm Digital Funding I, LLC, certain Lenders,

and Prospect Capital Corporation, as administrative agent and collateral agent (“Prospect”), entered into Amendment No.

(the “Amendment”) to the Term Loan Agreement dated February 28, 2013 (the “Term Loan Agreement”).

Under the Amendment,

the maturity date of the loan under the Term Loan Agreement (the “Loan”) was extended to March 31, 2022.

Upon a series of

payments between April 30 and July 9, 2021, the Company paid in full the Prospect loan non-recourse outstanding debt amount by paying

an aggregate principal amount of $7.8 million.

We believe the combination of:

(i) our cash and cash equivalent balances at March 31, 2022 and (ii) expected cash flow from operations, will be sufficient for our operations

and capital needs, for at least twelve months from the filing of this report.

Our capital requirements will depend on many factors, and

we may need to use capital resources and obtain additional capital.

Failure to generate additional revenues, obtain additional capital

or manage discretionary spending could have an adverse effect on our financial position, results of operations and liquidity.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared

in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In connection with the

preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that

affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.

We base our assumptions, estimates

and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated

financial statements are prepared.

On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments

to ensure that our financial statements are presented fairly and in accordance with GAAP.

However, because future events and their effects

cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 2

– Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements, included in Item 8, Financial

Statements and Supplementary Data , of this Annual Report on Form 10-K.

Management believes that the following accounting

policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require

management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of

matters that are inherently uncertain.

Management has reviewed these critical accounting estimates and related disclosures with the

Audit Committee of our board of directors.

FAIR VALUE ESTIMATES

Goodwill, Intangible and Long-Lived Assets

Goodwill is the excess of the

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

Goodwill is tested for impairment on an annual basis

or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed fair value, also known

as impairment indicators.

Inherent in the fair value determination

for each reporting unit are certain judgments and estimates relating to future cash flows, including management’s interpretation

of current economic indicators and market conditions, and assumptions about our strategic plans with regard to its operations.

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.

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.

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.

Determining whether

impairment has occurred typically requires various estimates and assumptions, including determining which cash flows are directly related

to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset’s residual value, if any.

The assessment for recoverability is based primarily on our ability to recover the carrying value of its 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 assets the asset is deemed not to be recoverable and possibly impaired.

We then estimate the fair value of the asset to determine

whether an impairment loss should be recognized.

An impairment loss will be recognized if the asset’s fair value is determined to be less

than its carrying value.

Fair value is determined by computing the expected future discounted cash flows.

During the years ended March 31, 2022 and 2021, an impairment charge

of $2.0 million and $0 was recorded to intangible assets.

REVENUE RECOGNITION

Adoption of ASU Topic 606, “Revenue

from Contracts with Customers”

We determine revenue recognition by:

identifying the contract, or contracts, with the customer;

identifying the performance obligations in the contract;

determining the transaction price;

allocating the transaction price to performance obligations in the contract;

recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

We recognize revenue in the amount that reflects the consideration

we expect to receive in exchange for the services provided, sales of physical products (DVD’s and Blu-ray Discs) or when the content

is available for subscription on the digital platform or available on the point-of-sale for transactional and video on demand services

which is when the control of the promised products and services is transferred to our customers and our performance obligations under

the contract have been satisfied.

Revenues that might be subject to various taxes are recorded net of transaction taxes assessed by governmental

authorities such as sales value-added taxes and other similar taxes.

Payment terms and conditions vary by customer and typically provide

net 30 to 90 day terms.

We do not adjust the promised amount of consideration for the effects of a significant financing component when

we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for

that product or service will be one year or less.

We have in the past entered into arrangements in connection with activation fees due

from our System deployments that had extended payment terms.

The outstanding balances on these arrangements are insignificant and hence

the impact of significant financing would be insignificant.

Cinema Equipment Business

Our Cinema Equipment Business consists of financing vehicles and administrators for 696 Systems installed nationwide in our first deployment

phase (“Phase I Deployment”) to theatrical exhibitors and for 2,147 Systems installed domestically and internationally in

our second deployment phase (“Phase II Deployment”).

We retain ownership of our Systems

and the residual cash flows related to the Systems in Phase I Deployment after the end of the 10-year deployment payment period.

For certain Phase II Deployment

Systems, we do not retain ownership of the residual cash flows and digital cinema equipment in Phase II Deployment after the completion

of cost recoupment and at the expiration of the exhibitor master license agreements.

The Cinema Equipment Business

also provides monitoring, data collection, serial data verification and management services to this segment, as well as to exhibitors

who purchase their own equipment, in order to collect virtual print fees (“VPFs”) from motion picture studios and distributors

and Alternative Content Fees (“ACFs”) from alternative content providers, and to distribute those fees to theatrical exhibitors

(collectively, “Services”).

VPFs are earned, net of administrative

fees, pursuant to contracts with movie studios and distributors, whereby amounts are payable by a studio to Phase I Deployment and to

Phase II Deployment when movies distributed by the studio are displayed on screens utilizing our Systems installed in movie theatres.

VPFs are earned and payable to Phase I Deployment based on a defined fee schedule until the end of the VPF term.

One VPF is payable for

every digital title initially displayed per System.

The amount of VPF revenue is dependent on the number of movie titles released and

displayed using the Systems in any given accounting period.

VPF revenue is recognized in the period the title first plays for general

audience viewing in a digital projector equipped movie theatre.

The Phase 1 Deployment’s and Phase 2 Deployments performance obligations

for revenue recognition are met at this time.

Phase II Deployment’s agreements

with distributors require the payment of VPFs, according to a defined fee schedule, for ten years from the date each system is installed;

however, Phase II Deployment may no longer collect VPFs once “cost recoupment,” as defined in the contracts with movie studios

and distributors, is achieved.

