Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

Commission File Number: 001-33401

 

 

CINEMARK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-5490327

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3900 Dallas Parkway  
Suite 500  
Plano, Texas   75093
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 665-1000

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of April 30, 2017, 116,422,453 shares of common stock were issued and outstanding.

 

 

 


Table of Contents

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

         Page  

PART I.

 

FINANCIAL INFORMATION

  

Item 1.

 

Financial Statements

  
 

Condensed Consolidated Balance Sheets as of March  31, 2017 and December 31, 2016 (unaudited)

     4  
 

Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and 2016 (unaudited)

     5  
 

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016 (unaudited)

     6  
 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (unaudited)

     7  
 

Notes to Condensed Consolidated Financial Statements (unaudited)

     8  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     24  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     33  

Item 4.

 

Controls and Procedures

     33  

PART II.

 

OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     34  

Item 1A.

 

Risk Factors

     34  

Item 6.

 

Exhibits

     34  

SIGNATURES

     35  

 

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Table of Contents

Cautionary Statement Regarding Forward-Looking Statements

Certain matters within this Quarterly Report on Form 10Q include “forward–looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” may include our current expectations, assumptions, estimates and projections about our business and our industry. They may include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. Forward-looking statements can be identified by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed February 23, 2017 and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such risk factors. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data, unaudited)

 

     March 31,     December 31,  
     2017     2016  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 584,318     $ 561,235  

Inventories

     17,394       16,961  

Accounts receivable

     69,368       74,993  

Current income tax receivable

     2,878       7,367  

Prepaid expenses and other

     33,910       15,761  
  

 

 

   

 

 

 

Total current assets

     707,868       676,317  

Theatre properties and equipment

     3,137,482       3,059,754  

Less: accumulated depreciation and amortization

     1,408,246       1,355,218  
  

 

 

   

 

 

 

Theatre properties and equipment, net

     1,729,236       1,704,536  

Other assets

    

Goodwill

     1,265,753       1,262,963  

Intangible assets - net

     333,844       334,899  

Investment in NCM

     204,762       189,995  

Investments in and advances to affiliates

     100,190       98,317  

Long-term deferred tax asset

     2,131       2,051  

Deferred charges and other assets - net

     39,542       37,555  
  

 

 

   

 

 

 

Total other assets

     1,946,222       1,925,780  
  

 

 

   

 

 

 

Total assets

   $ 4,383,326     $ 4,306,633  
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities

    

Current portion of long-term debt

   $ 7,099     $ 5,671  

Current portion of capital lease obligations

     21,985       21,139  

Current income tax payable

     30,238       5,071  

Current liability for uncertain tax positions

     10,535       10,085  

Accounts payable and accrued expenses

     369,661       401,259  
  

 

 

   

 

 

 

Total current liabilities

     439,518       443,225  

Long-term liabilities

    

Long-term debt, less current portion

     1,782,522       1,782,441  

Capital lease obligations, less current portion

     229,819       234,281  

Long-term deferred tax liability

     144,237       135,014  

Long-term liability for uncertain tax positions

     8,156       8,105  

Deferred lease expenses

     42,068       42,378  

Deferred revenue - NCM

     359,845       343,928  

Other long-term liabilities

     44,127       44,301  
  

 

 

   

 

 

 

Total long-term liabilities

     2,610,774       2,590,448  

Commitments and contingencies (see Note 15)

    

Equity

    

Cinemark Holdings, Inc.’s stockholders’ equity:

    

Common stock, $0.001 par value: 300,000,000 shares authorized, 120,932,628 shares issued and 116,422,453 shares outstanding at March 31, 2017 and 120,657,254 shares issued and 116,210,252 shares outstanding at December 31, 2016

  

 

121

 

 

 

121

 

Additional paid-in-capital

     1,131,683       1,128,442  

Treasury stock, 4,510,175 and 4,447,002 shares, at cost, at March 31, 2017 and December 31, 2016, respectively

     (76,105     (73,411

Retained earnings

     499,494       453,679  

Accumulated other comprehensive loss

     (233,473     (247,013
  

 

 

   

 

 

 

Total Cinemark Holdings, Inc.’s stockholders’ equity

     1,321,720       1,261,818  

Noncontrolling interests

     11,314       11,142  
  

 

 

   

 

 

 

Total equity

     1,333,034       1,272,960  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 4,383,326     $ 4,306,633  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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Table of Contents

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data, unaudited)

 

     Three months ended March 31,  
     2017     2016  

Revenues

    

Admissions

   $ 476,469     $ 435,820  

Concession

     268,224       237,815  

Other

     34,917       31,234  
  

 

 

   

 

 

 

Total revenues

     779,610       704,869  

Cost of operations

    

Film rentals and advertising

     252,818       232,914  

Concession supplies

     42,100       35,903  

Salaries and wages

     84,201       75,136  

Facility lease expense

     84,262       78,804  

Utilities and other

     88,357       81,377  

General and administrative expenses

     38,216       37,866  

Depreciation and amortization

     57,356       49,329  

Impairment of long-lived assets

     273       492  

(Gain) loss on sale of assets and other

     834       (1,779
  

 

 

   

 

 

 

Total cost of operations

     648,417       590,042  
  

 

 

   

 

 

 

Operating income

     131,193       114,827  

Other income (expense)

    

Interest expense

     (26,369     (28,059

Interest income

     1,333       1,352  

Foreign currency exchange gain

     1,589       1,886  

Loss on early retirement of debt

     —         (13,186

Distributions from NCM

     6,788       8,543  

Equity in income of affiliates

     10,060       7,142  
  

 

 

   

 

 

 

Total other expense

     (6,599     (22,322
  

 

 

   

 

 

 

Income before income taxes

     124,594       92,505  

Income taxes

     44,400       33,459  
  

 

 

   

 

 

 

Net income

   $ 80,194     $ 59,046  

Less: Net income attributable to noncontrolling interests

     466       521  
  

 

 

   

 

 

 

Net income attributable to Cinemark Holdings, Inc.

   $ 79,728     $ 58,525  
  

 

 

   

 

 

 

Weighted average shares outstanding

    

Basic

     115,629       115,245  
  

 

 

   

 

 

 

Diluted

     115,915       115,527  
  

 

 

   

 

 

 

Earnings per share attributable to Cinemark Holdings, Inc.’s common stockholders

 

Basic

   $ 0.68     $ 0.50  
  

 

 

   

 

 

 

Diluted

   $ 0.68     $ 0.50  
  

 

 

   

 

 

 

Dividends declared per common share

   $ 0.29     $ 0.27  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

 

     Three months ended March 31,  
     2017     2016  

Net income

   $ 80,194     $ 59,046  

Other comprehensive income (loss), net of tax

    

Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $0 and $118

     —         201  

Other comprehensive income (loss) of equity method investments

     198       (322

Foreign currency translation adjustments

     14,893       13,780  
  

 

 

   

 

 

 

Total other comprehensive income, net of tax

     15,091       13,659  
  

 

 

   

 

 

 

Total comprehensive income, net of tax

     95,285       72,705  

Comprehensive income attributable to noncontrolling interests

     (466     (530
  

 

 

   

 

 

 

Comprehensive income attributable to Cinemark Holdings, Inc.

   $ 94,819     $ 72,175  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

 

     Three months ended March 31,  
     2017     2016  

Operating activities

    

Net income

   $ 80,194     $ 59,046  

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation

     56,975       48,839  

Amortization of intangible and other assets and favorable/unfavorable leases

     381       490  

Amortization of long-term prepaid rents

     493       471  

Amortization of debt issue costs

     1,529       1,286  

Amortization of deferred revenues, deferred lease incentives and other

     (3,822     (5,243

Impairment of long-lived assets

     273       492  

Share based awards compensation expense

     3,241       5,118  

(Gain) loss on sale of assets and other

     834       (1,779

Write-off of unamortized debt issue costs associated with early retirement of debt

     —         2,369  

Deferred lease expenses

     (347     (440

Equity in income of affiliates

     (10,060     (7,142

Deferred income tax expenses

     8,889       (2,933

Distributions from equity investees

     12,049       8,086  

Changes in assets and liabilities and other

     (64     (40,947
  

 

 

   

 

 

 

Net cash provided by operating activities

     150,565       67,713  

Investing activities

    

Additions to theatre properties and equipment and other

     (91,187     (47,745

Acquisition of theatres in the U.S.

     —         (15,300

Proceeds from sale of theatre properties and equipment and other

     3,835       347  

Proceeds from sale of marketable securities

     —         13,451  

Investments in joint ventures and other

     (228     (12
  

 

 

   

 

 

 

Net cash used for investing activities

     (87,580     (49,259

Financing activities

    

Dividends paid to stockholders

     (33,760     (31,367

Payroll taxes paid as a result of restricted stock withholdings

     (2,694     (5,610

Proceeds from issuance of Senior Notes, net of discount

     —         222,750  

Retirement of Senior Subordinated Notes

     —         (200,000

Repayments of long-term debt

     —         (1,758

Payments of debt issue costs

     —         (3,675

Payments on capital leases

     (4,989     (4,572

Other

     (294     1,503  
  

 

 

   

 

 

 

Net cash used for financing activities

     (41,737     (22,729

Effect of exchange rate changes on cash and cash equivalents

     1,835       (372
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     23,083       (4,647

Cash and cash equivalents:

    

Beginning of period

     561,235       588,539  
  

 

 

   

 

 

 

End of period

   $ 584,318     $ 583,892  
  

 

 

   

 

 

 

 

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Table of Contents

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

1. The Company and Basis of Presentation

Cinemark Holdings, Inc. and subsidiaries (the “Company”) operates in the motion picture exhibition industry, with theatres in the United States (“U.S.”), Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay.

The accompanying condensed consolidated balance sheet as of December 31, 2016, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. Majority-owned subsidiaries that the Company has control of are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the condensed consolidated financial statements effective with their formation or from their dates of acquisition. Intercompany balances and transactions are eliminated in consolidation.

These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2016, included in the Annual Report on Form 10-K filed February 23, 2017 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results to be achieved for the full year.

