About Cineverse

Cineverse Corp. (Cineverse) operates as an independent distributor and aggregator of independent music, television, and other short form content rights distributed across digital, over-the-top (OTT), physical, and home and mobile entertainment platforms, as well as a servicer of digital cinema assets on over 2,843 domestic and several international countries. Cineverse has transformed itself from being a digital cinema equipment and physical content distributor to a leading independent streaming company with the planned phasing out of its legacy projector division. Cineverse is a leading independent streaming entertainment company serving global enthusiast fan bases. Cineverse delivers high-quality, curated content through subscription video on demand (SVOD), dedicated ad-supported (AVOD) and free ad-supported streaming linear (FAST) channels. Cineverse’s portfolio enables the company to achieve significant market share on every key consumer streaming device and platform. The company reaches over 23.8 million streaming channel monthly active viewers. It has rights to a library of over 33,000 film & TV assets, 16 different enthusiast streaming brands across 19 live streaming channels, and over 640,000 subscribers (SVOD) reaching 900 million streaming devices globally. Through its world-class, proprietary streaming technology, the company has become a partner of choice for content producers, rightsholders, and major media companies seeking to monetize their content in the streaming ecosystem. The company’s streaming technology platform, known as Matchpoint, is a software-as-a-service platform which automates the distribution of streaming content and OTT channels. The company has a legacy in using technology to transform the entertainment industry, and played a pioneering role in transitioning over 11,000 movie screens from traditional analog film prints to digital distribution. The company is positioned in a changing media and entertainment landscape. It operates channels in numerous specialty sectors, including faith and family, science fiction, horror, kids, and other major segments. The company focuses on integrating the recent acquisitions, as well as building and launching a variety of associated critical products, including Fantawild, Fandor (Fandor Acquisition LLC), The Film Detective, Screambox (Screambox Acquisition LLC), Films Around the World, Bloody Disgusting (Bloody Disgusting, LLC), DMR (Asian Media Rights, LLC d/b/a Digital Media Rights), and other initiatives driving major technological changes in the entertainment industry. The company announced its acquisition of FoundationTV, Inc. (FoundationTV) in March 2021, which acquisition was consummated in June 2021, and the formation of Cinedigm India (Cinedigm India Private Limited), its wholly-owned subsidiary formed to house FoundationTV. The company is developing a channel umbrella with global reach. Content and Entertainment Content Distribution and Enthusiast Streaming Channels Cinedigm Entertainment Group (CEG) is an independent content distributor in North America. The company is among most independent distributors because of its direct relationships with thousands of digital, as well as physical retail locations, including Walmart, Target, Apple, Netflix and Amazon, as well as the national Video on Demand platforms. Its library of films and television episodes encompasses documentaries from Docurama Films, acclaimed independent films, festival picks and a range of content from brand name suppliers, including Scholastic, NFL, Konami and Hallmark. Additionally, the company is leveraging its infrastructure, technology, content and distribution expertise to build and expand its streaming digital network businesses, which operates as Cinedigm Networks. The company operates 16 different enthusiast streaming brands across 19 live streaming channels under an array of business models: The company’s Subscription Video on Demand (SVOD) Services consist of: Docurama – A documentary and nonfiction streaming service launched in September 2014; CONtv – A fandom-centric service focused on comics, genre films and geek culture, launched in March 2015; Dove Channel – A faith and family entertainment service launched in August 2015; Viewster Anime – A Japanese Anime streaming service acquired in February 2018; Fandor – An independent film streaming service, acquired in January 2021; and Screambox – A horror streaming service acquired in February 2021. The company’s Ad-Supported Video on Demand (AVOD) or Free Ad Supported Streaming Television Channels consist of: Dove Channel – A faith and family linear channel launched in 2017; Docurama – A documentary and nonfiction linear channel launched in 2018; CONtv – A fandom-centric linear channel launched in 2018; Comedy