Cost recoupment will occur once the cumulative VPFs and other cash receipts collected by Phase II Deployment

have equaled the total of all cash outflows, including the purchase price of all Systems, all financing costs, all “overhead and

ongoing costs”, as defined, and including service fees, subject to maximum agreed upon amounts during the three-year rollout period

and thereafter.

Further, if cost recoupment occurs before the end of the eighth contract year, the studios will pay us a one-time “cost

recoupment bonus.” The Company evaluated the constraining estimates related to the variable consideration, i.e., the one-time bonus

and determined that it is not probable to conclude at this point in time that a significant reversal in the amount of cumulative revenue

recognized will occur when the uncertainty associated with the variable consideration is subsequently resolved.

Under the terms of our standard

cinema equipment licensing agreements, exhibitors will continue to have the right to use our Systems through the end of the term of the

licensing agreement, after which time, they have the option to:

(1) return the Systems to us;

(2) renew their

license agreement for successive one-year terms;

(2) renew their license agreement for successive

one-year terms;

or (3) purchase the Systems from us at fair market value.

As permitted by these agreements,

we have begun, and expect to continue, to pursue the sale of the Systems to such exhibitors.

Such sales were as originally contemplated

as the conclusion of the digital cinema deployment plan.

earned in connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period.

who purchased and own Systems using their own financing in the Cinema Equipment Business paid us an upfront activation fee of approximately

As permitted by these agreements, we typically pursue the sale

of the Systems to such exhibitors.

Cinedigm recognizes revenue once the customer takes possession of the Systems and Cinedigm received

the sale proceeds.

Such sales were originally contemplated as the conclusion of the digital cinema deployment plan.

Total system sales

executed was $6.1 million and $6.7 million, during the year ended March 31, 2022 and 2021, respectively.

Revenues earned in

connection with up front exhibitor contributions are deferred and recognized over the expected cost recoupment period.

Exhibitors who purchased and

own Systems using their own financing in Phase II of the Cinema Equipment Business paid us an upfront activation fee of approximately

$2.0 thousand per screen (the “Exhibitor-Buyer Structure”).

Upfront activation fees were recognized in the period in which

these Systems were delivered and ready for content, as we had no further obligations to the customer after that time and collection was

reasonably assured.

In addition, we recognize activation fee revenue of between $1.0 thousand and $2.0 thousand on Phase 2 DC Systems

and for Systems installed by CDF2 Holdings, a related party, (See Note 4 - Other Interests ) upon installation and such fees are

generally collected upfront upon installation.

Our services division manages and collects VPFs on behalf of exhibitors, for which it

earns an administrative fee equal to 10% of the VPFs collected.

Cinema Equipment Business earns an administrative fee of approximately 5% of VPFs collected and, in addition, earns an incentive service

fee equal to 2.5% of the VPFs earned by Phase 1 DC.

This administrative fee is related to the collection and remittance of the VPF’s

and the performance obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on

screens utilizing our Systems installed in movie theatres.

The service fees are recognized as a point in time revenue when the corresponding

VPF fees are due from the movie studios and distributors.

the terms of the standard cinema equipment licensing agreements, exhibitors will continue to have the right to use the Systems through

the end of the term of the licensing agreement, after which time, they have the option to:

(1) return the Systems to us;

(2) renew their

license agreement for successive one-year terms;

or (3) purchase the Systems from us at fair market value.

As permitted by these agreements,

we have begun, and expect to continue, to pursue the sale of the Systems to such exhibitors.

Such sales were as originally contemplated

as the conclusion of the digital cinema deployment plan.

Cinedigm completed the sale of approximately 2,177 and 152 digital projection

Systems for an aggregate sales price of approximately $6.7 million and $1.6 million during the year ended March 31, 2021 and 2020, respectively.

& Entertainment Business

CEG earns fees for the distribution of content

in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD”), and physical

goods (e.g., DVD and Blu-ray Discs).

Fees earned are typically a percentage based on the net amounts received from our customers depending

Upfront activation fees were recognized in the period in

which these Systems were delivered and ready for content, as we had no further obligations to the customer after that time and collection

was reasonably assured.

In addition, we recognize activation fee revenue of between $1.0 thousand and $2.0 thousand on Phase

II Deployment Systems and for Systems installed by CDF2 Holdings, a related party, (See Note 3 – Other Interests ) upon

installation and such fees are generally collected upfront upon installation.

Our services division manages and collects VPFs on behalf

of exhibitors, for which it earns an administrative fee equal to 10% of the VPFs collected.

The Cinema Equipment Business

earns an administrative fee of approximately 5% of VPFs collected and, in addition, earns an incentive service fee equal to 2.5%

of the VPFs earned by Phase 1 DC.

This administrative fee is related to the collection and remittance of the VPF’s and the performance

obligation is satisfied at that time the related VPF fees are due which is at the time the movies are displayed on screens utilizing our

Systems installed in movie theatres.

The service fees are recognized as a point in time revenue when the corresponding VPF fees are due

from the movie studios and distributors.

Content & Entertainment Business

CEG earns fees for the distribution

of content in the home entertainment markets via several distribution channels, including digital, video on demand (“VOD”

or “OTT Streaming and Digital”), and physical goods (e.g., DVDs and Blu-ray Discs) (“Physical Revenue” or “Base

Distribution Business”).

Fees earned are typically a percentage based on the net amounts received from our customers.

upon the nature of the agreements with the platform and content providers, the fee rate that we earn varies.

The Company’s performance

obligations include the delivery of content for transactional, subscription and ad supported/FAST on the digital platforms, and shipment

of DVD and Blu-ray Discs.

Revenue is recognized at the point in time when the performance obligation is satisfied which is when the content

is available for subscription on the digital platform, at the time of shipment for physical goods, or point-of-sale for transactional

and VOD services as the control over the content or the physical title is transferred to the customer.

