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

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

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

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

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

As of October ~~31, 2017, 116,466,904~~29, 2021, 119,626,449 shares of common stock were issued and outstanding.

Certain matters within this Quarterly Report on Form 10Q include “forward–looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” may include our current expectations, assumptions, estimates and projections about our business and our industry. They may include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. Forward-looking statements can be identified by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict, including, among others, the impacts of COVID-19. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections in, or incorporated by reference to, the Company’s Annual Report on Form 10-K filed February ~~23, 2017~~26, 2021 and ~~quarterly reports~~the Current Report on Form ~~10-Q,~~8-K filed ~~with the Securities and Exchange Commission.~~March 4, 2021. All forward-looking statements are expressly qualified in their entirety by such risk factors. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


	September 30,			December 31,			September 30,			December 31,
	2017			2016			2021			2020
Assets
Current assets
Cash and cash equivalents	$	469,446		$	561,235		$	543,013		$	655,338
Inventories		16,844			16,961			15,244			12,593
Accounts receivable		82,650			74,993			36,753			25,265
Current income tax receivable		4,381			7,367			38,388			165,151
Prepaid expenses and other		17,010			15,761			35,850			34,400
Total current assets		590,331			676,317			669,248			892,747

Theatre properties and equipment		3,268,653			3,059,754			3,365,455			3,403,103
Less: accumulated depreciation and amortization		1,477,047			1,355,218			1,929,981			1,788,041
Theatre properties and equipment, net		1,791,606			1,704,536			1,435,474			1,615,062

Operating lease right-of-use assets, net								1,220,898			1,278,191
Other assets
Goodwill		1,294,342			1,262,963			1,250,135			1,253,840
Intangible assets - net		335,657			334,899
Intangible assets, net								312,025			314,195
Investment in NCM		204,347			189,995			139,997			151,962
Investments in and advances to affiliates		112,878			98,317
Long-term deferred tax asset		2,098			2,051
Deferred charges and other assets - net		40,391			37,555
Investments in affiliates								23,755			23,726
Deferred charges and other assets, net								27,042			33,199
Total other assets		1,989,713			1,925,780			1,752,954			1,776,922

Total assets	$	4,371,650		$	4,306,633		$	5,078,574		$	5,562,922

Liabilities and equity

Current liabilities
Current portion of long-term debt	$	7,099		$	5,671		$	20,288		$	18,056
Current portion of capital lease obligations		24,836			21,139
Current portion of operating lease obligations								215,119			208,593
Current portion of finance lease obligations								14,406			16,407
Current income tax payable		7,893			5,071			0			5,632
Current liability for uncertain tax positions		11,714			10,085
Accounts payable and accrued expenses		341,132			401,259			392,964			357,753
Total current liabilities		392,674			443,225			642,777			606,441

Long-term liabilities
Long-term debt, less current portion		1,781,952			1,782,441			2,477,257			2,377,162
Capital lease obligations, less current portion		252,047			234,281
Operating lease obligations, less current portion								1,070,432			1,138,142
Finance lease obligations, less current portion								105,688			124,609
Long-term deferred tax liability		144,740			135,014			38,059			79,525
Long-term liability for uncertain tax positions		7,801			8,105			40,379			19,225
Deferred lease expenses		41,291			42,378
Deferred revenue - NCM		354,419			343,928
NCM screen advertising advances								348,212			344,255
Other long-term liabilities		44,906			44,301			40,813			74,594
Total long-term liabilities		2,627,156			2,590,448			4,120,840			4,157,512

Commitments and contingencies (see Note 16)

Equity
Cinemark Holdings, Inc.'s stockholders' equity:
Common stock, $0.001 par value: 300,000,000 shares authorized, 120,992,302 shares issued and 116,467,227 shares outstanding at September 30, 2017 and 120,657,254 shares issued and 116,210,252 shares outstanding at December 31, 2016		121			121
Common stock, $0.001 par value: 300,000,000 shares authorized, 124,720,207 shares issued and 119,626,627 shares outstanding at September 30, 2021 and 123,627,080 shares issued and 118,576,099 shares outstanding at December 31, 2020								125			124
Additional paid-in-capital		1,137,897			1,128,442			1,188,554			1,245,569
Treasury stock, 4,525,075 and 4,447,002 shares, at cost, at September 30, 2017 and December 31, 2016, respectively		(76,354	)		(73,411	)
Retained earnings		521,058			453,679
Treasury stock, 5,093,580 and 5,050,981 shares, at cost, at September 30, 2021 and December 31, 2020, respectively								(87,020	)		(87,004	)
Retained earnings (deficit)								(395,143	)		27,937
Accumulated other comprehensive loss		(242,894	)		(247,013	)		(402,380	)		(398,653	)
Total Cinemark Holdings, Inc.'s stockholders' equity		1,339,828			1,261,818			304,136			787,973
Noncontrolling interests		11,992			11,142			10,821			10,996
Total equity		1,351,820			1,272,960			314,957			798,969