Dynamics – A comedy linear channel launched in 2019; The Bob Ross Channel, a lifestyle linear channel launched in 2020; MyTime, a women’s entertainment linear channel, launched in 2020; WhistleTV – A sports lifestyle channel launched in 2020, ended December 31, 2021; CONtv Anime, an anime linear channel launched in 2020; Bloody Disgusting TV, a horror linear channel launched in 2020; The Film Detective – A classic film linear channel and on demand platform acquired in 2020; Lone Star – A classic western channel and on demand platform acquired in 2020; Real Madrid TV – A sports and lifestyle linear channel launched in 2021; The Only Way is Essex – A British reality and content linear channel launched in 2021; El Rey – A Latino centric linear channel launched in 2021; The Country Network – A country music lifestyle linear channel launched in 2021; So…Real – A reality TV and documentary enthusiast linear channel launched in 2020; Asian Crush – A pan-Asian culture and lifestyle linear channel acquired in March 2022; Retro Crush – A classic anime linear channel acquired in March 2022; Cocoro – A kid and family centric Asian linear channel acquired in March 2022; KMTV – A Korean-pop linear channel acquired in March 2022; Yuyu – A general programming adjunct linear channel acquired in March 2022; Midnight Pulp – A horror, thriller and cult linear channel acquired in March 2022. The company announced three channels in 2020 that remain in development through 2022: LIVX, a music and entertainment channel; Party Crashers, a political news channel; and AudPop, a short form entertainment channel. In 2021, the company elected to cease operating or distributing the following channels: Bambu, a Chinese entertainment linear channel owned and operated by Cineverse; Hallypop, a Korean music and lifestyle linear channel distributed by Cineverse; and CombatGo, an international combat sports linear channel distributed by Cineverse. The company distributes its streaming channels in several distinct ways: direct to consumer, through major application platforms, such as the web, iOS, Android, Roku, Apple TV, Amazon Fire, Vizio, and Samsung; and through third party distributors of content on platforms, such as Amazon Prime, Twitch, Xumo and Sling/Dish, and a variety of Smart TV manufacturers globally. Through its expanding base of distribution arrangements, the company has an estimated addressable device footprint of more than 330 million devices in North America and more than 370 million internationally. Intellectual Property The company owns certain copyrights, trademarks and Internet domain names in connection with the Content & Entertainment business. Customers For the year ended March 31, 2022, two customers, Amazon and Distribution Solutions each represented 18% and 25% respectively of CEG’s revenues and approximately 6% and 8%, respectively, of its consolidated revenues. Competition Competitors to the company’s Content & Entertainment and Digital Networks segment are Chicken Soup for the Soul Entertainment, Inc. and RLI/American Multi-Cinema, Inc. Cinema Equipment Business The Phase I Deployment and Phase II Deployment operations consist of the following: Cinema Equipment Business Financing vehicles and administrators for 696 Systems installed nationwide in the company’s first deployment phase (‘Phase I Deployment’) to theatrical exhibitors and for 2,147 Systems installed domestically and internationally in its second deployment phase (‘Phase II Deployment’). The company retains ownership of its 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, the company does 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 alternative content fees (ACFs) from alternative content providers, movie exhibitors and theatrical exhibitors (collectively, ‘Services’). Phase I Deployment and Phase II Deployment In 2005, the company formed its Phase I Deployment division to purchase up to 4,000 Systems under an amended framework agreement with Christie Digital Systems USA, Inc. (Christie). As of March 31, 2022, Phase I Deployment had 696 Systems installed. In 2007, the company formed its Phase II Deployment division for the administration of up to 10,000 additional Systems. As of March 31, 2022, Phase II Deployment had 2,147 of such Systems installed. The company’s Phase I Deployment and Phase II Deployment divisions own and license Systems to theatrical exhibitors and collect virtual print fees (VPFs) from motion picture studios and distributors, as well as alternative content fees (ACFs) from alternative content providers and theatrical exhibitors, when content is shown on exhibitors’ screens. It has licensed the necessary software and technology solutions to the exhibitor and has facilitated the industry’s transition from analog (film) to digital cinema. As part