10-Q
RLJ ENTERTAINMENT, INC. filed this Form 10-Q on 11/09/2017
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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In the normal course of business, we are subject to proceedings, lawsuits and other claims, including proceedings under government laws and regulations relating to employment and tax matters. While it is not possible to predict the outcome of these matters, it is the opinion of management, based on consultations with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on our financial position, results of operations or liquidity.

ITEM 1A.

RISK FACTORS

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K filed on March 23, 2017. You should carefully consider these risk factors in conjunction with the other information contained in this Quarterly Report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted. As of September 30, 2017, there have been no material changes to the risk factors set forth in that Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As reported in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, the AMC Credit Agreement initially provided for the payment of interest partially in cash and partially in shares of common stock. In June 2017, we amended the payment provisions regarding interest whereby all interest is now settled with shares of common stock beginning as of April 1, 2017. The shares are issuable at $3.00 per share. For the quarter ended March 31, 2017, we issued AMC 224,807 shares of common stock in payment for $0.7 million of interest, including 102,501 shares issued January 3, 2017 in payment of $0.3 million of interest on the outstanding principal of $65.0 million for the quarter ended December 31, 2016, and 122,306 shares issued March 31, 2017 in payment of $0.4 million of interest on the outstanding principal of $73.0 million for the quarter ended March 31, 2017. For the quarter ended June 30, 2017, we issued AMC 384,084 shares of common stock in payment of $1.2 million of interest on the outstanding principal of $78.0 million. The issuance of the shares was exempt from registration pursuant to Securities Act Section 4(a)(2) as a transaction not involving a public offering.

ITEM 6.

EXHIBITS

 

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

 

 

32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

 

 

101.INS

XBRL Instance Document

 

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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