Total liabilities and equity	$	4,371,650		$	4,306,633		$	5,078,574		$	5,562,922

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2021			2020			2021			2020
Revenues
Admissions	$	425,128		$	472,842		$	1,351,477		$	1,364,737		$	225,464		$	14,901		$	435,064		$	307,400
Concession		247,027			261,391			777,573			752,798			164,258			9,116			313,560			199,596
Other		38,593			34,341			112,503			100,312			45,099			11,461			95,210			81,072
Total revenues		710,748			768,574			2,241,553			2,217,847			434,821			35,478			843,834			588,068

Cost of operations
Film rentals and advertising		226,229			249,766			725,603			733,101			117,047			8,257			216,839			165,262
Concession supplies		40,178			41,888			124,117			116,999			28,208			2,688			54,195			39,879
Salaries and wages		87,305			84,460			261,318			243,833			67,630			20,181			149,203			116,589
Facility lease expense		81,919			82,848			248,569			241,904			68,767			67,047			200,809			214,490
Utilities and other		92,341			94,999			271,751			265,506			81,723			43,412			192,052			178,806
General and administrative expenses		36,947			35,290			112,997			109,143			38,584			30,342			111,774			99,361
Depreciation and amortization		58,052			54,187			174,545			155,874			67,208			62,543			202,288			191,380
Impairment of long-lived assets		5,026			406			9,600			2,323			7,480			24,595			7,480			41,214
Loss on sale of assets and other		8,576			6,940			9,464			10,985
Restructuring costs														(340	)		524			(1,288	)		20,062
(Gain) loss on disposal of assets and other														1,020			(13,327	)		7,883			(10,997	)
Total cost of operations		636,573			650,784			1,937,964			1,879,668			477,327			246,262			1,141,235			1,056,046

Operating income		74,175			117,790			303,589			338,179

Operating loss														(42,506	)		(210,784	)		(297,401	)		(467,978	)
Other income (expense)
Interest expense		(26,317	)		(26,659	)		(79,208	)		(81,980	)		(37,993	)		(36,577	)		(111,580	)		(92,284	)
Loss on debt amendments and refinancing		—			—			(246	)		(13,284	)
Interest income		1,682			1,665			4,395			5,030			861			1,348			5,335			4,235
Foreign currency exchange gain		584			485			2,018			2,883
Loss on extinguishment of debt														0			—			(6,527	)		—
Foreign currency exchange loss														(273	)		(2,251	)		(920	)		(6,183	)
Distributions from NCM		2,144			1,381			11,704			10,117			0			1,061			77			6,975
Equity in income of affiliates		10,902			12,390			26,767			24,597
Distributions from DCIP														6,534			—			6,534			—
Interest expense - NCM														(5,926	)		(5,901	)		(17,723	)		(17,726	)
Equity in loss of affiliates														(7,146	)		(16,077	)		(22,061	)		(27,711	)
Total other expense		(11,005	)		(10,738	)		(34,570	)		(52,637	)		(43,943	)		(58,397	)		(146,865	)		(132,694	)

Income before income taxes		63,170			107,052			269,019			285,542
Loss before income taxes														(86,449	)		(269,181	)		(444,266	)		(600,672	)
Income taxes		24,630			40,926			98,475			106,002			(8,876	)		(121,145	)		(15,569	)		(222,398	)
Net income	$	38,540		$	66,126		$	170,544		$	179,540
Less: Net income attributable to noncontrolling interests		401			471			1,438			1,454
Net income attributable to Cinemark Holdings, Inc.	$	38,139		$	65,655		$	169,106		$	178,086
Net loss													$	(77,573	)	$	(148,036	)	$	(428,697	)	$	(378,274	)
Less: Net income (loss) attributable to noncontrolling interests														241			(444	)		(175	)		(702	)
Net loss attributable to Cinemark Holdings, Inc.													$	(77,814	)	$	(147,592	)	$	(428,522	)	$	(377,572	)

Weighted average shares outstanding
Basic		115,823			115,601			115,746			115,475			117,274			116,707			117,226			116,552
Diluted		116,104			115,793			116,063			115,706			117,274			116,707			117,226			116,552

Earnings per share attributable to Cinemark Holdings, Inc.'s common stockholders
Loss per share attributable to Cinemark Holdings, Inc.'s common stockholders
Basic	$	0.33		$	0.56		$	1.45		$	1.53		$	(0.65	)	$	(1.25	)	$	(3.59	)	$	(3.22	)
Diluted	$	0.33		$	0.56		$	1.45		$	1.53		$	(0.65	)	$	(1.25	)	$	(3.59	)	$	(3.22	)

Dividends declared per common share	$	0.29		$	0.27		$	0.87		$	0.81

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

The ~~amendments~~remaining accrued restructuring costs of $4,903 are reflected in ~~these accounting standards updates may be applied either using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings~~accounts payable and accrued expenses on the condensed consolidated balance sheet as of ~~the beginning of the fiscal year in which the guidance is effective or retrospectively to each period presented. Early adoption is permitted.~~September 30, 2021.

Earnings Per Share

The following table presents computations of basic and diluted loss per share:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator:
Net loss attributable to Cinemark Holdings, Inc.	$	(77,814	)	$	(147,592	)	$	(428,522	)	$	(377,572	)
Loss allocated to participating share-based awards (1)		1,525			1,472			7,583			2,832
Net loss attributable to common stockholders	$	(76,289	)	$	(146,120	)	$	(420,939	)	$	(374,740	)

Denominator (shares in thousands):
Basic weighted average common stock outstanding		117,274			116,707			117,226			116,552
Common equivalent shares for restricted stock units (2)		—			—			—			—
Common equivalent shares for convertible notes and warrants (3)		—			—			—			—
Diluted common equivalent shares		117,274			116,707			117,226			116,552

Basic loss per share attributable to common stockholders	$	(0.65	)	$	(1.25	)	$	(3.59	)	$	(3.22	)
Diluted loss per share attributable to common stockholders	$	(0.65	)	$	(1.25	)	$	(3.59	)	$	(3.22	)

(1)

For the ~~FASB issued Accounting Standards Update 2017-12,~~ ~~Derivatives~~three months ended September 30, 2021 and ~~Hedging (Topic 815): Targeted Improvements to Accounting~~2020, a weighted average of approximately 2,344 and 1,175 shares of restricted stock, respectively, were considered participating securities. For the nine months ended September 30, 2021 and 2020, a weighted average of approximately 2,112 and 880 shares of restricted stock, respectively, were considered participating securities.

(2)

For the three months ended September 30, 2021 and 2020, approximately 103 and 438, respectively, common equivalent shares for ~~Hedging Activities~~restricted stock units were excluded because they were anti-dilutive. For the nine months ended September 30, 2021 and 2020, approximately 90 and 689, ~~(“ASU 2017-12”). The amendments in ASU 2017-12 improve~~respectively, common equivalent shares for restricted stock units were excluded because they were anti-dilutive.

(3)

For the ~~financial reporting~~three and nine months ended September 30, 2021 and 2020, diluted loss per share excludes the conversion of ~~hedging relationships to better reflect~~ the ~~economic results~~4.50% Convertible Senior Notes into 32,051 shares of an entity’s risk management activities in its financial statements. Additionally, the amendments in ASU 2017-12 simplify certain steps of applying hedge accounting guidance. ASU 2017-04 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. Early adoption is permitted. The Company does not expect ASU 2017-12 to have a material impact on its condensed consolidated financial statements.

3.	~~Earnings Per Share~~

common stock, as well as outstanding warrants, as they would be anti-dilutive. See further discussion below.

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

~~Effective January 1, 2017,~~The impact of the ~~Company adopted ASU 2016-09~~4.50% Convertible Senior Notes on ~~a prospective basis. In accordance with the amendments in ASU 2016-09, the Company’s~~ diluted ~~earnings~~loss per share ~~calculation for~~is calculated under the ~~three and nine months ended September 30, 2017 excludes the estimated income tax benefits and deficiencies in the application~~if-converted method, which assumes conversion of the ~~treasury~~notes at the beginning of the period. The if-converted value of the 4.50% Convertible Senior Notes exceeded the aggregate outstanding principal value of the notes by $180,842. The closing price of the Company's common stock ~~method. Excess income tax benefits or deficiencies related to~~did not exceed the strike price of $18.65 per share ~~based awards are recognized as discrete items in~~(130% of the ~~income statement~~initial exercise price of $14.35 per share) during at least 20 of the ~~period in which they occur. See Note 8 for a discussion~~last 30 trading days of ~~share based awards and related income tax benefits recognized during~~ the nine months ended September 30, ~~2017~~2021 and, ~~2016.~~therefore, the 4.50% Convertible Senior Notes are not considered convertible during the fourth quarter of 2021.

