NOTES PAYABLE | NOTES PAYABLE Notes payable consisted of the following: December 31, 2016 March 31, 2016 (In thousands) Current Portion Long Term Portion Current Portion Long Term Portion 2013 Term Loans $ — $ — $ 21,188 $ 9,857 Prospect Loan — 62,442 — 66,543 KBC Facilities 7,225 4,556 7,646 10,998 P2 Vendor Note 205 220 161 310 P2 Exhibitor Notes 84 44 79 107 Total non-recourse notes payable 7,514 67,262 29,074 87,815 Less: Unamortized debt issuance costs and debt discounts — (2,867 ) — (4,577 ) Total non-recourse notes payable, net of unamortized debt issuance costs and debt discounts $ 7,514 $ 64,395 $ 29,074 $ 83,238 5.5% Convertible Notes Due 2035 $ — $ 60,571 $ — $ 64,000 Second Secured Lien Notes — 5,596 — — Cinedigm Revolving Loans — 19,599 — 21,927 2013 Notes — 5,000 — 5,000 Total recourse notes payable — 90,766 — 90,927 Less: Unamortized debt issuance costs and debt discounts — (6,248 ) — (3,989 ) Total recourse notes payable, net of unamortized debt issuance costs and debt discounts $ — $ 84,518 $ — $ 86,938 Total notes payable, net of unamortized debt issuance costs $ 7,514 $ 148,913 $ 29,074 $ 170,176 Non-recourse debt is generally defined as debt whereby the lenders’ sole recourse with respect to defaults, is limited to the value of the asset, which is collateral for the debt. Certain of our subsidiaries are liable with respect to, and their assets serve as collateral for, certain indebtedness for which our assets and the assets of our other subsidiaries that are not parties to the transaction are generally not liable. We have referred to this indebtedness as "non-recourse debt" because the recourse of the lenders is limited to the assets of specific subsidiaries. Such indebtedness includes the Prospect Loan, the KBC Facilities, the 2013 Term Loans, the P2 Vendor Note and the P2 Exhibitor Notes. 2013 Term Loans In February 2013, CDF I, our wholly owned subsidiary, entered into an amended and restated credit agreement (the “2013 Credit Agreement”) with Société Générale and other lenders, allowing for borrowings up to an aggregate principal amount of $130.0 million , $5.0 million of which was assigned to an affiliate of CDF I. Interest under the 2013 Credit Agreement was calculated using a base rate (generally, the bank prime rate) or the one-month LIBOR rate set at a minimum of 1.00% , plus a margin of 1.75% (in the case of base rate loans) or 2.75% (in the case of LIBOR rate loans). The 2013 Term Loans were repaid in full in November 2016 using the balance of restricted cash and collections that we had designated for payment of the 2013 Term Loans. In connection with the repayment of the 2013 Term Loans, we wrote-off the remaining unamortized debt issuance costs and debt discount related to such loans. As a result, we recorded $0.7 million as a loss on extinguishment of debt for the nine months ended December 31, 2016 . The following table presents a summary of the 2013 Term Loans: (In thousands) December 31, 2016 March 31, 2016 2013 Term Loans, at issuance, net $ 125,087 $ 125,087 Payments to date (125,087 ) (94,043 ) Discount on 2013 Term Loans — (118 ) 2013 Term Loans, net — 30,926 Less current portion — (21,188 ) Total long term portion, net of discount $ — $ 9,738 Prospect Loan In February 2013, our DC Holdings, AccessDM and Phase 2 DC subsidiaries entered into a term loan agreement (the “Prospect Loan”) with Prospect Capital Corporation (“Prospect”), pursuant to which DC Holdings borrowed $70.0 million . The Prospect Loan bears interest at LIBOR plus 9.0% (with a 2.0% LIBOR floor), which is payable in cash, and at an additional 2.50% to be accrued as an increase to the aggregate principal amount of the Prospect Loan until the 2013 Credit Agreement is paid off, at which time all accrued interest will be payable in cash. Collections of DC Holdings accounts receivable are deposited into accounts designated to pay certain operating expenses, principal, interest, fees, costs and expenses relating to the Prospect Loan. On a quarterly basis, if funds remain after the payment of all such amounts, they are applied to prepay the Prospect Loan. Amounts designated for these purposes, included in cash and cash equivalents on the Condensed Consolidated Balance Sheets, totaled $4.7 million and $8.7 million as of December 31, 2016 and March 31, 2016 , respectively. We also maintain a debt service fund under the Prospect Loan for future principal and interest payments. As of December 31, 2016 and March 31, 2016 , the debt service fund had a balance of $1.0 million , which is classified as part of restricted cash on our condensed consolidated balance sheets. The Prospect Loan matures on March 31, 2021 and may be accelerated upon a change in control (as defined in the agreement) or other events of default as set forth therein and would be subject to mandatory acceleration upon insolvency of DC Holdings. We are permitted to pay the full outstanding balance of the Prospect Loan at any time after the second anniversary of the initial borrowing, subject to the following prepayment