The Company considers the delivery

of content through various distribution channels to be a single performance obligation.

Physical Revenue is recognized after deducting

the reserves for sales returns and other allowances, which are accounted for as variable consideration.

goods Reserves for sales returns and other allowances are recorded based upon historical experience.

If actual future returns and allowances

differ from past experience, adjustments to our allowances may be required.

Agent Considerations

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:

party is primarily responsible for fulfilling the promise to provide the specified good or service;

party has discretion in establishing the price for the specified good or service.

on our evaluation of the above indicators, we concluded that there were no changes to our gross versus net reporting from legacy GAAP.

and handling costs are incurred to move physical goods (e.g., DVD and Blu-ray Discs) to customers.

We recognize all shipping and handling

costs as an expense in cost of goods sold because we are responsible for delivery of the product to our customers prior to transfer of

control to the customer.

generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred

revenue (contract liability) when cash payments are received or due in advance of our performance, even if amounts are refundable.

maintain reserves for potential credit losses on accounts receivable.

We review the composition of accounts receivable and analyze historical

bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate

the adequacy of these reserves.

obligations include the delivery of content for transactional, subscription and ad supported/free ad-supported streaming TV (“FAST”)

on the digital platforms, and shipment of DVDs and Blu-ray Discs.

Revenue is recognized at the point in time when the performance obligation

is satisfied, which is when the content is available for subscription on the digital platform, at the time of shipment for physical goods,

or point-of-sale for transactional and VOD services as the control over the content or the physical title is transferred to the customer.

The Company considers the delivery of content through various distribution channels to be a single performance obligation.

Physical revenue

is recognized after deducting the reserves for sales returns and other allowances, which are accounted for as variable consideration.

Physical goods reserved for sales

returns and other allowances are recorded based upon historical experience.

If actual future returns and allowances differ from past experience,

adjustments to our allowances may be required.

CEG also has contracts for the

theatrical distribution of third party feature movies and alternative content.

CEG’s distribution fee revenue and CEG’s participation

in box office receipts are recognized at the time a feature movie and alternative content are viewed.

CEG has the right to receive or

bill a portion of the theatrical distribution fee in advance of the exhibition date, and therefore such amount is recorded as a receivable

at the time of execution, and all related distribution revenue is deferred until the third party feature movies’ or alternative

content’s theatrical release date.

Principal Agent Considerations

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

which party is primarily responsible for fulfilling the promise to provide the specified good or service;

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 cost of goods sold because we are

responsible for delivery of the product to our customers prior to transfer of control to the customer.

Credit Losses

We maintain reserves for potential

credit losses on accounts receivable.

We review the composition of accounts receivable and analyze historical bad debts, customer concentrations,

customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

Reserves are recorded primarily on a specific identification basis.

CEG segment recognizes accounts receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that

it recognizes revenue from a sale.

Reserves for product returns and other allowances are recorded based upon historical experience.

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

Sales returns and allowances

are reported as a reduction of revenues.

record accounts receivable, long-term in connection with activation fees that we earn from Systems deployments that have extended payment

Such accounts receivable are discounted to their present value at prevailing market rates.

The outstanding balances on these arrangements

are insignificant and hence the impact of significant financing would be insignificant.

revenue pertaining to our Content & Entertainment Business includes amounts related to the sale of DVDs with future release dates.

revenue relating to our Cinema Equipment Business pertains to revenues earned in connection with up front exhibitor contributions that

are deferred and recognized over the expected cost recoupment period.

It also includes unamortized balances in connection with activation

fees due from the Systems deployments that have extended payment terms.

ending deferred revenue balance, including current and non-current balances, as of March 31, 2021 was $0.9 million.

For the year ended

March 31, 2021, the additions to our deferred revenue balance were primarily due to cash payments received or due in advance of satisfying

performance obligations, while the reductions to our deferred revenue balance were primarily due to the recognition of revenue upon fulfillment

of our performance obligations, both of which were in the ordinary course of business.

the year ended March 31, 2021, $1.6 million of revenue was recognized that was included in the deferred revenue balance at the beginning

As of March 31, 2021, the aggregate amount of contract revenue allocated to unsatisfied performance obligations is $0.9

We expect to recognize this balance over the next 12 months.

connection with revenue recognition for CEG, the following are also considered critical accounting policies:

which are recorded within prepaid and other current assets within the consolidated balance sheets, represent amounts prepaid to studios

or content producers for which we provide content distribution services.

We evaluate advances regularly for recoverability and record

impairment charges for amounts that we expect may not be recoverable as of the consolidated balance sheet date.

asset acquisition is an acquisition of an asset, or a group of assets, that does not meet the definition of a business as substantially

all of the fair value of the gross assets acquired are concentrated in a single or group of similar, identifiable assets.

Our CEG segment recognizes accounts

receivable, net of an estimated allowance for product returns and customer chargebacks, at the time that it recognizes revenue from a

Reserves for product returns and other allowances is variable consideration as part of the transaction price.

If actual future returns

and allowances differ from past experience, adjustments to our allowances may be required.

We record accounts receivable,

long-term in connection with activation fees that we earn from Systems deployments that have extended payment terms.

Such accounts receivable

are discounted to their present value at prevailing market rates.

Contract Liabilities

We generally record a receivable

related to revenue when we have an unconditional right to invoice and receive payment, and we record deferred revenue (contract liability)

when cash payments are received or due in advance of our performance, even if amounts are refundable.

Deferred revenue pertaining to

our Content & Entertainment Business includes amounts related to the sale of DVDs with future release dates.

Deferred revenue relating to

our Cinema Equipment Business pertains to revenues earned in connection with up front exhibitor contributions that are deferred and recognized

over the expected cost recoupment period.