As stated in Note 13 of the Company’s Annual Report on Form 10-K filed February 26, 2021, the Company entered into hedge transactions with, and sold warrants to, counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The ~~following table presents computations~~hedge transactions are generally expected to reduce the potential dilution of ~~basic and diluted~~any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be. The warrants could have a dilutive effect on earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the strike price (initially $22.08 per share).

Long Term Debt Activity

Senior Secured Credit Facility

Cinemark USA, Inc. has a senior secured credit facility that includes a $700,000 term loan and a $100,000 revolving credit line (the “Credit Agreement”). As of September 30, 2021, there was $634,785 outstanding under the ~~two-class method:~~term loan and 0 borrowings were outstanding under the revolving credit line. As of September 30, 2021, $100,000 was available for borrowing under the revolving credit line. Quarterly principal payments of $1,649 are due on the term loan through December 31, 2024, with a final principal payment of $613,351 due on March 29, 2025. As a result of the June 15, 2021 amendment to the Credit Agreement discussed below, the revolving

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Numerator:

Net income attributable to Cinemark Holdings, Inc.

$
38,139

$
65,655

$
169,106

$
178,086

Earnings allocated to participating share-based awards ⁽¹⁾

(209
)

(336
)

(842
)

(805
)
Net income attributable to common stockholders

$
37,930

$
65,319

$
168,264

$
177,281

Denominator (shares in thousands):

Basic weighted average common stock outstanding

115,823

115,601

115,746

115,475

Common equivalent shares for restricted stock units

281

192

317

231

Diluted

116,104

115,793

116,063

115,706

Basic earnings per share attributable to common
stockholders

$
0.33

$
0.56

$
1.45

$
1.53

Diluted earnings per share attributable to common
stockholders

$
0.33

$
0.56

$
1.45

$
1.53

~~(1)~~

For the three months ended September 30, 2017 and 2016, a weighted average of approximately 643 and 596 shares of unvested restricted stock, respectively, were considered participating securities. For the nine months ended September 30, 2017 and 2016, a weighted average of approximately 581 and 526 shares of unvested restricted stock, respectively, were considered participating securities.

1013

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

4.	~~Long Term Debt Activity~~

credit line matures on November 28, 2024. The average interest rate applicable to outstanding term loan borrowings under the Credit Agreement as of September 30, 2021 was approximately 3.4% per annum, after giving effect to the interest rate swap agreements discussed below.

On April 17, 2020, in conjunction with the issuance of the 8.750% Secured Notes discussed below, the Company obtained a waiver of the leverage covenant from the majority of revolving lenders under the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020. The waiver is subject to certain liquidity thresholds, restrictions on investments and the use of the Applicable Amount.

On August 21, 2020, the Company further amended the waiver of the leverage covenant to extend through the fiscal quarter ending September 30, 2021. The amendment also (i) modifies the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, (ii) for purposes of testing the consolidated net senior secured leverage ratio for the fiscal quarters ending on December 31, 2021, March 31, 2022 and June 30, 2022, permits the Company to substitute Consolidated EBITDA for the first three fiscal quarters of 2019 in lieu of Consolidated EBITDA for the corresponding fiscal quarters of 2021, (iii) modifies the restrictions imposed by the covenant waiver, and (iv) makes such other changes to permit the issuance of the 4.50% Convertible Senior ~~Secured Credit Facility~~Notes discussed below.

On June ~~16, 2017, Cinemark USA, Inc., our wholly-owned subsidiary,~~15, 2021, in conjunction with the issuance of the 5.25% Senior Notes discussed below, the Credit Agreement was amended ~~its senior secured~~to, among other things, extend the maturity of the revolving credit ~~facility~~line from November 28, 2022 to ~~reduce the rate at which the term loan bears interest by 0.25% and to modify certain covenant definitions within the agreement.~~November 28, 2024. The Company incurred debt issue costs of approximately ~~$521~~$500 in connection with the ~~amendment,~~extension of the revolving credit line, which are ~~reflected~~recorded as a reduction of ~~long term~~long-term debt on the consolidated balance sheet.

5.875% Senior Notes

On March 16, 2021, Cinemark USA, Inc. issued $405,000 aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of Cinemark USA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that remained outstanding after the tender offer. See further discussion of the tender offer below. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year, beginning September 15, 2021. The 5.875% Senior Notes mature on March 15, 2026. The Company incurred debt issue costs of approximately $5,980 in connection with the issuance, which are recorded as a reduction of long-term debt, less current on the consolidated balance sheet.

The 5.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior debt and are senior in right of payment to all of Cinemark USA, Inc.’s and its guarantors’ existing and future senior subordinated debt. The 5.875% Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under Cinemark USA, Inc.’s amended senior secured credit facility. The 5.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee the 5.875% Senior Notes.

