XML 30 R12.htm IDEA: XBRL DOCUMENT
v3.22.4

Stockholders’ Equity | 9 Months Ended
--- | ---
Dec. 31, 2022
Stockholders' Equity Note [Abstract] |
STOCKHOLDERS’ EQUITY | 4. STOCKHOLDERS’ EQUITY COMMON STOCK Authorized Common Stock As of December 31, 2022, the number of shares of Common Stock authorized for issuance was 275,000,000 shares. During the three months ended December 31, 2022, the Company issued 908,383 shares of Common Stock. This is comprised of 224,359 shares in payment of preferred stock dividends and 684,024 restricted shares issued in connection with Board of Director compensation. During the nine months ended December 31, 2022, the Company issued 3,595,895 shares of Common Stock. This is comprised of 510,955 shares in payment of preferred stock dividends, 2,750,903 shares issued on August 18, 2022 in connection with the vesting of grants pursuant to the 2017 Equity Incentive Plan, and 334,037 shares issued in payment of the Bloody Disgusting earnout commitment. During the nine months ended December 31, 2021, we issued 8,642,648 shares of Common Stock which consist of the sale of shares of our Class A common stock, issuance of Common Stock for business combination, the issuances of Common Stock in payment of preferred stock dividends and in payment of Board of Director retainer fees. PREFERRED STOCK Cumulative dividends in arrears on preferred stock were $0.1 million as of December 31, 2022 and 2021. In May, June and November 2022, we paid preferred stock dividends in arrears in the form of 510,955 shares of Class A Common Stock. TREASURY STOCK We have treasury stock, at cost, consisting of 1,315,851 shares of Common Stock at December 31, 2022 and March 31, 2022. EQUITY INCENTIVE PLANS Stock Based Compensation Awards Awards issued under our 2000 Equity Incentive Plan (the “2000 Plan”) may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) SARs; (iii) stock or restricted stock or restricted stock units; or (iv) performance awards. The 2000 Plan provides for the granting of incentive stock options (“ISOs”) with exercise prices not less than the fair market value of our Common Stock on the date of grant. ISOs granted to shareholders having more than 10% of the total combined voting power of the Company must have exercise prices of at least 110% of the fair market value of our Common Stock on the date of grant. ISOs and non-statutory stock options granted under the 2000 Plan are subject to vesting provisions, and exercise is subject to the continuous service of the participant. The exercise prices and vesting periods (if any) for non-statutory options are set at the discretion of our compensation committee. On November 1, 2017, upon the consummation of the initial equity investment in Cinedigm by Bison, as a result of which there was a change of control of the Company, all stock options (incentive and non-statutory) and shares of restricted stock were vested immediately and the options became fully exercisable. In connection with the grants of stock options and shares of restricted stock under the 2000 Plan, we and the participants have executed stock option agreements and notices of restricted stock awards setting forth the terms of the grants. The 2000 Plan provided for the issuance of up to 2,380,000 shares of Common Stock to employees, outside directors and consultants. Options outstanding and exercisable under the 2000 Plan are as follows:
|  | As of December 31, 2022: |
Range of Prices |  | Options Outstanding and Exercisable |  |  | Weighted Average Remaining Life in Years |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value (In thousands) |
$1.16 - $7.40 |  |  | 5,000 |  |  |  | 2.50 |  |  | $ | 7.40 |  |  | $ | — |
$13.70 - $24.40 |  |  | 207,037 |  |  |  | 0.78 |  |  |  | 14.63 |  |  |  | — |
|  |  | 212,037 |  |  |  | 0.82 |  |  | $ | 14.46 |  |  | $ | — |
|  | As of March 31, 2022: |
Range of Prices |  | Options Outstanding and Exercisable |  |  | Weighted Average Remaining Life in Years |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value (In thousands) |
$7.40 |  |  | 5,000 |  |  |  | 3.25 |  |  | $ | 7.40 |  |  | $ | — |
$14.00 - $24.40 |  |  | 212,337 |  |  |  | 1.50 |  |  |  | 14.65 |  |  |  | — |
|  |  | 217,337 |  |  |  | 1.54 |  |  | $ | 14.49 |  |  | $ | — |
