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SEC Filings

CINEMARK HOLDINGS, INC. filed this Form 10-Q on 08/09/2016
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In thousands, except share and per share data


Issuance of Additional 4.875% Senior Notes

On March 21, 2016, Cinemark USA, Inc. issued an additional $225,000 aggregate principal amount of 4.875% senior notes due 2023 (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 $200,000 7.375% senior subordinated notes due 2021 (the “7.375% Senior Subordinated Notes”), as discussed below. 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 Cinemark USA, Inc.’s existing 4.875% Senior Notes. The aggregate principal amount of $755,000 of 4.875% Senior Notes mature on June 1, 2023. The Company incurred debt issue costs of approximately $3,702 in connection with the issuance of the additional notes, which, along with the discount of $2,250, are reflected as a reduction of long term debt, net of accumulated amortization, as of June 30, 2016.

On April 5, 2016, Cinemark USA, Inc. and its guarantor subsidiaries filed a registration statement with the Securities and Exchange Commission (the “Commission”), pursuant to which Cinemark USA, Inc. offered to exchange the additional 4.875% Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, that do not contain terms restricting the transfer thereof or providing for registration rights. The registration statement was declared effective April 18, 2016, and the notes were exchanged on May 17, 2016.

Redemption of 7.375% Senior Subordinated Notes

On March 21, 2016, Cinemark USA, Inc. redeemed its $200,000 7.375% Senior Subordinated Notes at a make-whole premium of approximately 104% plus accrued and unpaid interest, utilizing the proceeds from the issuance of the additional $225,000 Cinemark USA, Inc. 4.875% Senior Notes discussed above. As a result of the redemption, the Company wrote-off approximately $2,369 in unamortized debt issue costs, paid the make-whole premium of $9,444 and paid other fees of $1,222, all of which are reflected in loss on debt amendments and refinancing during the six months ended June 30, 2016.

Fair Value of Long-Term Debt

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 FASB ASC Topic 820-10-35, Fair Value Measurement. The carrying value of the Company’s long-term debt was $1,824,355 and $1,814,572 as of June 30, 2016 and December 31, 2015, respectively, excluding unamortized debt discounts and debt issue costs. The fair value of the Company’s long-term debt was $1,836,903 and $1,806,276 as of June 30, 2016 and December 31, 2015, respectively.

5. Equity

Below is a summary of changes in stockholders’ equity attributable to Cinemark Holdings, Inc., noncontrolling interests and total equity for the six months ended June 30, 2016 and 2015:


     Holdings, Inc.                
     Stockholders’      Noncontrolling      Total  
     Equity      Interests      Equity  

Balance at January 1, 2016

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

Share based awards compensation expense

     7,660         —           7,660   

Stock withholdings related to share based awards that vested during the six months ended June 30, 2016

     (6,802      —           (6,802

Issuance of common stock related to restricted stock units that vested during the six months ended June 30, 2016

     1         —           1   

Tax benefit related to share based awards vesting

     1,785         —           1,785   

Dividends paid to stockholders (1)

     (62,740      —           (62,740

Dividends accrued on unvested restricted stock unit awards (1)

     (264      —           (264

Dividends paid to noncontrolling interests

     —           (515      (515

Net income

     112,431         983         113,414   

Fair value adjustments on interest rate swap agreements designated as hedges, net of settlements, net of taxes of $138

     234         —           234   

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

     (2,011      —           (2,011

Other comprehensive loss in equity method investees

     (176      —           (176

Foreign currency translation adjustments

     38,647         20         38,667   










Balance at June 30, 2016

   $ 1,188,473       $ 11,593       $ 1,200,066