It also includes unamortized balances in connection with activation fees due from the Systems

deployments that have extended payment terms.

The ending deferred revenue balance, including current and non-current

balances, as of March 31, 2022 was $0.2 million.

For the year ended March 31, 2022, the additions to our deferred revenue balance were

primarily due to cash payments received or due in advance of satisfying performance obligations, while the reductions to our deferred

revenue balance were primarily due to the recognition of revenue upon fulfillment of our performance obligations, both of which were in

the ordinary course of business.

During the year ended March 31, 2022, $813 thousand of revenue was

recognized that was included in the deferred revenue balance at the beginning of the year.

Participations and royalties

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.

ASSET ACQUISITIONS

are accounted for by using the cost accumulation model whereby the cost of the acquisition, including certain transaction costs, is allocated

to the assets acquired on a relative fair value basis.

An asset acquisition is an acquisition of an asset,

or a group of assets, that does not meet the definition of a business as substantially all of the fair value of the gross assets acquired

are concentrated in a single or group of similar, identifiable assets.

Asset acquisitions are accounted for by using the cost accumulation

model whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on a relative fair

Determining and valuing intangible assets requires judgment.

of Operations for the Fiscal Years Ended March 31, 2021 and 2020

BUSINESS COMBINATIONS

The Company accounts for acquisitions in accordance with FASB ASC 805,

“Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “ Intangibles — Goodwill

and Other” (“ASC 350”).

The excess of the purchase price over the estimated fair value of net assets acquired

in a business combination is recorded as goodwill.

ASC 805 specifies criteria to be used in determining whether intangible assets acquired

in a business combination must be recognized and reported separately from goodwill.

Amounts assigned to goodwill and other identifiable

intangible assets are based on independent appraisals or internal estimates.

ASC 805 defines the acquirer in a business combination as the entity

that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date the acquirer

achieves control.

ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest

in the acquirer (if any) at the acquisition date, measured at their fair values as of that date.

ASC 805 also requires the acquirer to

recognize contingent consideration (if any) at the acquisition date, measured at its fair value at that date.

Results of Operations for the Fiscal Years Ended March 31,

2022 and 2021

For the Fiscal Year Ended March 31,

2 unchanged sentences

Content & Entertainment

generated by our Cinema Equipment Business segment decreased as a result of the reduced number of Systems earning VPF revenue and

administrative fees for Phase II Deployment Systems, as well as the COVID-19 pandemic.

During the year ended March 31, 2021, studios

temporarily halted distribution of new content to movie theatres due to mandatory theatre shutdowns.

Restrictions for theatre

re-openings and capacity limitations were at the sole discretion of local governments and varied state to state.

The majority of new

content released in theatres during the year ended March 31, 2021 was from small Independent distributors with limited releases.

There were two major studios that provided theatrical releases during the period though simultaneously releasing on streaming

platforms, while other studios chose to bypass the theatrical market entirely or postpone domestic releases.

In addition, as studios

began to release new content directly on streaming platforms and capacity restrictions persisted, discounted VPFs were necessary to

encourage bookings in the limited theatrical market.

Because our digital cinema business earns a VPF when a movie is first played on

a system, the temporary theatre closures, limited releases and discounted VPFs resulting from the COVID-19 pandemic significantly

affected the reduced revenues.

Revenues generated by our Cinema Equipment Business segment increased

as a result of the revenue recognition for the AMC Equipment Purchase Agreements, and the recognition of variable considerations and

the reopening of theatres showing major studio new content.

During the year ended March 31, 2021, theatres re-opened with limited capacities

as vaccines became readily available and as fully reopened as of March 31, 2022.

Total system sales

revenue recognized was $11.3 million and $0.6 million, during the years ended March 31, 2022 and 2021, respectively.

Blockbuster content released during the period ending March 31, 2022 showed an uptick in VPF revenue but fell shy of

pre-pandemic levels.

The revenues in the Content & Entertainment Business segment increased by 34% for the year ended

March 31, 2022 compared to the year ended March 31, 2021.

The increase is consistent with the addition of five new streaming

channels as well as an increase in the number of advertising partners and stay at home orders increased in home digital

Operating Expenses

The increase is consistent with the addition of five new streaming channels

related to Screambox, Bloody Disgusting and DMR business acquisitions as well as an increase in the number of advertising partners and

stay at home orders increased in home digital viewing.

Direct Operating Expenses

For the Fiscal Year Ended March 31,

2 unchanged sentences

Content & Entertainment

decrease in direct operating expenses in the year ended March 31, 2021 for the Cinema Equipment Business compared to the prior period

was primarily due to a reduction in head count and shifting of certain employees from full time to part time as a result of the negative

impact of the Covid 19 pandemic.

The decrease in direct operating expenses in the year ended March 31, 2021 for the Content & Entertainment

Business compared to the prior period was primarily due to reduced cost of sales from the change in revenue mix from physical sales to

digital distribution, also less spend on marketing and on theatrical releases due to COVID-19, partially offset by an increase in transition

expenses related to a new third party DVD distributor.

These costs were mainly fulfillment and freight expenses.

General and Administrative Expenses

The increase in direct operating expenses in the year ended March 31,

2022 for the Cinema Equipment Business compared to the prior period was primarily due to a slight increase in asset storage costs.

increase in direct operating expenses in the year ended March 31, 2022 for the Content & Entertainment Business compared to the prior

period was primarily due to $3.3 million higher content and production costs related to continued growth in revenue and distribution,

and expenses for newly acquired channels.

Software as a service (“SaaS”) costs increased $2.4 million on Cinedigm owned and

managed channels from higher transactions and revenue.

Other direct operating expenses, including licensing, participations fees and website

content costs were $0.8 million higher.

However, direct operating costs were partially offset by $2.5 million lower freight and fulfillment

due to lower physical sales in the year ended March 31, 2022.

Selling, General and Administrative Expenses

For the Fiscal Year Ended March 31,

2 unchanged sentences

Content & Entertainment

Selling, general and administrative expenses for

the year ended March 31, 2021 increased by $5.7 million primarily due to a $4.9 million increase in bonus incentive expense and stock-based

compensation to management and employees, $0.7 million for legal and accounting fees related to securities reporting and consulting and

$0.3 for remote-working equipment, partially offset by $0.2 million related to occupancy costs as a result of the company-wide program

to downsize office space and move to a more remote workforce, in the Content & Entertainment Business segment.

Provision for Doubtful Accounts

for doubtful accounts was $(0.1) million and $0.8 million for the fiscal years ended March 31, 2021 and 2020, respectively.

and Amortization Expense on Property and Equipment

Selling, general and administrative expenses for the year ended March

31, 2022 increased by $8 million primarily due to the acquisitions of Screambox, DMR and Bloody Disguising.

$2.4 million increase in personnel

costs, $2.2 million in long term incentive plan stock appreciation rights, $0.4 million in computer related expenses and $0.4 million

in public relations expenses.

Recovery of Doubtful Accounts

Recovery of doubtful accounts was $(0.5) million and $(0.1) million

for the fiscal years ended March 31, 2022 and 2021, respectively.

Depreciation and Amortization Expense on Property and Equipment

For the Fiscal Year Ended March 31,

2 unchanged sentences

Content & Entertainment

and amortization expense decreased in our Cinema Equipment Business Segment as the majority of our digital cinema projection systems

reached the conclusion of their ten-year useful lives during fiscal years 2021 and 2020.

Corporate and Content & Entertainment depreciation

and amortization expense is lower due to the write off of leasehold improvements with the closing of the Los Angeles office.

Depreciation and amortization expense decreased in our Cinema Equipment

Business Segment as the majority of our digital cinema projection systems reached the conclusion of their ten-year useful lives during

fiscal years 2022 and 2021.

Corporate and Content & Entertainment depreciation and amortization expense on property and equipment

is $0.1 million higher due to the addition of software placed into service and amortization related to the business acquisition intangibles.

Amortization of intangible assets

For the Fiscal Year Ended March 31,

2 unchanged sentences

Content & Entertainment

expense in the Cinema Equipment Business segment decreased primarily as a result of reduced debt balances compared to the prior period

on the Prospect Term Loan.

Interest expense in our Corporate segment decreased as a result of lower loan balances from our Credit Facility,

Second Lien Loans settled for Class A common stock and the conversion of the Bison Convertible Note and the Mingtai Convertible Note

into shares of Class A Common Stock.

recorded an income tax benefit of approximately $0.3 million for year ended March 31, 2021.

We recorded income tax expense of approximately

$0.3 million year ended March 31, 2020.

The benefit in income tax is mainly derived from minor changes in estimates between the

State tax income tax provision and its filling.

We define Adjusted EBITDA to be earnings before

interest, taxes, depreciation and amortization, other income, net, stock-based compensation and expenses, merger and acquisition costs,

restructuring, transition and acquisitions expense, net, goodwill impairment, change in fair value on equity investment in Starrise and

certain other items.

Adjusted EBITDA (including the results of Cinema Equipment Business segment) for the year ended March 31, 2021 decreased by $9.7 million

compared to the year ended March 31, 2020.

Adjusted EBITDA from our Cinema Equipment Business segment decreased primarily due to state

mandated theater closures due to COVID-19, the temporary halt of distribution of major studio releases and the expected decline of the

Amortization of intangible assets decrease in our Cinema Equipment Business

Segment as the intangibles held by that segment were fully amortized during the 2021 year.

Corporate and Content & Entertainment amortization

expense on intangible assets is $342 thousand higher due to the addition of intangible assets from our acquisitions during the 2022 fiscal

Impairment of intangible assets

During the years ended March 31, 2022 and 2021, we recorded an impairment

of $2.0 million and $0 for our customer relationships, respectively, related to our Content & Entertainment Segment.

Interest expense, net

For the Fiscal Year Ended March 31,

($ in thousands)

Cinema Equipment Business

Negative Adjusted EBITDA from the Content & Entertainment business and Corporate segment decreased by

$1.0 million for the year ended March 31, 2021 compared to the year ended March 31, 2020, due increase on bonus incentive and stock-compensation

expenses, offset by the growth of Streaming & Digital revenues based on higher volume for streaming due to the pandemic and

adding additional channels and content compared to the prior period.

EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other

We use Adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes

it provides additional information with respect to the performance of its fundamental business activities.

For this reason, we believe

Adjusted EBITDA will also be useful to others, including its stockholders, as a valuable financial metric.

present Adjusted EBITDA because we believe that Adjusted EBITDA is a useful supplement to net loss from continuing operations as an indicator

of operating performance.

We also believe that Adjusted EBITDA is a financial measure that is useful both to management and investors

when evaluating our performance and comparing our performance with that of our competitors.

We also use Adjusted EBITDA for planning

purposes and to evaluate our financial performance because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such

as stock-based compensation charges, that we believe are not indicative of our ongoing operating performance.

believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net loss from

continuing operations and Adjusted EBITDA has been provided in the financial results.

Adjusted EBITDA should not be considered as an

alternative to income from operations or net loss from continuing operations as an indicator of performance or as an alternative to cash

flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of

In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and

income taxes that can affect cash flows.

We do not intend the presentation of these non-GAAP measures to be considered in isolation or

as a substitute for results prepared in accordance with GAAP.