 

2. New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). The purpose of ASU 2014-09 is to clarify the principles for recognizing revenue and create a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. The following subsequent Accounting Standards Updates either clarified or revised guidance set forth in ASU 2014-09:

 

    In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09. The guidance in ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

 

    In March 2016, the FASB issued Accounting Standards Update 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenues Gross versus Net), (“ASU 2016-08”). The purpose of ASU 2016-08 is to clarify the implementation of revenue recognition guidance related to principal versus agent considerations.

 

    In April 2016, the FASB issued Accounting Standards Update 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, (“ASU 2016-10”). The purpose of ASU 2016-10 is to clarify certain aspects of identifying performance obligations and licensing implementation guidance.

 

    In May 2016, the FASB issued Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, (“ASU 2016-12”).

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

 

The purpose of ASU 2016-12 is to address certain narrow aspects of Accounting Standards Codification (“ASC”) Topic 606 including assessing collectability, presentation of sales and other similar taxes, noncash considerations, contract modifications and completed contracts at transition.

 

    In December 2016, the FASB issued Accounting Standards Update 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, (“ASU 2016-20”). The purpose of ASU 2016-20 is to amend certain narrow aspects of the guidance issued in ASU 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples.

The amendments in these accounting standards updates may be applied either using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective or retrospectively to each period presented. Early adoption is permitted. The Company will adopt the amendments within these accounting standards updates in the first quarter of 2018. The Company is currently evaluating the impact of these accounting standards updates on its condensed consolidated financial statements, specifically with respect to the Company’s Exhibitor Services Agreement with NCM, loyalty program accounting, breakage income for stored value cards as well as other ancillary and contractual revenues.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842), (“ASU 2016-02”). The purpose of ASU 2016-02 is to provide financial statement users a better understanding of the amount, timing, and uncertainty of cash flows arising from leases. The adoption of ASU 2016-02 will result in the recognition of a right-of-use asset and a lease liability for most operating leases. New disclosure requirements include qualitative and quantitative information about the amounts recorded in the financial statements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 requires a modified retrospective transition by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective with the option to elect certain practical expedients. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-02 on its condensed consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”). The purpose of ASU 2016-09 is to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification of such activity on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that year. Prospective, retrospective, or modified retrospective application may be used dependent on the specific requirements of the amendments within ASU 2016-09. Effective January 1, 2017, the Company adopted ASU 2016-09 on a prospective basis (see Note 3). As such, prior periods have not been adjusted.

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments – a consensus of the FASB Emerging Issues Task Force, (“ASU 2016-15”). The purpose of ASU 2016-15 is to reduce the diversity in practice regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. A retrospective transition method should be used in the application of the amendments within ASU 2016-15. If retrospective application is considered impracticable, retrospective application may be used as of the earliest date practicable. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-15 on its condensed consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, (“ASU 2017-04”). The purpose of ASU 2017-04 is to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within that year. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of ASU 2017-04 on its condensed consolidated financial statements.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

3. Earnings Per Share

The Company considers its unvested restricted stock awards, which contain non-forfeitable rights to dividends, participating securities, and includes such participating securities in its computation of earnings per share pursuant to the two-class method. Basic earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two class method and the treasury stock method.

Effective January 1, 2017, the Company adopted ASU 2016-09 on a prospective basis. In accordance with the amendments in ASU 2016-09, the Company’s diluted earnings per share calculation for the three months ended March 31, 2017 excludes the estimated income tax benefits and deficiencies in the application of the treasury stock method. Excess income tax benefits or deficiencies related to share based awards are recognized as discrete items in the income statement during the period in which they occur. See Note 7 for a discussion of share based awards and related income tax benefits recognized during the three months ended March 31, 2017 and 2016.

The following table presents computations of basic and diluted earnings per share under the two-class method:

 

     Three Months Ended
March 31,
 
     2017      2016  

Numerator:

     

Net income attributable to Cinemark Holdings, Inc.

   $ 79,728      $ 58,525  

Earnings allocated to participating share-based awards (1)

     (382      (244
  

 

 

    

 

 

 

Net income attributable to common stockholders

   $ 79,346      $ 58,281  
  

 

 

    

 

 

 

Denominator (shares in thousands):

     

Basic weighted average common stock outstanding

     115,629        115,245  

Common equivalent shares for restricted stock units

     286        282  
  

 

 

    

 

 

 

Diluted

     115,915        115,527  
  

 

 

    

 

 

 

Basic earnings per share attributable to common stockholders

   $ 0.68      $ 0.50  
  

 

 

    

 

 

 

Diluted earnings per share attributable to common stockholders

   $ 0.68      $ 0.50  
  

 

 

    

 

 

 

 

(1) For the three months ended March 31, 2017 and 2016, a weighted average of approximately 559 and 485 shares of unvested restricted stock, respectively, were considered participating securities.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

4. Equity

Below is a summary of changes in stockholders’ equity attributable to Cinemark Holdings, Inc., noncontrolling interests and total equity for the three months ended March 31, 2017 and 2016:

 

     Cinemark
Holdings, Inc.
Stockholders’
Equity
     Noncontrolling
Interests
     Total
Equity
 

Balance at January 1, 2017

   $ 1,261,818      $ 11,142      $ 1,272,960  

Share based awards compensation expense

     3,241        —          3,241  

Stock withholdings related to share based awards that vested during the three months ended March 31, 2017

     (2,694      —          (2,694

Dividends paid to stockholders (1)

     (33,760      —          (33,760

Dividends accrued on unvested restricted stock unit awards (1)

     (153      —          (153

Dividends paid to noncontrolling interests

     —          (294      (294

Net income

     79,728        466        80,194  

Other comprehensive income in equity method investees

     198        —          198  

Foreign currency translation adjustments (see Note 11)

     13,342        —          13,342  
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2017

   $ 1,321,720      $ 11,314      $ 1,333,034  
  

 

 

    

 

 

    

 

 

 

 

     Cinemark
Holdings, Inc.
Stockholders’
Equity
     Noncontrolling
Interests
     Total
Equity
 

Balance at January 1, 2016

   $ 1,099,708      $ 11,105      $ 1,110,813  

Share based awards compensation expense

     5,118        —          5,118  

Stock withholdings related to share based awards that vested during the three months ended March 31, 2016

     (5,610      —          (5,610

Issuance of common stock related to restricted stock units that vested during the three months ended March 31, 2016

     1        —          1  

Tax benefit related to share based awards vesting

     1,724        —          1,724  

Dividends paid to stockholders (2)

     (31,367      —          (31,367

Dividends accrued on unvested restricted stock unit awards (2)

     (179      —          (179

Dividends paid to noncontrolling interests

     —          (220      (220

Net income

     58,525        521        59,046  

Fair value adjustments on interest rate swap agreements designated as hedges, net of settlements, net of taxes of $118

     201        —          201  

Gain realized on available-for-sale securities, net of taxes of $1,180

     (2,011      —          (2,011

Other comprehensive loss in equity method investees

     (322      —          (322

Foreign currency translation adjustments

     13,771        9        13,780  
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2016

   $ 1,139,559      $ 11,415      $ 1,150,974  
  

 

 

    

 

 

    

 

 

 

 

(1) The Company’s board of directors declared a cash dividend for the fourth quarter of 2016 in the amount of $0.29 per share of common stock payable to stockholders of record on March 8, 2017. The dividend was paid on March 20, 2017.
(2) The Company’s board of directors declared a cash dividend for the fourth quarter of 2015 in the amount of $0.27 per share of common stock payable to stockholders of record on March 7, 2016. The dividend was paid on March 18, 2016.

 

5. Investment in National CineMedia

The Company has an investment in National CineMedia, LLC (“NCM”). NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. Upon joining NCM, the Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM provides advertising and promotions to our theatres. As described further in Note 5 to the Company’s financial statements as included in its 2016 Annual Report on Form 10-K, on February 13, 2007, National CineMedia, Inc. (“NCM, Inc.”), an entity that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. In connection with the NCM Inc. initial public offering, the Company amended its operating agreement and the ESA. Following the NCM, Inc. IPO, the Company does not recognize undistributed equity in the earnings on its original NCM membership units

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

(referred to herein as the Company’s Tranche 1 Investment) until NCM’s future net earnings, less distributions received, surpass the amount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. The Company recognizes cash distributions it receives from NCM on its Tranche 1 Investment as a component of earnings as Distributions from NCM. The Company believes that the accounting model provided by ASC Topic 323-10-35-22 for recognition of equity investee losses in excess of an investor’s basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution.

Below is a summary of activity with NCM included in the Company’s condensed consolidated financial statements:

 

                 Distributions                    
     Investment
in NCM
    Deferred
Revenue
    from
NCM
    Equity in
Income
    Other
Revenue
    Cash
Received
 

Balance as of January 1, 2017

   $ 189,995     $ (343,928        

Receipt of common units due to annual common unit adjustment

     18,363       (18,363   $ —       $ —       $ —       $ —    

Revenues earned under ESA (1)

     —         —         —         —         (725     725  

Receipt of excess cash distributions

     (6,837     —         (6,788     —         —         13,625  

Equity in earnings

     3,241       —         —         (3,241     —         —    

Amortization of deferred revenue

     —         2,446       —         —         (2,446     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of and for the three month period ended March 31, 2017

   $ 204,762     $ (359,845   $ (6,788   $ (3,241   $ (3,171   $ 14,350  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)  Amount includes the per patron and per digital screen theatre access fees due to the Company, net of amounts paid to NCM for on-screen advertising time provided to the Company’s beverage concessionaire of approximately $3,042.

The Company made payments to NCM of approximately $18 and $22 during the three months ended March 31, 2017 and 2016, respectively, related to installation of certain equipment used for digital advertising, which is included in theatre properties and equipment on the condensed consolidated balance sheets.

Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCM, Inc. and the Company, AMC Entertainment, Inc. (“AMC”) and Regal Entertainment Group (“Regal”) (collectively, “Founding Members”), annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. As further discussed in Note 5 to the Company’s financial statements as included in its 2016 Annual Report on Form 10-K, the common units received are recorded at fair value as an increase in the Company’s investment in NCM with an offset to deferred revenue. The deferred revenue is amortized over the remaining term of the ESA. During March 2017, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, on March 30, 2017, the Company received an additional 1,487,218 common units of NCM, each of which is convertible into one share of NCM, Inc. common stock. The Company recorded the additional common units received at estimated fair value with a corresponding adjustment to deferred revenue of approximately $18,363. The fair value of the common units received was estimated based on the market price of NCM, Inc. stock at the time the common units were determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares. The deferred revenue will be recognized over the remaining term of the ESA, which is approximately 19 years.