penalties: • 5.0% of the principal amount prepaid between the second and third anniversaries of issuance; • 4.0% of the principal amount prepaid between the third and fourth anniversaries of issuance; • 3.0% of the principal amount prepaid between the fourth and fifth anniversaries of issuance; • 2.0% of the principal amount prepaid between the fifth and sixth anniversary of issuance; • 1.0% of the principal amount prepaid between the sixth and seventh anniversaries of issuance; and • No penalty if the balance of the Prospect Loan, including accrued interest, is prepaid thereafter. The Prospect Loan is primarily secured by a first priority pledge of the stock of CDF2 Holdings, our wholly owned unconsolidated subsidiary, the stock of AccessDM, which is owned by DC Holdings, and the stock of our Phase 2 DC subsidiary. The Prospect Loan is also guaranteed by our AccessDM and Phase 2 DC subsidiaries. We provide limited financial support to the Prospect Loan not to exceed $1.5 million per year in the event financial performance does not meet certain defined benchmarks. The Prospect Loan contains customary representations, warranties, affirmative covenants, negative covenants and events of default. The following table summarizes the activity related to the Prospect Loan: (In thousands) December 31, 2016 March 31, 2016 Prospect Loan, at issuance $ 70,000 $ 70,000 PIK Interest 4,778 4,778 Payments to date (12,336 ) (8,235 ) Prospect Loan, net 62,442 66,543 Less current portion — — Total long term portion $ 62,442 $ 66,543 KBC Facilities In December 2008 we began entering into multiple credit facilities to fund the purchase of Systems to be installed in movie theatres as part of our Phase II Deployment. There were no borrowings under the KBC Facilities during the nine months ended December 31, 2016 . The following table presents a summary of the KBC Facilities (dollar amounts in thousands): Outstanding Principal Balance Facility 1 Credit Facility Interest Rate 2 Maturity Date December 31, 2016 March 31, 2016 1 $ 22,336 3.75 % September 2018 $ 4,786 $ 7,180 2 13,312 3.75 % March 2018 1,481 4,034 3 11,425 3.75 % March 2019 3,672 4,896 4 6,450 3.75 % September 2018 1,842 2,534 $ 53,523 $ 11,781 $ 18,644 1. For each facility, principal is to be repaid in twenty-eight quarterly installments. 2. Each of the facilities bears interest at the three-month LIBOR rate, which was 1.00% at December 31, 2016 , plus the interest rate noted above. 5.5% Convertible Notes Due April 2035 On April 29, 2015, we issued $64.0 million aggregate principal amount of unsecured senior convertible notes payable (the "Convertible Notes") that bear interest at a rate of 5.5% per year, payable semiannually. The Convertible Notes will mature on April 15, 2035, unless repurchased earlier, redeemed or converted and will be convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, we will deliver to holders in respect of each $1,000 principal amount of Convertible Notes being converted a number of shares of our Class A common stock equal to the conversion rate, together with a cash payment in lieu of delivering any fractional share of Class A common stock. The conversion rate applicable to the Convertible Notes on the offering date was 82.4572 shares of Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $12.13 per share of Class A common stock), which is subject to adjustment if certain events occur. Holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes on April 20, 2020, April 20, 2025 and April 20, 2030 and upon the occurrence of certain fundamental changes at a repurchase price in cash equal to 100% of the principal amount of the Convertible Notes to be repurchased plus accrued and unpaid interest, if any. The Convertible Notes will be redeemable by us at our option on or after April 20, 2018 upon the satisfaction of a sale price condition with respect to our Class A common stock and on or after April 20, 2020 without regard to the sale price condition, in each case, at a redemption price in cash equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any. The net proceeds from the Convertible Note offering were $60.9 million , after deducting offering expenses. We used $18.6 million of the net proceeds from the offering to repay borrowings under and terminate one of our term loans under our 2013 Credit Agreement, of which $18.2 million was used to pay the remaining principal balance. Concurrently with the closing of the Convertible Notes transaction, we repurchased 272,100 shares of our Class A common stock from certain purchasers of Convertible Notes in privately negotiated transactions for $2.7 million . In addition, $11.4 million of the net proceeds was used to fund the cost of repurchasing 1.2 million shares of our Class A common stock pursuant to the forward stock purchase agreement described in Note 7 - Stockholders' Deficit. Interest expense recorded in connection with the Convertible Notes was $2.6 million and $1.5 million for the nine months ended December 31, 2016 and 2015 , respectively, and $0.9 million for each of the three months ended December 31, 2016 and 2015 . On December 22, 2016, we entered into an exchange agreement pursuant to which we agreed to issue 450,000 shares of our Class A common stock, par value $0.001 per share, and warrants to purchase 200,000 shares of Class A Common Stock in exchange for $3.4 million principal amount of the Convertible Notes (the "Exchange Agreement"). The exchanged notes were immediately canceled. The warrants, which become exercisable six months after issuance, have a five -year term, an exercise price of $1.60 per share, and customary anti-dilution provisions. The exchange was consummated on December 23, 2016. The Convertible Notes exchange was accounted for as an induced conversion resulting from the issuance of shares of Class A Common Stock and warrants to purchase Class A Common Stock in excess of the shares that would have been issuable under the terms of the original Convertible Notes agreement. In accounting for the induced conversion, we recorded debt conversion expense of $0.4 million , representing the difference between the fair value of the shares and warrants issued in connection with the Exchange Agreement and the fair value of the shares that would have been issuable under the original terms of the Convertible Notes. As a result of the transaction, we removed the Convertible Notes totaling $3.4 million and recorded $3.8 million , representing the amount of the Convertible Notes that were canceled and the fair value of the total equity consideration offered to exchange the notes, to additional paid-in capital and accrued expenses for Class A common stock and warrants that were issued and issuable, respectively, as of December 31, 2016. Second Secured Lien Notes On July 14, 2016, we entered into a Second Lien Loan Agreement (the “Loan Agreement”), under which we may borrow up to $15.0 million , subject to certain limitations imposed on us regarding the number of shares that we may issue in connection with the loans. During the nine months ended December 31, 2016 , we borrowed an aggregate principal amount of $5.5 million under the Loan Agreement (the "Second Secured Lien Notes"), including $4.0 million borrowed from Ronald L. Chez, the lead lender in the transaction and a member of our Board of Directors, $0.5 million borrowed from our Chairman of the Board of Directors and Chief Executive Officer and $1.0 million from other third-party lenders. The Second Secured Lien Notes mature on June 30, 2019 and bear interest at 12.75% , payable 7.5% in cash and 5.25% in cash or in kind at our option. In addition, under the terms of the Loan Agreement, we are required to issue 98,000 shares of our Class A common stock for every $1 million borrowed, subject to pro rata adjustments. The Loans may be prepaid without premium or penalty and contain customary covenants, representations and warranties. The obligations under the Loans are guaranteed by certain of our existing and future subsidiaries. We have pledged substantially all of our assets, except those assets related to our digital cinema deployment business, to secure payment on the Second Secured Lien Notes. The Loan Agreement was amended on August 4, 2016 and on October 7, 2016 to facilitate subsequent borrowing transactions and clarify certain terms of the shares issuable in connection with the loans. In connection with the Second Secured Lien Notes, we issued 597,100 shares of our Class A common stock and warrants to purchase 200,000 shares of our Class A common stock to Mr. Chez, 49,000 shares of Class A common stock to Mr. McGurk and 4,900 shares of Class A common stock to another member of our Board of Directors during the nine months ended December 31, 2016 . In addition, we issued 100,450 shares of our Class A common stock to third-party lenders in consideration for Second Secured Lien Notes. The warrants granted to Mr. Chez were issued in two equal tranches of 100,000 underlying shares that have underlying exercise prices of $1.34 and $1.68 , respectively. The warrants contain a cashless exercise provision, are immediately exercisable and have a term of seven years. The warrants also contain customary anti-dilution rights. The values of the shares and warrants issued were $1.1 million and $0.1 million , respectively. The Class A common stock and warrants were negotiated with the lender as part of a bundled financing arrangement and, as a result, we have recorded their respective relative fair values as a debt discount. The proceeds of the transactions with Mr. Chez were allocated to the debt and warrants based on their respective relative fair values, with the relative fair value of the warrants recorded as a discount to the proceeds from the loans. The discount attributed to the Second Secured Lien Notes is being amortized over the life of the notes using the effective interest method. The warrants issued in the transaction were valued using the Black-Scholes Option Pricing Model assuming a 7 -year life, a risk free rate interest of 1.2% and an expected volatility of 73.3% . Cinedigm Credit Agreement On October 17, 2013, we entered into a credit agreement (the “Cinedigm Credit Agreement”) with Société Générale. Under the Cinedigm Credit Agreement, as amended in February 2015 and April 2015, we were permitted to borrow an aggregate principal amount of up to $55.0 million , including term loans of $25.0 million (the “Cinedigm Term Loans”) and revolving loans of up to $30.0 million (the “Cinedigm Revolving Loans”). Interest under the Cinedigm Term Loans was charged at a base rate plus 5.0% , or the Eurodollar rate plus 6.0% until the Cinedigm Term Loan was repaid on April 29, 2015 in connection with the Convertible Notes offering. The Cinedigm Revolving Loans bear interest at a base rate of 6.25% or the Eurodollar rate of 1.0% plus 4.0% . The Base rate, per annum, is equal to the highest of (a) the rate quoted by the Wall Street Journal as the “base rate on corporate loans by at least 75% of the nation’s largest banks,” (b) 0.50% plus the federal funds rate, and (c) the Eurodollar rate plus 4.0% . We repaid the entire outstanding balance of the Cinedigm Term Loans and amended the terms of the Cinedigm Revolving Loans in connection with our issuance of the Convertible Notes. In connection with the repayment of the Cinedigm Term Loans, we wrote-off certain unamortized debt issuance costs and the discount that remained on the balance of the note payable. As a result, we recorded $0.9 million as a loss on extinguishment of debt for the nine months ended December 31, 2015 . The April 2015 amendment to the Cinedigm Revolving Loans extended the term of the agreement to March 31, 2018, provided for the release of the equity interests in the subsidiaries that we had previously pledged as collateral, changed the interest rate and replaced all financial covenants with a single debt service coverage ratio test commencing at June 30, 2016 and a $5.0 million minimum liquidity covenant. The Cinedigm Revolving Loans, as amended, bear interest at Base Rate (as defined in the amendment) plus 3% or LIBOR plus 4% , at our election, but in no event may the elected Base Rate or LIBOR rate be less than 1% . We are permitted to repay the Cinedigm Revolving Loans, at our option, in whole or in part. In May 2016, we entered into an agreement with Société Générale (as Administrative Agent), which amended certain terms of the Cinedigm Credit Agreement (the “May 2016 Amendment”) primarily to increase the Company’s cash available for operations . The May 2016 Amendment also reduced the maximum principal amount available under the Cinedigm Credit Agreement from $30.0 million to $22.0 million . In July 2016, we entered into an amendment to the Credit Agreement, which, among other things, lowered the minimum liquidity requirement to $0.8 million . In addition, certain of our subsidiaries that are guarantors to the Credit Agreement entered into a Guaranty Supplement, pursuant to which certain of the subsidiaries guaranteed the Company’s obligations under the Credit Agreement and the subsidiaries pledged substantially all of their assets to secure such obligations. In addition the July 2016 amendment changed, (i) Eurodollar rate loans to Base plus 4.5% and base plus 3.5% for Base rate loans and (ii) the requirement for the debt service reserve account was eliminated and the maximum principal amount available to borrow was reduced from $22.0 million to $19.8 million . As of December 31, 2016 , $0.2 million in additional borrowings were available under the Cinedigm Revolving Loans. In connection with the Cinedigm Revolving Loans, we maintained a debt service reserve account in restricted cash for certain scheduled interest and principal payments due on the Cinedigm Revolving Loans and Convertible notes as of March 31, 2016 of $2.2 million . As a result of the July 2016 amendment to the Credit Agreement, no such reserve amount was required to be maintained as of December 31, 2016 . 2013 Notes In October 2013, we entered into securities purchase agreements with certain investors, pursuant to which we sold notes in the aggregate principal amount of $5.0 million (the “2013 Notes”) and warrants to purchase an aggregate of 150,000 shares of Class A Common Stock (the “2013 Warrants”) to such investors. We allocated a fair value of $1.6 million to the 2013 Warrants, which was recorded as a discount to the 2013 Notes and is being amortized through the maturity of the 2013 Notes as interest expense. The principal amount outstanding under the 2013 Notes is due on October 21, 2018. The 2013 Notes bear interest at 9.0% per annum, payable in quarterly installments over the term of the 2013 Notes. The 2013 Notes may be redeemed at any time, subject to certain premiums. On February 13, 2017, we obtained a waiver on a covenant under the Cinedigm Credit Agreement and Second Secured Lien Notes for the quarter ended December 31, 2016. We paid debt issuance costs of $1.8 million during the nine months ended December 31, 2016 , primarily related to the issuance of the Second Secured Lien Notes. |