These non-GAAP measures should be read only in conjunction with our consolidated

financial statements prepared in accordance with GAAP.

is the reconciliation of our consolidated net loss to Adjusted EBITDA:

For the Fiscal Year

Ended March 31,

Content & Entertainment

Interest expense in the Cinema Equipment Business segment decreased

primarily as a result of satisfying the Prospect Term Loan in during the quarter ended June 30, 2021.

Interest expense in our Corporate

segment decreased as a result of lower loan balances from our Credit Facility, the forgiveness of the PPP Loan, reduction in Second Lien

Loans due to exchange for Common Stock and the conversion of the Bison Convertible Note and the Mingtai Convertible Note into shares of

Common Stock.

Changes in fair value in Metaverse

During the years ended March 31, 2022 and March 31, 2021, we sold 680,000

shares of Metaverse shares for net proceeds of approximately $12.3 thousand and 8,370,000 of Metaverse shares for net proceeds of approximately

$0.8 million, respectively, which resulted in a loss on sale of approximately $1 thousand and $73 thousand, respectively.

As of March, 31, 2022 and 2021, the value of our equity

investment in Metaverse, using the readily determinable fair value method from the quoted trading price of the Stock Exchange of

Hong Kong, was approximately $7.03 million and $6.44 million, respectively, resulting in a change in fair value of approximately

$0.59 million and $(43.5) million for the years ended March 31, 2022 and 2021 respectively.

Extinguishment of PPP Loan

For the year ended March 31,

2022, we recognized a gain on extinguishment of note payable of $2.2 million for the forgiveness of PPP loan principal and interest due

the approval of our PPP Loan forgiveness application by the U.S.

Small Business Administration.

This amount represents the entirety of

our PPP loan and interest balance.

Income Tax Expense

For the year ended March 31, 2022, the income

tax (benefit) of $(0.8) million represents a $(0.9) tax benefit mainly related to the releases of valuation allowance for a net change

of the deferred taxes, resulting from acquisition of Foundation TV.

We also recorded income tax expense of $0.1 which was mainly

related to taxable income at the state level and timing differences related to fixed asset depreciation .

We recorded an income tax (benefit) of approximately $(0.3) million for year ended March 31, 2021, mainly related to minor changes in

estimates between the State tax income tax provision and tax filings.

Net Income/Loss attributable

to common shareholders

For the Fiscal Year Ended March 31,

($ in thousands)

Income tax (benefit)/expense

Cinema Equipment Business

Content & Entertainment

Adjusted EBITDA

We define Adjusted EBITDA to be earnings before interest, taxes, depreciation

and amortization, other income, net, stock-based compensation and expenses, merger and acquisition costs, restructuring, transition and

acquisitions expense, net, goodwill impairment and certain other items.

Adjusted EBITDA (including the results of Cinema Equipment Business segment) for the year ended March 31, 2022 increased by $13.9

compared to the year ended March 31, 2021.

Adjusted EBITDA from our Cinema Equipment Business segment increased primarily due to the

increase in sales of equipment in the current year, and lower revenue in the prior year due to state mandated theater closures due

to COVID-19, the temporary halt of distribution of major studio releases and the expected decline of the Cinema Equipment Business.

Adjusted EBITDA from the Content & Entertainment business and Corporate decreased by $1.4 million for the year ended March 31,

2022 compared to the year ended March 31, 2021, due to an increase of $4.8 million in direct operating expense and increase

of $8.4 million in selling, general and administrative, higher stock-based

compensation, and other costs versus previous year despite a $9.7 million increase in Streaming digital revenue, adding channels,

and acquisitions.

Adjusted EBITDA is not a measurement of financial performance under

GAAP and may not be comparable to other similarly titled measures of other companies.

We use Adjusted EBITDA as a financial metric to

measure the financial performance of the business because management believes it provides additional information with respect to the performance

of its fundamental business activities.

For this reason, we believe Adjusted EBITDA will also be useful to others, including its stockholders,

as a valuable financial metric.

We present Adjusted EBITDA because we believe that Adjusted EBITDA

is a useful supplement to net income (loss) from continuing operations as an indicator of operating performance.

We also believe that

Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating our performance and comparing our

performance with that of our competitors.

We also use Adjusted EBITDA for planning purposes and to evaluate our financial performance

because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such as stock-based compensation charges, that we believe

are not indicative of our ongoing operating performance.

We believe that Adjusted EBITDA is a performance measure and not a

liquidity measure, and therefore a reconciliation between net loss from continuing operations and Adjusted EBITDA has been provided in

the financial results.

Adjusted EBITDA should not be considered as an alternative to income from operations or net loss from continuing

operations as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows,

in each case as determined in accordance with GAAP, or as a measure of liquidity.

In addition, Adjusted EBITDA does not take into account

changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows.

We do not intend the presentation

of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

These non-GAAP

measures should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

Following is the reconciliation of our consolidated

net loss to Adjusted EBITDA:

For the Fiscal Year Ended

($ in thousands)

Net income (loss)

Income tax (income) expense

Depreciation and amortization of property and equipment

Amortization of intangible assets

Loss on extinguishment of note payable

(Gain) Loss on extinguishment of note payable

Interest expense, net

Change in fair value on equity investment in Starrise

Intangible impairment

Change in fair value on equity investment in Metaverse

Other expense, net

(Recovery) Provision for doubtful accounts

Stock-based compensation

Recovery of doubtful accounts

Stock-based compensation and expenses

Net income (loss) attributable to noncontrolling interest

4 unchanged sentences

Stock-based compensation and expenses

Other expense

Recovery of doubtful accounts

Income from operations

Adjusted EBITDA from non-cinema equipment business

Accounting Pronouncements

Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included herein.

in our cash flows were as follows:

For the Fiscal Years Ended March 31,

Adjusted negative EBITDA from Content and Entertainment business

Recent Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies to our

consolidated financial statements included herein.