In August 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan). The 2017 Plan replaced the 2000 Plan, and applies to employees and directors of, and consultants to, the Company. The 2017 Plan provides for the issuance of up to 18,098,270 shares of Common Stock, in the form of various awards, including stock options, SARs, restricted stock, restricted stock units, PSUs and cash awards. SARs outstanding under the 2017 Plan are as follows:
|  | As of December 31, 2022: |
Range of Prices |  | SARs Outstanding |  |  | Weighted Average Remaining Life in Years |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value (In thousands) |
$0.33 - $0.74 |  |  | 8,650,000 |  |  |  | 8.61 |  |  | $ | 0.56 |  |  | $ | — |
$1.16 - $1.47 |  |  | 2,128,277 |  |  |  | 6.55 |  |  |  | 1.39 |  |  |  | — |
$1.71 - $2.10 |  |  | 2,237,493 |  |  |  | 8.36 |  |  |  | 1.92 |  |  |  | — |
$2.23 - $2.56 |  |  | 455,583 |  |  |  | 8.81 |  |  |  | 2.28 |  |  |  | — |
|  |  | 13,471,353 |  |  |  |  |  |  |  |  | $ | — |
|  | As of March 31, 2022: |
Range of Prices |  | SARs Outstanding |  |  | Weighted Average Remaining Life in Years |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value (In thousands) |
$0.54 - $0.74 |  |  | 5,550,000 |  |  |  | 8.74 |  |  | $ | 0.62 |  |  | $ | 1,208 |
$1.16 - $1.47 |  |  | 2,283,610 |  |  |  | 7.90 |  |  |  | 1.37 |  |  |  | — |
$1.71 - $2.10 |  |  | 2,455,738 |  |  |  | 8.91 |  |  |  | 1.97 |  |  |  | — |
$2.23 - $2.56 |  |  | 604,250 |  |  |  | 9.60 |  |  |  | 2.32 |  |  |  | — |
|  |  | 10,893,598 |  |  |  |  |  |  |  |  | $ | 1,208 |
An analysis of all SARs exercisable under the 2017 Plan as of December 31, 2022 is presented below:
SARs Exercisable |  |  | Weighted Average Remaining Life in Years |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value (In thousands) |
| 5,448,345 |  |  |  | 7.75 |  |  | $ | 1.13 |  |  | $ | — |
Total SARs outstanding are as follows:
|  | Nine Months Ended December 31, 2022 |
SARs Outstanding - March 31, 2022 |  |  | 10,893,598 |
Issued |  |  | 3,100,000 |
Forfeited |  |  | (522,245 | )
Total SARs Outstanding - December 31, 2022 |  |  | 13,471,353 |
The following weighted average assumptions were used to estimate the fair value of SARs granted as follows:
|  | Nine Months Ended December 31, 2022 |
Expected dividend yield |  |  | — |
Expected equity volatility |  |  | 111.89 | %
Expected term (years) |  |  | 6.50 |
Risk-free interest rate |  |  | 4.49 | %
Exercise price |  | $ | 0.49 |
Market price per share |  | $ | 0.49 |
Weighted average fair value per SAR |  | $ | 0.43 |
The risk-free rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. In addition, the Company has granted PSU awards under the 2017 Plan to employees. These awards vest upon certain performance goals being achieved as of March 31, 2022 and 2023 and can be settled in cash or equity upon vesting. During the three and nine months ended December 31, 2022, the Company issued 482,628 shares of common stock, net of 199,498 shares withheld to pay taxes, related to the vesting of 682,126 of PSU awards. As of December 31, 2022, there were 696,280 of PSU awards outstanding that vest as of March 31, 2023 subject to achieving certain performance goals. No additional PSU awards were granted during the three and nine months ended December 31, 2022. During the nine months ended December 31, 2022, 482,628 shares were issued for vested awards. Employee and director stock-based compensation expense related to our stock-based awards was as follows (in thousands):
|  | Three Months Ended December 31, |  |  | Nine Months Ended December 31, |
|  | 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Selling, general and administrative |  | $ | 708 |  |  | $ | 1,349 |  |  | $ | 3,906 |  |  | $ | 3,278 |
There was $0.1 million of stock-based compensation expense for the three months ended December 31, 2022 and 2021, respectively, related to the Board. There was $0.3 million and $0.3 million of stock-based compensation for the nine months ended December 31, 2022 and 2021, respectively, related to Board of Directors compensation. During the nine months ended December 31, 2022, the Company issued 684,024 restricted shares to non-employee directors. Options Granted Outside Cinedigm's Equity Incentive Plan As of March 31, 2022, there were 12,500 options and 600,000 SARs granted to employees outside of Cinedigm's Equity Incentive Plan. During the three months ended December 31, 2022,100,000 SARs were granted as an inducement to a new employee.

X
- References No definition available. + Details
Name: | us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration