美國
證券交易委員會
華盛頓特區20549
表格
證券交易所法案(1934年)
截至季度結束日期的財務報告
或者
證券交易所法案(1934年)
佣金檔案號 |
註冊人的確切名稱，如其章程所規定的 主要行政辦公地址及電話號碼 |
州公司所在地: |
I.R.S. Employer 標識號碼 |
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在法案第12(b)條的規定下注冊的證券：
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每種類別的證券 |
交易標誌 |
在其上註冊的交易所的名稱 |
3900達拉斯公園道。 （"持有"） |
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喜滿客影城美國有限公司 ("CUSA") |
無 |
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請在檢查標記處註明註冊人（1）是否已在證券交易法第13或15（d）條所規定的過去12個月（或註冊人需要提交此類報告的較短期間）內提交了所有必須提交的報告，並且（2）自過去90天以來一直受到此類提交要求的限制。
Cinemark控股公司
喜滿客影城美國有限公司 是 ☐
(注意：作爲自願申報者，喜滿客影城美國公司不受《證券交易法》第13或15(d)部分的申報要求約束。喜滿客影城美國公司已經根據前述12個月內的《證券交易法》第13或15(d)部分的要求提交了所有報告，就好像它要遵守這些申報要求。)
在檢查標記中表明註冊人是否已經在過去的12個月內（或者爲註冊人需要提交這些文件的較短期間）根據S-T法規405規定，遞交了每個互動數據文件。
Cinemark控股公司
喜滿客影城美國，公司
請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。
3900達拉斯公園道。
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加速文件提交人 |
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☐ |
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非加速文件提交人 |
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☐ |
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較小的報告公司 |
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新興成長公司 |
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喜滿客影城美國有限公司
大型加速報告人 |
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加速文件提交人 |
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較小的報告公司 |
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新興成長公司 |
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如果是新興增長企業，請勾選是否選擇不使用擴展過渡期，在符合交易所法第13(a)條規定的任何新的或修訂的財務會計準則的合規方面遵循。☐
請在複選標誌處註明公司是否爲殼公司（根據交易所法令第12b-2條的定義）。
Cinemark控股公司 是 ☐ 否
喜滿客影城美國有限公司 是 ☐ 不是
截至2024年10月25日,
截至2024年10月25日,
喜滿客影城美國公司符合《第10-Q表格》的(H)(1)(a)和(b)通用說明中規定的條件，因此根據通用說明(H)(2)要求以簡化的披露格式提交此表格。
這份合併的10-Q表格由Holdings和CUSA分開提交。此處包含的關於任何單個註冊者的信息是由該註冊者代表自己提交的。每個註冊者對涉及另一個註冊者的信息不作任何陳述。當這份10-Q表格被引用並納入Holdings或CUSA作爲註冊者向SEC提交的任何文件中時，與其他註冊者有關的部分不會被納入其引用文件中。
CINEMARk控股有限公司及其子公司
喜滿客影城美國公司及其子公司
目錄
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項目1。 |
喜滿客影城控股公司及子公司基本報表（未經審計） |
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喜滿客影城美國公司及附屬公司基本報表（未經審計） |
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事項二 |
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第3項。 |
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事項4。 |
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項目1。 |
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項目1A。 |
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事項二 |
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項目5。 |
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項目6。 |
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1
關於前瞻性聲明的警示聲明
本季度10-Q表格中的某些事項涉及「前瞻性聲明」，符合1995年美國《證券訴訟改革法》安全港條款的含義。這些「前瞻性聲明」包括我們對控股公司和CUSA行業板塊的當前期望、假設、估計和預測。其中包括涉及以下方面的聲明：
您可以通過使用"可能"，"應該"，"能夠"，"估計"，"預測"，"潛在"，"繼續"，"預期"，"相信"，"計劃"，"期望"，"未來"和"打算"等詞語來識別前瞻性聲明。這些聲明既不是歷史事實，也不是對未來業績的保證。相反，它們僅基於我們目前關於業務未來、未來計劃和策略、預測、預期事件和趨勢、經濟和其他未來狀況的信仰、期望和假設，因此受到風險、固有的不確定性和其他一些因素的影響，其中一些因素超出我們的控制並且難以預測。這些風險和不確定性可能導致實際結果與前瞻性聲明中表達或預測的結果有實質性差異。因此，您不應依賴任何這些前瞻性聲明。有關我們的風險因素的描述，請查閱公司於2024年2月16日提交的年度報告在「風險因素」部分或其他部分中，或者通過參考附註的內容。歸屬於Holdings或CUSA或代表我們行事的任何人的所有前瞻性聲明均在其整體上受到這些風險因素的嚴格限制。在本10-Q表格中包含的前瞻性聲明僅反映Holdings和CUSA在本10-Q表格日期的觀點。除非法律另有要求，否則Holdings和CUSA不承擔任何更新或修訂前瞻性聲明的義務，不管是因爲新信息、未來事件還是其他原因。
除非上下文另有規定，「我們」、「我方」、「我們的」、「公司」或「喜滿客」均指喜滿客控股有限公司及其合併子公司，「CUSA」指喜滿客美國公司及其合併子公司。所有提及拉丁美洲的內容均指巴西、阿根廷、智利、哥倫比亞、秘魯、洪都拉斯、薩爾瓦多、尼加拉瓜、哥斯達黎加、巴拿馬、危地馬拉、玻利維亞和巴拉圭。
2
第I部分-財務報告206,601
第一項。財務務報表
CINEMARk控股有限公司及其子公司
壓縮的綜合資產負債表TED資產負債表
(以百萬爲單位，除股票和每股數據外，未經審計)
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2020年9月30日 |
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12月31日 |
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2024 |
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2023 |
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資產 |
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流動資產 |
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現金及現金等價物 |
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$ |
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$ |
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存貨 |
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應收賬款 |
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應收的流動所得稅 |
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預付費用和其他 |
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總流動資產 |
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劇院資產和設備淨額 |
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經營租賃使用權資產，淨值 |
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其他長期資產 |
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商譽 |
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無形資產, 淨額 |
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對NCMI的投資 |
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對關聯公司的投資 |
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長期遞延稅收資產 |
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遞延支出和其他資產，淨值 |
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其他長期資產總計 |
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總資產 |
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$ |
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$ |
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負債和股本 |
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流動負債 |
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開多次數 |
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$ |
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$ |
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經營租賃償還的當前部分 |
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融資租賃負債的流動部分 |
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當前應付所得稅 |
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應付賬款及應計費用 |
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流動負債合計 |
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長期負債 |
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長期債務，減去當期部分 |
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經營租賃負債減去短期部分 |
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融資租賃負債，減去當前部分 |
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長期遞延稅款負債 |
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不確定稅務事項的長期負債 |
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NCm屏幕廣告預付款 |
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其他長期負債 |
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長期負債總額 |
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股權 |
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Cinemark Holdings, Inc.的股東權益: |
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普通股，每股面值爲 $0.0001； |
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股本溢價 |
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庫存股票， |
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累積赤字 |
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累計其他綜合損失 |
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Cinemark Holdings, Inc.的股東權益合計 |
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非控制權益 |
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股東權益總計 |
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負債和所有者權益總額 |
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$ |
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$ |
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與Cinemark Holdings, Inc.相關的附註是基本報表的一部分。
3
CINEMARk控股有限公司及其子公司
簡明綜合 損益表
(單位：百萬美元，未經審計)
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截至9月30日的三個月 |
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截至九個月的結束日期 |
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2024 |
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2023 |
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2024 |
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2023 |
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營業收入 |
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入院人數 |
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$ |
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$ |
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$ |
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$ |
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讓利 |
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其他 |
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總收入 |
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$ |
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$ |
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$ |
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$ |
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運營成本 |
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電影出租和廣告 |
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食品供應 |
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工資薪金 |
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場地租賃費用 |
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水電及其他 |
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一般及管理費用 |
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折舊和攤銷 |
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長期資產和其他資產減值 |
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資產處置和其他的盈虧 |
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營業成本總額 |
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營業利潤 |
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其他費用收益 |
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利息支出 |
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利息收入 |
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債務修訂和攤銷損失 |
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( |
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外幣兌換和其他相關損失 |
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( |
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( |
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( |
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( |
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利息費用 - NCM |
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( |
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( |
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( |
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關聯公司股權法下投資收益 |
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NCMI投資淨收益 |
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其他費用總計 |
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稅前收入 |
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所得稅（收益）費用 |
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淨收入 |
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$ |
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$ |
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$ |
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$ |
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減少：歸屬於非控股利益的淨利潤 |
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歸屬於Cinemark Holdings, Inc.的淨利潤 |
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$ |
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$ |
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$ |
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$ |
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加權平均股數 |
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基本 |
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稀釋的 |
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每股收入歸屬於Cinemark Holdings, Inc.的普通股股東 |
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基本 |
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$ |
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$ |
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$ |
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$ |
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稀釋的 |
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$ |
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$ |
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$ |
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$ |
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與Cinemark Holdings, Inc.相關的附註是基本報表的組成部分。
4
CINEMARk控股有限公司及其子公司
綜合收益的壓縮綜合財務狀況表綜合收益的情況
(以百萬計，未經審計)
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截至9月30日的三個月 |
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截至9月30日的九個月 |
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2024 |
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2023 |
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2024 |
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2023 |
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淨收入 |
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$ |
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$ |
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$ |
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$ |
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其他綜合收益（虧損），淨額 |
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由於利率互換協議公允價值調整造成的未實現損失，扣除稅款和結算 |
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外幣翻譯調整 |
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( |
) |
|
其他綜合收益（損失），淨所得稅後 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
淨綜合收益額，減稅後 |
|
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||||
歸屬於非控股權益綜合收益 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
歸屬於Cinemark Holdings, Inc.的綜合收益 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
與Cinemark Holdings, Inc.相關的附註是基本報表的一部分。
5
CINEMARk控股有限公司及其子公司
壓縮的合併股權聲明
(以百萬計，未經審計)
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總費用 |
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累積的 |
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喜滿客影城 |
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普通股 |
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額外的 |
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其他 |
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控股公司 |
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股份 |
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國庫 |
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實收資本 |
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累積的 |
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綜合 |
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股東的 |
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非控制權益 |
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總費用 |
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|||||||||
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已發行 |
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數量 |
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股票 |
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資本 |
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$ |
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損失 |
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股權 |
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利益 |
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股權 |
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|||||||||
2024年1月1日的餘額 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
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$ |
|
||||||
在2024年3月31日結束的三個月期間，因解除限制股份和扣除股份而導致的股權獎勵分享的減少 |
|
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
績效股單位解除獲得股份 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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發行基於股份的獎勵以及基於股份的獎勵補償費用 |
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— |
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— |
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— |
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— |
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— |
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||||||
淨收入 |
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— |
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— |
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— |
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— |
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— |
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對非控股權益的分配 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
爲修改後的掉期協議的累積收益攤銷 |
|
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
) |
||
其他綜合損失 |
|
|
— |
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— |
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— |
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— |
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— |
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( |
) |
|
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( |
) |
|
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— |
|
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( |
) |
||
2024年3月31日結存餘額 |
|
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|
$ |
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( |
) |
|
$ |
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$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
在2024年6月30日結束的三個月內，與已獲授的基於股份的獎勵相關的限制股票沒收和保留股份 |
|
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
發行基於股份的獎勵和基於股份的獎勵補償費用 |
|
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— |
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— |
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— |
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— |
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— |
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||||
淨收入 |
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— |
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— |
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— |
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— |
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— |
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||||
對非控股權益的分配 |
|
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
對修訂後掉期協議的累積收益進行攤銷 |
|
|
— |
|
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— |
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— |
|
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— |
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— |
|
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( |
) |
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( |
) |
|
|
— |
|
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( |
) |
其他綜合損失 |
|
|
— |
|
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|
— |
|
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|
— |
|
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|
— |
|
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— |
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( |
) |
|
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( |
) |
|
|
— |
|
|
|
( |
) |
2024年6月30日餘額 |
|
|
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|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
與2024年9月30日結束的三個月內已獲得的基於股份獎勵的被剝奪股份和被扣留的股份相關 |
|
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
|
發行基於股份獎勵以及基於股份獎勵的報酬支出 |
|
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— |
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— |
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— |
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— |
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— |
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— |
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|
||||
淨收入 |
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— |
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— |
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— |
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— |
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— |
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|
|||||
對非控股權益的分配 |
|
|
— |
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— |
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|
— |
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— |
|
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|
— |
|
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|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
攤銷已修訂掉期協議的累積收益 |
|
|
— |
|
|
|
— |
|
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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— |
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|
|
|
|
|
— |
|
|
|
|
|||
2024年9月30日的餘額 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
6
CINEMARk控股有限公司及其子公司
繼續的壓縮綜合權益報表
(以百萬計，未經審計)
|
|
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|
總費用 |
|
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|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
累積的 |
|
|
喜滿客影城 |
|
|
|
|
|
|
|
|||||||||
|
|
普通股 |
|
|
|
|
|
額外的 |
|
|
|
|
|
其他 |
|
|
控股，公司 |
|
|
|
|
|
|
|
||||||||||||
|
|
股份 |
|
|
|
|
|
國庫 |
|
|
實收資本 |
|
|
累積的 |
|
|
綜合 |
|
|
股東的 |
|
|
非控制權益 |
|
|
總費用 |
|
|||||||||
|
|
已發行 |
|
|
數量 |
|
|
股票 |
|
|
資本 |
|
|
$ |
|
|
損失 |
|
|
股權 |
|
|
利益 |
|
|
股權 |
|
|||||||||
2023年1月1日餘額 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
與截至2023年3月31日結束的三個月內實現的股份獎勵相關的限制股票沒收和控股 |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
績效股份單位實現後的股份發行 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
股份獎勵和股價獎勵補償費用的發行 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
淨（虧損）利潤 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
修訂掉期協議的累計收益攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合收益 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
2023年3月31日的餘額 |
|
|
|
|
$ |
|
|
|
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
與2023年6月30日結束的三個月內實現的股票獎勵相關的限制性股票棄權和股票扣除情況 |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
發行基於股票的獎勵和股價獎勵補償費用 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
修訂掉期協議累積盈利的攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合收益 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
2023年6月30日的餘額 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
與2023年9月30日結束的三個月內實現的股票獎勵相關的限制性股票棄權和股票扣除情況 |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
股票獎勵的發行和股票獎勵的報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
已修訂掉期協議的累積收益攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
2023年9月30日結餘 |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
與Cinemark Holdings, Inc.相關的附註是基本報表的一部分。
7
CINEMARk控股有限公司及其子公司
簡明合併財務報表現金流量表
(以百萬計，未經審計)
|
|
截至9月30日的九個月 |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
經營活動 |
|
|
|
|
|
|
||
淨收入 |
|
$ |
|
|
$ |
|
||
調整淨收益以使其與經營活動提供的現金流量相一致： |
|
|
|
|
|
|
||
折舊費用 |
|
|
|
|
|
|
||
無形資產和其他資產的攤銷 |
|
|
|
|
|
|
||
債務修訂和攤銷損失 |
|
|
|
|
|
|
||
債券發行時的原始貼現和債券發行費 |
|
|
|
|
|
|
||
NCm屏幕廣告預付款利息應計 |
|
|
|
|
|
|
||
NCm屏幕廣告預付款及其他遞延營收攤銷 |
|
|
( |
) |
|
|
( |
) |
修訂掉期協議累積增值攤銷 |
|
|
( |
) |
|
|
( |
) |
長期資產和其他資產減值 |
|
|
|
|
|
|
||
股份獎勵的報酬支出 |
|
|
|
|
|
|
||
資產處置的損益及其他 |
|
|
|
|
|
( |
) |
|
在NCMI投資的淨收益 |
|
|
( |
) |
|
|
( |
) |
非現金租金支出 |
|
|
( |
) |
|
|
( |
) |
關聯公司股權法下投資收益 |
|
|
( |
) |
|
|
( |
) |
遞延所得稅（收益）費用 |
|
|
( |
) |
|
|
|
|
股權投資回報 |
|
|
|
|
|
|
||
資產及負債變動及其他 |
|
|
( |
) |
|
|
( |
) |
經營活動產生的現金流量淨額 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
投資活動 |
|
|
|
|
|
|
||
劇院資產和設備的增加 |
|
|
( |
) |
|
|
( |
) |
劇院房產和設備出售所得及其他 |
|
|
|
|
|
|
||
NCM普通單位贖回所得款項 |
|
|
|
|
|
|
||
投資活動產生的淨現金流出 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
籌資活動 |
|
|
|
|
|
|
||
修改高級擔保信貸協議所得款項 |
|
|
|
|
|
|
||
修改高級擔保信貸協議後歸還定期貸款 |
|
|
|
|
|
( |
) |
|
發行7.00%高級票據所得款項 |
|
|
|
|
|
|
||
贖回8.75%擔保票據 |
|
|
( |
) |
|
|
( |
) |
歸還5.875%高級票據 |
|
|
( |
) |
|
|
|
|
支付債務發行成本 |
|
|
( |
) |
|
|
( |
) |
支付費用以修訂優先擔保信貸和償還並清償5.875%的優先票據 |
|
|
( |
) |
|
|
( |
) |
其他長期債務償還 |
|
|
( |
) |
|
|
( |
) |
限制股票用於預扣工資稅 |
|
|
( |
) |
|
|
( |
) |
財務租賃支付款項 |
|
|
( |
) |
|
|
( |
) |
其他融資活動 |
|
|
( |
) |
|
|
|
|
籌集淨現金流量 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
匯率變動對現金及現金等價物的影響 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
現金及現金等價物增加 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
現金及現金等價物： |
|
|
|
|
|
|
||
期初 |
|
|
|
|
|
|
||
期末 |
|
$ |
|
|
$ |
|
||
與Cinemark Holdings, Inc.相關的附註是基本報表的組成部分。
* * * * * * * *
8
喜滿客影城美國公司及其子公司
壓縮的綜合資產負債表TED資產負債表
(以百萬爲單位，除股票和每股數據外，未經審計)
|
|
2020年9月30日 |
|
|
12月31日 |
|
||
|
|
2024 |
|
|
2023 |
|
||
資產 |
|
|
|
|
|
|
||
流動資產 |
|
|
|
|
|
|
||
現金及現金等價物 |
|
$ |
|
|
$ |
|
||
存貨 |
|
|
|
|
|
|
||
應收賬款 |
|
|
|
|
|
|
||
應收的流動所得稅 |
|
|
|
|
|
|
||
預付費用和其他 |
|
|
|
|
|
|
||
母公司應收賬款 |
|
|
|
|
|
|
||
總流動資產 |
|
|
|
|
|
|
||
劇院資產和設備淨額 |
|
|
|
|
|
|
||
經營租賃使用權資產，淨值 |
|
|
|
|
|
|
||
其他長期資產 |
|
|
|
|
|
|
||
商譽 |
|
|
|
|
|
|
||
無形資產, 淨額 |
|
|
|
|
|
|
||
對NCMI的投資 |
|
|
|
|
|
|
||
對關聯公司的投資 |
|
|
|
|
|
|
||
長期遞延稅收資產 |
|
|
|
|
|
|
||
遞延支出和其他資產，淨值 |
|
|
|
|
|
|
||
其他長期資產總計 |
|
|
|
|
|
|
||
總資產 |
|
$ |
|
|
$ |
|
||
負債和股本 |
|
|
|
|
|
|
||
流動負債 |
|
|
|
|
|
|
||
開多次數 |
|
$ |
|
|
$ |
|
||
經營租賃償還的當前部分 |
|
|
|
|
|
|
||
融資租賃負債的流動部分 |
|
|
|
|
|
|
||
當前應付所得稅 |
|
|
|
|
|
|
||
應付賬款及應計費用 |
|
|
|
|
|
|
||
流動負債合計 |
|
|
|
|
|
|
||
長期負債 |
|
|
|
|
|
|
||
長期債務，減去當期部分 |
|
|
|
|
|
|
||
經營租賃負債減去短期部分 |
|
|
|
|
|
|
||
融資租賃負債，減去當前部分 |
|
|
|
|
|
|
||
長期遞延稅款負債 |
|
|
|
|
|
|
||
不確定稅務事項的長期負債 |
|
|
|
|
|
|
||
NCm屏幕廣告預付款 |
|
|
|
|
|
|
||
其他長期負債 |
|
|
|
|
|
|
||
長期負債總額 |
|
|
|
|
|
|
||
股權 |
|
|
|
|
|
|
||
喜滿客影城美國股東權益: |
|
|
|
|
|
|
||
A類普通股，$0.0005股，截至2024年4月30日和2024年1月31日，授權股票0.0005股； |
|
|
|
|
|
|
||
Class b common stock, |
|
|
|
|
|
|
||
庫存股票， |
|
|
( |
) |
|
|
( |
) |
股本溢價 |
|
|
|
|
|
|
||
累積赤字 |
|
|
( |
) |
|
|
( |
) |
累計其他綜合損失 |
|
|
( |
) |
|
|
( |
) |
喜滿客影城美國股東權益總額 |
|
|
|
|
|
|
||
非控制權益 |
|
|
|
|
|
|
||
股東權益總計 |
|
|
|
|
|
|
||
負債和所有者權益總額 |
|
$ |
|
|
$ |
|
||
隨附說明事項與美國喜滿客影城公司有關，是精簡合併基本報表的組成部分。
9
喜滿客影城美國公司及其子公司
簡明綜合 損益表
(以百萬計，未經審計)
|
|
截至9月30日的三個月 |
|
|
截至九個月的結束日期 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
營業收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
入院人數 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
讓利 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
總收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
運營成本 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
電影出租和廣告 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
食品供應 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
工資薪金 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
場地租賃費用 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
水電及其他 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
一般及管理費用 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
折舊和攤銷 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
長期資產和其他資產減值 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
資產處置和其他的盈虧 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
營業成本總額 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
營業利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他費用收益 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
利息支出 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
利息收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
債務修訂和攤銷損失 |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
外幣兌換和其他相關損失 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
利息費用 - NCM |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
關聯公司股權法下投資收益 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NCMI投資淨收益 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
其他費用總計 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
稅前收入 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
所得稅（收益）費用 |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
淨收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
減少：歸屬於非控股利益的淨利潤 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
歸屬於喜滿客影城美國股份有限公司的淨利潤 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
隨附說明事項與美國喜滿客影城公司有關，是精簡合併基本報表的組成部分。
10
喜滿客影城美國公司及其子公司
綜合收益的壓縮綜合財務狀況表綜合收益的情況
(以百萬計，未經審計)
|
|
截至9月30日的三個月 |
|
|
截至9月30日的九個月 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
淨收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
其他綜合收益（虧損），淨額 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
由於利率互換協議公允價值調整造成的未實現損失，扣除稅款和結算 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
外幣翻譯調整 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
其他綜合收益（損失），淨所得稅後 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
淨綜合收益額，減稅後 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
歸屬於非控股權益綜合收益 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
喜滿客影城美國公司歸屬的綜合收益。 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
隨附說明事項與美國喜滿客影城公司有關，是精簡合併基本報表的組成部分。
11
喜滿客影城美國公司及其子公司
壓縮的合併股權聲明
(以百萬計，未經審計)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
總費用 |
|
|
|
|
|
|
|
|||||||||||
|
|
A級 |
|
|
B類 |
|
|
|
|
|
|
|
|
|
|
|
累積的 |
|
|
喜滿客影城 |
|
|
|
|
|
|
|
|||||||||||||||||
|
|
普通股 |
|
|
普通股 |
|
|
|
|
|
額外的 |
|
|
|
|
|
其他 |
|
|
美國公司的 |
|
|
|
|
|
|
|
|||||||||||||||||
|
|
股份 |
|
|
|
|
|
股份 |
|
|
|
|
|
國庫 |
|
|
實收資本 |
|
|
累積的 |
|
|
綜合 |
|
|
股東 |
|
|
非控制權益 |
|
|
總費用 |
|
|||||||||||
|
|
已發行 |
|
|
數量 |
|
|
已發行 |
|
|
數量 |
|
|
股票 |
|
|
資本 |
|
|
$ |
|
|
損失 |
|
|
股權 |
|
|
利益 |
|
|
股權 |
|
|||||||||||
2024年1月1日的餘額 |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
股份獎勵的報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
已修訂掉期協議的累積收益攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
2024年3月31日結存餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
股份獎勵的報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
已修訂掉期協議的累積收益攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
2024年6月30日餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
股份獎勵的報酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
已修訂掉期協議的累積收益攤銷 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
2024年9月30日的餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
12
喜滿客影城美國公司及其子公司
繼續的壓縮綜合權益報表
(以百萬計，未經審計)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
總計 |
|
|
|
|
|
|
|
|||||||||||
|
|
A 級 |
|
|
B 級 |
|
|
|
|
|
|
|
|
|
|
|
累積 |
|
|
Cinemark |
|
|
|
|
|
|
|
|||||||||||||||||
|
|
普通股 |
|
|
普通股 |
|
|
|
|
|
額外 |
|
|
|
|
|
其他 |
|
|
美國公司 |
|
|
|
|
|
|
|
|||||||||||||||||
|
|
股票 |
|
|
|
|
|
股票 |
|
|
|
|
|
財政部 |
|
|
付費- |
|
|
累積 |
|
|
全面 |
|
|
股東的 |
|
|
非控制性 |
|
|
總計 |
|
|||||||||||
|
|
已發行 |
|
|
金額 |
|
|
已發行 |
|
|
金額 |
|
|
股票 |
|
|
資本 |
|
|
赤字 |
|
|
損失 |
|
|
股權 |
|
|
興趣愛好 |
|
|
股權 |
|
|||||||||||
2023 年 1 月 1 日的餘額 |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
基於股份的獎勵薪酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
攤銷經修訂的互換協議的累計收益 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
截至2023年3月31日的餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
基於股份的獎勵薪酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
攤銷經修訂的互換協議的累計收益 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
截至 2023 年 6 月 30 日的餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
基於股份的獎勵薪酬支出 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
淨收入 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
對非控股權益的分配 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
攤銷經修訂的互換協議的累計收益 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
其他綜合損失 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
截至 2023 年 9 月 30 日的餘額 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the condensed consolidated financial statements.
13
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Amortization of intangible and other assets |
|
|
|
|
|
|
||
Loss on debt amendments and extinguishments |
|
|
|
|
|
|
||
Amortization of original issue discount and debt issuance costs |
|
|
|
|
|
|
||
Interest accrued on NCM screen advertising advances |
|
|
|
|
|
|
||
Amortization of NCM screen advertising advances and other deferred revenue |
|
|
( |
) |
|
|
( |
) |
Amortization of accumulated gains for amended swap agreements |
|
|
( |
) |
|
|
( |
) |
Impairment of long-lived and other assets |
|
|
|
|
|
|
||
Share-based awards compensation expense |
|
|
|
|
|
|
||
Loss (gain) on disposal of assets and other |
|
|
|
|
|
( |
) |
|
Net gains on investment in NCMI |
|
|
( |
) |
|
|
( |
) |
Non-cash rent expense |
|
|
( |
) |
|
|
( |
) |
Equity in income of affiliates |
|
|
( |
) |
|
|
( |
) |
Deferred income tax (benefit) expense |
|
|
( |
) |
|
|
|
|
Distributions from equity investees |
|
|
|
|
|
|
||
Changes in assets and liabilities and other |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
||
Additions to theatre properties and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of theatre properties and equipment and other |
|
|
|
|
|
|
||
Proceeds from redemption of common units of NCM |
|
|
|
|
|
|
||
Net cash used for investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
||
Proceeds from amendment of senior secured credit facility |
|
|
|
|
|
|
||
Repayment of term loan upon amendment of senior secured facility |
|
|
|
|
|
( |
) |
|
Proceeds from issuance of 7.00% Senior Notes |
|
|
|
|
|
|
||
Redemption of 8.75% Secured Notes |
|
|
( |
) |
|
|
( |
) |
Repayment of 5.875% Senior Notes |
|
|
( |
) |
|
|
|
|
Payment of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Payment of fees to amend senior secured credit facility and satisfy and discharge the 5.875% Senior Notes |
|
|
( |
) |
|
|
( |
) |
Repayments of long-term debt |
|
|
( |
) |
|
|
( |
) |
Restricted stock withholdings for payroll taxes |
|
|
( |
) |
|
|
( |
) |
Payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
( |
) |
|
|
|
|
Net cash used for financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Increase in cash and cash equivalents |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash and cash equivalents: |
|
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
|
||
End of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The accompanying notes, as they relate to Cinemark USA, Inc., are an integral part of the condensed consolidated financial statements.
14
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
Cinemark Holdings, Inc. (“Holdings”) is a holding company and its wholly-owned subsidiary is Cinemark USA, Inc. (“CUSA”). Holdings consolidates CUSA and its subsidiaries for financial statement purposes, and CUSA’s operating revenue and operating expenses comprise nearly
The accompanying condensed consolidated balance sheets of Holdings and CUSA as of December 31, 2023, each of which were derived from audited financial statements, and the unaudited condensed consolidated financial statements of Holdings and CUSA, respectively, 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.
The condensed consolidated balance sheets of Holdings and CUSA for the year ended December 31, 2023 reflect the reclassification of the $
These condensed consolidated financial statements of Holdings and CUSA should be read in conjunction with the audited annual consolidated financial statements of Holdings and CUSA and the notes thereto for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2024. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be achieved for the full year.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The purpose of ASU 2023-07 is to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses to enable investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments of ASU 2023-07 enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of the additional disclosure requirements of ASU 2023-07 will not have a significant impact on the Company’s financial statement disclosures.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The purpose of ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures in order to provide information to better assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in ASU-2023-09 require that public entities, on an annual basis, (i) disclose specific categories in the income tax rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of adopting the additional disclosure requirements of ASU 2023-09.
15
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
The following table represents the Company’s aggregate lease costs, by lease classification, for the periods presented.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Lease Cost |
Classification |
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Operating lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equipment (1) |
Utilities and other, |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real Estate (1) |
Facility lease expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
Depreciation and amortization |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on lease liabilities |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Lease Cost |
Classification |
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Operating lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equipment - Short-term and variable lease payments |
Utilities and other |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real Estate - Variable lease payments (1) |
Facility lease expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Office and equipment leases |
General and administrative |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) Represents lease payments that are based on a change in index, such as CPI or inflation, variable payments based on revenue or attendance and variable common area maintenance costs.
The following table represents the minimum cash lease payments as included in the measurement of lease liabilities and the non-cash addition of lease right-of-use assets for the periods presented.
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
Other Information |
|
2024 |
|
|
2023 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Cash outflows for operating leases |
|
$ |
|
|
$ |
|
||
Cash outflows for finance leases - operating activities |
|
$ |
|
|
$ |
|
||
Cash outflows for finance leases - financing activities |
|
$ |
|
|
$ |
|
||
Non-cash amount of right-of-use assets obtained in exchange for: |
|
|
|
|
|
|
||
Operating lease liability additions, net |
|
$ |
|
|
$ |
|
||
Finance lease liability additions, net |
|
$ |
|
|
$ |
|
||
As of September 30, 2024, the Company had signed lease agreements with total non-cancelable lease payments of approximately $
16
喜滿客影城控股有限公司及附屬公司
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
公司的顧客可以選擇提前購買電影票，就在電影放映時間前，或者在這兩個時間段之間的任何時間購買電影票（視座位供應情況而定）。公司在購買的電影票的放映時間過後確認這類入場券的收入。當在影院賣出產品給消費者，或者在網上提前購買時，當消費者的訂單被完成時，會確認零食品收入。其他收入主要包括屏幕廣告、屏幕租金收入、促銷收入、電影放映廳廣告和交易費用。除了在第8節中討論的國家影城媒體有限責任公司（「NCM」）的屏幕廣告預付款，這些收入通常在公司通過提供合同中規定的服務履行其履約義務時確認。
公司銷售禮品卡、預付和折價票券，所得款項被記錄爲遞延收入。 禮品卡和票券的遞延收入是在換取電影票的時候和電影放映時間過去後確認。 公司一般根據禮品卡和票券的未兌現情況記錄未兌現收入，這是基於兌換活動和與未使用餘額相關的歷史經驗。
公司在美國提供訂閱服務計劃，顧客可以按月或年度支付費用，以獲得一筆月度積分用於未來購買電影票。 公司還在其多個國際地點提供訂閱費計劃，客戶可以按月或年度支付費用以獲得諸如免費月度票等福利。 公司將訂閱服務計劃費用記錄爲遞延收入，並在購買使用積分購買的電影票的放映時間過後確認入場券收入。 公司根據訂閱積分的兌換情況和未使用積分的歷史經驗記錄未使用積分的未達目標收入。
公司在美國和許多國際地點都設有忠誠度計劃，這些計劃要麼收取預付年費，要麼根據客戶的購買情況獎勵積分。對於那些收取預付年費的忠誠度計劃，公司會在整個年度會員期內按照直線法確認所收取的費用爲其他收入。對於那些根據客戶購買情況獎勵積分的忠誠度計劃，公司根據向客戶發放的獎勵積分數量記錄原始交易款項的一部分爲遞延收入，並在客戶兌換這些積分時確認遞延收入。發放的忠誠度積分價值基於所提供獎勵的估計公平價值。公司根據忠誠度積分的兌換和歷史上未使用積分的經驗記錄未兌換的積分的廢棄收入。
截至2024年9月30日和2023年12月31日，應收賬款中包括與客戶合同有關的約，分別。公司未記錄任何與獲取或履行客戶合同相關的資產。 $
17
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
訂閱和支持收入包括以下內容（以百萬美元爲單位）：
下表顯示根據所指示的期間、根據主要商品或服務類型以及按可報告經營部門進行細分的營業收入。
|
|
三個月之內結束 |
|
|
九個月結束 |
|
||||||||||||||||||
|
|
2024年9月30日 |
|
|
2024年9月30日 |
|
||||||||||||||||||
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
||||||
|
|
操作 |
|
|
操作 |
|
|
|
|
|
操作 |
|
|
操作 |
|
|
|
|
||||||
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
||||||
入場收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
特許營業收入 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
熒幕廣告、熒幕租金和促銷收入 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
其他收入 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
總收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
三個月之內結束 |
|
|
九個月結束 |
|
||||||||||||||||||
|
|
2023年9月30日 |
|
|
2023年9月30日 |
|
||||||||||||||||||
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
||||||
|
|
操作 |
|
|
操作 |
|
|
|
|
|
操作 |
|
|
操作 |
|
|
|
|
||||||
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
||||||
入場收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
特許權收入 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
屏幕廣告、屏幕租賃和推廣收入 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
其他收入 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
總收入 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
以下表格顯示所示期間的營業收入，根據確認時間進行細分（如上所述）和按可報告的經營部門進行分解。
|
|
三個月之內結束 |
|
|
九個月結束 |
|
||||||||||||||||||
|
|
2024年9月30日 |
|
|
2024年9月30日 |
|
||||||||||||||||||
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
||||||
|
|
操作 |
|
|
操作 |
|
|
|
|
|
操作 |
|
|
操作 |
|
|
|
|
||||||
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
||||||
在一段時間內轉移的貨物和服務 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
隨着時間的推移轉移的貨物和服務 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
總費用 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
三個月之內結束 |
|
|
九個月結束 |
|
||||||||||||||||||
|
|
2023年9月30日 |
|
|
2023年9月30日 |
|
||||||||||||||||||
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
|
美國交易法案交易所 |
|
|
國際 |
|
|
|
|
||||||
|
|
操作 |
|
|
操作 |
|
|
|
|
|
操作 |
|
|
操作 |
|
|
|
|
||||||
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
|
細分市場 (1) |
|
|
部分 |
|
|
合併後的 |
|
||||||
在一段時間內轉移的貨物和服務 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
隨時間轉移的貨物和服務 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
總費用 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
18
喜滿客影城控股有限公司及附屬公司
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
屏幕廣告進展和其他遞延營業收入
以下表格顯示公司遞延收入的變化 財務報表中的貨幣翻譯調整
|
|
NCm屏幕廣告預付款 (1) |
|
|
其他 |
|
||
2024年1月1日的餘額 |
|
$ |
|
|
$ |
|
||
已確認爲應收賬款的金額 |
|
|
|
|
|
|
||
預先從客戶收到的現金 |
|
|
|
|
|
|
||
從NCm收到的普通單位（請參閱備註8） |
|
|
|
|
|
|
||
與重大融資組件相關的應計利息 |
|
|
|
|
|
|
||
期間確認的營業收入 |
|
|
( |
) |
|
|
( |
) |
外幣翻譯調整 |
|
|
|
|
|
( |
) |
|
2024年9月30日的餘額 |
|
$ |
|
|
$ |
|
||
下表總結了分配給尚未履行的履約義務的交易價格的總額，截至2024年9月30日，並展示了公司預計何時確認這筆營業收入。 下表總結了分配給尚未履行的履約義務的交易價格的總額，截至2024年9月30日，並展示了公司預計何時確認這筆營業收入。
|
|
|
截止到9月30日的12個月 |
|
|
|
|
|
|
|
|||||||
剩餘績效承諾 |
|
|
|
|
|
|
|
|
總費用 |
|
|||||||
其他遞延營業收入 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
以下表格顯示了對Holdings的基本和稀釋每股收益的計算：
|
|
三個月之內結束 |
|
|
九個月結束 |
|
||||||||||
|
|
2020年9月30日 |
|
|
2020年9月30日 |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
分子： |
|
|
|
|
|
|
|
|
|
|
|
|
||||
歸屬於Cinemark Holdings, Inc.的淨利潤 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
分配給參與者的股權獎勵收入 (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
歸屬於普通股股東的基本淨利潤 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
增加：可轉換票據利息支出，淨稅後 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
歸屬於普通股股東的攤薄淨利潤 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
分母: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
加權平均每股基本收益 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
績效股票單位的普通等值股份 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
可轉換票據的普通等值股份 |
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warrants的普通相當股份 (2) |
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攤薄加權平均股份數 |
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基本每股收益歸屬於普通股股東 |
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$ |
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$ |
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$ |
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$ |
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||||
歸屬於普通股股東的攤薄每股收益 |
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$ |
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$ |
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$ |
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$ |
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||||
股票獎勵
Holdings認爲其未解除限制的受限股票獎勵，其中包含對分紅的不可放棄權利，被視爲參與證券，並將這些參與證券納入根據雙級別法計算每股收益。根據雙級別法，計算兩類股票（普通股和未解除限制的受限股票）的基本每股收益是通過將淨利潤除以報告期內流通的普通股和未解除限制的受限股票的加權平均股數來計算的。稀釋每股收益是使用普通股的加權平均數以及根據雙級別法和庫存股法確定的普通等價股的潛在稀釋效應來計算的。對2024年和2023年9月30日結束的三個月和九個月，使用庫存股法計算的稀釋每股收益比雙級別法少稀釋；因此，以上僅包括雙級別法。
可轉換票據、對沖工具和認股權證
公司年度報告第14項進一步討論的4.50%可轉換高級票據，在持股有淨利潤的期間可能被視爲具有稀釋效應。這種稀釋對每股收益的影響是根據如已轉換方法計算的，該方法要求在報告期開始時假設所有持股公司普通股，包括可轉換4.50%高級票據轉換後發行的股份。此外，與4.50%可轉換高級票據相關的利息費用（稅後淨額）被排除在假設在報告期開始時轉換4.50%可轉換高級票據的情況下計算的稀釋淨利潤歸屬於普通股股東中。
持股普通股的收盤價超過$
持股 與發行4.50%可轉換高級票據有關，在對手方進行了對沖交易。可轉換票據對沖交易涵蓋了，根據與適用於
20
CineMark 控股有限公司和子公司以及
CineMark USA, INC.和子公司
簡明合併財務報表附註
（以百萬計，每股數據除外，未經審計）
4.50% 可轉換優先票據，最初使控股公司可以購買約
2022年12月，公司達成購買和銷售協議，出售其厄瓜多爾子公司的股份，並於2023年9月完成了此次交易2023年9月，厄瓜多爾子公司的銷售並未符合停止經營標準，因爲它並不代表公司運營的重大轉變，也不會對其結果和運營產生重大影響。
|
2023年9月30日止三個月 |
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2023年9月30日止九個月 |
|
||
總收入 |
$ |
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|
$ |
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||
營業利潤 |
$ |
|
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$ |
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||
21
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
控股公司和CUSA的長期債務包括如下所示的期限：
|
2020年9月30日 |
|
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12月31日 |
|
||
|
2024 |
|
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2023 |
|
||
喜滿客影城股份有限公司4.50%到期於2025年8月的可轉換債券 |
$ |
|
|
$ |
|
||
喜滿客美國有限公司到期日爲2030年5月的貸款 |
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喜滿客美國有限公司到期日爲2025年5月的8.75%優先擔保票據 |
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喜滿客美國有限公司到期日爲2026年3月的5.875%優先票據 |
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喜滿客影城美國5.25%到期於2028年7月的優先票據 |
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喜滿客影城美國7.00%到期於2032年8月的優先票據 |
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其他 |
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總長期負債賬面價值 (1) |
$ |
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$ |
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||
減：當前部分，扣除未攤銷債券發行成本 |
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減：債券發行成本及原始發行折價，減去累計攤銷餘額 (1) |
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長期債務，減去當前部分，扣除未攤銷債券發行成本和原始發行折價 (1) |
$ |
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$ |
|
||
|
2020年9月30日 |
|
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12月31日 |
|
||
|
2024 |
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2023 |
|
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總長期債務賬面價值 |
$ |
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$ |
|
||
減：流動部分 |
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減：債務發行成本和原始發行折讓，減去累計攤銷的淨值 |
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||
減去流動部分後的長期債務淨值，減去未攤銷的債務發行成本和原始發行折讓 |
$ |
|
|
$ |
|
||
4.50%可轉換優先票據
根據公司截至2023年12月31日的合併財務報表中的附註14進一步討論，在2024年2月16日提交的公司第10-k表格中包含的年度報告之前，在
優先擔保信貸設施
2024年5月28日，美國CUSA修訂並重新制定了其優先擔保信貸設施（「信貸協議」），以降低長期貸款的利率
截至2024年9月30日，有 $
22
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
截至2024年9月30日，信貸協議下的貸款負債約爲
8.75%擔保票據
2024年5月1日，CUSA贖回了剩餘$
7.00%高級票據
7月18日，CUSA發行了$ 100的優先無抵押票據，以面值發行（即「7.00%高級票據」）。這些票據將於
這些票據得到CUSA的某些子公司的全額且無條件擔保，或稱爲擔保人，他們會擔保、承擔或以任何其他方式對CUSA或其擔保人的其他債務負有責任。如果CUSA無法按時支付7.00%高級票據，那麼必須由CUSA的擔保人代爲支付。7.00%高級票據及擔保同樣未償債務優先支付權並與CUSA和其擔保公司現有和未來的所有高級債務（包括2028年到期的5.25%高級票據及CUSA信貸協議下的所有債務）權利平等。這些票據和擔保將結構上次之於CUSA非擔保子公司的所有現有及未來債務和其他負債。這些票據和擔保將結構上優於2025年到期的4.50%可轉換高級票據，以及Holdings發行的所有未來債務（如果沒有由CUSA或其任何子公司擔保）。
CUSA可能會在2027年8月1日或之後的任何時間以協議中規定的價格全額或部分贖回7.00%優先票據。在2027年8月1日之前，CUSA有權以等於其本金金額的百分之...
協議中規定的7.00%優先票據包含限制條款，限制CUSA及其特定子公司...
5.875%擔保票據
與上述討論的7.00%高級票據債券發行同時進行，於
2024年9月19日，CUSA根據規定放款的義務，向一家受託人不可撤銷地存入了足以償還剩餘
23
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
，並作爲2023年12月31日前應計費用的一部分。 and unpaid interest thereon. After the deposit of such funds with the trustee, CUSA’s obligations under the indenture with respect to the 5.875% Senior Notes were satisfied and discharged and the transaction was accounted for as a debt extinguishment.
As a result of the debt extinguishment, CUSA recognized a loss of $
利率掉期協議
The Company’s interest rate swap agreements are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan and qualify for cash flow hedge accounting.
Effective January 31, 2024, the Company amended and extended one of its then existing $
以下是截至的公司現金流套期保值指定的利率互換協議摘要。 2024年9月30日：
名義本金 |
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預計 |
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數量 |
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付款利率 |
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收到利率 |
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到期日 |
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公允價值 (1) |
|
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$ |
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$ |
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|||||
$ |
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$ |
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總費用 |
|
$ |
|
||
利率互換的公允價值記錄在Holdings和CUSA的綜合資產負債表中，作爲資產或負債，相關的收益或損失作爲累積其他綜合損失的一部分進行報告。公允價值的變動被重新分類，從累積其他綜合損失轉入在同一期間內對盈利產生影響的套期項目中。用於判斷公允價值的估值技術是收入法，在這種方法下，公司使用對手方根據利率互換協議提供的預期未來利率以及公司根據協議有義務支付的固定利率。因此，公司的計量基於觀察到的市場數據，符合由FASB ASC主題820-10-35定義的美國通用會計準則層次結構中的第2級別。
我們作爲長期負債的2025年優先票據和2026年優先票據的總本金和公允價值分別顯示如下所述表格，這些票據被分類爲級別2公允價值計量。請參閱「附註6：債務」以獲取有關2025年優先票據和2026年優先票據的更多信息。
公司估計其長期債務的公允價值主要基於可觀察市場價格，這些價格屬於根據FASB ASC 820-10-35定義的美國通用會計準則公允價值層次結構中的第2級別 公允價值衡量。
|
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截至 |
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|||||
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2024年9月30日 |
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2023年12月31日 |
|
||
持有的公允價值 (1) |
|
$ |
|
|
$ |
|
||
CUSA的公允價值 |
|
$ |
|
|
$ |
|
||
24
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
NCm在美國經營數字院內網絡，提供電影廣告。公司投資於NCM的母公司national cinemedia公司（「NCMI」）。公司與NCm簽訂了影院服務協議（「ESA」），根據該協議，NCm主要通過其品牌「提供屏幕廣告節目的」。Noovie”預映節目打造影院大堂的推廣和展示。請見下文關於 影院服務協議.
以下是包括在Holdings和CUSA簡明合併財務報表中的NCMI和NCm的活動摘要：
|
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投資 |
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national cinemedia 屏幕廣告推進 |
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其他 |
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利息 |
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現金 |
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|||||
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|||||
2024年1月1日的餘額 |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
||||
ESA下的屏幕租賃收入 (1) |
|
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( |
) |
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||||
與重大融資組件相關的應計利息 |
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( |
) |
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|
||||
因年度普通單位調整收到NCm普通單位 (2) |
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( |
) |
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||||
NCMI投資的未實現公允市場調整增益變化 (3) |
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|||||
屏幕廣告預付款攤銷 |
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( |
) |
|
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||||
2024年9月30日及截至當日九個月的餘額 |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
|||
投資國家影娛
公司根據ASC主題321中規定的指導處理其對NCMI的投資 FASB ASC 主題 321 對於結束於三個月或六個月的期間投資SGLt的計量金額沒有變化。 根據ASC主題321的要求，公司需要以NCMI普通股的公允價值計量其投資，並在收入中確認投資的未實現持有收益和損失。公司在截至2024年9月30日的三個月和九個月的期間內的合併簡明收入表中確認了對NCMI投資的未實現收益 $
As of September 30, 2024, the Company owned approximately
Common Unit Adjustments
Under the Common Unit Adjustment Agreement, the Company periodically receives consideration in the form of common units from NCm based on increases or decreases in the number of theatre screens operated and the impact of these theatres on total attendance. The common units received are recorded at estimated fair value as an increase in the Company's investment in NCm with an offset to NCm screen advertising advances. Each common unit from NCm is convertible to one share of NCMI.
During March 2024, NCm performed the annual common unit adjustment calculation for 2023 and as a result of the calculation, the Company received approximately
25
喜滿客影城控股公司及其附屬公司和
喜滿客影城美國公司及其子公司
簡明合併財務報表附註
(單位：百萬美元，未經審計)
收到的估計是根據NCMI普通股的市場價格在確定普通股單位時進行調整的，考慮到將普通股單位轉換並註冊相應股份所需估計時間的波動性。
2024年4月10日，公司向NCm發出贖回通知，以NCm內的普通股單位換取NCMI普通股。2024年4月12日，NCm向公司發出通知，根據其在經營協議下的權利，NCm將以現金方式解決公司的贖回請求，有效日期爲2024年4月15日，以每個普通單位約$贖回價或約。現金結算額代表NCM普通單位的估計公允價值，根據2024年4月10日NCMI普通股的收盤市場價格。截至2024年9月30日的九個月內，由於現金結算，公司在其截至2024年9月30日的簡明合併利潤表中記錄了對NCM投資的減少，這在「NCMI投資淨收益」中反映出來。
展商服務協議
正如前面討論的，公司的國內影院是由NCm運營的影院數字網絡的一部分，其條款在ESA中定義。公司爲參與NCm網絡收取每月影院訪問費，並且還根據每位觀衆收取屏幕廣告或屏幕租金收入。有關在ESA下獲得的營業收入會計處理及與NCm屏幕廣告預付款相關的會計處理的進一步討論，請參閱公司於2024年2月16日提交的Form 10-k年度報告附註9。
NCm屏幕廣告預付款將按照ESA期間的直線基礎被確認爲營業收入
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截止到9月30日的12個月 |
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剩餘期限 |
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總費用 |
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NCm屏幕廣告預付款 (1) |
|
$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
|
|||||||
重要融資部分
如公司年度報告第10-k表中第9注所述，公司與NCm的ESA包括一個暗示的重大融資要素，按照ASC 606主題的指導。 與客戶簽訂合同的營業收入由於重大融資要素，公司在2024年9月30日結束的九個月中分別確認了額外的屏幕租賃營業收入和利息費用。 $
26
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
Below is a summary of the activity for each of the Company’s affiliates and corresponding changes to the Company's investment balances during the nine months ended September 30, 2024. See Note 10 to the consolidated financial statements in
|
|
AC JV, |
|
DCDC |
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FE Concepts |
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Total |
|
||||
Balance at January 1, 2024 |
|
$ |
|
$ |
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$ |
|
||||
Cash distributions received |
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( |
) |
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( |
) |
||
Equity income |
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||||
Balance at September 30, 2024 |
|
$ |
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$ |
|
$ |
|
$ |
|
||||
Transactions with Affiliates
Below is a summary of transactions with each of the Company’s affiliates for the three and nine months ended September 30, 2024 and 2023:
|
|
Three Months Ended |
|
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Nine Months Ended |
|
||||||||||
Investee |
Transactions |
September 30, 2024 |
|
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September 30, 2023 |
|
|
September 30, 2024 |
|
|
September 30, 2023 |
|
||||
AC JV, LLC |
Event fees paid (1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
DCDC |
Content delivery fees paid (1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Treasury Stock - Holdings
Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. The Company has applied the cost method in recording its treasury shares.
|
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Number of |
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Treasury |
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|
|
|
||
|
|
Shares |
|
|
Cost |
|
||
Balance at January 1, 2024 |
|
|
|
|
$ |
|
||
Restricted stock withholdings (1) |
|
|
|
|
|
|
||
Restricted stock forfeitures (2) |
|
|
|
|
|
|
||
Balance at September 30, 2024 |
|
|
|
|
$ |
|
||
As of September 30, 2024, Holdings had no plans to retire any shares of treasury stock.
Restricted Stock
Below is a summary of restricted stock activity for the nine months ended September 30, 2024:
|
|
Shares of |
|
|
Weighted |
|
||
|
|
Restricted |
|
|
Grant Date |
|
||
|
|
Stock |
|
|
Fair Value |
|
||
Outstanding at January 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding and unvested at September 30, 2024 |
|
|
|
|
$ |
|
||
27
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
During the nine months ended September 30, 2024, Holdings granted
Below is a summary of restricted stock award activity recorded for the periods indicated.
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Compensation expense recognized during the period: |
|
|
|
|
|
|
||
CUSA employees (1) |
|
$ |
|
|
$ |
|
||
Holdings directors |
|
|
|
|
|
|
||
Total recognized by Holdings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Fair value of restricted stock that vested during the period: |
|
|
|
|
|
|
||
CUSA employees |
|
$ |
|
|
$ |
|
||
Holdings directors |
|
|
|
|
|
|
||
Holdings total |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Income tax benefit related to vested restricted stock: |
|
|
|
|
|
|
||
CUSA employees |
|
$ |
|
|
$ |
|
||
Holdings directors |
|
|
|
|
|
|
||
Holdings total income tax benefit |
|
$ |
|
|
$ |
|
||
As of September 30, 2024, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:
|
|
Estimated |
|
|
|
|
Remaining |
|
|
|
|
Expense |
|
|
CUSA employees (1) |
|
$ |
|
|
Holdings directors |
|
|
|
|
Total remaining - Holdings (1) |
|
$ |
|
|
28
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
Performance Stock Units
During the nine months ended September 30, 2024, Holdings granted performance awards to certain CUSA employees in the form of performance stock units (“PSU”). Each PSU that vests will result in the issuance of one share of Holdings’ common stock. The maximum number of shares issuable under the performance awards granted during 2024 is approximately
Stock units that vest if performance metrics meet the target level |
|
|
Stock units that vest if performance metrics meet the threshold level ( |
|
|
Stock units that vest if performance metrics meet the maximum level ( |
|
|
Performance Measurement Period |
|
Three years |
Service Period |
|
Third anniversary of grant date |
Most likely performance metrics outcome estimated to be achieved at the time performance stock units were issued |
|
Target |
Assumed forfeiture rate for performance stock unit awards |
|
Below is a summary of all performance stock unit activity for the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Number of performance stock units that vested during the period |
|
|
|
|
|
|
||
Fair value of performance stock units that vested during the period |
|
$ |
|
|
$ |
|
||
Accumulated dividends paid upon vesting of performance stock units |
|
$ |
|
|
$ |
|
||
Compensation expense recognized during the period (1) |
|
$ |
|
|
$ |
|
||
Income tax expense related to performance stock units |
|
$ |
( |
) |
|
$ |
( |
) |
As of September 30, 2024, the estimated remaining unrecognized compensation expense related to outstanding performance stock units was $
29
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
A summary of the Company's goodwill is as follows:
|
|
U.S. |
|
|
International |
|
|
Total |
|
|||
Balance at January 1, 2024 (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at September 30, 2024 (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Balance at |
|
Additions (1) |
|
Amortization |
|
Foreign Currency Translation Adjustments |
|
Balance at September 30, 2024 |
|
|||||
Intangible assets with finite lives: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross carrying amount |
|
$ |
|
$ |
— |
|
$ |
|
$ |
( |
) |
$ |
|
|||
Accumulated amortization |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
Total net intangible assets with finite lives |
|
$ |
|
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intangible assets with indefinite lives: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Tradename and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
||||
Total intangible assets, net |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
|||
The estimated aggregate future amortization expense for intangible assets is as follows:
|
|
Estimated |
|
|
|
|
Amortization |
|
|
For the three months ended December 31, 2024 |
|
$ |
|
|
For the twelve months ended December 31, 2025 |
|
|
|
|
Total |
|
$ |
|
|
30
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
The Company performed a qualitative impairment analysis on its long-lived assets, including theatre properties and right of-use assets, goodwill and tradename intangible assets as of September 30, 2024. As a result of the qualitative assessment, the Company noted no impairment indicators related to these assets as of September 30, 2024.
The qualitative impairment analysis, by asset class, is described below:
See Note 1 and Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed February 16, 2024, for further discussion of the Company’s impairment policy and a description of the qualitative and quantitative impairment assessments performed.
There were
|
|
|
|
|
|
|
||
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||
|
|
2023 |
|
|
2023 |
|
||
U.S. Segment |
|
|
|
|
|
|
||
Theatre properties |
|
$ |
|
|
$ |
|
||
Theatre operating lease right-of-use assets |
|
|
|
|
|
|
||
Investment in NCMI/NCM |
|
|
|
|
|
|
||
U.S. total |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
International segment |
|
|
|
|
|
|
||
Theatre properties |
|
|
|
|
|
|
||
Theatre operating lease right-of-use assets |
|
|
|
|
|
|
||
International total |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Total Impairment |
|
$ |
|
|
$ |
|
||
The Company determines fair value measurements in accordance with 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.
31
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
Below is a summary of assets and liabilities measured at fair value on a recurring basis under FASB ASC Topic 820 as of September 30, 2024 and December 31, 2023:
|
|
|
|
Carrying |
|
|
Fair Value Hierarchy |
|
||||||||||
Description |
|
As of |
|
Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Interest rate swap assets (1) |
|
September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in NCMI (2) |
|
September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap assets (1) |
|
December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in NCMI (2) |
|
December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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, 2023, filed February 16, 2024. There were no changes in valuation techniques during the nine months ended September 30, 2024. The Company’s investment in NCMI was transferred out of Level 2 into Level 1 during the first quarter of 2024.
The accumulated other comprehensive loss account in Holdings’ stockholders’ equity of $
As of September 30, 2024, all foreign countries where the Company has operations are non-highly inflationary, other than Argentina. In non-highly inflationary countries, the local currency is the same as the functional currency and any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss. The Company deemed Argentina to be highly inflationary beginning July 1, 2018. A highly inflationary economy is defined as an economy with a cumulative inflation rate of
During 2019, the Argentine government instituted exchange controls restricting the ability of entities and individuals to exchange Argentine pesos for foreign currencies and to remit foreign currency out of Argentina. As a result of these currency exchange controls, markets in Argentina developed a legal trading mechanism known as the Blue Chip Swap that allows entities to transfer U.S. dollars out of and into Argentina. In a Blue Chip Swap transaction, an entity buys U.S. dollar denominated securities in Argentina using Argentine pesos, and subsequently sells the securities for U.S. dollars, in Argentina, to access U.S. dollars locally, or outside of Argentina, by transferring the securities abroad, prior to being sold (the latter commonly known as Blue Chip Swap Rate). The Blue Chip Swap rate is the implicit exchange rate resulting from the Blue Chip Swap transaction. The Blue Chip Swap rate can diverge significantly from Argentina’s official exchange rate. During the nine months ended September 30, 2024 and 2023, the Company entered into Blue Chip Swap transactions that resulted in a loss of approximately $
Below is a summary of the impact of translating the September 30, 2024 and September 30, 2023 financial statements of the Company’s international subsidiaries:
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss) for the |
|
||||||
|
|
Exchange Rate as of |
|
|
Nine Months Ended |
|
|||||||||
Country |
|
September 30, 2024 |
|
|
December 31, 2023 |
|
|
September 30, 2024 |
|
September 30, 2023 |
|
||||
Brazil |
|
|
|
|
|
|
|
$ |
( |
) |
$ |
|
|||
Chile |
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
||
All other |
|
|
|
|
|
|
|
|
( |
) |
|
|
|||
|
|
|
|
|
|
|
|
$ |
( |
) |
$ |
( |
) |
||
32
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
As noted above, beginning July 1, 2018, Argentina was deemed highly inflationary. For the nine months ended September 30, 2024 and 2023 the Company recorded foreign currency exchange losses of $
The following is provided as supplemental information to the condensed consolidated statements of cash flows:
|
|
Nine Months Ended |
|
|||||
|
|
September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Cash paid for interest by Holdings (1) |
|
$ |
|
|
$ |
|
||
Cash paid for interest by CUSA |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes, net |
|
$ |
|
|
$ |
|
||
Cash transferred from restricted accounts (2) |
|
$ |
|
|
$ |
( |
) |
|
Noncash operating activities: |
|
|
|
|
|
|
||
Interest expense - NCM (see Note 8) |
|
$ |
( |
) |
|
$ |
( |
) |
Noncash investing activities: |
|
|
|
|
|
|
||
Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment (3) |
|
$ |
( |
) |
|
$ |
( |
) |
Theatre and other assets acquired under finance leases |
|
$ |
|
|
$ |
|
||
Investment in NCMI – receipt of common units in NCM (see Note 8) |
|
$ |
|
|
$ |
|
||
33
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
The international market and U.S. market are managed as separate reportable operating segments, with the international segment consisting of operations in Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. The Company closed its one theatre in Curacao in January 2023 and sold the shares of its Ecuador subsidiary in September 2023. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenue. Holdings uses Adjusted EBITDA, as shown in the reconciliation table below, as the primary measure of segment profit and loss to evaluate performance and allocate its resources. The Company does not report total assets by segment because that information is not used to evaluate the performance of, or allocate resources between, segments.
Below is a breakdown of selected financial information by reportable operating segment for Holdings:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
34
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
The following table sets forth a reconciliation of net income to Adjusted EBITDA for Holdings:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax (benefit) expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Interest expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income, net (2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash distributions from equity investees (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of long-lived and other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain) loss on disposal of assets and other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Loss on debt amendments and extinguishments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-cash rent expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based awards compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial Information About Geographic Areas
Below is a breakdown of selected financial information for Holdings by geographic area:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
Revenue |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Brazil |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other international countries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Eliminations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
As of |
|
|
As of |
|
||
Theatre properties and equipment, net |
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Brazil |
|
|
|
|
|
|
||
Other international countries |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
35
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
A subsidiary of the Company manages a theatre for Laredo Theatre, Ltd. (“Laredo”). The Company is the sole general partner and owns
Kevin Mitchell, a director of the Company, owns ShowBiz Direct, LLC (“ShowBiz Direct”). ShowBiz Direct distributes and markets motion pictures through itself or independent third parties, and most recently distributed and marketed the film, Reagan. The Company conducted arms-length negotiations with an independent third party for film licensing terms and agreed to film licensing terms for Reagan substantially similar to film licensing terms agreed to with other similarly sized independent distributors. The Audit Committee reviewed the film licensing rates for Reagan and found that such rates were fair to the Company. During the three months ended September 30, 2024, the Company recorded film rental expense of $
A subsidiary of the Company leases
A subsidiary of the Company has a
From time to time, the Company is involved in various legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, patent claims, landlord-tenant disputes, contractual disputes with landlords over certain termination rights and other 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.
Cinemark Holdings, Inc., et al vs Factory Mutual Insurance Company. The Company filed suit on November 18, 2020, in the District Court, 471st Judicial District, Collin County, Texas. On December 22, 2020, the case was moved to the US District Court for the Eastern District of Texas, Sherman Division. The Company submitted a claim under its property insurance policy issued by Factory Mutual Insurance Company (the “FM Policy”) for losses sustained as a result of the closure of the Company’s theatres due to the COVID-19 pandemic. Factory Mutual Insurance Company (“FM”) denied the Company’s claim. The Company was seeking damages resulting from FM’s breach of contract, FM’s bad faith conduct and a declaration of the parties’ rights under the FM Policy. The District Court granted FM’s motion for summary judgment. The Company appealed the District Court’s decision. The U.S. Fifth Circuit Court of Appeals affirmed the District Court's decision. The Company had not recorded any income or receivable related to this case.
Gerardo Rodriguez, individually and on behalf of a class of all others similarly situated vs Cinemark USA, Inc. and Cinemark Holdings, Inc., et al. This class action lawsuit was filed against the Company on February 24, 2023 in the Cook County Circuit Court in Illinois alleging violation of the Fair and Accurate Credit Transactions Act. The Company firmly maintains that the allegations are without merit and will vigorously defend itself against the lawsuit. The Company cannot predict the outcome of this litigation.
36
CINEMARK HOLDINGS, INC. AND SUBSIDIARIES AND
CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data, unaudited)
National CineMedia LLC Bankruptcy. On June 3, 2023, NCM filed an Emergency Motion for Entry of an Order (1) approving and Authorizing Debtor to Enter into and Perform Under (a) the Termination and Settlement Agreement and (b) the Network Affiliate Transaction Agreement with Regal Cinemas, Inc. (the “9019 Motion”). The 9019 Motion requested an order, among other things, that the most favored nations clause (the “MFN”) in Cinemark’s Exhibitor Services Agreement was not triggered by the Network Affiliate Transaction Agreement with Regal Cinemas, Inc. On June 14, 2023, Cinemark filed an objection to the 9019 Motion. On June 26, 2023, the bankruptcy court entered a confirmation order, which among other things, approves NCM’s assumption of Cinemark’s Exhibitor Services Agreement but fails to preserve or recognize Cinemark’s rights under the MFN with respect to the Network Affiliate Transaction Agreement. Cinemark appealed the confirmation order in the United States District Court for the Southern District of Texas, Houston Division which affirmed the bankruptcy court's order. The Company has appealed the District Court's order with the U.S. Fifth Circuit Court of Appeals. The Company cannot predict the outcome of this appeal.
Shane Waldrop, individually and on behalf of all other similarly situated, vs. Cinemark USA, Inc. This putative nationwide class action lawsuit was filed against the Company on April 16, 2024, in the United States District Court for the Eastern District of Texas, Sherman Division, alleging violations of the Federal Food Drug & Cosmetics Act, violations of the Texas Deceptive Trade Practices Act, negligent misrepresentation, fraud and unjust enrichment based on the Company’s alleged mislabeling of twenty-four ounce draft beer cups used at certain theatres. The Company denies the allegations and will vigorously defend itself against the lawsuit. The Company cannot predict the outcome of this litigation.
19. Income Taxes
An income tax benefit of $
During the three months ended September 30, 2024, the Company recorded a discrete deferred tax benefit of $
The remaining valuation allowance as of September 30, 2024 was $
The Company is currently under IRS audit for tax years 2019 and 2020. On October 21, 2024, the IRS issued a Revenue Agent Report (“RAR”) proposing an adjustment of approximately $
37
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 the condensed consolidated financial statements and related notes and schedules included elsewhere in this report. Amounts included in the following discussion, except for theatres, screens, average screens, average ticket price and concessions revenue per patron, are rounded in millions.
We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, and Paraguay. As of September 30, 2024, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 16 to the condensed consolidated financial statements.
The success of the theatrical exhibition industry is contingent upon several key factors, including the volume of new film content available, which has been impacted by the effects of the COVID-19 pandemic and last year’s writers’ and actors’ guilds strikes (the “Hollywood strikes”), the box office performance of new film content released, the duration of the exclusive theatrical release window, and evolving consumer behavior with competition from other forms of in-and-out-of-home entertainment.
Revenue and Expense
We generate revenue primarily from filmed entertainment box office receipts and concession sales with additional revenue from screen advertising, screen rental and other revenue streams, such as transactional fees, vendor marketing promotions, studio trailer placements, meeting rentals and electronic video games located in some of our theatres. Filmed entertainment box office receipts include traditional content from studios as well as alternative entertainment, such as the Metropolitan Opera, concert events, live and pre-recorded sports programs and other special events in our theatres. NCM provides our domestic theatres with various forms of in-theatre advertising. Our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and for other international exhibitors.
Films leading the box office during the nine months ended September 30, 2024 included Inside Out 2, Deadpool & Wolverine, Despicable Me 4, Dune: Part Two, Twisters, and Beetlejuice Beetlejuice.
Film rental costs are variable in nature and fluctuate with our admissions revenue. Film rental costs as a percentage of revenue are generally higher for periods in which more blockbuster films are released. Advertising costs, which are expensed as incurred, are primarily related to expanding our customer base, increasing the frequency of visits and growing loyalty. These expenses vary depending on the timing and length of such campaigns.
Concession supplies expense is variable in nature and fluctuates with our concession revenue and also product mix. Inflationary pressures have impacted, and may continue to impact, product costs in the near term. We source products from a variety of partners around the world to minimize supply chain interruptions and price increases, wherever possible.
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 tend to move in relation to anticipated changes in attendance. Staffing levels may vary based on the amenities offered at each location, such as full-service restaurants, bars or expanded food and beverage options. In certain international locations, staffing levels are also subject to local regulations, including minimum hour requirements. Inflationary pressures have driven increases in wage rates across our labor base and increases may continue in the future.
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 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 revenue is also affected by the number of theatres under operating leases, the number of theatres under finance leases and the number of owned theatres.
Utilities and other costs include both fixed and variable costs and primarily consist of utilities, property taxes, janitorial costs, credit card fees, third party ticket sales commissions, gift card commissions, repairs and maintenance expenses, security services, and projection and sound equipment maintenance expenses.
General and administrative expenses to support the overall management of the Company are primarily fixed in nature. Fixed expenses include salaries, wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software license and maintenance costs and audit fees. General and administrative expenses also include some variable expenses such as incentive compensation, consulting and legal fees, supplies, and other costs that are not specifically associated with the operations of our theatres.
38
Results of Operations
The following table sets forth, for the periods indicated, the amounts for certain items reflected in the operating income of Holdings along with each of those items as a percentage of revenue.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Operating data (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Admissions |
|
$ |
460.4 |
|
|
$ |
443.8 |
|
|
$ |
1,116.0 |
|
|
$ |
1,233.2 |
|
Concession |
|
|
367.3 |
|
|
|
339.8 |
|
|
|
884.4 |
|
|
|
949.0 |
|
Other |
|
|
94.1 |
|
|
|
91.2 |
|
|
|
234.8 |
|
|
|
245.6 |
|
Total revenue |
|
$ |
921.8 |
|
|
$ |
874.8 |
|
|
$ |
2,235.2 |
|
|
$ |
2,427.8 |
|
Cost of operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Film rentals and advertising |
|
|
265.6 |
|
|
|
248.2 |
|
|
|
623.9 |
|
|
|
692.9 |
|
Concession supplies |
|
|
64.5 |
|
|
|
63.0 |
|
|
|
165.1 |
|
|
|
174.0 |
|
Salaries and wages |
|
|
109.9 |
|
|
|
107.9 |
|
|
|
294.1 |
|
|
|
306.2 |
|
Facility lease expense |
|
|
85.9 |
|
|
|
84.4 |
|
|
|
244.7 |
|
|
|
250.9 |
|
Utilities and other |
|
|
127.0 |
|
|
|
129.5 |
|
|
|
332.1 |
|
|
|
353.5 |
|
General and administrative expenses (1) |
|
|
56.4 |
|
|
|
48.2 |
|
|
|
161.0 |
|
|
|
144.7 |
|
Depreciation and amortization |
|
|
49.1 |
|
|
|
51.9 |
|
|
|
148.3 |
|
|
|
159.6 |
|
Impairment of long-lived and other assets |
|
|
— |
|
|
|
2.0 |
|
|
|
— |
|
|
|
12.1 |
|
(Gain) loss on disposal of assets and other |
|
|
(0.1 |
) |
|
|
(6.1 |
) |
|
|
2.0 |
|
|
|
(8.8 |
) |
Total cost of operations (1) |
|
|
758.3 |
|
|
|
729.0 |
|
|
|
1,971.2 |
|
|
|
2,085.1 |
|
Operating income (1) |
|
$ |
163.5 |
|
|
$ |
145.8 |
|
|
$ |
264.0 |
|
|
$ |
342.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating data as a percentage of total revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Admissions |
|
|
50.0 |
% |
|
|
50.7 |
% |
|
|
49.9 |
% |
|
|
50.8 |
% |
Concession |
|
|
39.8 |
% |
|
|
38.8 |
% |
|
|
39.6 |
% |
|
|
39.1 |
% |
Other |
|
|
10.2 |
% |
|
|
10.5 |
% |
|
|
10.5 |
% |
|
|
10.1 |
% |
Total revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of operations (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Film rentals and advertising |
|
|
57.7 |
% |
|
|
55.9 |
% |
|
|
55.9 |
% |
|
|
56.2 |
% |
Concession supplies |
|
|
17.6 |
% |
|
|
18.5 |
% |
|
|
18.7 |
% |
|
|
18.3 |
% |
Salaries and wages |
|
|
11.9 |
% |
|
|
12.3 |
% |
|
|
13.2 |
% |
|
|
12.6 |
% |
Facility lease expense |
|
|
9.3 |
% |
|
|
9.6 |
% |
|
|
10.9 |
% |
|
|
10.3 |
% |
Utilities and other |
|
|
13.8 |
% |
|
|
14.8 |
% |
|
|
14.9 |
% |
|
|
14.6 |
% |
General and administrative expenses |
|
|
6.1 |
% |
|
|
5.5 |
% |
|
|
7.2 |
% |
|
|
6.0 |
% |
Depreciation and amortization |
|
|
5.3 |
% |
|
|
5.9 |
% |
|
|
6.6 |
% |
|
|
6.6 |
% |
Impairment of long-lived and other assets |
|
|
— |
% |
|
|
0.2 |
% |
|
|
— |
% |
|
|
0.5 |
% |
(Gain) loss on disposal of assets and other |
|
|
— |
% |
|
|
(0.7 |
)% |
|
|
0.1 |
% |
|
|
(0.4 |
)% |
Total cost of operations |
|
|
82.3 |
% |
|
|
83.3 |
% |
|
|
88.2 |
% |
|
|
85.9 |
% |
Operating income |
|
|
17.7 |
% |
|
|
16.7 |
% |
|
|
11.8 |
% |
|
|
14.1 |
% |
Average screen count (3) |
|
|
5,698 |
|
|
|
5,802 |
|
|
|
5,706 |
|
|
|
5,822 |
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Operating data (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
$ |
55.5 |
|
|
$ |
47.5 |
|
|
$ |
158.2 |
|
|
$ |
142.2 |
|
Total cost of operations |
|
$ |
757.4 |
|
|
$ |
728.3 |
|
|
$ |
1,968.4 |
|
|
$ |
2,082.6 |
|
Operating income |
|
$ |
164.4 |
|
|
$ |
146.5 |
|
|
$ |
266.8 |
|
|
$ |
345.2 |
|
39
Three months ended September 30, 2024 (the “third quarter of 2024”) versus the three months ended September 30, 2023 (the “third quarter of 2023”)
Third quarter of 2024 - The North American Industry box office generated approximately $2.7 billion during the third quarter of 2024, which included Deadpool & Wolverine, Despicable Me 4, Twisters, Beetlejuice Beetlejuice, and the carryover of Inside Out 2.
Third quarter of 2023 - The North American Industry box office was approximately $2.7 billion during the third quarter of 2023, which included Barbie, Oppenheimer, Sound of Freedom, Mission: Impossible - Dead Reckoning Part One, and Indiana Jones and the Dial of Destiny.
Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.
|
|
U.S. Operating Segment |
|
|
International Operating Segment |
|
|
Consolidated |
|
|||||||||||||||||||
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
Constant |
|
|
2024 |
|
|
2023 |
|
|||||||
Admissions revenue |
|
$ |
375.2 |
|
|
$ |
350.4 |
|
|
$ |
85.2 |
|
|
$ |
93.4 |
|
|
$ |
131.8 |
|
|
$ |
460.4 |
|
|
$ |
443.8 |
|
Concession revenue |
|
|
299.6 |
|
|
|
268.0 |
|
|
|
67.7 |
|
|
|
71.8 |
|
|
|
103.0 |
|
|
|
367.3 |
|
|
|
339.8 |
|
Other revenue (1) |
|
|
66.6 |
|
|
|
64.1 |
|
|
|
27.5 |
|
|
|
27.1 |
|
|
|
42.3 |
|
|
|
94.1 |
|
|
|
91.2 |
|
Total revenue (1) |
|
$ |
741.4 |
|
|
$ |
682.5 |
|
|
$ |
180.4 |
|
|
$ |
192.3 |
|
|
$ |
277.1 |
|
|
$ |
921.8 |
|
|
$ |
874.8 |
|
Attendance |
|
|
37.6 |
|
|
|
37.5 |
|
|
|
22.8 |
|
|
|
24.4 |
|
|
|
|
|
|
60.4 |
|
|
|
61.9 |
|
|
Average ticket price (2) |
|
$ |
9.98 |
|
|
$ |
9.34 |
|
|
$ |
3.74 |
|
|
$ |
3.83 |
|
|
$ |
5.78 |
|
|
$ |
7.62 |
|
|
$ |
7.17 |
|
Concession revenue per patron (2) |
|
$ |
7.97 |
|
|
$ |
7.15 |
|
|
$ |
2.97 |
|
|
$ |
2.94 |
|
|
$ |
4.52 |
|
|
$ |
6.08 |
|
|
$ |
5.49 |
|
40
Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.
|
|
U.S. Operating Segment |
|
|
International Operating Segment |
|
|
Consolidated |
|
|||||||||||||||||||
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|
Three Months Ended September 30, |
|
|||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
Constant |
|
|
2024 |
|
|
2023 |
|
|||||||
Film rentals and advertising |
|
$ |
222.3 |
|
|
$ |
201.1 |
|
|
$ |
43.3 |
|
|
$ |
47.1 |
|
|
$ |
67.7 |
|
|
$ |
265.6 |
|
|
$ |
248.2 |
|
Concession supplies |
|
$ |
49.3 |
|
|
$ |
47.7 |
|
|
$ |
15.2 |
|
|
$ |
15.3 |
|
|
$ |
23.0 |
|
|
$ |
64.5 |
|
|
$ |
63.0 |
|
Salaries and wages |
|
$ |
91.1 |
|
|
$ |
89.0 |
|
|
$ |
18.8 |
|
|
$ |
18.9 |
|
|
$ |
29.4 |
|
|
$ |
109.9 |
|
|
$ |
107.9 |
|
Facility lease expense |
|
$ |
63.5 |
|
|
$ |
61.0 |
|
|
$ |
22.4 |
|
|
$ |
23.4 |
|
|
$ |
31.0 |
|
|
$ |
85.9 |
|
|
$ |
84.4 |
|
Utilities and other |
|
$ |
97.3 |
|
|
$ |
98.9 |
|
|
$ |
29.7 |
|
|
$ |
30.6 |
|
|
$ |
46.3 |
|
|
$ |
127.0 |
|
|
$ |
129.5 |
|
Salaries and wages increased 2.4% to $91.1 million for the third quarter of 2024 compared with $89.0 million for the third quarter of 2023 due to higher wage rates and expanded operating hours, partially offset by the impact of labor productivity initiatives. Facility lease expense, which is predominantly fixed in nature, increased 4.1% to $63.5 million primarily due to higher percentage rent. Utilities and other costs decreased 1.6% to $97.3 million, driven by lower repairs and maintenance and janitorial costs.
Film rentals and advertising costs were 50.8% of admissions revenue as reported for the third quarter of 2024 compared with 50.4% for the third quarter of 2023 driven by the overall mix of films. Concession supplies expense was 22.5% of concessions revenue as reported for the third quarter of 2024 compared with 21.3% for the third quarter of 2023. The increase in the concession supplies rate was in part driven by product mix.
Salaries and wages, facility lease expense and utilities and other expenses, as reported, were lower for the third quarter of 2024 as a result of favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $29.4 million for the third quarter of 2024 primarily due to wage rate inflation, partially offset by labor productivity initiatives and lower attendance. Facility lease expense increased to $31.0 million in constant currency for the third quarter of 2024 driven by inflationary increases and the return of certain minimum rent thresholds, partially offset by lower percentage rent. Utilities and other costs increased to $46.3 million in constant currency for the third quarter of 2024 primarily due to inflationary pressures and higher utility costs.
General and Administrative Expense. General and administrative expense for Holdings increased to $56.4 million for the third quarter of 2024 compared with $48.2 million for the third quarter of 2023. General and administrative expense for CUSA increased to $55.5 million for the third quarter of 2024 compared with $47.5 million for the third quarter of 2023. The increase for both Holdings and CUSA is primarily due to wages and benefits inflation, higher incentive and share-based compensation and higher professional fees, partially offset by the favorable impact of exchange rate fluctuations.
Depreciation and Amortization. Depreciation and amortization expense decreased to $49.1 million for the third quarter of 2024 compared with $51.9 million for the third quarter of 2023 due in part to lower levels of capital expenditures post-pandemic and the favorable impact of exchange rate fluctuations.
Gain on Disposal of Assets and Other. A gain on disposal of assets and other of $0.1 million was recorded for the third quarter of 2024 compared with a gain of $6.1 million for the third quarter of 2023. Activity for the third quarter of 2023 was primarily related to the sale of our Ecuador subsidiary in September 2023.
Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated gains for swap amendments, was $36.7 million during the third quarter of 2024 compared with $38.1 million during the third quarter of 2023. The interest expense attributable to CUSA, which includes amortization of debt issuance costs
41
and original issue discount and amortization of accumulated gains for swap amendments, was $30.6 million during the third quarter of 2024 compared with $32.1 million during the third quarter of 2023. The decrease in interest expense was primarily due to the redemption of the remaining 8.75% Secured Notes, the extinguishment of the 5.875% Senior Notes, and the amendment and extension of our interest rate swaps, partially offset by the impact of the issuance of the 7.00% Senior Notes. See further discussion in Liquidity and Capital Resources below.
Interest Income. Interest income for Holdings was $14.2 million during the third quarter of 2024 compared with $15.3 million during the third quarter of 2023. The interest income attributable to CUSA was $11.1 million during the third quarter of 2024 compared with $12.2 million during the third quarter of 2023. The decrease in interest income primarily reflects the impact of interest rate fluctuations on our cash balances.
Loss on Debt Amendments and Extinguishments. We recorded a loss on amendment and extinguishment of debt of $3.0 million during the third quarter of 2024 related to the early extinguishment of the 5.875% Senior Notes. See Note 7 to the condensed consolidated financial statements for additional information.
Foreign Currency Exchange and Other Related Loss. We recorded a foreign currency exchange loss of $3.0 million during the third quarter of 2024 compared with a loss of $11.0 million during the third quarter of 2023. Activity for the third quarter of 2024 and 2023 includes losses of $0.9 million and $5.2 million, respectively, associated with Blue Chip Swap transactions. Excluding the impact of Blue Chip Swap transactions, the loss on foreign currency exchange is primarily related to currency exchange fluctuations from original transaction dates until settlement. See Note 14 to the condensed consolidated financial statements for a discussion of Blue Chip Swap transactions.
Equity in Income of Affiliates. Equity in income of affiliates of $5.0 million was recorded during the third quarter of 2024 compared with $1.5 million during the third quarter of 2023 driven by higher income earned from our investment in AC JV LLC during the third quarter of 2024. See Note 9 to the condensed consolidated financial statements for information about our equity investments.
Net Gain on Investment in NCMI. We recorded a net gain on our investment in NCMI of $11.6 million during the third quarter of 2024 compared with $4.7 million during the third quarter of 2023, related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 8 to the condensed consolidated financial statements for information about our investment in NCMI.
Income Taxes - Holdings. An income tax benefit of $42.7 million was recorded for the third quarter of 2024 compared with income tax expense of $21.4 million for the third quarter of 2023. The effective tax rate was approximately (29.2)% for the third quarter of 2024 compared with 19.0% for the third quarter of 2023. The effective tax rate for the third quarter of 2024 was favorably impacted by changes in valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets. The effective tax rate for the third quarter of 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in various jurisdictions. Income tax provisions for interim periods are generally 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.
Income Taxes - CUSA. An income tax benefit of $39.7 million was recorded for the third quarter of 2024 compared with income tax expense of $17.4 million for the third quarter of 2023. The effective tax rate was approximately (26.4)% for the third quarter of 2024 compared with 15.0% for the third quarter of 2023. The effective tax rate for the third quarter of 2024 was favorably impacted by changes in valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets. The effective tax rate for the third quarter of 2023 was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in various jurisdictions. Income tax provisions for interim periods are generally 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.
42
Nine months ended September 30, 2024 (the “2024 period”) versus the nine months ended September 30, 2023 (the “2023 period”)
2024 Period - The North American Industry box office generated approximately $6.4 billion during the 2024 period, which included Inside Out 2, Deadpool & Wolverine, Despicable Me 4, Dune: Part Two, and Twisters.
2023 Period - The North American Industry box office was approximately $7.2 billion during the 2023 period, which included the carryover of Avatar: The Way of Water as well as new releases including Barbie, The Super Mario Bros. Movie, Spider-Man: Across the Spider-Verse, Guardians of the Galaxy Vol. 3, and Oppenheimer.
Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.
|
|
U.S. Operating Segment |
|
|
International Operating Segment |
|
|
Consolidated |
|
|||||||||||||||||||
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
Constant |
|
|
2024 |
|
|
2023 |
|
|||||||
Admissions revenue |
|
$ |
894.4 |
|
|
$ |
968.5 |
|
|
$ |
221.6 |
|
|
$ |
264.7 |
|
|
$ |
340.9 |
|
|
$ |
1,116.0 |
|
|
$ |
1,233.2 |
|
Concession revenue |
|
|
709.6 |
|
|
|
751.1 |
|
|
|
174.8 |
|
|
|
197.9 |
|
|
|
265.2 |
|
|
|
884.4 |
|
|
|
949.0 |
|
Other revenue (1) |
|
|
166.4 |
|
|
|
176.9 |
|
|
|
68.4 |
|
|
|
68.7 |
|
|
|
104.0 |
|
|
|
234.8 |
|
|
|
245.6 |
|
Total revenue (1) |
|
$ |
1,770.4 |
|
|
$ |
1,896.5 |
|
|
$ |
464.8 |
|
|
$ |
531.3 |
|
|
$ |
710.1 |
|
|
$ |
2,235.2 |
|
|
$ |
2,427.8 |
|
Attendance |
|
|
90.3 |
|
|
|
101.5 |
|
|
|
59.8 |
|
|
|
67.7 |
|
|
|
|
|
|
150.1 |
|
|
|
169.2 |
|
|
Average ticket price (2) |
|
$ |
9.90 |
|
|
$ |
9.54 |
|
|
$ |
3.71 |
|
|
$ |
3.91 |
|
|
$ |
5.70 |
|
|
$ |
7.44 |
|
|
$ |
7.29 |
|
Concession revenue per patron (2) |
|
$ |
7.86 |
|
|
$ |
7.40 |
|
|
$ |
2.92 |
|
|
$ |
2.92 |
|
|
$ |
4.43 |
|
|
$ |
5.89 |
|
|
$ |
5.61 |
|
43
Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.
|
|
U.S. Operating Segment |
|
|
International Operating Segment |
|
|
Consolidated |
|
|||||||||||||||||||
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
Constant |
|
|
2024 |
|
|
2023 |
|
|||||||
Film rentals and advertising |
|
$ |
513.2 |
|
|
$ |
558.6 |
|
|
$ |
110.7 |
|
|
$ |
134.3 |
|
|
$ |
173.0 |
|
|
$ |
623.9 |
|
|
$ |
692.9 |
|
Concession supplies |
|
$ |
126.8 |
|
|
$ |
131.0 |
|
|
$ |
38.3 |
|
|
$ |
43.0 |
|
|
$ |
57.8 |
|
|
$ |
165.1 |
|
|
$ |
174.0 |
|
Salaries and wages |
|
$ |
244.4 |
|
|
$ |
253.0 |
|
|
$ |
49.7 |
|
|
$ |
53.2 |
|
|
$ |
80.4 |
|
|
$ |
294.1 |
|
|
$ |
306.2 |
|
Facility lease expense |
|
$ |
184.0 |
|
|
$ |
184.9 |
|
|
$ |
60.7 |
|
|
$ |
66.0 |
|
|
$ |
81.4 |
|
|
$ |
244.7 |
|
|
$ |
250.9 |
|
Utilities and other |
|
$ |
255.7 |
|
|
$ |
269.7 |
|
|
$ |
76.4 |
|
|
$ |
83.8 |
|
|
$ |
120.6 |
|
|
$ |
332.1 |
|
|
$ |
353.5 |
|
Salaries and wages decreased 3.4% to $244.4 million for the 2024 period compared with $253.0 million for the 2023 period due to lower attendance and the impact of labor productivity initiatives, partially offset by higher wage rates and expanded operating hours. Facility lease expense, which is predominantly fixed in nature, decreased to $184.0 million primarily due to theatre closures and lease renegotiations, partially offset by higher percentage rent. Utilities and other costs decreased 5.2% to $255.7 million, as many of these costs are variable or semi-variable in nature and were impacted by the decrease in attendance. A decrease in property taxes also contributed to the decline in utilities and other costs.
Film rentals and advertising costs were 50.0% of admissions revenue as reported for the 2024 period compared with 50.7% for the 2023 period due to the overall mix of film releases. Concession supplies expense was 21.9% of concessions revenue as reported for the 2024 period compared with 21.7% for the 2023 period. The increase in the concession supplies rate was primarily driven by inflationary pressures offset by the impact of strategic pricing actions.
Salaries and wages, facility lease expense and utilities and other expenses, as reported, were lower for the 2024 period as a result of favorable exchange rate fluctuations. In constant currency, salaries and wages increased to $80.4 million for the 2024 period primarily driven by wage rate inflation, partially offset by labor productivity initiatives and lower attendance. Facility lease expense increased to $81.4 million in constant currency for the 2024 period primarily due to inflationary increases and the return of certain minimum rent thresholds, partially offset by lower percentage rent. Utilities and other costs increased to $120.6 million in constant currency for the 2024 period due to inflationary pressures and higher utility costs.
General and Administrative Expense. General and administrative expense for Holdings increased to $161.0 million for the 2024 period compared with $144.7 million for the 2023 period. General and administrative expense for CUSA increased to $158.2 million for the 2024 period compared with $142.2 million for the 2023 period. The increase for both Holdings and CUSA is primarily due to wages and benefits inflation, as well as higher incentive and share-based compensation and related payroll taxes, partially offset by the favorable impact of exchange rate fluctuations.
Depreciation and Amortization. Depreciation and amortization expense decreased to $148.3 million for the 2024 period compared with $159.6 million for the 2023 period due in part to lower levels of capital expenditures post-pandemic, the impairment of assets during 2023 and the favorable impact of exchange rate fluctuations.
Loss (Gain) on Disposal of Assets and Other. A loss on disposal of assets and other of $2.0 million was recorded for the 2024 period compared with a gain of $8.8 million for the 2023 period. Activity for the 2024 period was primarily related to the removal and disposal of equipment at closed theatres. Activity for the 2023 period was primarily related to the sale of our Ecuador subsidiary in September 2023 and the write-off of operating lease obligations for theatres that were closed during the 2023 period.
Interest Expense. Interest expense for Holdings, which includes amortization of debt issuance costs and original issue discount and amortization of accumulated gains for swap amendments, was $109.0 million during the 2024 period compared with $112.0 million during the 2023 period. The interest expense attributable to CUSA, which includes amortization of debt issuance costs and original issue
44
discount and amortization of accumulated gains for swap amendments, was $90.8 million during the 2024 period compared with $93.9 million during the 2023 period. The decrease in interest expense was primarily due to the redemption of the remaining 8.75% Secured Notes, the extinguishment of the 5.875% Senior Notes, and the amendment and extension of our interest rate swaps, partially offset by a higher average interest rate on our term loan and the impact of the issuance of the 7.00% Senior Notes. See further discussion in Liquidity and Capital Resources below.
Interest Income. Interest income for Holdings was $40.3 million during the 2024 period compared with $40.2 million during the 2023 period. The interest income attributable to CUSA was $30.8 million during the 2024 period compared with $31.5 million during the 2023 period.
Loss on Debt Amendments and Extinguishments. We recorded a loss on amendments and extinguishments of debt of $5.5 million during the 2024 period related to the amendment of our Senior Secured Credit Facility, the redemption of the remaining 8.75% Secured Notes, and the extinguishment of the 5.875% Senior Notes. We recorded a loss on amendments and extinguishments of debt of $10.7 million during the 2023 period related to the amendment of our Senior Secured Credit Facility and the partial redemption of the 8.75% Secured Notes. See Note 7 to the condensed consolidated financial statements for additional information.
Foreign currency exchange and other related loss. We recorded a foreign currency exchange loss of $7.9 million during the 2024 period compared with a loss of $19.4 million during the 2023 period. Activity for the 2024 and 2023 period includes losses of $0.9 million and $10.1 million, respectively, associated with Blue Chip Swap transactions. Excluding the impact of Blue Chip Swap transactions, the loss on foreign exchange is primarily related to currency exchange fluctuations from original transaction dates until settlement. See note 14 to the condensed consolidated financial statements for a discussion of Blue Chip Swap transactions.
Equity in Income of Affiliates. Equity in income of affiliates of $11.3 million was recorded during the 2024 period compared with $1.2 million during the 2023 period driven by higher income earned from our investment in AC JV, LLC during the 2024 period and the absence of a loss from our investment in NCMI, which is now accounted for under the fair value basis of accounting. See Note 8 and Note 9, respectively, to the condensed consolidated financial statements for information about our investment in NCMI and our equity investments.
Net Gain on Investment in NCMI. We recorded a net gain on our investment in NCMI of $12.8 million during the 2024 period compared with $13.9 million during the 2023 period, primarily related to the mark-to-market adjustment of our investment in NCMI under the fair value basis of accounting. See Note 8 to the condensed consolidated financial statements for information about our investment in NCMI.
Income Taxes - Holdings. An income tax benefit of $71.3 million was recorded for the 2024 period compared with income tax expense of $29.8 million for the 2023 period. The effective tax rate was approximately (37.6)% for the 2024 period compared with 12.5% for the 2023 period. During the 2024 period, a deferred tax benefit of $116.3 million was recorded discretely related to the release of valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets as well as deferred tax assets in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. The effective tax rate for the 2023 period was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. Income tax provisions for interim periods are generally 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.
Income Taxes - CUSA. An income tax benefit of $67.6 million was recorded for the 2024 period compared with income tax expense of $24.2 million for the 2023 period. The effective tax rate was approximately (33.7)% for the 2024 period compared with 9.7% for the 2023 period. During the 2024 period, a deferred tax benefit of 112.4 million was recorded discretely related to the release of valuation allowances previously recorded against certain foreign tax credits, other federal deferred tax assets, certain state net operating losses and other state deferred tax assets as well as deferred tax assets in certain foreign jurisdictions. The release of these valuation allowances was the result of the availability of positive evidence related to sustained taxable income in the relevant jurisdictions to support the future realizability of deferred tax assets. This discrete benefit favorably impacted the effective tax rate for the 2024 period, causing the income tax benefit to vary significantly from the tax expense derived by applying the statutory tax rate to the pre-tax income for the period. The effective tax rate for the 2023 period was favorably impacted by the use of certain foreign tax credits for which valuation allowances had been established in prior periods as well as the release of valuation allowances previously recorded against the net deferred tax assets in certain foreign jurisdictions. Income tax provisions for interim periods are generally 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.
45
Liquidity and Capital Resources
Operating Activities
We primarily collect our revenue in cash, mainly through box office receipts and the sale of concessions. Our revenue is generally received in cash prior to the payment of related expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. However, our working capital position will continue to fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our long-term debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive bonuses. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and expected cash requirements from known contractual obligations for the next twelve months and beyond.
Cash provided by operating activities was $269.6 million for Holdings and $279.5 million for CUSA for the nine months ended September 30, 2024, compared with cash provided by operating activities of $335.8 million for Holdings and $347.9 million for CUSA for the nine months ended September 30, 2023. The decrease in cash provided by operating activities was primarily driven by the timing and level of revenue earned during each period partially offset by the timing of payments to vendors for expenses incurred during each period.
Investing Activities
Investing activities have been principally related to the development and remodel of theatres. New theatre openings and remodels 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 $89.1 million and $74.9 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in cash used for investing activities was primarily due to the proceeds from the sale of our Ecuador subsidiary during the nine months ended September 30, 2023.
Below is a summary of capital expenditures, disaggregated by new and existing theatres, for the nine months ended September 30, 2024 and 2023 (in millions):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
New theatres |
|
$ |
16.5 |
|
|
$ |
5.4 |
|
Existing theatres |
|
|
73.7 |
|
|
|
84.3 |
|
Total capital expenditures |
|
$ |
90.2 |
|
|
$ |
89.7 |
|
We operated 499 theatres with 5,680 screens worldwide as of September 30, 2024. Theatres and screens opened and closed during the nine months ended September 30, 2024 were as follows:
|
|
January 1, 2024 |
|
|
Built |
|
|
Closed |
|
|
September 30, 2024 |
|
||||
U.S. (42 states) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Theatres |
|
|
309 |
|
|
|
— |
|
|
|
(3 |
) |
|
|
306 |
|
Screens |
|
|
4,324 |
|
|
|
— |
|
|
|
(42 |
) |
|
|
4,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International (13 countries) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Theatres |
|
|
192 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
193 |
|
Screens |
|
|
1,395 |
|
|
|
10 |
|
|
|
(7 |
) |
|
|
1,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Worldwide |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Theatres |
|
|
501 |
|
|
|
2 |
|
|
|
(4 |
) |
|
|
499 |
|
Screens |
|
|
5,719 |
|
|
|
10 |
|
|
|
(49 |
) |
|
|
5,680 |
|
46
As of September 30, 2024, the following signed commitments were outstanding:
|
|
Theatres (1) |
|
|
Screens (1) |
|
|
Estimated |
|
|||
Remainder of 2024 |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
International |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Subsequent to 2024 |
|
|
|
|
|
|
|
|
|
|||
U.S. |
|
|
2 |
|
|
|
22 |
|
|
$ |
14.3 |
|
International |
|
|
— |
|
|
|
2 |
|
|
|
2.7 |
|
Total |
|
2 |
|
|
24 |
|
|
$ |
17.0 |
|
||
|
|
|
|
|
|
|
|
|
|
|||
Total commitments at September 30, 2024 |
|
2 |
|
|
24 |
|
|
$ |
17.0 |
|
||
Actual expenditures for continued theatre development, remodels and acquisitions are subject to change based upon the availability of attractive opportunities. During the next twelve months and the foreseeable future, we plan to fund capital expenditures for our continued development with cash flow from operations and, if needed, borrowings under our senior secured credit facility, proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.
Financing Activities
Cash used for financing activities was $94.7 million and $118.0 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in cash used for financing activities was primarily due to the repayment of the 5.875% Senior Notes and the redemption of the remaining 8.75% secured notes, partially offset by the issuance of the 7.00% Senior Notes during the nine months ended September 30, 2024.
Holdings, at the discretion of its board of directors and subject to applicable law, may pay dividends on its common stock. The amount of the dividends to be paid in the future, if any, will depend upon available cash balances, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, and future prospects for earnings and cash flows, as well as other relevant factors. As a result of the impact of the COVID-19 pandemic, Holdings’ Board of Directors has suspended the quarterly dividend to shareholders.
We may, from time to time, seek to retire or repurchase our outstanding debt securities through cash purchases or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the availability and prices of such debt securities, prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
We expect to repay the principal amount of our 4.50% Convertible Senior Notes upon their maturity in August 2025 with cash on hand, and could fund the remainder with a combination of cash, shares or a combination thereof. See “4.50% Convertible Senior Notes” below. Also see Note 7 to the condensed consolidated financial statements for a summary of long-term debt outstanding as of September 30, 2024 for Holdings and CUSA.
Contractual Obligations
There have been no material changes in the contractual obligations previously disclosed in “Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
4.50% Convertible Senior Notes
On August 21, 2020, Holdings issued $460.0 million 4.50% convertible senior notes (the “4.50% Convertible Senior Notes”). The notes will mature on August 15, 2025, unless earlier repurchased or converted. Interest on the notes is payable on February 15 and August 15 of each year.
47
Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Holdings’ common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights, options or warrants entitling them to purchase shares at a discount to the recent average trading price of Holdings’ common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ common stock; or (3) upon the occurrence of specified corporate events as described further in the indenture. Prior to May 15, 2025, holders may convert their notes during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $18.66 per share (130% of the initial conversion price of $14.35 per share), on each applicable trading day. The closing price of Holdings' common stock exceeded $18.66 per share (130% of the initial conversion price of $14.35 per share) during at least 20 of the last 30 trading days of the quarter ended September 30, 2024 and, therefore, the 4.50% Convertible Senior Notes will be convertible during the fourth quarter of 2024. Beginning May 15, 2025, holders may convert their notes at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.
The current conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate will be subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such make-whole fundamental change.
Holdings entered into hedge transactions with counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings' common stock underlying the 4.50% Convertible Notes, which initially gives Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $14.35 per share. Concurrently with entering into the convertible note hedge transactions, Holdings also entered into warrant transactions with each option counterparty whereby Holdings sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Holdings' common stock, which initially gives the option counterparties the option to purchase approximately 32.0 shares at a price of approximately $22.08 per share. The economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes to approximately $22.08 per share of Holdings’ common stock. The warrants expire 1/80th per trading day between November 15, 2025 and March 12, 2026.
The 4.50% Convertible Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Notes are structurally subordinated to all existing and future debt and other liabilities, including trade payables, and including CUSA’s 5.25% Senior Notes due 2028 and 7.00% Senior Notes due 2032, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement, as defined below, which are guaranteed by Holdings). The 4.50% Convertible Notes rank equally in right of payment with all existing and future unsubordinated debt, including all obligations under the Credit Agreement, which is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Notes. The 4.50% Convertible Notes are not guaranteed by any of Holdings' subsidiaries.
Senior Secured Credit Facility
On May 26, 2023, CUSA amended and restated its senior secured credit facility (the “Credit Agreement”) to provide for an aggregate principal amount of $775.0 million, consisting of a $650.0 million term loan with a maturity date of May 24, 2030 and a $125.0 million revolving credit facility with a maturity date of May 26, 2028. The term loan and revolving credit facility are subject to a springing maturity date of April 15, 2028 if CUSA’s 5.25% Senior Notes due 2028 have not been paid or refinanced as required under the Credit Agreement prior to such date, as more specifically described in the Credit Agreement.
On May 28, 2024, CUSA amended and restated its senior secured credit facility to reduce the rate at which the term loan bears interest by 0.50% and reset the 101% soft call for another six months (the “2024 Amendment”). See below for additional discussion of interest rates on the term loan, and Note 7 to the condensed consolidated financial statements for additional information on the 2024 Amendment.
Under the Credit Agreement, principal payments of $1.6 million are due on the term loan quarterly through March 31, 2030, with a final principal payment of the remaining unpaid principal due on May 24, 2030.
Pursuant to the 2024 Amendment noted above, interest on the term loan accrues, at CUSA's option, at either (i) a rate determined by reference to the secured overnight financing rate (“SOFR”) as published by CME Group Benchmark Administration Limited and identified by Barclay's Bank PLC (the Administrative Agent) as the forward-looking term rate based on SOFR for a period of 1, 3, or 6
48
months (depending upon the Interest Period (as defined in the Credit Agreement) chosen by CUSA) (the “Term SOFR Rate”), subject to a floor of 0.50% per annum, plus an applicable margin of 3.25% per annum, or (ii) for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Reserve Bank of New York Rate in effect on such day, plus 1/2 of 1.00% and (c) the Term SOFR Rate for a one month Interest Period, as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day), plus 1.00% (this clause (ii), the "Alternate Base Rate"), subject in the case of this clause (ii) to a floor of 1.50% per annum, plus, in the case of this clause (ii), an applicable margin of 2.25% per annum effective.
Interest on revolving credit loans accrues, at CUSA's option, at either (i) the Term SOFR Rate plus an applicable margin that ranges from 3.00% to 3.50% per annum, or (ii) the Alternate Base Rate, subject, in the case of this clause (ii) to a floor of 1.00% per annum, plus, in the case of this clause (ii), an applicable margin that ranges from 2.00% to 2.50%. The applicable margin with respect to revolving credit loans is a function of the Consolidated Net Senior Secured Leverage Ratio as defined in the Credit Agreement. As of September 30, 2024, the applicable margin was 3.00%, however, there were no borrowings outstanding under the revolving line of credit. In addition, CUSA is required to pay a commitment fee on the revolving line of credit that accrues at a rate ranging from 0.20% to 0.375% per annum of the daily unused portion of the revolving line of credit. The commitment fee rate is a function of the Consolidated Net Senior Secured Leverage Ratio and was 0.20% at September 30, 2024.
CUSA’s obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Holdings other than CUSA (the “Other Guarantors”) and are secured by security interests in all of CUSA, and substantially all of Holdings’ and the Other Guarantors’ personal property.
The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on the ability of Holdings, CUSA and their subsidiaries to: merge, consolidate, liquidate, or dissolve; sell, transfer or otherwise dispose of assets; create, incur or permit to exist certain indebtedness and liens; pay dividends, repurchase stock and make other Restricted Payments (as defined in the Credit Agreement); prepay certain indebtedness; make investments; enter into transactions with affiliates; and change the nature of their business. At any time that CUSA has revolving credit loans outstanding, it is not permitted to allow the Consolidated Net Senior Secured Leverage Ratio to exceed 3.5 to 1.0. As of September 30, 2024, there were no revolving credit loans outstanding, and CUSA’s Consolidated Net Senior Secured Leverage Ratio was below zero.
The Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control, material money judgments and failure to maintain security interests. If an event of default occurs, all commitments under the Credit Agreement may be terminated and all obligations under the Credit Agreement could be accelerated by the Lenders, causing all loans outstanding (including accrued interest and fees payable thereunder) to be declared immediately due and payable.
The Restricted Payments covenant, as defined in the Credit Agreement generally does not limit the ability of Holdings and its subsidiaries to pay dividends and make other Restricted Payments if the Consolidated Net Total Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 2.75 to 1.00. If the Consolidated Net Total Leverage Ratio is greater than 2.75 to 1.00, but not greater than 5.00 to 1.00, Restricted Payments generally may be made in an aggregate amount not to exceed the Available Amount (as defined in the Credit Agreement), which is a function of CUSA’s Consolidated EBITDA minus 1.75 times its Consolidated Interest Expense (as such terms are defined in the Credit Agreement) and certain other factors as specified in the Credit Agreement. As of September 30, 2024, the Consolidated Net Total Leverage Ratio was 2.14 to 1.00 and the Available Amount was $752.8 million. In addition, the Credit Agreement contains other baskets that allow certain Restricted Payments in excess of the Applicable Amount.
We have three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding. See Note 7 to the condensed consolidated financial statements for discussion of the interest rate swaps.
As of September 30, 2024, there was $640.3 million outstanding under the term loan and no borrowings were outstanding under the $125.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of September 30, 2024 was approximately 6.9% per annum, after giving effect to the interest rate swap agreements.
7.00% Senior Notes
On July 18, 2024, CUSA issued $500.0 million 7.00% senior unsecured notes, at par (the “7.00% Senior Notes”). The notes will mature on August 1, 2032. Interest on the 7.00% Senior Notes will be payable on February 1 and August 1 of each year, beginning on February 1, 2025. CUSA incurred debt issuance costs of approximately $8.7 million in connection with the issuance, which were recorded as a reduction of long-term debt on the Company’s consolidated balance sheet. Proceeds, net of fees, were used to repay CUSA’s 5.875% $405.0 million aggregate principal amount of Senior Notes due March 2026 (the “5.875% Senior Notes”), as discussed below under 5.875% Secured Notes. The remainder of the net proceeds will be used for general corporate purposes.
The notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries, or its guarantors, that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other
49
debt. If CUSA cannot make payments on the 7.00% Senior Notes when they are due, CUSA’s guarantors must make them instead. The 7.00% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt, including the 5.25% senior notes due 2028 and all borrowings under CUSA’s Credit Agreement. The notes and the guarantees will be structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries. The notes and the guarantees will be structurally senior to the 4.50% convertible senior notes due 2025, and all future debt, if any, issued by Holdings that is not guaranteed by CUSA or any of its subsidiaries.
CUSA may redeem the 7.00% Senior Notes in whole or in part at any time on or after August 1, 2027 at redemption prices set forth in the indenture governing the 7.00% Senior Notes, plus accrued and unpaid interest, if any, on the 7.00% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on August 1 of the years indicated below:
|
Percentage of Principal Amount |
2027 |
103.50% |
2028 |
101.75% |
2029 and Thereafter |
100.00% |
Prior to August 1, 2027, CUSA has the option to redeem all or a portion of the 7.00% Senior Notes at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a make-whole premium. In addition, prior to August 1, 2027, CUSA may redeem up to 40% of the aggregate principal amount of the 7.00% Senior Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 107.0% of the principal amount of the 7.00% Senior Notes redeemed, plus accrued and unpaid interest, if any, as long as (i) at least 60% of the principal amount of the 7.00% Senior Notes outstanding issued under the indenture governing the 7.00% Senior Notes (including any additional notes) remains outstanding immediately after each such redemption and (ii) the redemption occurs within 120 days of the date of the closing of such equity offerings.
The indenture governing the 7.00% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) incur or guarantee additional indebtedness, (2) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (3) make certain investments, (4) engage in certain transactions with affiliates, (5) incur or assume certain liens, and (6) consolidate, merge or transfer all or substantially all of its assets. Additionally, upon a change in control, as defined in the indenture governing the 7.00% Senior Notes, CUSA would be required to make an offer to repurchase all of the 7.00% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase.
5.875% Senior Notes
On March 16, 2021, CUSA issued $405.0 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Interest on the 5.875% Senior Notes was payable on March 15 and September 15 of each year. The 5.875% Senior Notes were scheduled to mature on March 15, 2026.
Concurrently with the 7.00% Senior Notes bond offering discussed above, on July 9, 2024, CUSA commenced a cash tender offer to purchase any and all of CUSA’s 5.875% Senior Notes. On July 18, 2024, CUSA completed the tender of $345.3 aggregate principal amount of the notes. After the expiration of the tender offer, $59.7 million aggregate principal amount of the 5.875% Senior Notes remained outstanding.
On September 19, 2024, CUSA, as permitted by the terms of the indenture governing the 5.875% Senior Notes, irrevocably deposited non-callable U.S. government treasury securities with a trustee in an amount sufficient to fund the repayment of the remaining $59.7 million principal amount of the 5.875% Senior Notes on March 15, 2025 (the “Redemption Date”) at 100% of the principal amount plus accrued and unpaid interest thereon. After the deposit of such funds with the trustee, CUSA’s obligations under the indenture with respect to the 5.875% Senior Notes were satisfied and discharged and the transaction was accounted for as a debt extinguishment.
As a result of the debt extinguishment CUSA recognized a loss of $3.0 related to the write-off of unamortized debt issuance costs as well as legal and other fees incurred in connection with the transactions, which is reflected in “Loss on debt amendments and extinguishments” in the Company’s condensed consolidated statement of income for the three and nine months ended September 30, 2024. See Note 7 to the condensed consolidated financial statements for a discussion of the satisfaction and discharge of the 5.875% Senior Notes completed on September 19, 2024.
5.25% Senior Notes
On June 15, 2021, CUSA issued $765.0 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year. The 5.25% Senior Notes mature on July 15, 2028.
The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA's or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to
50
CUSA’s and the guarantors’ existing and future senior debt, including borrowings under CUSA's Credit Agreement (as defined below) and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement, to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50% convertible senior notes due 2025 issued by Holdings.
CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture.
8.75% Secured Notes
On April 20, 2020, CUSA issued $250.0 million 8.75% senior secured notes (the “8.75% Secured Notes”) with a maturity date of May 1, 2025. Interest on the 8.75% Secured Notes was payable on May 1 and November 1 of each year. CUSA could redeem the 8.75% Secured Notes in whole or in part at redemption prices specified in the indenture.
On May 1, 2023, CUSA redeemed $100.0 million in principal amount of the 8.75% Secured Notes plus accrued interest thereon for $106.6 million in cash. Following the redemption, $150.0 million in aggregate principal amount of the 8.75% Secured Notes remained outstanding.
On May 1, 2024, CUSA redeemed the remaining $150.0 million in outstanding principal amount of the 8.75% Secured Notes at par plus accrued interest thereon for $156.6 million in cash. Upon redemption, the indenture governing the 8.75% Secured Notes was fully satisfied and discharged. See Note 7 to the condensed consolidated financial statements for additional information on the redemption.
Borrowing of International Subsidiaries
In August, 2024, one of the Company’s international subsidiaries paid off its outstanding bank loan. The bank loan was scheduled to mature in January 2029.
Covenant Compliance
The indentures governing the 7.00% Senior Notes and the 5.25% Senior Notes ("the indentures") contain covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of September 30, 2024, CUSA could have distributed up to approximately $3.9 billion to its parent company and sole stockholder, Holdings, under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, CUSA would be required to make an offer to repurchase the 7.00% Senior Notes and the 5.25% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow CUSA 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 September 30, 2024 was 5.1 to 1.
See discussion of dividend restrictions and the net senior secured leverage ratio under the Credit Agreement at Senior Secured Credit Facility above.
As of September 30, 2024, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.
51
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to financial market risks, including changes in interest rates and foreign currency exchange rates.
Interest Rate Risk
The Company currently has variable rate debt. An increase or decrease in interest rates would affect its interest expense related to this variable rate debt. At September 30, 2024, we had an aggregate of $190.3 million of variable rate debt outstanding, after giving effect to the interest rate swaps. Based on the interest rates in effect on the variable rate debt outstanding at September 30, 2024, a 100 basis point increase in market interest rates would increase our annual interest expense by $1.9 million.
The tables below provide information about Holdings' and CUSA’s fixed rate and variable rate long-term debt agreements as of September 30, 2024. The Company has three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan debt. See Interest Rate Swap Agreements below. Holdings’ long-term debt agreements include fixed rate and variable rate long-term debt of CUSA, which is guaranteed by Holdings.
