LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt

Summary

	September 30, 2014			December 31, 2013
Senior debt	$	782,176		$	956,956
Total credit facilities and capital leases	24,697			8,098
Total long-term debt and other financing arrangements	806,873			965,054
Less: current maturities	(1,034		)	(2,111		)
Total non-current long-term debt and other financing arrangements	$	805,839		$	962,943

Schedule of Long-term Debt Instruments

Total senior debt and credit facilities comprised the following at September 30, 2014:

	Principal Amount of Liability Component		Unamortized (Discount) / Premium			Net Carrying Amount		Equity Component
2015 Convertible Notes	$	261,034	$	(12,217	)	$	248,817	$	11,907
2017 Fixed Rate Notes	301,992		4,215			306,207		—
2017 PIK Notes (1)	400,000		(172,848		)	227,152		178,626
2017 Term Loan (2) (3)	30,727		(12,774		)	17,953		13,199
2017 Revolving Credit Facility (3)	—		—			—		50,596
Other credit facilities (4)	3,580		(491		)	3,089		—
Total senior debt and credit facilities	$	997,333	$	(194,115	)	$	803,218

(1) The 2017 PIK Notes were issued, along with the Unit Warrants, as a unit in the Rights Offering and related financing transactions. The equity component above represents the fair value ascribed to the Unit Warrants (see Note 14, "Equity"). The fair value is accounted for as a discount on the 2017 PIK Notes and is being amortized over the life of the 2017 PIK Notes using the effective interest method.

(2) The original principal amount of the 2017 Term Loan was US$ 30.0 million. Amount presented represents original principal amount plus interest paid-in-kind by adding such amount to the outstanding principal amount.

(3) The equity component of the 2017 Term Loan and 2017 Revolving Credit Facility represents the fair value ascribed to the Initial Warrants (see Note 14, "Equity") based on the relative borrowing capacity of these facilities. The fair value is accounted for as a discount on the 2017 Term Loan, which is being amortized over the life of the 2017 Term Loan using the effective interest method; and as debt issuance costs for the 2017 Revolving Credit Facility, which are being amortized on a straight-line basis over the lives of the respective instruments.

(4) The unamortized discount on the Other credit facilities represents the fair value adjustment recorded on issuance of the CNC loans (as defined and further described in item (e) under the heading 'Credit Facilities and Capital Lease Obligations' below).

Schedule of Senior Debt

Senior Debt

Our senior debt comprised the following at September 30, 2014 and December 31, 2013:

	Carrying Amount
	September 30, 2014		December 31, 2013
2015 Convertible Notes	$	248,817	$	241,193
2016 Fixed Rate Notes	—		379,182
2017 Fixed Rate Notes	306,207		336,581
2017 PIK Notes	227,152		—
	$	782,176	$	956,956

Schedule Of 2015 Convertible Notes

We separately account for the liability and equity components of the 2015 Convertible Notes. The embedded conversion option is not accounted for as a derivative.

	Principal Amount of Liability Component		Unamortized Discount			Net Carrying Amount		Equity Component
BALANCE December 31, 2013	$	261,034	$	(19,841	)	$	241,193	$	11,907
Amortization of debt issuance discount	—		7,624			7,624		—
BALANCE September 30, 2014	$	261,034	$	(12,217	)	$	248,817	$	11,907

Schedule Of 2017 Fixed Rate Notes

The 2017 Fixed Rate Notes are redeemable at our option, in whole or in part, at the redemption prices set forth below:

From	Fixed Rate Notes Redemption Price
November 1, 2014 to October 31, 2015	104.50	%
November 1, 2015 to October 31, 2016	102.25	%
November 1, 2016 and thereafter	100.00	%

Credit Facilities And Capital Lease Obligations

Credit facilities and capital lease obligations comprised the following at September 30, 2014 and December 31, 2013:

		September 30, 2014			December 31, 2013
2017 Term Loan	(a)	$	17,953		$	—
2017 Revolving Credit Facility	(b)	—			—
Credit facilities	(c) – (e)	3,089			3,755
Capital leases		3,655			4,343
Total credit facilities and capital leases		24,697			8,098
Less: current maturities		(1,034		)	(2,111		)
Total non-current credit facilities and capital leases		$	23,663		$	5,987

(a) As at September 30, 2014, the principal amount outstanding of the 15.0% term loan facility due 2017 (the "2017 Term Loan") was US$ 30.7 million. The carrying value of the 2017 Term Loan is comprised of the original outstanding principal amount of US$ 30.0 million less an issuance discount plus interest for which we made an election to pay in-kind. Interest is payable semi-annually in arrears on each June 30 and December 31, which the Company may pay in cash or in-kind. The 2017 Term Loan matures on December 1, 2017. The fair value of the 2017 Term Loan as at September 30, 2014 of US$ 32.3 million was determined based on comparable instruments that trade in markets that are active. This measurement of estimated fair value uses Level 2 inputs as described in Note 12, "Financial Instruments and Fair Value Measurements".