of the Phase I Deployment of its Systems, the company has agreements with nine motion picture studios and certain smaller independent studios and exhibitors, allowing it to collect VPFs and ACFs when content is shown in theatres, in exchange for having facilitated and financed the deployment of Systems. Phase 1 DC has agreements with 17 theatrical exhibitors that license its Systems to show digital content distributed by the motion picture studios and other providers, including Content & Entertainment. Beginning in 2015, certain of the company’s digital cinema equipment began to reach the conclusion of their 10-year deployment payment period with certain distributors and, therefore, 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. As of March 31, 2022, the company’s 696 systems from the Phase I Deployment phase of its cinema equipment business segment had ceased to earn a significant portion of VPF revenue from certain major studios, although various other studios, including mostly of small independent studios, continued to pay VPFs through March 31, 2022. The company’s Phase II Deployment division has entered into digital cinema deployment agreements with eight motion picture studios, and certain smaller independent studios and exhibitors, to distribute digital movie releases to exhibitors equipped with its Systems, for which the company and its wholly owned, non-consolidated subsidiary Cinedigm Digital Funding 2, LLC (CDF2 Holdings) earn VPFs. As of March 31, 2022, the company’s Phase II Deployment division had master license agreements with 106 exhibitors covering 2,147 screens, whereby the exhibitors agreed to install its Systems. As of March 31, 2022, it had 2,147 Phase 2 DC Systems installed, including 839 screens under the exhibitor-buyer structure (Exhibitor-Buyer), and 1,308 screens covering 23 exhibitors through CDF2. Seasonality Revenues earned by the company’s Cinema Equipment Business segment from the collection of VPFs from motion picture studios are seasonal, coinciding with the timing of releases of movies by the motion picture studios. Services The company’s Services division provides monitoring, billing, collection, verification and other management services to Phase 1 DC and Phase 2 DC, as well as to exhibitor-buyers who purchase their own equipment. Its Services division provides such services to the 696 screens in the Phase I Deployment for a monthly service fee equal to 5% of the VPFs earned by Phase 1 DC and an incentive service fee equal to 2.5% of the VPFs earned by Phase 1 DC. The Services division also provides services to the 2,147 Phase II Systems deployed, for which the company typically receives a monthly fee of approximately 10% of the VPFs earned by Phase 2 DC. The total Phase II service fees are subject to an annual limitation under the terms of its agreements with motion picture studios and are determined based upon the respective Exhibitor-Buyer Structure, or CDF2 agreements. In 2013, the company assigned to its wholly owned subsidiary, Cinedigm DC Holdings LLC (DC Holdings), the right and obligation to service the digital cinema projection systems from the Phase I Deployment and certain systems that were part of the Phase II Deployment; delegated to DC Holdings the right and obligation to service certain other systems that were part of the Phase II Deployment; and assigned to DC Holdings the right to receive servicing fees from the Phase I and Phase II Deployments. The company’s Services division also has international servicing partnerships in Australia and New Zealand with the Independent Cinema Association of Australia and as of March 31, 2022, it ceased providing servicing to such parties. Competition The company’s Services division faces limited competition domestically in its digital cinema services business as the major Hollywood movie studios have only signed digital cinema deployment agreements with five entities, including the company, and the deployment period in North America is complete. Competitors include Digital Cinema Implementation Partners (DCIP), a joint venture of three large exhibitors (Regal Entertainment Group; AMC Entertainment Holdings, Inc.; and Cinemark Holdings, Inc.) focused on managing the conversions of those three exhibitors; Sony Digital Cinema, to support the deployment of Sony projection equipment; Christie Digital USA, Inc., to support the deployment of Christie equipment; and GDC, Inc., to support the deployment of GDC equipment. As the company expand its servicing platform internationally, additional competitors beyond those listed above consist of Arts Alliance, Inc. History The company was founded in 2000. It was incorporated in Delaware in 2000. The company was formerly known as Cinedigm Corp. and changed its name to Cineverse Corp. in May 2023.