As of March 31, 2017, the Company owned a total of 27,871,862 common units of NCM, representing an ownership interest of approximately 18%. The estimated fair value of the Company’s investment in NCM was approximately $352,021 based on NCMI’s stock price as of March 31, 2017 of $12.63 per share.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Below is summary financial information for NCM for the three months ended December 29, 2016 (the financial information for the three months ended March 30, 2017 is not yet available) and March 31, 2016:

 

     Quarter Ended
December 29, 2016
     Quarter Ended
March 31, 2016
 

Gross revenues

   $ 142,491      $ 76,242  

Operating income

   $ 72,269      $ 5,751  

Net income (loss)

   $ 59,642      $ (7,510

 

6. Other Investments

Below is a summary of activity for each of the Company’s other investments for the three months ended March 31, 2017:

 

     DCIP     AC JV,
LLC
     DCDC      Other     Total  

Balance at January 1, 2017

   $ 87,819     $ 5,980      $ 2,750      $ 1,768     $ 98,317  

Cash contributions

     228       —          —          —         228  

Cash distributions

     (5,212     —          —          —         (5,212

Equity in income

     5,375       858        586        —         6,819  

Equity in other comprehensive income

     198       —          —          —         198  

Other

     —         —          —          (160     (160
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at March 31, 2017

   $ 88,408     $ 6,838      $ 3,336      $ 1,608     $ 100,190  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Digital Cinema Implementation Partners LLC (“DCIP”)

On February 12, 2007, the Company, AMC and Regal entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. As of March 31, 2017, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting.

Below is summary financial information for DCIP for the three months ended March 31, 2017 and 2016:

 

     Three Months Ended  
     March 31, 2017      March 31, 2016  

Revenues

   $ 45,479      $ 40,644  

Operating income

   $ 27,934      $ 23,400  

Net income

   $ 24,142      $ 18,502  

The digital projection systems are being leased from Kasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company, under an operating lease with an initial term of twelve years that contains ten one-year fair value renewal options. The equipment lease agreement also contains a fair value purchase option. Under the equipment lease agreement, the Company pays annual rent of one thousand dollars per digital projection system. The Company may also be subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the agreements. Certain of the other rent payments are subject to either a monthly or an annual maximum. As of March 31, 2017, the Company had 3,794 digital projection systems being leased under the master equipment lease agreement with Kasima.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

The Company had the following transactions with DCIP, recorded in utilities and other on the condensed consolidated statements of income during the three months ended March 31, 2017 and 2016:

 

     Three Months Ended
March 31,
 
     2017      2016  

Equipment lease payments

   $ 1,369      $ 1,125  

Warranty reimbursements from DCIP

   $ (1,884    $ (1,324

Management services fees

   $ 206      $ 206  

AC JV, LLC

During December 2013, the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a new joint venture that now owns “Fathom Events” (consisting of Fathom Events and Fathom Consumer Events) formerly operated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators to provide additional programs to augment their feature film schedule. The Fathom Consumer Events business includes live and pre-recorded concerts featuring contemporary music, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live sporting events and other special events. The Company paid event fees of $3,369 and $2,930 to AC for the three months ended March 31, 2017 and 2016, respectively, which are included in film rentals and advertising costs on the condensed consolidated statements of income.

AC was formed by the AC Founding Members and NCM. NCM, under a contribution agreement, contributed the assets associated with its Fathom Events division to AC in exchange for 97% ownership of the Class A Units of AC. Under a separate contribution agreement, the Founding Members each contributed cash of approximately $268 to AC in exchange for 1% of the Class A Units of AC. Subsequently, NCM and the Founding Members entered into a Membership Interest Purchase Agreement, under which NCM sold each of the Founding Members 31% of its Class A Units in AC, the aggregate value of which was determined to be $25,000, in exchange for a six-year Promissory Note. Each of the Founding Members’ Promissory Notes were originally for $8,333, bear interest at 5% per annum and require annual principal and interest payments. The remaining outstanding balance of the note payable from the Company to AC as of March 31, 2017 was $4,167.

Digital Cinema Distribution Coalition

Digital Cinema Distribution Coalition (“DCDC”) is a joint venture among the Company, Universal, Warner Bros., AMC and Regal. DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $278 and $307 to DCDC during the three months ended March 31, 2017 and 2016, respectively, related to content delivery services provided by DCDC. These fees are included in film rentals and advertising costs on the condensed consolidated statements of income.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

7. Treasury Stock and Share Based Awards

Treasury Stock — Treasury stock represents shares of common stock repurchased or withheld by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of the Company’s treasury stock activity for the three months ended March 31, 2017:

 

     Number of
Treasury
Shares
     Cost  

Balance at January 1, 2017

     4,447,002      $ 73,411  

Restricted stock withholdings (1)

     62,318        2,694  

Restricted stock forfeitures

     855        —    
  

 

 

    

 

 

 

Balance at March 31, 2017

     4,510,175      $ 76,105  
  

 

 

    

 

 

 

 

(1) The Company withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. The Company determined the number of shares to be withheld based upon market values ranging from $40.40 to $44.44 per share.

As of March 31, 2017, the Company had no plans to retire any shares of treasury stock.

Restricted Stock – During the three months ended March 31, 2017, the Company granted 178,259 shares of restricted stock to employees. The fair value of the restricted stock granted was determined based on the market value of the Company’s common stock on the date of grant, which was $42.37 per share. The Company assumed a forfeiture rate of 10% for the restricted stock awards. The restricted stock granted to employees vests over a four year service period. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

Below is a summary of restricted stock activity for the three months ended March 31, 2017:

 

     Shares of
Restricted
Stock
     Weighted
Average
Grant Date
Fair Value
 

Outstanding at January 1, 2017

     606,618      $ 33.51  

Granted

     178,259      $ 42.37  

Vested

     (137,992    $ 36.18  

Forfeited

     (855    $ 36.55  
  

 

 

    

Outstanding at March 31, 2017

     646,030      $ 35.38  
  

 

 

    

Unvested restricted stock at March 31, 2017

     646,030      $ 35.38  
  

 

 

    

 

     Three Months Ended
March 31,
 
     2017      2016  

Compensation expense recognized during the period

   $ 2,127      $ 2,901  

Fair value of restricted shares that vested during the period

   $ 6,013      $ 12,742  

Income tax deduction upon vesting of restricted stock awards

   $ 1,972      $ 4,748  

As of March 31, 2017, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was $17,179 and the weighted average period over which this remaining compensation expense will be recognized is approximately three years.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Restricted Stock Units – During the three months ended March 31, 2017, the Company granted restricted stock units representing 175,634 hypothetical shares of common stock to employees. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) during the two fiscal year periods ending December 31, 2018 based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments as specified by the Compensation Committee prior to the grant date. The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. If the IRR for the two-year period is at least 7%, which is the threshold, one-third of the maximum restricted stock units vest. If the IRR for the two-year period is at least 9.5%, which is the target, two-thirds of the maximum restricted stock units vest. If the IRR for the two-year period is at least 13%, which is the maximum, 100% of the maximum restricted stock units vest. Grantees are eligible to receive a ratable portion of the common stock issuable if the IRR is within the targets previously noted. Further, as an example, if the Company achieves an IRR equal to 11%, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. All restricted stock units granted during 2017 will vest subject to an additional two-year service requirement and will be paid in the form of common stock if the participant continues to provide services through February 2021, which is the fourth anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from the grant date if, and at the time that, the restricted stock unit awards vest.

Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the three months ended March 31, 2017 at each of the three target levels of financial performance (excluding forfeiture assumptions):

 

     Number of
Shares
Vesting
     Value at
Grant
 

at IRR of at least 7%

     58,545      $ 2,481  

at IRR of at least 9.5%

     117,089      $ 4,961  

at IRR of at least 13%

     175,634      $ 7,442  

Due to the fact that the IRR for the two-year performance period could not be determined at the time of the 2017 grant, the Company estimated that the most likely outcome is the achievement of the target IRR level. The fair value of the restricted stock unit awards was determined based on the closing price of the Company’s common stock on the date of grant, which was $42.37 per share. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards. If during the service period, additional information becomes available to lead the Company to believe a different IRR level will be achieved for the two-year performance period, the Company will reassess the number of units that will vest for the grant and adjust its compensation expense accordingly on a prospective basis over the remaining service period.

 

     Three Months Ended March 31,  
     2017      2016  

Number of restricted stock unit awards that vested during the period

     97,115        143,872  

Fair value of restricted stock unit awards that vested during the period

   $ 4,155      $ 4,747  

Accumulated dividends paid upon vesting of restricted stock unit awards (1)

   $ 68      $ 404  

Compensation expense recognized during the period

   $ 1,114      $ 2,217  

Income tax benefit recognized upon vesting of restricted stock unit awards

   $ 1,745      $ 1,993  

 

(1) Additional dividends of approximately $244 were paid during April 2017 related to the restricted stock unit awards that vested during the three months ended March 31, 2017.

As of March 31, 2017, the estimated remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $10,390. The weighted average period over which this remaining compensation expense will be recognized is approximately 2 years. As of March 31, 2017, the Company had restricted stock units outstanding that represented a total of 628,189 hypothetical shares of common stock, net of actual cumulative forfeitures of 7,407 units, assuming the maximum IRR level is achieved for all grants outstanding.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

8. Goodwill and Other Intangible Assets - Net

The Company’s goodwill was as follows:

 

     U.S.
Operating
Segment
     International
Operating
Segment
     Total  

Balance at January 1, 2017 (1)

   $ 1,164,163      $ 98,800      $ 1,262,963  

Foreign currency translation adjustments

     —          2,790        2,790  
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2017 (1)

   $ 1,164,163      $ 101,590      $ 1,265,753  
  

 

 

    

 

 

    

 

 

 

 

(1) Balances are presented net of accumulated impairment losses of $214,031 for the U.S. operating segment and $27,622 for the international operating segment.