The indenture to the 5.875% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. 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. Upon a change of control, as defined in the indenture, the Company would be required to make an offer to repurchase the 5.875% 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 indenture governing the 5.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

5.250% Senior Notes

On June 15, 2021, Cinemark USA, Inc. issued $765,000 aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of Cinemark USA’s 4.875% $755,000 aggregate principal amount of Senior Notes due 2023 (the “4.875% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year, beginning January 15, 2022. The 5.25% Senior Notes mature on July 15, 2028. The Company incurred debt

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

issue costs of approximately $10,684 in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheet.

The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be Cinemark USA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to Cinemark USA’s and the guarantors’ existing and future senior debt, including borrowings under Cinemark USA’s Credit Agreement (as defined below) and Cinemark USA’s existing senior notes, (ii) rank senior in right of payment to Cinemark USA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of Cinemark USA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement and Cinemark USA’s 8.750% senior secured notes due 2025, in each case 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 Cinemark USA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50% convertible senior notes due 2025 issued by Cinemark Holdings.

The indenture to the 5.25% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. 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. Upon a change of control, as defined in the indenture, the Company would be required to make an offer to repurchase 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 indenture governing the 5.25% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

4.875% Senior Notes

On May 21, 2021, Cinemark USA, Inc. issued a conditional notice of optional redemption to redeem the $755,000 outstanding principal amount of the 4.875% Senior Notes. In connection therewith, Cinemark USA deposited with Wells Fargo Bank, N.A., as Trustee for the 4.875% Senior Notes (the “Trustee”), funds sufficient to redeem all 4.875% Senior Notes remaining outstanding on June 21, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included $755,000 of outstanding principal at the redemption price equal to 100.000% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on June 15, 2021, the indenture governing the 4.875% Senior Notes was fully satisfied and discharged.

The Company recorded a loss on extinguishment of debt of $3,919, which included the write-off of $3,301 unamortized debt issuance costs and the payment of $618 in related fees during the nine months ended September 30, 2021.

5.125% Senior Notes

On March 16, 2021, Cinemark USA, Inc. completed a tender offer to purchase its previously outstanding 5.125% Senior Notes, of which $333,990 was tendered at the expiration of the offer. On March 16, 2021, Cinemark USA, Inc. also issued a notice of optional redemption to redeem the remaining $66,010 principal amount of the 5.125% Senior Notes. In connection therewith, Cinemark USA deposited with Wells Fargo Bank, N.A., as Trustee for the 5.125% Senior Notes (the “Trustee”), funds sufficient to redeem all 5.125% Notes remaining outstanding on April 15, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included $66,010 of outstanding principal at the redemption price equal to 100.000% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on March 16, 2021, the indenture governing the 5.125% Senior Notes was fully satisfied and discharged.

The Company recorded a loss on extinguishment of debt of $2,603 during the nine months ended September 30, 2021, which included the write-off of $1,168 unamortized debt issuance costs and the payment of $1,435 in tender and legal fees.

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Additional Borrowings of International Subsidiaries

During the nine months ended September 30, 2021, certain of the Company’s international subsidiaries borrowed an aggregate of $9,706 under various local bank loans. Below is a summary of these loans:


	Loan Amounts
Loan Description	(in USD)		Interest Rates	Covenants	Maturity
Peru bank loan	$	3,277	4.8%	Negative covenants	January 2024
Brazil bank loan	$	6,429	4.0%	Negative covenants	January 2029

Additionally, the Company deposited cash into a collateral account to support the issuance of bank letters of credit to the lenders for the international loans noted above. The total amount deposited during the nine months ended September 30, 2021 was $7,300. Total deposits made to support bank letters of credit for the Company’s outstanding international loans is $21,147 and is considered restricted cash as of September 30, 2021.

Interest Rate Swap Agreements

Below is a summary of the Company’s interest rate swap agreements designated as cash flow hedges as of September 30, 2021:


						Estimated
						Fair Value at
Notional						September 30,
Amount		Effective Date	Pay Rate	Receive Rate	Expiration Date	2021 (1)
$	137,500	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024	$	6,562
$	175,000	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		8,419
$	137,500	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		6,918
$	150,000	March 31, 2020	0.57%	1-Month LIBOR	March 31, 2022		354
					Total	$	22,253

(1)

Approximately $9,536 of the total is included in accounts payable and accrued expenses and $12,717 is included in other long-term liabilities on the condensed consolidated balance sheet as of September 30, ~~2017. In addition,~~2021.