Holdings Debt
|
|
Expected Maturity for the Twelve Months Ending September 30, |
|
|
Average |
|
||||||||||||||||||||||||
|
|
(in millions) |
|
|
Interest |
|
||||||||||||||||||||||||
|
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
Thereafter |
|
Total |
|
|
Fair Value |
|
|
Rate |
|
|||||||||
Fixed rate |
|
$ |
460.0 |
|
$ |
— |
|
$ |
— |
|
$ |
765.0 |
|
$ |
— |
|
$ |
950.0 |
|
$ |
2,175.0 |
|
|
$ |
2,643.0 |
|
|
|
5.7 |
% |
Variable rate |
|
|
6.4 |
|
|
6.4 |
|
|
6.4 |
|
|
6.4 |
|
|
6.5 |
|
|
158.2 |
|
|
190.3 |
|
|
|
191.0 |
|
|
|
7.9 |
% |
Total debt (1) |
|
$ |
466.4 |
|
$ |
6.4 |
|
$ |
6.4 |
|
$ |
771.4 |
|
$ |
6.5 |
|
$ |
1,108.2 |
|
$ |
2,365.3 |
|
|
$ |
2,834.0 |
|
|
|
5.9 |
% |
CUSA Debt
|
|
Expected Maturity for the Twelve Months Ending September 30, |
|
|
Average |
|
||||||||||||||||||||||||
|
|
(in millions) |
|
|
Interest |
|
||||||||||||||||||||||||
|
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
Thereafter |
|
Total |
|
|
Fair Value |
|
|
Rate |
|
|||||||||
Fixed rate |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
765.0 |
|
$ |
— |
|
$ |
950.0 |
|
$ |
1,715.0 |
|
|
$ |
1,729.1 |
|
|
|
6.1 |
% |
Variable rate |
|
|
6.4 |
|
|
6.4 |
|
|
6.4 |
|
|
6.4 |
|
|
6.5 |
|
|
158.2 |
|
|
190.3 |
|
|
|
191.0 |
|
|
|
7.9 |
% |
Total debt (1) |
|
$ |
6.4 |
|
$ |
6.4 |
|
$ |
6.4 |
|
$ |
771.4 |
|
$ |
6.5 |
|
$ |
1,108.2 |
|
$ |
1,905.3 |
|
|
$ |
1,920.1 |
|
|
|
6.3 |
% |
Interest Rate Swap Agreements
All of the interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on each of Holdings’ and CUSA’s condensed consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 7 to the condensed consolidated financial statements for further discussion of the interest rate swap agreements.
Foreign Currency Exchange Rate Risk
There have been no material changes in foreign currency exchange rate risk previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.
Item 4. Controls and Procedures
Evaluation of the Effectiveness of Disclosure Controls and Procedures
As of September 30, 2024, under the supervision and with the participation of Holdings’ and CUSA’s principal executive officer and principal financial officer, Holdings and CUSA carried out an evaluation required by the Exchange Act of the effectiveness of the design and operation of their respective disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, Holdings’ and CUSA’s principal executive officer and principal financial officer concluded that, as of September 30, 2024, each of Holdings’ and CUSA’s respective disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by each of Holdings and CUSA in the reports that are filed or submitted 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 Holdings’ and CUSA’s management, including Holdings’ and CUSA’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
52
Changes in Internal Control Over Financial Reporting
There have been no changes in Holdings’ and CUSA’s 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 September 30, 2024 that materially affected, or are reasonably likely to materially affect, Holdings’ and CUSA’s internal control over financial reporting.
53
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Other than the discussion at Note 18, there have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.
Item 1A. Risk Factors
We believe there have been no material changes in our risk factors from those disclosed in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed February 16, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) In the third quarter of 2024, Holdings purchased shares of its common stock as follows:
|
|
Total Number of Shares Purchased (1) |
|
Average Price Paid per Share |
|
Total Number of Shares Purchased As Part of Publicly Announced Plans |
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plan |
|
||||
July 1 through July 31 |
|
|
1.27 |
|
$ |
21.13 |
|
|
— |
|
|
— |
|
August 1 through August 31 |
|
|
— |
|
$ |
— |
|
|
— |
|
|
— |
|
September 1 through September 30 |
|
|
— |
|
$ |
— |
|
|
— |
|
|
— |
|
Total |
|
|
1.27 |
|
|
|
|
— |
|
|
— |
|
|
(1) Represents shares of Holdings’ common stock (in thousands) repurchased in July, August and September of 2024 to satisfy employee tax-withholding obligations upon vesting in restricted stock and performance stock units. See Note 10 to the condensed consolidated financial statements.
For a description of limitations on the payment of Holdings’ dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”
54
Item 5. Other Information
Adoption of Rule 10b5-1 Trading Plans
On August 22, 2024, Mark Zoradi, a member of our Board of Directors,
The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices.
On September 4, 2024, Michael Cavalier, our Executive Vice President – General Counsel and Business Affairs,
The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices.
On September 6, 2024, Melissa Thomas, our Executive Vice President-Chief Financial Officer,
The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices.
On September 6, 2024, Sean Gamble, our President and Chief Executive Officer,
The plan is intended to comply with Rule 10b5-1 and provides for the sale of shares at predetermined intervals and prices.
55
Supplemental Schedules Specified by the Senior Notes Indentures
As required by the indentures governing CUSA’s 7.00% Senior Notes and 5.25% Senior Notes, collectively “the senior notes”, CUSA has included in this filing interim financial information for its subsidiaries that have been designated as unrestricted subsidiaries, as defined by the indentures. As required by these indentures, CUSA has included an unaudited condensed consolidating balance sheet and unaudited condensed consolidating statements of income, comprehensive income and cash flows for CUSA. See Liquidity and Capital Resources at Part I - Item 2 for discussion of the senior notes, including relevant covenants and restrictions. The following supplementary schedules separately identify CUSA’s restricted subsidiaries and unrestricted subsidiaries as required by the indentures.
|
|
Page |
Unaudited Condensed Consolidating Balance Sheet as of September 30, 2024 |
|
57 |
|
|
|
Unaudited Condensed Consolidating Statement of Income for the nine months ended September 30, 2024 |
|
58 |
|
|
|
|
59 |
|
|
|
|
|
60 |
56
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2024
(in millions, unaudited)
|
|
Restricted |
|
|
Unrestricted |
|
|
|
|
|
|
|
||||
|
|
Group |
|
|
Group |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
575.6 |
|
|
$ |
125.9 |
|
|
$ |
— |
|
|
$ |
701.5 |
|
Other current assets |
|
|
404.8 |
|
|
|
(120.0 |
) |
|
|
(12.9 |
) |
|
|
271.9 |
|
Total current assets |
|
|
980.4 |
|
|
|
5.9 |
|
|
|
(12.9 |
) |
|
|
973.4 |
|
Theatre properties and equipment, net |
|
|
1,121.2 |
|
|
|
— |
|
|
|
— |
|
|
|
1,121.2 |
|
Operating lease right-of-use assets, net |
|
|
969.6 |
|
|
|
— |
|
|
|
— |
|
|
|
969.6 |
|
Other long-term assets |
|
|
1,776.5 |
|
|
|
303.4 |
|
|
|
(375.2 |
) |
|
|
1,704.7 |
|
Total assets |
|
$ |
4,847.7 |
|
|
$ |
309.3 |
|
|
$ |
(388.1 |
) |
|
$ |
4,768.9 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt |
|
$ |
6.4 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6.4 |
|
Current portion of operating lease obligations |
|
|
211.9 |
|
|
|
— |
|
|
|
— |
|
|
|
211.9 |
|
Current portion of finance lease obligations |
|
|
16.4 |
|
|
|
— |
|
|
|
— |
|
|
|
16.4 |
|
Current income tax payable |
|
|
1.8 |
|
|
|
— |
|
|
|
— |
|
|
|
1.8 |
|
Accounts payable and accrued expenses |
|
|
472.3 |
|
|
|
— |
|
|
|
(12.9 |
) |
|
|
459.4 |
|
Total current liabilities |
|
|
708.8 |
|
|
|
— |
|
|
|
(12.9 |
) |
|
|
695.9 |
|
Long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, less current portion |
|
|
2,132.6 |
|
|
|
— |
|
|
|
(262.2 |
) |
|
|
1,870.4 |
|
Operating lease obligations, less current portion |
|
|
825.7 |
|
|
|
— |
|
|
|
— |
|
|
|
825.7 |
|
Finance lease obligations, less current portion |
|
|
94.1 |
|
|
|
— |
|
|
|
— |
|
|
|
94.1 |
|
Other long-term liabilities and deferrals |
|
|
421.6 |
|
|
|
0.6 |
|
|
|
— |
|
|
|
422.2 |
|
Total long-term liabilities |
|
|
3,474.0 |
|
|
|
0.6 |
|
|
|
(262.2 |
) |
|
|
3,212.4 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity |
|
|
664.9 |
|
|
|
308.7 |
|
|
|
(113.0 |
) |
|
|
860.6 |
|
Total liabilities and equity |
|
$ |
4,847.7 |
|
|
$ |
309.3 |
|
|
$ |
(388.1 |
) |
|
$ |
4,768.9 |
|
Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.
57
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2024
(in millions, unaudited)
|
|
Restricted |
|
|
Unrestricted |
|
|
|
|
|
|
|
||||
|
|
Group |
|
|
Group |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Revenue |
|
$ |
2,235.2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,235.2 |
|
Cost of operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Theatre operating costs |
|
|
1,659.9 |
|
|
|
— |
|
|
|
— |
|
|
|
1,659.9 |
|
General and administrative expenses |
|
|
158.2 |
|
|
|
— |
|
|
|
— |
|
|
|
158.2 |
|
Depreciation and amortization |
|
|
148.3 |
|
|
|
— |
|
|
|
— |
|
|
|
148.3 |
|
Loss on disposal of assets and other |
|
|
2.0 |
|
|
|
— |
|
|
|
— |
|
|
|
2.0 |
|
Total cost of operations |
|
|
1,968.4 |
|
|
|
— |
|
|
|
— |
|
|
|
1,968.4 |
|
Operating income |
|
|
266.8 |
|
|
|
— |
|
|
|
— |
|
|
|
266.8 |
|
Interest expense |
|
|
(92.9 |
) |
|
|
— |
|
|
|
2.1 |
|
|
|
(90.8 |
) |
Equity in income of affiliates |
|
|
1.3 |
|
|
|
10.0 |
|
|
|
— |
|
|
|
11.3 |
|
Interest expense - NCM |
|
|
(16.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(16.5 |
) |
Other income |
|
|
12.7 |
|
|
|
19.6 |
|
|
|
(2.1 |
) |
|
|
30.2 |
|
Total other expense |
|
|
(95.4 |
) |
|
|
29.6 |
|
|
|
— |
|
|
|
(65.8 |
) |
Income before income taxes |
|
|
171.4 |
|
|
|
29.6 |
|
|
|
— |
|
|
|
201.0 |
|
Income tax (benefit) expense |
|
|
(73.9 |
) |
|
|
6.3 |
|
|
|
— |
|
|
|
(67.6 |
) |
Net income |
|
|
245.3 |
|
|
|
23.3 |
|
|
|
— |
|
|
|
268.6 |
|
Less: Net income attributable to noncontrolling interests |
|
|
2.4 |
|
|
|
— |
|
|
|
— |
|
|
|
2.4 |
|
Net income attributable to Cinemark USA, Inc. |
|
$ |
242.9 |
|
|
$ |
23.3 |
|
|
$ |
— |
|
|
$ |
266.2 |
|
Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.
58
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2024
(in millions, unaudited)
|
|
Restricted |
|
|
Unrestricted |
|
|
|
|
|
|
|
||||
|
|
Group |
|
|
Group |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Net income |
|
$ |
245.3 |
|
|
$ |
23.3 |
|
|
$ |
— |
|
|
$ |
268.6 |
|
Other comprehensive loss, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes and settlements |
|
|
(4.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4.0 |
) |
Foreign currency translation adjustments |
|
|
(14.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(14.4 |
) |
Total other comprehensive loss, net of tax |
|
|
(18.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18.4 |
) |
Total comprehensive income, net of tax |
|
|
226.9 |
|
|
|
23.3 |
|
|
|
— |
|
|
|
250.2 |
|
Comprehensive income attributable to noncontrolling interests |
|
|
(2.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2.4 |
) |
Comprehensive income attributable to Cinemark USA, Inc. |
|
$ |
224.5 |
|
|
$ |
23.3 |
|
|
$ |
— |
|
|
$ |
247.8 |
|
Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.
59
CINEMARK USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2024
(in millions, unaudited)
|
|
Restricted |
|
|
Unrestricted |
|
|
|
|
|
|
|
||||
|
|
Group |
|
|
Group |
|
|
Eliminations |
|
|
Consolidated |
|
||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
245.3 |
|
|
$ |
23.3 |
|
|
$ |
— |
|
|
$ |
268.6 |
|
Adjustments to reconcile net income to cash used for operating activities |
|
|
41.6 |
|
|
|
(5.0 |
) |
|
|
— |
|
|
|
36.6 |
|
Changes in assets and liabilities |
|
|
(16.6 |
) |
|
|
(9.1 |
) |
|
|
— |
|
|
|
(25.7 |
) |
Net cash provided by operating activities |
|
|
270.3 |
|
|
|
9.2 |
|
|
|
— |
|
|
|
279.5 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to theatre properties and equipment |
|
|
(90.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(90.2 |
) |
Proceeds from sale of assets and other |
|
|
0.5 |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
Proceeds from redemption of common units of NCM |
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
Net cash used for investing activities |
|
|
(89.7 |
) |
|
|
0.6 |
|
|
|
— |
|
|
|
(89.1 |
) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of 7.00% Senior Notes |
|
|
500.0 |
|
|
|
— |
|
|
|
— |
|
|
|
500.0 |
|
Redemption of 8.75% Secured Notes |
|
|
(150.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
(150.0 |
) |
Repayment of 5.875% Senior Notes |
|
|
(405.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
(405.0 |
) |
Payment of debt issuance costs |
|
|
(9.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9.5 |
) |
Payment of fees to amend senior secured credit facility and satisfy and discharge the 5.875% Senior Notes |
|
|
(1.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.3 |
) |
Repayments of long-term debt |
|
|
(11.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11.0 |
) |
Restricted stock withholdings for payroll taxes |
|
|
(4.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4.4 |
) |
Payments on finance leases |
|
|
(11.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11.4 |
) |
Other financing activities |
|
|
(2.1 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2.1 |
) |
Net cash used for financing activities |
|
|
(94.7 |
) |
|
|
— |
|
|
|
— |
|
|
|
(94.7 |
) |
Effect of exchange rate changes on cash and cash |
|
|
(6.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6.6 |
) |
Increase in cash and cash equivalents |
|
|
79.3 |
|
|
|
9.8 |
|
|
|
— |
|
|
|
89.1 |
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of year |
|
|
496.3 |
|
|
|
116.1 |
|
|
|
— |
|
|
|
612.4 |
|
End of year |
|
$ |
575.6 |
|
|
$ |
125.9 |
|
|
$ |
— |
|
|
$ |
701.5 |
|
Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.
60
Item 6. Exhibits
10.1 |
|
|
*31.1 |
|
|
*31.2 |
|
|
*31.3 |
|
|
*31.4 |
|
|
**32.1 |
|
|
**32.2 |
|
|
**32.3 |
|
|
**32.4 |
|
|
**101 |
|
The following material from the combined Cinemark Holdings, Inc. and Cinemark USA, Inc. Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) Cinemark Holdings, Inc. Condensed Consolidated Balance Sheets (ii) Cinemark Holdings, Inc. Condensed Consolidated Statements of Income (iii) Cinemark Holdings, Inc. Condensed Consolidated Statements of Comprehensive Income (iv) Cinemark Holdings, Inc. Condensed Consolidated Statements of Equity (v) Cinemark Holdings, Inc. Condensed Consolidated Statements of Cash Flows (vi) Cinemark USA, Inc. Condensed Consolidated Balance Sheets (vii) Cinemark USA, Inc. Condensed Consolidated Statements of Income (viii) Cinemark USA, Inc. Condensed Consolidated Statements of Comprehensive Income (ix) Cinemark USA, Inc. Condensed Consolidated Statements of Equity (x) Cinemark USA, Inc. Condensed Consolidated Statements of Cash Flows (xi) Notes to Condensed Consolidated Financial Statements of Cinemark Holdings, Inc. and Cinemark USA, Inc. |
* 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* filed herewith.
** furnished herewith.
61
CINEMARK HOLDINGS, INC. AND
CINEMARK USA, INC.
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. CINEMARK USA, INC. |
|
|
|
|
Registrants |
|
|
|
|
|
DATE: |
|
October 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
/s/ Sean Gamble |
|
|
|
|
Sean Gamble |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
/s/ Melissa Thomas |
|
|
|
|
Melissa Thomas |
|
|
|
|
Chief Financial Officer |
62