Changes in our cash flows were as follows:

For the Fiscal Years Ended

($ in thousands)

Net cash (used in) provided by operating activities

Net cash provided (used in) by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

of March 31, 2021, we had cash and restricted cash balances of $17.8 million.

of March 31, 2020, we had cash and restricted cash balances of $15.3 million.

the year ended March 31, 2021, net cash used in operating activities is primarily driven by loss from operations, excluding non-cash

expenses such as depreciation, amortization, recovery for doubtful accounts and stock-based compensation, including other changes in

working capital.

Additionally, during the year ended March 31, 2021, the Company paid down $29.8 million to vendors at both CEG and Corporate.

Cash received from VPFs declined from the previous period as Phase I Deployment Systems in our Cinema Equipment Business reached the

conclusion of their deployment payment periods with certain major studios.

Changes in accounts receivable from our studio customers largely

impact cash flows from operating activities and vary based on the seasonality of movie release schedules by the major studios.

cash flows from CEG are typically higher during our fiscal third and fourth quarters, resulting from revenues earned during the holiday

season, and lower in the other two quarters as we pay royalties on such revenues.

In addition, we make advances on theatrical releases

and to certain home entertainment distribution clients for which initial expenditures are generally recovered within six to twelve months.

Cash flows were also impacted as a result of COVID-19, as during the year ended March 31, 2021, theatres in many major markets remained

closed throughout the fourth quarter causing the majority of major studios to move wide releases scheduled for the year ended March 31,

2021 to future dates.

Only two major studios had wide theatrical releases in the last part of the year, however, the theatrical

window before the streaming debut was shortened or eliminated to accommodate the lack of theatrical venues.

Because our digital cinema

business earns a VPF when a movie is first played on a system, the temporary theatre closures resulting from the COVID-19 pandemic resulted

in reduced revenues.

the year ended March 31, 2020, net cash provided by operating activities is primarily driven by loss from operations, excluding non-cash

expenses such as depreciation, amortization, provision for doubtful accounts and stock-based compensation, offset by changes in working

Cash received from VPFs declined from the previous period as Phase I and Phase II Deployment Systems in our Cinema Equipment

Business reached the conclusion of their deployment payment period with certain major studios.

Changes in accounts receivable from our

studio customers largely impact cash flows from operating activities and vary based on the seasonality of movie release schedules by

the major studios.

As of March 31, 2022, we had cash balances of $13.1 million.

As of March 31, 2021, we had cash and restricted cash balances of $17.8

For the year ended March 31, 2022, net cash provided by operating activities

is primarily driven by income from operations, excluding non-cash expenses such as depreciation, amortization, recovery for doubtful accounts

and stock-based compensation, gain on extinguishment of note payable, including other changes in working capital.

Additionally, during

the year ended March 31, 2022, the Company increased accounts payable by $5.4 million to vendors.

Accounts receivable increased

due to growth in streaming and acquisitions of Bloody Disgusting, Screambox and DMR.

Cash received from VPFs increased from the previous

period as theatres reopened and major studios resumed blockbuster releases in the theatrical market.

Changes in accounts receivable

from our studio customers largely impact cash flows from operating activities and vary based on the seasonality of movie release schedules

by the major studios.

Operating cash flows from CEG are typically higher during our fiscal third and fourth quarters, resulting from revenues

1 unchanged sentence

In addition, we make advances

on theatrical releases and to certain home entertainment distribution clients for which initial expenditures are generally recovered

within six to twelve months.

the year ended March 31, 2021, cash flows used in investing activities consisted of proceeds from the sale of Starrise shares of $0.8

million, purchases of property and equipment of $0.06 million, the sale of property and equipment of $0.08 million, and the purchase of

intangible assets of $2.5 million related to the asset acquisition.

the year ended March 31, 2020, cash flows used in investing activities mainly consisted of purchases of property and equipment of $1.2

on theatrical releases and to certain home entertainment distribution clients for which initial expenditures are generally recovered within

six to twelve months.

Cash flows were also impacted as a result of COVID-19, as during the year ended March 31, 2022, theatres began reopening

in many major markets with limited capacities and discounts remained in place through the first quarter.

When the majority of major studios

began releasing blockbuster content to the theatrical markets and attendance improved the discounts were no longer applicable for the

last three quarters in the year ended March 31, 2022.

Because our digital cinema business earns a VPF when a movie is first plays on a

system, the business was able to resume earning VPF revenue.

For the year ended March 31, 2021, net cash used

in operating activities is primarily driven by loss from operations, excluding non-cash expenses such as depreciation, amortization, recovery

for doubtful accounts and stock-based compensation, including other changes in working capital.

Additionally, during the year ended March

31, 2021, the Company paid down $29.8 million to vendors at both CEG and Corporate.

Cash received from VPFs declined from the previous

period as Phase I Deployment Systems in our Cinema Equipment Business reached the conclusion of their deployment payment periods with

certain major studios.

Changes in accounts receivable from our studio customers largely impact cash flows from operating activities and

vary based on the seasonality of movie release schedules by the major studios.

Operating cash flows from CEG are typically higher during

our fiscal third and fourth quarters, resulting from revenues earned during the holiday season, and lower in the other two quarters as

we pay royalties on such revenues.

In addition, we make advances on theatrical releases and to certain home entertainment distribution

clients for which initial expenditures are generally recovered within six to twelve months.

Cash flows were also impacted as a result

of COVID-19, as during the year ended March 31, 2021, theatres in many major markets remained closed throughout the fourth quarter causing

the majority of major studios to move wide releases scheduled for the year ended March 31, 2021 to future dates.

Only two major studios

had wide theatrical releases in the last part of the year, however, the theatrical window before the streaming debut was shortened or

eliminated to accommodate the lack of theatrical venues.