Upon amending the interest rate swap agreements effective March 31,2020, the Company ~~incurred approximately $246~~determined that the interest payments hedged with the agreements are still probable to occur, therefore the loss that accumulated on the swaps prior to the amendments of $29,359 is being amortized to interest expense through December 31, 2022, the original maturity dates of the swaps. Approximately $1,124 and $3,372 was recorded in ~~legal fees that are reflected as loss on debt amendments and refinancing on~~interest expense in the condensed consolidated ~~statements of~~ income statement for the three and nine months ended September 30, ~~2017.~~ 2021, respectively.

The fair values of the amended interest rate swaps and the new interest rate swap are recorded on the Company’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. The changes in fair value are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings. The valuation technique used to determine fair value is the income approach. Under this approach, the Company uses projected future interest rates, which fall in Level 2 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35, as provided by counterparties to the interest rate swap agreements and the fixed rates that the Company is obligated to pay under the agreements.

Adoption of ASU 2020-06

ASU 2020-06 simplifies the guidance on an issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature of such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models reduces reported interest expense and increases reported net income for entities that have issued a convertible instrument within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method is no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

The Company adopted ASU 2020-06 under the modified retrospective method effective January 1, 2021. As a result of the adoption, the entire $460,000 principal balance of the 4.50% Convertible Senior Notes are recorded in long-term debt and is no longer bifurcated between long-term debt and equity. The impact of the adoption is as follows:



Reclassified $101,123 previously allocated to the cash conversion feature and recorded in equity, from equity to long term debt on the condensed consolidated balance sheet.



Reversed the accretion of interest of $5,714 on the 4.50% Convertible Senior Notes recorded during the year ended December 31, 2020 with a credit to retained earnings.



Reclassified $3,764 of debt issue costs previously allocated to equity to long-term debt on the condensed consolidated balance sheet.



Recorded offsetting amortization of debt issue costs of $274 as an adjustment to retained earnings on the condensed consolidated balance sheet.

Fair Value of Long-Term Debt

The Company estimates the fair value of its long-term debt using the market approach, which utilizes quoted market prices that fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by ASC 820, Fair Value Measurement (“ASC Topic ~~820.~~820”). The carrying value of the Company’s long-term debt, ~~was $1,820,112 and $1,822,966 as of September 30, 2017 and December 31, 2016, respectively,~~ excluding unamortized debt discounts and debt issue ~~costs.~~costs, was $2,543,099 and $2,527,900 as of September 30, 2021 and December 31, 2020, respectively. The fair value of the Company’s long-term debt was ~~$1,840,641~~$2,825,036 and ~~$1,850,212~~$2,652,635 as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively.

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

Equity

Below is a summary of changes in stockholders’ equity attributable to Cinemark Holdings, Inc., noncontrolling interests and total equity for the three and nine months ended September 30, ~~2017~~2021 and ~~2016:~~2020:

Cinemark

Holdings, Inc.

Stockholders’

Noncontrolling

Total

Equity

Interests

Equity

Balance at January 1, 2017

$
1,261,818

$
11,142

$
1,272,960

Share based awards compensation expense

9,487

—

9,487

Stock withholdings related to share based awards that
vested during the nine months ended September 30, 2017

(2,943
)

—

(2,943
)
Tax expense related to share based awards vesting

(32
)

―

(32
)
Dividends paid to stockholders ⁽¹⁾

(101,304
)

—

(101,304
)
Dividends accrued on unvested restricted stock unit
awards ⁽¹⁾

(423
)

—

(423
)
Dividends paid to noncontrolling interests

—

(588
)

(588
)
Net income

169,106

1,438

170,544

Other comprehensive income in equity method investees

92

—

92

Foreign currency translation adjustments (see Note 12)