The 2017 Term Loan is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The terms of the 2017 Term Loan contains limitations on CME’s ability to incur indebtedness, incur guarantees, grant liens, pay dividends or make other distributions, enter into certain affiliate transactions, consolidate, merge or effect a corporate reconstruction, make certain investments acquisitions and loans, and conduct certain asset sales. The 2017 Term Loan also contains maintenance covenants in respect of interest cover, cash flow cover and total leverage ratios, and has more restrictive provisions, including covenants in respect of incurring indebtedness, the provision of guarantees, making investments and granting security and certain events of defaults, than corresponding provisions contained in the indenture governing the 2017 Fixed Rate Notes and the 2017 PIK Notes.

Under the terms of the 2017 Term Loan, we are permitted to prepay the 2017 Term Loan in whole, but not in part, subject to the concurrent repayment and discharge of the 2017 PIK Notes.

Certain derivative instruments, including contingent event of default and change of control put options, have been identified as being embedded in the 2017 Term Loan. The embedded derivatives are not considered clearly and closely related to the 2017 Term Loan, and as such are required to be accounted for separately. The probability-weighted fair value of the embedded derivatives was not material at issuance or at September 30, 2014.

(b) As at September 30, 2014, we had no drawings outstanding under the 2017 Revolving Credit Facility. The 2017 Revolving Credit Facility bears interest at a rate per annum based on, at our option, an alternative base rate plus 13.0% or an amount equal to the greater of (i) an adjusted LIBO rate and (ii) 1.0%, plus, in each case, 14.0%, which the Company may pay in cash or in-kind by adding such accrued interest to the applicable principal amount drawn under the 2017 Revolving Credit Facility. The 2017 Revolving Credit Facility matures on December 1, 2017.

The 2017 Revolving Credit Facility is jointly and severally guaranteed by CME NV and CME BV and is secured by a pledge over 100% of the outstanding shares of each of CME NV and CME BV. The covenants are substantially the same as under the 2017 Term Loan.

Each borrowing under the 2017 Revolving Credit Facility must be in integral multiples of US$ 1.0 million and not less than US$ 20.0 million. The 2017 Revolving Credit Facility permits prepayment at our option in whole or in part without penalty.

(c) We have a cash pooling arrangement with Bank Mendes Gans (“BMG”), a subsidiary of ING Bank N.V. (“ING”), which enables us to receive credit across the group in respect of cash balances which our subsidiaries deposit with BMG. Cash deposited by our subsidiaries with BMG is pledged as security against the drawings of other subsidiaries up to the amount deposited.

As at September 30, 2014, we had deposits of US$ 21.0 million in and no drawings on the BMG cash pool. Interest is earned on deposits at the relevant money market rate. As at December 31, 2013, we had deposits of US$ 21.8 million in and drawings of US$ 0.8 million on the BMG cash pool.

(d) As at September 30, 2014 and December 31, 2013, there were no drawings outstanding under a CZK 910.0 million (approximately US$ 41.6 million) factoring framework agreement with Factoring Ceska Sporitelna (“FCS”). Under this facility up to CZK 910.0 million (approximately US$ 41.6 million) may be factored on a recourse or non-recourse basis. The facility bears interest at one-month PRIBOR plus 2.5% for the period that actively assigned accounts receivable are outstanding.

(e) At September 30, 2014, our operations in Romania had an aggregate principal amount of RON 12.5 million (approximately US$ 3.6 million) (December 31, 2013, RON 12.5 million, approximately US$ 3.6 million based on September 30, 2014 rates) of loans outstanding with the Central National al Cinematografei ("CNC"), a Romanian governmental organization which provides financing for qualifying filmmaking projects. Upon acceptance of a particular project, the CNC awards an agreed level of funding to each project in the form of an interest-free loan. Loans from the CNC are typically advanced for a period of ten years and are repaid through the proceeds from the distribution of the film content. At September 30, 2014, we had 15 loans outstanding with the CNC with maturity dates ranging from 2014 to 2024. The carrying amounts at September 30, 2014 and December 31, 2013 are net of a fair value adjustment of US$ 0.5 million and US$ 0.6 million, respectively, arising on acquisition.

Maturity Of Senior Debt And Credit Facility

At September 30, 2014, the maturity of our senior debt and credit facilities was as follows:

2014	$	—
2015	261,034
2016	—
2017	733,113
2018	485
2019 and thereafter	2,701
Total senior debt and credit facilities	997,333
Net discount	(194,115		)
Carrying amount of senior debt and credit facilities	$	803,218

Schedule of Future Minimum Lease Payments for Capital Leases

The future minimum lease payments, by year and in the aggregate, under capital leases with initial or remaining non-cancellable lease terms in excess of one year, consisted of the following at September 30, 2014:

2014	$	307
2015	1,117
2016	898
2017	739
2018	409
2019 and thereafter	426
Total undiscounted payments	3,896
Less: amount representing interest	(241		)
Present value of net minimum lease payments	$	3,655