Because our digital cinema business earns a VPF when a movie is first played

on a system, the temporary theatre closures resulting from the COVID-19 pandemic resulted in reduced revenues.

For the year ended March 31, 2022, cash flows

used in investing activities consisted of proceeds from the sale of investment securities of $0.01 million, purchases of property and

equipment of $0.6 million, and $11.7 million related to the purchase of a business.

For the year ended March 31, 2021, cash flows

used in investing activities consisted of proceeds from the sale of Metaverse shares of $0.8 million, purchases of property and equipment

of $0.06 million, the sale of property and equipment of $0.08 million, and the purchase of intangible assets of $2.5 million related to

the asset acquisition.

For the year ended March 31, 2022, cash flows

provided by financing activities consisted of payments of approximately $7.8 million in notes payable, $2.0 million in Credit Facility

repayments, $42.7 million received in connection with the issuance Class A common stock and the exercise of warrants, and $2.2 million

received pursuant to the Payment Protection Program of the Coronavirus Aid, Relief and Economic Security Act.

the year ended March 31, 2020, cash flows used in financing activities reflects payments of $39.5 million on notes payable offset

by $23.6 million form proceeds under the revolving credit agreement and $5.8 million received in connection with the sale of 3,900,000

shares of our Common Stock.

may continue to generate net losses for the foreseeable future primarily due to depreciation and amortization, interest on our debt obligations,

marketing and promotional activities and content acquisition and marketing costs.

Certain of these costs, including costs of content

acquisition, marketing and promotional activities, could be reduced if necessary.

The restrictions imposed by the terms of our debt obligations

may limit our ability to obtain financing, make it more difficult to satisfy our debt obligations or require us to dedicate a substantial

portion of our cash flow to payments on our existing debt obligations.

We feel we are adequately financed for at least the next twelve

however, we may need to raise additional capital for working capital as deemed necessary.

Failure to generate additional revenues,

raise additional capital or manage discretionary spending could have an adverse effect on our financial position, results of operations

or liquidity.

from our Cinema Equipment segment derived from the collection of VPFs from motion picture studios are seasonal, coinciding with the timing

of releases of movies by the motion picture studios.

Generally, motion picture studios release the most marketable movies during the

summer and the winter holiday season.

The unexpected emergence of a hit movie during other periods can alter the traditional trend.

timing of movie releases can have a significant effect on our results of operations, and the results of one quarter are not necessarily

indicative of results for the next quarter or any other quarter.

While CEG benefits from the winter holiday season, we believe the seasonality

of motion picture exhibition, is becoming less pronounced as the motion picture studios are releasing movies somewhat more evenly throughout

sheet arrangements

are not a party to any off-balance sheet arrangements, other than operating leases in the ordinary course of business, which are disclosed

above in the table of our significant contractual obligations, and CDF2 Holdings.

In addition, as discussed further in Note 2 - Basis

of Presentation and Consolidation and Note - Other Interests to the Consolidated Financial Statements included in Item 8 of

this Annual Report on Form 10-K, we hold a 100% equity interest in CDF2 Holdings, which is an unconsolidated variable interest entity

(“VIE”), which wholly owns Cinedigm Digital Funding 2, LLC;

however, we are not the primary beneficiary of the VIE.

impact of inflation on our operations has not been significant to date.

However, there can be no assurance that a high rate of inflation

in the future would not have an adverse impact on our operating results.

repayments, and $12.4 million received in connection with the issuance Common Stock.

For the year ended March 31, 2021, cash flows provided by financing

activities consisted of payments of approximately $7.7 million in notes payable, $12.8 million in Credit Facility repayments, $42.7 million

received in connection with the issuance Common Stock, and $2.2 million received pursuant to the Payment Protection Program of the Coronavirus

Aid, Relief and Economic Security Act.

Contractual Obligations

The following table summarizes our significant contractual obligations

as of March 31, 2022:

Contractual Obligations (in thousands)

Operating lease obligations

We may continue to generate net losses for the

foreseeable future primarily due to depreciation and amortization, interest on our debt obligations, marketing and promotional activities

and content acquisition and marketing costs.

Certain of these costs, including costs of content acquisition, marketing and promotional

activities, could be reduced if necessary.

We feel we are adequately financed for at least the next twelve months;

however, we may need

to raise additional capital for working capital as deemed necessary.

Failure to generate additional revenues, raise additional capital

or manage discretionary spending could have an adverse effect on our financial position, results of operations or liquidity.

Revenues from our Cinema Equipment segment derived

from the collection of VPFs from motion picture studios are seasonal, coinciding with the timing of releases of movies by the motion picture

Generally, motion picture studios release the most marketable movies during the summer and the winter holiday season.

The unexpected

emergence of a hit movie during other periods can alter the traditional trend.

The timing of movie releases can have a significant effect

on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or any other

While CEG benefits from the winter holiday season, we believe the seasonality of motion picture exhibition, is becoming less

pronounced as the motion picture studios are releasing movies somewhat more evenly throughout the year.

Off-balance sheet arrangements

We are not a party to any off-balance sheet arrangements.

as discussed further in Note 2 - Basis of Presentation and Consolidation and Note - Other Interests to the Consolidated

Financial Statements included in Item 8 of this Annual Report on Form 10-K, we hold a 100% equity interest in CDF2 Holdings, which is

an unconsolidated variable interest entity (“VIE”), which wholly owns Cinedigm Digital Funding 2, LLC;

however, we are not

the primary beneficiary of the VIE.

Impact of Inflation

The impact of inflation on our operations has

not been significant to date.

However, there can be no assurance that a high rate of inflation in the future would not have an adverse

impact on our operating results.

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-K

Item 7. Management’s Discussion and Analysis