The Company evaluates goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the goodwill may not be fully recoverable. The Company evaluates goodwill for impairment at the reporting unit level and has allocated goodwill to the reporting unit based on an estimate of its relative fair value. Management considers the reporting unit to be each of its nineteen regions in the U.S. and seven countries internationally with Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala considered one reporting unit (the Company does not have goodwill recorded for all of its international locations).

For the year ended December 31, 2016, the Company performed a qualitative goodwill impairment assessment on all reporting units, in accordance with ASC Topic 350-20-35. No events or changes in circumstances occurred during the three months ended March 31, 2017 that indicated the carrying value of goodwill might exceed its estimated fair value.

Intangible assets consisted of the following:

 

     Balance at
January 1,

2017
     Amortization      Other (1)      Balance at
March 31,

2017
 
           

Intangible assets with finite lives:

           

Gross carrying amount

   $ 99,796      $ —        $ (1,123    $ 98,673  

Accumulated amortization

     (64,606      (1,216      1,162        (64,660
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net intangible assets with finite lives

   $ 35,190        (1,216      39      $ 34,013  

Intangible assets with indefinite lives:

           

Tradename

     299,709        —          122        299,831  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total intangible assets — net

   $ 334,899      $ (1,216    $ 161      $ 333,844  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Amounts represent foreign currency translation adjustments and write-off of a fully amortized favorable lease associated with a closed domestic theatre.

For the year ended December 31, 2016, the Company performed a qualitative assessment for all indefinite-lived tradename assets other than its tradename in Ecuador, for which the Company performed a quantitative assessment. For the year ended December 31, 2016, the Company also performed a quantitative test on its definite-lived tradename associated with the Rave theatres acquired in 2013. No events or changes in circumstances occurred during the three months ended March 31, 2017 that indicated the carrying value of indefinite-lived tradename assets might exceed their estimated fair values.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Estimated aggregate future amortization expense for intangible assets is as follows:

 

For the nine months ended December 31, 2017

   $ 3,710  

For the twelve months ended December 31, 2018

     4,835  

For the twelve months ended December 31, 2019

     3,973  

For the twelve months ended December 31, 2020

     4,304  

For the twelve months ended December 31, 2021

     2,189  

Thereafter

     15,002  
  

 

 

 

Total

   $ 34,013  
  

 

 

 

 

9. Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. See discussion of the Company’s long-lived asset impairment evaluation process in “Critical Accounting Policies” in its Annual Report on Form 10-K for the year ended December 31, 2016, filed February 23, 2017. As noted in the discussion, fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluations performed during the three months ended March 31, 2017 and 2016. As of March 31, 2017, the estimated aggregate fair value of the long-lived assets impaired during the three months ended March 31, 2017 was approximately $1,128.

The long-lived asset impairment charges recorded during each of the periods presented are specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.

 

     Three Months Ended
March 31,
 
     2017      2016  

United States theatre properties

   $ 273      $ 136  

International theatre properties

     —          356  
  

 

 

    

 

 

 

Impairment of long-lived assets

   $ 273      $ 492  
  

 

 

    

 

 

 

 

10. Fair Value Measurements

The Company determines fair value measurements in accordance with FASB ASC Topic 820: Fair Value Measurements (“ASC Topic 820”), which establishes a fair value hierarchy under which an asset or liability is categorized based on the lowest level of input significant to its fair value measurement. The levels of input defined by ASC Topic 820 are as follows:

Level 1 – quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date;

Level 2 – other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 – unobservable and should be used to measure fair value to the extent that observable inputs are not available.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

The Company did not have any assets or liabilities measured at fair value on a recurring basis under ASC Topic 820 as of December 31, 2016 or March 31, 2017.

Below is a reconciliation of the beginning and ending balance for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016:

 

     Liabilities(1)  
     2016  

Beginning balances - January 1

   $ 373  

Total loss included in accumulated other comprehensive loss

     14  

Settlements included in interest expense

     (334
  

 

 

 

Ending balances – March 31

   $ 53  
  

 

 

 

 

(1) The Company was previously party to an interest rate swap agreement, which expired in April 2016.

The Company estimates the fair value of its long-term debt using the market approach, which utilizes quoted market prices that fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820. The carrying value of the Company’s long-term debt was $1,822,966 as of March 31, 2017 and December 31, 2016, excluding unamortized debt discounts and debt issue costs. The fair value of the Company’s long-term debt was $1,840,777 and $1,850,212 as of March 31, 2017 and December 31, 2016, respectively.

The Company also uses the market approach for fair value measurements on a nonrecurring basis in the impairment evaluations of its long-lived assets (see Note 8 and Note 9). See additional explanation of fair value measurement techniques used for long-lived assets, goodwill and intangible assets in “Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed February 23, 2017. There were no changes in valuation techniques and there were no transfers in or out of Level 1, Level 2 or Level 3 during the three months ended March 31, 2017.

 

11. Foreign Currency Translation

The accumulated other comprehensive loss account in stockholders’ equity of $233,473 and $247,013 at March 31, 2017 and December 31, 2016, respectively, primarily includes cumulative foreign currency adjustments of $233,705 and $247,047, respectively, from translating the financial statements of the Company’s international subsidiaries.

All foreign countries where the Company has operations are non-highly inflationary, and the local currency is the same as the functional currency in all of the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss.

There has been a steady devaluation of the Argentine peso relative to the U.S. dollar in recent years. A highly inflationary economy is defined as an economy with a cumulative inflation rate of approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the functional currency of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. While the official cumulative inflation rate for Argentina over the last three years has not reached 100 percent, the Company will continue to monitor the inflation on a quarterly basis to determine whether remeasurement is necessary.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Below is a summary of the impact of translating the March 31, 2017 financial statements of the Company’s international subsidiaries:

 

     Exchange Rate as of      Other
Comprehensive
Income (Loss) for The

Three Months Ended
March 31, 2017
 

Country

   March 31, 2017      December 31, 2016     

Brazil

     3.15        3.26      $ 7,964  

Argentina

     15.42        16.04        2,617  

Peru

     3.29        3.45        2,039  

Colombia

     2,880.24        3,000.71        1,227  

Chile

     663.28        679.09        1,151  

All other

           (105
        

 

 

 
         $ 14,893  
        

 

 

 

During the three months ended March 31, 2017, the Company reclassified $1,551 of cumulative foreign currency translation adjustments, related to a Canadian subsidiary that was liquidated, from accumulated other comprehensive loss to foreign currency exchange gain on the condensed consolidated statement of income.

 

12. Supplemental Cash Flow Information

The following is provided as supplemental information to the condensed consolidated statements of cash flows:

 

     Three Months Ended
March 31,
 
     2017      2016  

Cash paid for interest

   $ 10,374      $ 15,503  

Cash paid for income taxes, net of refunds received

   $ 5,440      $ 6,259  

Noncash investing and financing activities:

     

Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment (1)

   $ (17,189    $ 3,055  

Investment in NCM – receipt of common units (see Note 5)

   $ 18,363      $ 11,111  

Dividends accrued on unvested restricted stock unit awards

   $ (153    $ (179

 

(1) Additions to theatre properties and equipment included in accounts payable as of March 31, 2017 and December 31, 2016 were $23,436 and $40,625, respectively.

 

13. Segments

The Company manages its international market and its U.S. market as separate reportable operating segments, with the international segment consisting of operations in Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenues. The Company uses Adjusted EBITDA, as shown in the table below, as the primary measure of segment profit and loss to evaluate performance and allocate its resources. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Below is a breakdown of selected financial information by reportable operating segment:

 

     Three Months Ended
March 31,
 
     2017      2016  

Revenues

     

U.S.

   $ 581,209      $ 543,915  

International

     202,068        164,175  

Eliminations

     (3,667      (3,221
  

 

 

    

 

 

 

Total revenues

   $ 779,610      $ 704,869  
  

 

 

    

 

 

 

Adjusted EBITDA (1)

     

U.S.

   $ 164,654      $ 143,633  

International

     47,226        41,014  
  

 

 

    

 

 

 

Total Adjusted EBITDA

   $ 211,880      $ 184,647  
  

 

 

    

 

 

 

Capital expenditures

     

U.S.

   $ 78,817      $ 41,198  

International

     12,370        6,547  
  

 

 

    

 

 

 

Total capital expenditures

   $ 91,187      $ 47,745  
  

 

 

    

 

 

 

 

(1) Distributions from equity method investees are reported entirely within the U.S. operating segment.

The following table sets forth a reconciliation of net income to Adjusted EBITDA:

 

     Three Months Ended  
   March 31,  
     2017      2016  

Net income

   $ 80,194      $ 59,046  

Add (deduct):

     

Income taxes

     44,400        33,459  

Interest expense (1)

     26,369        28,059  

Other income (2)

     (12,982      (10,380

Loss on early retirement of debt

     —          13,186  

Other cash distributions from equity investees (3)

     12,049        8,086  

Depreciation and amortization

     57,356        49,329  

Impairment of long-lived assets

     273        492  

(Gain) loss on sale of assets and other

     834        (1,779

Deferred lease expenses

     (347      (440

Amortization of long-term prepaid rents

     493        471  

Share based awards compensation expense

     3,241        5,118  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 211,880      $ 184,647  
  

 

 

    

 

 

 

 

(1) Includes amortization of debt issue costs.
(2) Includes interest income, foreign currency exchange gain and equity in income of affiliates and excludes distributions from NCM.
(3) Includes cash distributions received from equity investees that were recorded as a reduction of the respective investment balances.

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

Financial Information About Geographic Areas

Below is a breakdown of selected financial information by geographic area:

 

     Three Months Ended  
     March 31,  

Revenues

   2017      2016  

U.S.

   $ 581,209      $ 543,915  

Brazil

     94,699        71,509  

Other international countries

     107,369        92,666  

Eliminations

     (3,667      (3,221
  

 

 

    

 

 

 

Total

   $ 779,610      $ 704,869  
  

 

 

    

 

 

 

 

Theatre Properties and Equipment-net

   March 31,
2017
     December 31,
2016
 

U.S.

   $ 1,323,382      $ 1,306,643  

Brazil

     199,552        197,896  

Other international countries

     206,302        199,997  
  

 

 

    

 

 

 

Total

   $ 1,729,236      $ 1,704,536  
  

 

 

    

 

 

 

 

14. Related Party Transactions

The Company manages theatres for Laredo Theatres, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Lee Roy Mitchell is the Company’s Chairman of the Board and directly and indirectly owns approximately 8% of the Company’s common stock. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre revenues up to $50,000 and 3% of annual theatre revenues in excess of $50,000. The Company recorded $141 and $128 of management fee revenues during the three months ended March 31, 2017 and 2016, respectively. All such amounts are included in the Company’s condensed consolidated financial statements with the intercompany amounts eliminated in consolidation.

The Company has an Aircraft Time Sharing Agreement with Copper Beech Capital, LLC to use, on occasion, a private aircraft owned by Copper Beech Capital, LLC. Copper Beech Capital, LLC is owned by Mr. Mitchell and his wife, Tandy Mitchell. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Company reimburses Copper Beech Capital, LLC for the actual costs of fuel usage and the expenses of the pilots, landing fees, storage fees and similar expenses incurred during the trip. For the three months ended March 31, 2017 and 2016, the aggregate amounts paid to Copper Beech Capital, LLC for the use of the aircraft was $15 and $24, respectively.

The Company currently leases 14 theatres and one parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy. Raymond Syufy is one of the Company’s directors and is an officer of the general partner of Syufy. Of these 15 leases, 14 have fixed minimum annual rent. The one lease without minimum annual rent has rent based upon a specified percentage of gross sales as defined in the lease. For the three months ended March 31, 2017 and 2016, the Company paid total rent of $7,326 and $6,857, respectively, to Syufy.

 

15. Commitments and Contingencies

Joseph Amey, et al. v. Cinemark USA, Inc., Case No. 3:13cv05669, In the United States District Court for the Northern District of California, San Francisco Division. The case presents putative class action claims for damages and attorney’s fees arising from employee wage and hour claims under California law for alleged meal period, rest break, reporting time pay, unpaid wages, pay upon termination, and wage statements violations. The claims are also asserted as a representative action under the California Private Attorney General Act (“PAGA”). The Company

 

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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

 

denies the claims, denies that class certification is appropriate and denies that a PAGA representative action is appropriate, and is vigorously defending against the claims. The Company denies any violation of law and plans to vigorously defend against all claims. The Court recently determined that class certification is not appropriate and determined that a PAGA representative action is not appropriate. The plaintiff has appealed these rulings. The Company is unable to predict the outcome of the litigation or the range of potential loss.

Flagship Theatres of Palm Desert, LLC d/b/a Cinemas Palme D’Or v. Century Theatres, Inc., and Cinemark USA, Inc.; Superior Court of the State of California, County of Los Angeles. Plaintiff in this case alleges that the Company violated California antitrust and unfair competition laws by engaging in “circuit dealing” with various motion picture distributors and tortuously interfered with Plaintiff’s business relationships. Plaintiff seeks compensatory damages, trebling of those damages under California law, punitive damages, injunctive relief, attorneys’ fees, costs and interest. Plaintiff also alleges that the Company’s conduct ultimately resulted in closure of its theatre in June 2016. The Company denied the allegations. In 2008, the Company moved for summary judgment on Plaintiff’s claims, arguing primarily that clearances between the theatres at issue were lawful and that Plaintiff lacked proof sufficient to support certain technical elements of its antitrust claims. The trial court granted that motion and dismissed Plaintiff’s claims. Plaintiff appealed and, in 2011, the Court of Appeal reversed, holding, among other things, that Plaintiff’s claims were not about the illegality of clearances but were focused, instead, on “circuit dealing.” Having re-framed the claims in that manner, the Court of Appeal held that the trial court’s decision to limit discovery to the market where the theatres at issue operated was an error, as “circuit dealing” necessarily involves activities in different markets. Upon return to the trial court, the parties engaged in additional, broadened discovery related to Plaintiff’s “circuit dealing” claim. Thereafter, the Company moved again for summary judgment on all of Plaintiff’s claims. That new motion for summary judgment was pending when, on or about April 11, 2014, the trial court granted the Company’s motion for terminating sanctions and entered a judgment dismissing the case with prejudice. Plaintiff then appealed that second dismissal, seeking to have the judgment reversed and the case remanded to the trial court. The Court of Appeal issued a ruling on May 24, 2016, reversing the granting of terminating sanctions and instead imposed a lesser evidentiary and damages preclusion sanction. The case returned to the trial court on October 6, 2016. The Company has denied Plaintiff’s allegations and is vigorously defending these claims. The Company is unable to predict the outcome of this litigation or the range of potential loss.

The Company received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice. The CID relates to an investigation under Sections 1 and 2 of the Sherman Act. The Company also received CIDs from the Antitrust Section of the Office of the Attorney General of the State of Ohio and later from other states regarding similar inquiries under state antitrust laws. The CIDs request the Company to answer interrogatories, and produce documents, or both, related to the investigation of matters including film clearances, potential coordination and/or communication with other major theatre circuits and related joint ventures. The Company intends to fully cooperate with all federal and state government agencies. Although the Company does not believe that it has violated any federal or state antitrust or competition laws, it cannot predict the ultimate scope, duration or outcome of these investigations.

From time to time, the Company is involved in various other legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, landlord-tenant disputes, patent claims and contractual disputes, some of which are covered by insurance. The Company believes its potential liability with respect to proceedings currently pending is not material, individually or in the aggregate, to the Company’s financial position, results of operations and cash flows.

 

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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes and schedules included elsewhere in this report.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of March 31, 2017, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 13 to our condensed consolidated financial statements.

We generate revenues primarily from filmed entertainment box office receipts and concession sales with additional revenues from screen advertising sales and other revenue streams, such as vendor marketing promotions, meeting rentals and electronic video games located in some of our theatres. Our relationship with NCM has assisted us in expanding our offerings to domestic advertisers and broadening ancillary revenue sources. We also offer alternative entertainment, such as live and pre-recorded sports programs, concert events, the Metropolitan Opera, in-theatre gaming and other special events in our theatres through our joint venture, AC JV, LLC. Our Flix Media initiative has also allowed us to expand our screen advertising and alternative content within our international circuit and to other international exhibitors.

Films leading the box office during the quarter ended March 31, 2017 included the carryover of Rogue One: A Star Wars Story, Hidden Figures, La La Land and new releases such as Beauty and the Beast, Logan, The LEGO Batman Movie, Get Out, Split, Kong: Skull Island, Fifty Shades Darker and other films. Films scheduled for release during the remainder of 2017 include well-known franchise films such as Star Wars: The Last Jedi, Guardians of the Galaxy Vol. 2, Justice League, Spider Man: Homecoming, Despicable Me 3, Thor: Ragnarok, The Fate of the Furious, and Wonder Woman, among other films.

Film rental costs are variable in nature and fluctuate with our admissions revenues. Film rental costs as a percentage of revenues are generally higher for periods in which more blockbuster films are released. Advertising costs, which are expensed as incurred, are primarily fixed at the theatre level.

Concession supplies expense is variable in nature and fluctuates with our concession revenues. We purchase concession supplies to replace units sold. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain volume rates.

Although salaries and wages include a fixed cost component (i.e. the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages move in relation to revenues as theatre staffing is adjusted to respond to changes in attendance. In some international locations, staffing levels are also subject to local regulations.

Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certain of our leases are subject to percentage rent only while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease expense as a percentage of revenues is also affected by the number of theatres under operating leases, the number of theatres under capital leases and the number of fee-owned theatres.

Utilities and other costs include both fixed and variable costs and primarily include utilities, expenses for projection and sound equipment maintenance and monitoring, property taxes, janitorial costs, repairs and maintenance and security services.

 

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Table of Contents

Results of Operations

The following table sets forth, for the periods indicated, certain operating data and the percentage of revenues represented by certain items reflected in our condensed consolidated statements of income.

 

     Three Months Ended  
Operating data (in millions):    March 31,  
     2017     2016  

Revenues

    

Admissions

   $ 476.5     $ 435.8  

Concession

     268.2       237.8  

Other

     34.9       31.3  
  

 

 

   

 

 

 

Total revenues

   $ 779.6     $ 704.9  

Cost of operations

    

Film rentals and advertising

     252.8       232.9  

Concession supplies

     42.1       35.9  

Salaries and wages

     84.2       75.1  

Facility lease expense

     84.3       78.8  

Utilities and other

     88.4       81.4  

General and administrative expenses

     38.2       37.9  

Depreciation and amortization

     57.3       49.3  

Impairment of long-lived assets

     0.3       0.5  

(Gain) loss on sale of assets and other

     0.8       (1.8
  

 

 

   

 

 

 

Total cost of operations

     648.4       590.0  
  

 

 

   

 

 

 

Operating income

   $ 131.2     $ 114.9  
  

 

 

   

 

 

 

Operating data as a percentage of total revenues:

 

 

Revenues

    

Admissions

     61.1     61.8

Concession

     34.4     33.7

Other

     4.5     4.5
  

 

 

   

 

 

 

Total revenues

     100.0     100.0
  

 

 

   

 

 

 

Cost of operations (1)

    

Film rentals and advertising

     53.1     53.4

Concession supplies

     15.7     15.1

Salaries and wages

     10.8     10.7

Facility lease expense

     10.8     11.2

Utilities and other

     11.3     11.5

General and administrative expenses

     4.9     5.4

Depreciation and amortization

     7.4     7.0

Impairment of long-lived assets

     0.0     0.1

(Gain) loss on sale of assets and other

     0.1     (0.3 )% 

Total cost of operations

     83.2     83.7

Operating income

     16.8     16.3
  

 

 

   

 

 

 

Average screen count (month end average)

     5,898       5,805  
  

 

 

   

 

 

 

Average operating screen count (month end average)

     5,792       5,768  
  

 

 

   

 

 

 

Revenues per average screen (dollars)

   $ 132,182     $ 121,424  
  

 

 

   

 

 

 

 

(1) All costs are expressed as a percentage of total revenues, except film rentals and advertising, which are expressed as a percentage of admissions revenues and concession supplies, which are expressed as a percentage of concession revenues.

 

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Table of Contents

Three Months Ended March 31, 2017 versus March 31, 2016

Revenues. Total revenues increased $74.7 million to $779.6 million for the three months ended March 31, 2017 (“first quarter of 2017”) from $704.9 million for the three months ended March 31, 2016 (“first quarter of 2016”), representing a 10.6% increase. The table below, presented by reportable operating segment, summarizes our revenue performance and certain key performance indicators for the three months ended March 31, 2017 and 2016.

 

     U.S. Operating Segment     International Operating Segment     Consolidated  
                                             Constant
Currency(3)
                     
     2017      2016      %
Change
    2017      2016      %
Change
    2017      %
Change
    2017      2016      %
Change
 

Admissions revenues(1)

   $ 356.2      $ 337.5        5.5   $ 120.3      $ 98.3        22.4   $ 109.2        11.1   $ 476.5      $ 435.8        9.3

Concession revenues(1)

   $ 203.4      $ 184.0        10.5   $ 64.8      $ 53.8        20.4   $ 59.3        10.2   $ 268.2      $ 237.8        12.8

Other revenues(1)(2)

   $ 18.0      $ 19.2        (6.3 )%    $ 16.9      $ 12.1        39.7   $ 15.4        27.3   $ 34.9      $ 31.3        11.5

Total revenues (1)(2)

   $ 577.6      $ 540.7        6.8   $ 202.0      $ 164.2        23.0   $ 183.9        12.0   $ 779.6      $ 704.9        10.6

Attendance(1)

     46.5        44.5        4.5     27.8        28.0        (0.7 )%           74.3        72.5        2.5

Average ticket price(1)

   $ 7.66      $ 7.58        1.1   $ 4.33      $ 3.51        23.4   $ 3.93        12.0   $ 6.41      $ 6.01        6.7

Concession revenues per patron(1)

   $ 4.37      $ 4.13        5.8   $ 2.33      $ 1.92        21.4   $ 2.13        10.9   $ 3.61      $ 3.28        10.1

 

(1) Revenues and attendance amounts in millions. Average ticket price is calculated as admissions revenues divided by attendance. Concession revenues per patron is calculated as concession revenues divided by attendance.
(2) U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 13 to our condensed consolidated financial statements.
(3) Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2016. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.

 

    U.S. Admissions revenues increased $18.7 million due to a 4.5% increase in attendance and a 1.1% increase in average ticket price. The increase in concession revenues of $19.4 million was attributable to the 4.5% increase in attendance and a 5.8% increase in concession revenues per patron. The increase in attendance was due to the impact of luxury lounger conversions, new theatres and the strong slate of films in the first quarter of 2017. The increase in average ticket price was primarily due to price increases. The increase in concession revenues per patron was primarily due to price increases and incremental sales incidence. The decrease in other revenues was primarily due to revenues recognized in the first quarter of 2016 related to promotional benefits that were nonrecurring in nature.

 

    International. Admissions revenues increased $22.0 million as reported primarily due to a 23.4% increase in average ticket price, partially offset by a 0.7% decrease in attendance. Admissions revenues increased $10.9 million in constant currency, primarily due to a 12.0% increase in constant currency average ticket price, partially offset by the 0.7% decrease in attendance. Concession revenues increased $11.0 million as reported primarily due to a 21.4% increase in concession revenues per patron, partially offset by the 0.7% decrease in attendance. Concession revenues increased $5.5 million in constant currency, primarily due to a 10.9% increase in constant currency concession revenues per patron, partially offset by the 0.7% decrease in attendance. Average ticket price and concession revenues per patron increased primarily due to price increases, which was primarily driven by local inflation.

 

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Table of Contents

Cost of Operations. The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the three months ended March 31, 2017 and 2016.

 

     U.S. Operating Segment      International Operating Segment      Consolidated  
     2017      2016      2017      2016      Constant
Currency
2017 (1)
     2017      2016  

Film rentals and advertising

   $ 196.4      $ 187.6      $ 56.4      $ 45.3      $ 51.3      $ 252.8      $ 232.9  

Concession supplies

     28.1        24.9        14.0        11.0        12.8        42.1        35.9  

Salaries and wages

     63.2        58.7        21.0        16.4        19.5        84.2        75.1  

Facility lease expense

     61.4        59.9        22.9        18.9        20.7        84.3        78.8  

Utilities and other

     60.0        58.8        28.4        22.6        26.0        88.4        81.4  

 

(1) Constant currency expense amounts, which are non-GAAP measurements were calculated using the average exchange rate for the corresponding month for 2016. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.

 

    U.S. Film rentals and advertising costs were $196.4 million, or 55.1% of admissions revenues, for the first quarter of 2017 compared to $187.6 million, or 55.6% of admissions revenues, for the first quarter of 2016. The decrease in film rentals and advertising costs as a percentage of admissions revenues was due to the mix of films during the first quarter of 2017, with the box office consisting of more mid-tier ($150 million to $299 million) films and fewer blockbuster films. Concession supplies expense was $28.1 million, or 13.8% of concession revenues, for the first quarter of 2017 compared to $24.9 million, or 13.5% of concession revenues, for the first quarter of 2016. The increase in the concession supplies rate was primarily due to the impact of our expanded menu offerings at certain theatres.

Salaries and wages increased to $63.2 million for the first quarter of 2017 from $58.7 million for the first quarter of 2016 primarily due to minimum wage rate increases, new theatres and incremental staffing to support the 4.5% increase in attendance. Facility lease expense increased to $61.4 million for the first quarter of 2017 from $59.9 million for the first quarter of 2016 primarily due to new theatres. Utilities and other costs increased to $60.0 million for the first quarter of 2017 from $58.8 million for the first quarter of 2016 primarily due to increased utilities costs, janitorial service costs and security costs, most of which are due to new theatres.

 

    International. Film rentals and advertising costs were $56.4 million ($51.3 million in constant currency), or 46.9% of admissions revenues, for the first quarter of 2017 compared to $45.3 million, or 46.1% of admissions revenues, for the first quarter of 2016. Concession supplies expense was $14.0 million ($12.8 million in constant currency), or 21.6% of concession revenues, for the first quarter of 2017 compared to $11.0 million, or 20.4% of concession revenues, for the first quarter of 2016. The increase in the concession supplies rate was primarily due to the mix of concession products sold.

Salaries and wages increased to $21.0 million ($19.5 million in constant currency) for the first quarter of 2017 compared to $16.4 million for the first quarter of 2016. The as reported increase was due to limited flexibility in scheduling staff caused by shifting government regulations, the impact of changes in foreign currency exchange rates in certain countries in which we operate, new theatres and increased local currency wage rates. Facility lease expense increased to $22.9 million ($20.7 million in constant currency) for the first quarter of 2017 compared to $18.9 million for the first quarter of 2016. The as reported increase was due to the impact of changes in foreign currency exchange rates in certain countries in which we operate and new theatres. Utilities and other costs increased to $28.4 million ($26.0 million in constant currency) for the first quarter of 2017 compared to $22.6 million for the first quarter of 2016. The as reported increase was due to the impact of changes in foreign currency exchange rates in certain countries in which we operate, increases in repairs and maintenance expenses, utility expenses and new theatres.

 

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General and Administrative Expenses. General and administrative expenses increased to $38.2 million for the first quarter of 2017 compared to $37.9 million for the first quarter of 2016. The increase was primarily due to the impact of changes in foreign currency exchange rates in certain countries in which we operate and increased professional fees and travel expense, partially offset by a decrease in share based award compensation expense.

Depreciation and Amortization. Depreciation and amortization expense was $57.3 million during the first quarter of 2017 compared to $49.3 million during the first quarter of 2016. The increase was primarily due to new and remodeled theatres.

Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $0.3 million during the first quarter of 2017 compared to $0.5 million during the first quarter of 2016. The long-lived asset impairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. Impairment charges for the first quarter of 2017 impacted theatre properties in five of our twenty-six reporting units. See Note 9 to our condensed consolidated financial statements.

(Gain) Loss on Sale of Assets and Other. We recorded a loss on sale of assets and other of $0.8 million during the first quarter of 2017 compared to a gain of $1.8 million during the first quarter of 2016. The loss recorded during the first quarter of 2017 was primarily due to the retirement of theatre equipment related to theatre remodels, partially offset by gains related to the sale of excess land parcels. The gain recorded during the first quarter of 2016 included a gain on the sale of our investment in RealD stock, as we reclassified an accumulated unrealized holding gain from accumulated other comprehensive loss to the income statement upon RealD’s acquisition by a private equity firm. This gain was partially offset by the retirement of theatre equipment related to theatre closures and remodels.

Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $26.4 million during the first quarter of 2017 compared to $28.1 million during the first quarter of 2016. The decrease was due to the redemption of our previously outstanding $200.0 million 7.375% senior subordinated notes (the “7.375% Senior Subordinated Notes”) funded by a $225.0 million add-on to our 4.875% senior notes (the “4.875% Senior Notes), which occurred on March 21, 2016, as well as amendments to our senior secured credit facility completed during June and December of 2016, which, in the aggregate, reduced the rate at which our term loan accrues interest by 75 basis points.

Loss on Early Retirement of Debt. We recorded a loss on early retirement of debt of $13.2 million during the first quarter of 2016 due to the redemption of our previously outstanding $200.0 million 7.375% Senior Subordinated Notes. The redemption resulted in the payment of a make-whole premium at approximately 104% and accrued and unpaid interest and the write-off of debt issue costs related to the redeemed notes.

Foreign Currency Exchange Gain. We recorded a foreign currency exchange gain of approximately $1.6 million during the first quarter of 2017 compared to approximately $1.9 million during the first quarter of 2016. These amounts primarily represent the impact of changes in foreign currency exchange rates on intercompany transactions between our domestic subsidiaries and our international subsidiaries. See Note 11 to the condensed consolidated financial statements for further discussion.

Distributions from NCM. We recorded distributions from NCM of $6.8 million during the first quarter of 2017 compared to $8.5 million recorded during the first quarter of 2016, both of which were in excess of the carrying value of our Tranche 1 investment. See Note 5 to our condensed consolidated financial statements.

Equity in Income of Affiliates. We recorded equity in income of affiliates of $10.1 million during the first quarter of 2017 compared to $7.1 million during the first quarter of 2016. See Notes 5 and 6 to our condensed consolidated financial statements for information about our equity method investments.

Income Taxes. We recorded income tax expense of $44.4 million for the first quarter of 2017 compared to $33.5 million for the first quarter of 2016. The effective tax rate was approximately 35.6% for the first quarter of 2017 compared to 36.2% for the first quarter of 2016. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

 

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Liquidity and Capital Resources

Operating Activities

We primarily collect our revenues in cash, mainly through box office receipts and the sale of concessions. In addition, nearly all of our theatres also provide the patron a choice of using a credit card, debit card or advanced-sale type certificates such as a gift card. Because our revenues are received in cash prior to the payment of related expenses, we have an operating “float” and historically have not required traditional working capital financing. Cash provided by operating activities was $150.6 million for the three months ended March 31, 2017 compared to $67.7 million for the three months ended March 31, 2016. Cash provided by operating activities for the three months ended March 31, 2017 was higher primarily due to increased net income and the timing of payments made to vendors during the respective quarter.

Investing Activities

Our investing activities have been principally related to the development, remodel and acquisition of theatres. New theatre openings and acquisitions historically have been financed with internally generated cash and by debt financing, including borrowings under our senior secured credit facility.    Cash used for investing activities was $87.6 million for the three months ended March 31, 2017 compared to $49.3 million for the three months ended March 31, 2016.

Capital expenditures for the three months ended March 31, 2017 and 2016 were as follows (in millions):

 

Period

   New
Properties
     Existing
Properties
     Total  

Three Months Ended March 31, 2017

   $ 16.8      $ 74.4      $ 91.2  

Three Months Ended March 31, 2016

   $ 13.5      $ 34.2      $ 47.7  

Capital expenditures for existing properties in the table above includes the costs of remodeling certain of our existing theatres to include Luxury Loungers and expanded concession offerings. During the three months ended March 31, 2017 and 2016, we had an average of 106 and 37 of our domestic screens, respectively, temporarily closed for such remodels.

Our U.S. theatre circuit consisted of 337 theatres with 4,541 screens at March 31, 2017. During the three months ended March 31, 2017, we closed two theatres with 18 screens. At March 31, 2017, we had signed commitments to open four new theatres with 38 screens in domestic markets during the remainder of 2017 and open eight new theatres with 87 screens subsequent to 2017. We estimate the remaining capital expenditures for the development of these 125 domestic screens will be approximately $86.1 million.

Our international theatre circuit consisted of 188 theatres with 1,353 screens at March 31, 2017. During the three months ended March 31, 2017, we built one new theatre and nine screens. At March 31, 2017, we had signed commitments to open three new theatres with 25 screens in international markets during the remainder of 2017 and open four new theatres with 19 screens subsequent to 2017. We estimate the remaining capital expenditures for the development of these 44 international screens will be approximately $16.2 million.

Actual expenditures for continued theatre development and acquisitions are subject to change based upon the availability of attractive opportunities. We plan to fund capital expenditures for our continued development with cash flow from operations, borrowings under our senior secured credit facility, and proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

Financing Activities

Cash used for financing activities was $41.7 million for the three months ended March 31, 2017 compared to $22.7 million for the three months ended March 31, 2016. Financing activities for the three months ended March 31, 2016 included the redemption of Cinemark USA, Inc.’s $200.0 million 7.375% Senior Subordinated Notes with proceeds from the issuance of a $225.0 million add-on to Cinemark USA, Inc.’s existing 4.875% Senior Notes.

We, at the discretion of the board of directors and subject to applicable law, anticipate paying regular quarterly dividends on our common stock. The amount, if any, of the dividends to be paid in the future will depend upon our then available cash, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, future prospects for earnings and cash flows, as well as other relevant factors.

 

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We may from time to time, subject to compliance with our debt instruments, purchase our debt securities on the open market depending upon the availability and prices of such securities.

Long-term debt consisted of the following as of March 31, 2017 (in millions):

 

Cinemark USA, Inc. term loan

   $ 663.8  

Cinemark USA, Inc. 5.125% senior notes due 2022

     755.0  

Cinemark USA, Inc. 4.875% senior notes due 2023

     400.0  

Other

     4.2  
  

 

 

 

Total long-term debt

   $ 1,823.0  

Less current portion

     7.1  
  

 

 

 

Subtotal long-term debt, less current portion

   $ 1,815.9  

Less: Debt discounts and debt issuance costs

     33.4  
  

 

 

 

Long-term debt, less current portion, net of debt issuance costs

   $ 1,782.5  
  

 

 

 

As of March 31, 2017, Cinemark USA, Inc. had $100.0 million in available borrowing capacity on its revolving credit line.

Contractual Obligations

There have been no material changes in our contractual obligations previously disclosed in “Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed February 23, 2017.

Off-Balance Sheet Arrangements

Other than the operating leases and purchase commitments disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 filed February 23, 2017, we do not have any new off-balance sheet arrangements.

Senior Secured Credit Facility

Cinemark USA, Inc. has a senior secured credit facility that includes a seven year $700.0 million term loan and a five year $100.0 million revolving credit line (collectively referred to as the “Credit Agreement”). Quarterly principal payments in the amount of $1.75 million are due on the term loan through March 31, 2022, with the remaining principal of $635.3 million due on May 8, 2022. The maturity date for the revolving credit line is December 18, 2017.

On June 13, 2016 and December 15, 2016, Cinemark USA, Inc. amended its Credit Agreement to reduce the rate at which the term loan bears interest by 0.25% and then an additional 0.50%, respectively.

Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of 1.25% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of 2.25% per annum. Interest on the revolving credit line accrues, at our option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin that ranges from 1.00% to 1.75% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from 2.00% to 2.75% per annum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement.

 

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Cinemark USA, Inc.’s obligations under the Credit Agreement are guaranteed by Cinemark Holdings, Inc. and certain of Cinemark USA, Inc.’s domestic subsidiaries and are secured by mortgages on certain fee and leasehold properties and security interests in substantially all of Cinemark USA, Inc.’s and the guarantors’ personal property, including, without limitation, pledges of all of Cinemark USA, Inc.’s capital stock, all of the capital stock of certain of Cinemark USA, Inc.’s domestic subsidiaries and 65% of the voting stock of certain of its foreign subsidiaries.

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on Cinemark USA, Inc.’s ability, and in certain instances, its subsidiaries’ and our ability, to consolidate or merge or liquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; pay dividends or repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving credit line, it is required to satisfy a consolidated net senior secured leverage ratio covenant as defined in the Credit Agreement.

The dividend restriction contained in the Credit Agreement prevents the Company and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined amounts. As of March 31, 2017, Cinemark USA, Inc. could have distributed up to approximately $2,465.2 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the Credit Agreement, subject to its available cash and other borrowing restrictions outlined in the agreement.

At March 31, 2017, there was $663.8 million outstanding under the term loan and no borrowings outstanding under the revolving credit line. Cinemark USA, Inc. had $100.0 million in available borrowing capacity on the revolving credit line. The average interest rate on outstanding term loan borrowings under the Credit Agreement at March 31, 2017 was approximately 3.2% per annum.

Cinemark USA, Inc. 5.125% Senior Notes

On December 18, 2012, Cinemark USA, Inc. issued $400.0 million aggregate principal amount of 5.125% senior notes due 2022, at par value (the “5.125% Senior Notes”). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of each year. The 5.125% Senior Notes mature on December 15, 2022.

The indenture to the 5.125% Senior Notes contains covenants including limitations on the amount of dividends that could be paid by Cinemark USA, Inc. As of March 31, 2017, Cinemark USA, Inc. could have distributed up to approximately $2,375.7 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 5.125% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. The indenture allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of March 31, 2017 was approximately 6.1 to 1.

 

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Cinemark USA, Inc. 4.875% Senior Notes

On May 24, 2013, Cinemark USA, Inc. issued $530.0 million aggregate principal amount of the 4.875% Senior Notes due 2023, at par value. On March 21, 2016, Cinemark USA, Inc. issued an additional $225.0 million aggregate principal amount of the 4.875% Senior Notes at 99.0% of the principal amount plus accrued and unpaid interest from December 1, 2015. Proceeds, after payment of fees, were used to finance the redemption of Cinemark, USA, Inc.’s $200.0 million 7.375% Senior Subordinated Notes. These additional notes have identical terms, other than the issue date, the issue price and the first interest payment date, and constitute part of the same series as the Company’s existing 4.875% Senior Notes. Interest on the 4.875% Senior Notes is payable on June 1 and December 1 of each year. The 4.875% Senior Notes mature on June 1, 2023.

The indenture to the 4.875% Senior Notes contains covenants that include limitations on the amount of dividends that Cinemark USA, Inc. can pay. As of March 31, 2017, Cinemark USA, Inc. could have distributed up to approximately $2,370.9 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. The indenture allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of March 31, 2017 was approximately 6.1 to 1.

Covenant Compliance

As of March 31, 2017, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

Seasonality

Our revenues have historically been seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, the most successful motion pictures have been released during the summer, extending from May to July, and during the holiday season, extending from early November through year-end. The unexpected emergence of a hit film during other periods can alter this seasonality trend. The timing of such film releases can have a significant effect on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or for the same period in the following year.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to financial market risks, including changes in interest rates, foreign currency exchange rates and other relevant market prices.

Interest Rate Risk

We are currently party to a variable rate debt facility. An increase or decrease in interest rates would affect our interest expense relating to our variable rate debt. At March 31, 2017, we had an aggregate of approximately $663.8 million of variable rate debt outstanding. Based on the interest rates in effect on the variable rate debt outstanding at March 31, 2017, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately $6.6 million.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of March 31, 2017:

 

     Expected Maturity for the Twelve-Month Periods Ending March 31,      Average  
     (in millions)      Interest  
     2018      2019      2020      2021      2022      Thereafter      Total      Fair Value      Rate  

Fixed rate

   $ 1.4      $ 1.4      $ 1.4      $ —        $ —        $ 1,155.0      $ 1,159.2      $ 1,172.8        5.0

Variable rate

     5.7        5.7        5.7        5.7        5.7        635.3        663.8        668.0        3.2
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total debt

   $ 7.1      $ 7.1      $ 7.1      $ 5.7      $ 5.7      $ 1,790.3      $ 1,823.0      $ 1,840.8     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Foreign Currency Exchange Rate Risk

Other than the devaluation of the Argentina peso, discussed in Note 11, there have been no material changes in foreign currency exchange rate risk previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed February 23, 2017.

