Helios and Matheson Analytics has announced plans to spin off its long-troubled ticketing, film financing and production unit MoviePass into its own separate, publicly traded company.
The spin, which has been given preliminary approval by the board of directors, aims to create a vertically integrated company focused on film production, marketing and exhibition company. Helios and Matheson is a data analytics firm with holdings beyond entertainment.
Under the plan, a new subsidiary called MoviePass Entertainment Holdings would take over shares of MoviePass Inc. and other film assets held by Helios, pursuing a Nasdaq listing. Shares in Helios rose 15% on the news, though that didn’t even get them above two cents.
The spinoff requires the approval of the SEC, the state of Delaware (where the company is incorporated) and the Nasdaq. The announcement of the move is raising eyebrows among some investors and company observers, as it comes just days after word came that the New York State Attorney General’s office is investigating the company. At issue are the financial disclosures by Helios and Matheson and whether they may have misled investors. Shareholders making similar claims sued the company in August. The company has denied any wrongdoing.
After soaring past $30 a share a year ago amid optimism that MoviePass could become the Uber of exhibition, Helios and Matheson stock cratered over the spring and summer. Multiple reverse stock splits briefly buoyed the price, but it quickly plunged back down to penny-stock levels. Nasdaq rules permit a delisting if shares trade below $1 for a sustained period of time.
One of many signal moments for MoviePass in its wild 2018 ride came in late July, when Mission: Impossible — Fallout surged to the No. 1 spot at the box office. Subscribers looking for tickets were blindsided by the sudden unavailability of the film via the MoviePass app.
While the company blamed technical issues for the Mission “outage,” it later conceded that it had been unable to make payments for tickets to the Tom Cruise action smash. Despite passing 3 million subscribers earlier this year, MoviePass has been bleeding cash in order to fulfill orders. It opted to overhaul its pricing model and severely limit ticketing of major wide releases as a means of survival. Instead of securing admission to one movie a day, its $10 monthly subscription price now nets members just three films a month, and certain top titles are kept off the table. As these changes have taken effect, traditional exhibitors such as leading circuit AMC have gotten increasing traction with their own subscription offerings.
Ted Farnsworth, chairman and CEO of Helios and Matheson, said the spin would distinguish between the company’s movie assets and data properties like Zone Technologies, which specializes in navigation apps and global security. “Since we acquired control of MoviePass in December 2017, HMNY largely has become synonymous with MoviePass in the public’s eye,” he said, “leading us to believe that our shareholders and the market perception of HMNY might benefit from separating our movie-related assets from the rest of our company.”
Under the spun-off company’s tent would be shares in MoviePass Inc.; MoviePass Films, the production arm launched via the acquisition of Emmett Furla Oasis Films earlier this year; financing unit MoviePass Ventures; and Moviefone.
The plan is to distribute a minority of the outstanding shares of MoviePass Entertainment common stock as a dividend to stockholders of HMNY as of a record date that is yet to be determined. Helios would retain control of MoviePass Entertainment upon that distribution. Holders of any outstanding convertible notes issued by HMNY in November 2017 and January 2018 and certain warrants of HMNY would be entitled to MoviePass Entertainment shares.
“We believe this new vertically integrated entertainment ecosystem, if achieved, would provide a sharper market focus, and that the combination of these four business lines under the MoviePass Entertainment umbrella would produce substantial synergies that we believe will generate value for our shareholders, subscribers, and business partners,” Farnsworth said.