 

Item 4. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of March 31, 2017, we carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2017, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended March 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

There have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed February 23, 2017.

 

Item 1A. Risk Factors

There have been no material changes from risk factors previously disclosed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 filed February 23, 2017.

 

Item 6. Exhibits

 

+*10.1   Third Amended and Restated Non-Employee Director Compensation Policy effective February 15, 2017.
  *31.1   Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  *31.2   Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  *32.1   Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
  *32.2   Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
* 101   Financial Statements from the quarterly report on Form 10-Q of Cinemark Holdings, Inc. for the quarter ended March 31, 2017, filed May 3, 2017, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements tagged as detailed text.

 

+ Any management contract, compensatory plan or arrangement.
* filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      CINEMARK HOLDINGS, INC.
      Registrant
DATE: May 3, 2017      
     

/s/ Mark Zoradi

      Mark Zoradi
      Chief Executive Officer
     

/s/ Sean Gamble

      Sean Gamble
      Chief Financial Officer

 

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EXHIBIT INDEX

 

+*10.1   Third Amended and Restated Non-Employee Director Compensation Policy effective February 15, 2017.
  *31.1   Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  *31.2   Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  *32.1   Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
  *32.2   Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.
* 101   Financial Statements from the quarterly report on Form 10-Q of Cinemark Holdings, Inc. for the quarter ended March 31, 2017, filed May 3, 2017, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements tagged as detailed text.

 

+ Any management contract, compensatory plan or arrangement.
* filed herewith.
EX-10.1

EXHIBIT 10.1

CINEMARK HOLDINGS, INC.

THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR

COMPENSATION POLICY

Effective as of February 15, 2017

 

Introduction:   

In order to advance the interests of Cinemark Holdings, Inc. (the “Company”) and its stockholders by aligning the interests of the Company and its stockholders with Non-Employee Directors and enhancing the ability of the Company and its Subsidiaries to attract and retain qualified Non-Employee Directors, the Company has adopted this Non-Employee Director Compensation Policy (this “Policy”), by which Non-Employee Directors are compensated for their service to the Company.

Eligibility:   

Only those members of the Company’s board of directors (the “Board”) who constitute Non-Employee Directors are eligible to receive compensation under this Policy. For purposes of this Policy, “Non-Employee Director” means any member of the Board of Directors of the Company (the “Board”) who (i) is not an employee of the Company or any of its Subsidiaries; and (ii) is not an employee of any the Company’s stockholders with contractual rights to nominate directors (a “Significant Stockholder”). Directors who are employees of the Company, any of its Subsidiaries, or any of its Significant Stockholders are not entitled to additional compensation on account of such director’s service on the Board. In addition, no additional compensation shall be paid to any member of the Board who serves as a director of any subsidiary of the Company.

Cash Compensation:    Each Non-Employee Director shall be entitled to receive the following annual compensation (as applicable to such Non-Employee Director) in connection with the service of such Non-Employee Director as a member of the Board:
   (a)    A base director retainer of $60,000;
   (b)    An additional retainer of $35,000 if such Non-Employee Director serves as the Lead Director;
   (c)    An additional retainer of $20,000 if such Non-Employee Director serves as the chairman of the Audit Committee of the Board (the “Audit Committee”);
   (d)    An additional retainer of $10,000 if such Non-Employee Director serves as a member of the Audit Committee, other than the chairman of the Audit Committee;


  

(e)

   An additional retainer of $15,000 if such Non-Employee Director serves as the chairman of the Compensation Committee of the Board (the “Compensation Committee”);
   (f)    An additional retainer of $10,000 if such Non-Employee Director serves as a member of the Compensation Committee, other than the chairman of the Compensation Committee;
   (g)    An additional retainer of $10,000 if such Non-Employee Director serves as the chairman of the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”);
   (h)    An additional retainer of $7,500 if such Non-Employee Director serves as a member of the Governance Committee;
   (i)    An additional retainer of $10,000 if such Non-Employee Director serves as the chairman of the Strategic Planning Committee of the Board;
   (j)    An additional retainer of $5,000 if such Non-Employee Director serves as a member of the Strategic Planning Committee;
   (k)    An additional retainer of $10,000 if such Non-Employee Director serves as the chairman of the New Ventures Committee of the Board; and
   (l)    An additional retainer of $5,000 if such Non-Employee Director serves as a member of the New Ventures Committee.
Cash Payment:    Each Non-Employee Director shall be paid the amount of cash retainer applicable to such Non-Employee Director in four (4) equal quarterly payments to be made on the fifth (5th) business day following the end of each fiscal quarter of the Company during which such Non-Employee Director has continuously served as a member of the Board (or applicable committee of the Board), or as soon thereafter as is administratively possible. Notwithstanding anything in this Policy to the contrary, in the event a Non-Employee Director assumes or vacates a position on the Board or one of its committees during a quarter, such Non-Employee Director shall be entitled to a prorated portion of the cash compensation for such position for that quarter based on the percentage of days in that quarter during which such Non-Employee Director served in the position for which the cash retainer is payable under this Policy.
Expense Reimbursement:    All Non-Employee Directors shall be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to attending meetings of the Board or committees thereof or in connection with other Board related business. The Company shall also reimburse directors for attendance at director continuing education programs that

 

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   are relevant to their service on the Board and which attendance is pre-approved by the chairman of the Nominating and Corporate Governance Committee or chairman of the Board. The Company shall make reimbursement to a Non-Employee Director within a reasonable amount of time following submission by the Non-Employee Director of reasonable written substantiation for the expenses.
Restricted Shares:    Promptly following the initial election of a Non-Employee Director to the Board, or promptly following a Board member meeting the criteria of a Non-Employee Director, such Non-Employee Director shall receive a grant of Restricted Shares of the Company’s Common Stock valued at $115,000 (the “Initial Award”) and thereafter, promptly following the anniversary of the date of election to the Board a continuing Non-Employee Director shall receive a grant of Restricted Shares of the Company’s Common Stock valued at $115,000 (the “Annual Award”) on June 15 of every year. The valuation date of the Restricted Shares will be the date of grant of such Restricted Shares. The number of Restricted Shares to be issued will be determined by dividing $115,000 by the Fair Market Value of a share of Common Stock on the valuation date. The Initial Award shall vest on a date determined by the Board and each Annual Award shall vest on the first anniversary of the date of the grant, subject to the Non-Employee Director’s continued service to the Company through the vesting dates. All grants of Restricted Shares shall be made pursuant to the Company’s current equity incentive plan. The descriptions of these grants set forth above are qualified in their entirety by reference to the equity incentive plan and the applicable Restricted Share Award Agreement issued thereunder.
Annual Review:    This Policy shall be reviewed annually by the Compensation Committee and modified as necessary to ensure its terms remain consistent with the stated interests of the Company and its stockholders. The Compensation Committee shall have the power to construe this Policy to determine all questions arising thereunder, and to adopt and amend such rules and regulations for the administration of this Policy as it may deem desirable. The Compensation Committee shall determine the members of the Board who qualify as Non-Employee Directors and are eligible to receive compensation under the terms of this Policy. Any decisions of the Compensation Committee in the administration of this Policy shall be final and conclusive. The Compensation Committee may authorize one or more of its members or any officer of the Company to execute and deliver documents on its behalf. No member of the Compensation Committee shall be liable for anything done or omitted to be done by such member or by any other member of the Board or the Compensation Committee in connection with this Policy, except for such member’s own willful misconduct or gross negligence (unless the Company’s Certificate of Incorporation or

 

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   Bylaws, or any indemnification agreement between the Company and such person, in each case in accordance with applicable law, provides otherwise). The Compensation Committee shall have the power to engage outside consultants, auditors or other professional help to assist in the fulfillment of the duties of the Compensation Committee under this Policy at the Company’s expense.
Capitalized Terms:    Capitalized terms used not defined in this Policy have the meanings ascribed to them in the Amended and Restated Plan.

 

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IN WITNESS WHEREOF, upon authorization of the Compensation Committee of the Board, the undersigned has caused this Cinemark Holdings, Inc. Third Amended and Restated Non-Employee Director Compensation Policy, to be executed effective on the 15th day of February, 2017.

 

CINEMARK HOLDINGS, INC.
By:  

/s/ Michael D. Cavalier

Name:   Michael D. Cavalier
Title:   Executive VP-General Counsel and Secretary
EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE

SARBANES - OXLEY ACT OF 2002

I, Mark Zoradi, certify that:

1. I have reviewed this report on Form 10-Q of Cinemark Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 3, 2017
By:  

/s/ Mark Zoradi

Mark Zoradi
Chief Executive Officer

 

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE

SARBANES – OXLEY ACT OF 2002

I, Sean Gamble, certify that:

1. I have reviewed this report on Form 10-Q of Cinemark Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017

 

By:  

/s/ Sean Gamble

Sean Gamble
Chief Financial Officer

 

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE

SARBANES - OXLEY ACT OF 2002

This certification is provided pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2017 of Cinemark Holdings, Inc. (the “Issuer”).

I, Mark Zoradi, the Chief Executive Officer of Issuer certify that to the best of my knowledge:

 

  (i) the Form 10-Q fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

  (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: May 3, 2017

 

/s/ Mark Zoradi

Mark Zoradi
Chief Executive Officer

Subscribed and sworn to before me this 3rd day of May 2017.

 

/s/ Christi Reschman

Name:   Christi Reschman
Title:   Notary Public

My commission expires: 9/26/2017

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.2

EXHIBIT 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE

SARBANES – OXLEY ACT OF 2002

This certification is provided pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2017 of Cinemark Holdings, Inc. (the “Issuer”).

I, Sean Gamble, the Chief Financial Officer of Issuer certify that to the best of my knowledge:

 

  (i) the Form 10-Q fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

 

  (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: May 3, 2017

 

/s/ Sean Gamble

Sean Gamble

Chief Financial Officer

Subscribed and sworn to before me this 3rd day of May 2017.

 

/s/ Christi Reschman

Name:   Christi Reschman
Title:   Notary Public

My commission expires: 9/26/2017

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.