4,027

—

4,027

Balance at September 30, 2017

$
1,339,828

$
11,992

$
1,351,820


	Common Stock		Treasury Stock			Additional Paid-In-Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Total Cinemark Holdings, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2021	$	124	$	(87,004	)	$	1,245,569		$	27,937		$	(398,653	)	$	787,973		$	10,996		$	798,969
Impact of adoption of ASU 2020-06, net of deferred taxes of $23,756 (See Note 7)		—		—			(73,604	)		5,440			—			(68,164	)		—			(68,164	)
Issuance of share based awards and share based awards compensation expense		—		—			4,668			—			—			4,668			—			4,668
Stock withholdings related to share based awards that vested during the three months ended March 31, 2021		—		(8	)		—			—			—			(8	)		—			(8	)
Adjustment to accrued dividends on unvested restricted stock unit awards		—		—			—			(2	)		—			(2	)		—			(2	)
Net loss		—		—			—			(208,241	)		—			(208,241	)		(602	)		(208,843	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			5,704			5,704			—			5,704
Amortization of accumulated losses for amended swap agreements		—		—			—			—			1,124			1,124			—			1,124
Foreign currency translation adjustments		—		—			—			—			(9,465	)		(9,465	)		—			(9,465	)
Balance at March 31, 2021		124		(87,012	)		1,176,633			(174,866	)		(401,290	)		513,589			10,394			523,983
Issuance of share based awards and share based awards compensation expense		1		—			5,907			—			—			5,908			—			5,908
Stock withholdings related to share based awards that vested during the three months ended June 30, 2021		—		(4	)		—			—			—			(4	)		—			(4	)
Adjustment to accrued dividends on unvested restricted stock unit awards related to forfeitures		—		—			—			4			—			4			—			4
Net loss		—		—			—			(142,467	)		—			(142,467	)		186			(142,281	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			746			746			—			746
Amortization of accumulated losses for amended swap agreements		—		—			—			—			1,123			1,123			—			1,123
Foreign currency translation adjustments		—		—			—			—			8,259			8,259			—			8,259
Balance at June 30, 2021		125		(87,016	)		1,182,540			(317,329	)		(391,162	)		387,158			10,580			397,738
Share based awards and share based awards compensation expense		—		—			6,014			—			—			6,014						6,014
Stock withholdings related to share based awards that vested during the three months ended September 30, 2021		—		(4	)		—			—			—			(4	)		—			(4	)
Net loss		—		—			—			(77,814	)		—			(77,814	)		241			(77,573	)
Unrealized gain to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			1,462			1,462			—			1,462
Amortization of accumulated losses for amended swap agreements		—		—			—			—			1,124			1,124			—			1,124
Foreign currency translation adjustments		—		—			—			—			(13,804	)		(13,804	)		—			(13,804	)
Balance at September 30, 2021	$	125	$	(87,020	)	$	1,188,554		$	(395,143	)	$	(402,380	)	$	304,136		$	10,821		$	314,957

~~(1)~~

~~Below is a summary of dividends paid to stockholders and accrued on unvested restricted stock unit awards during the nine months ended September 30, 2017:~~

Amount per Share

Declaration Date

Record Date

Payable Date

of Common Stock

Total

2/23/2017

3/8/2017

3/20/2017

$
0.29

$
33,912

5/25/2017

6/8/2017

6/22/2017

0.29

33,904

8/10/2017

8/31/2017

9/13/2017

0.29

33,911

Total

$
0.87

$
101,727

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data


	Common Stock		Treasury Stock			Additional Paid-In-Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Cinemark Holdings, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2020	$	122	$	(81,567	)	$	1,170,039		$	687,332		$	(340,112	)	$	1,435,814		$	12,508		$	1,448,322
Issuance of share based awards and share based awards compensation expense		—		—			4,111			—			—			4,111			—			4,111
Stock withholdings related to share based awards that vested during the three months ended March 31, 2020		—		(2,691	)		—			—			—			(2,691	)		—			(2,691	)
Dividends paid to stockholders, $0.36 per common share (1)		—		—			—			(42,311	)		—			(42,311	)		—			(42,311	)
Dividends paid to noncontrolling interests		—		—			—			—			—			—			(392	)		(392	)
Dividends accrued on unvested restricted stock unit awards (1)		—		—			—			(256	)		—			(256	)		—			(256	)
Net loss		—		—			—			(59,591	)		—			(59,591	)		169			(59,422	)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			(24,171	)		(24,171	)		—			(24,171	)
Foreign currency translation adjustments		—		—			—			—			(57,625	)		(57,625	)		—			(57,625	)
Balance at March 31, 2020		122		(84,258	)		1,174,150			585,174			(421,908	)		1,253,280			12,285			1,265,565
Issuance of share based awards and share based awards compensation expense		—		—			4,321			—			—			4,321			—			4,321
Stock withholdings related to share based awards that vested during the three months ended June 30, 2020		—		(107	)		—			—			—			(107	)		—			(107	)
Net loss		—		—			—			(170,389	)		—			(170,389	)		(427	)		(170,816	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			849			849			—			849
Amortization of accumulated losses for amended swap agreements		—		—			—			—			2,669			2,669			—			2,669
Foreign currency translation adjustments		—		—			—			—			(3,702	)		(3,702	)		—			(3,702	)
Balance at June 30, 2020	$	122	$	(84,365	)	$	1,178,471		$	414,785		$	(422,092	)	$	1,086,921		$	11,859		$	1,098,780
Issuance of share based awards and share based awards compensation expense		1		—			4,427			—						4,428						4,428
Stock withholdings related to share based awards that vested during the three months ended September 30, 2020		—		(67	)		—			—			—			(67	)		—			(67	)
Net loss		—		—			—			(147,592	)		—			(147,592	)		(444	)		(148,036	)
Issuance of convertible senior notes, net of allocated debt issue costs		—		—			97,359			—			—			97,359			—			97,359
Tax impact of convertible notes issued		—		—			10,960			—			—			10,960			—			10,960
Call options purchased		—		—			(142,094	)		—			—			(142,094	)		—			(142,094	)
Proceeds from issuance of warrants		—		—			89,424			—			—			89,424			—			89,424
Unrealized gain to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—			—			6,528			6,528			—			6,528
Amortization of accumulated losses for amended swap agreements		—		—			—			—			2,669			2,669			—			2,669
Foreign currency translation adjustments		—		—			—			—			(1,503	)		(1,503	)		—			(1,503	)
Balance at September 30, 2020	$	123	$	(84,432	)	$	1,238,547		$	267,193		$	(414,398	)	$	1,007,033		$	11,415		$	1,018,448

NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. ~~Upon joining NCM, the~~The Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM primarily provides advertising ~~and promotions~~ to our theatres. As described further in Note 5 to the Company’s financial statements as included in its 2016 Annual Report on Form 10-K, on February 13, 2007, National CineMedia, Inc. (“NCM, Inc.”), an entity that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. In connection with the NCM, Inc. initial public offering, the Company amended its operating agreement and the ESA. Following the NCM, Inc. IPO, the The Company does not recognize undistributed equity in the earnings on its original NCM membership units (referred to herein as the Company’s Tranche 1 Investment) until NCM’s future net earnings, less distributions received, surpass the amount of the excess distribution. The Company recognizes equity in earnings on its Tranche 1 Investment only to the extent it receives cash distributions from NCM. The Company recognizes cash distributions it receives from NCM on its Tranche 1 Investment as a component of earnings as Distributions from NCM. The Company believes that the accounting model provided by ASC Topic 323-10-35-22 for recognition of equity investee losses in excess of an investor’s basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution.

~~Below is a summary of activity with NCM included~~The Company also periodically receives consideration in the ~~Company’s condensed consolidated financial statements:~~

~~During the three months ended September 30, 2017 and 2016, the Company recorded equity in earnings~~form of ~~approximately $5,032 and $5,815, respectively. During the nine months ended September 30, 2017 and 2016, the Company recorded equity in earnings of approximately $8,098 and $7,660, respectively.~~

The Company made payments to NCM of approximately $75 and $41 during the nine months ended September 30, 2017 and 2016, respectively, related to installation of certain equipment used for digital advertising, which is included in theatre properties and equipment on the condensed consolidated balance sheets.

Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCM, Inc. and the Company, AMC Entertainment, Inc. (“AMC”) and Regal Entertainment Group (“Regal”) (collectively, “Founding Members”), annualcommon units from NCM. Annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance ~~generated by each Founding Member. As further discussed in Note 5 to the Company’s financial statements as included in its 2016 Annual Report on Form 10-K, the~~generated. The common units received are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to ~~deferred revenue. The deferred revenue is amortized over the remaining term of the ESA.~~ NCM screen advertising advances.

During March ~~2017,~~2021, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, ~~on March 30, 2017,~~ the Company received an additional ~~1,487,218~~2,311,482 common units of NCM, ~~each of which is convertible into one share of NCM, Inc. common stock.~~on April 14, 2021. The Company recorded ~~the~~these additional common units ~~received~~ at an estimated fair value of $10,237 with a corresponding adjustment to ~~deferred revenue of approximately $18,363.~~NCM screen advertising advances. The fair value of the common units received was estimated based on the market price of ~~NCM, Inc.~~NCMI common stock (Level 1 input as defined in FASB ASC Topic 820) at the time the common units were determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares. ~~The deferred revenue will be recognized over the remaining term of the ESA, which is approximately 19 years.~~

As of September 30, ~~2017,~~2021, the Company owned a total of ~~27,871,862~~43,161,550 common units of NCM representing an ownership interest of approximately ~~18%~~26%. ~~The~~Each of the Company’s common units in NCM is convertible into 1 share of NCM, Inc. common stock. As of September 30, 2021, the estimated fair value of the Company’s investment in NCM was approximately ~~$194,546~~$153,655 based on NCM, Inc.’s stock price as of September 30, ~~2017~~2021 of ~~$6.98~~$3.56 per share (Level 1 input as defined in FASB ASC Topic 820)~~, which was less than~~.

As discussed above, the Company’s ~~carrying value~~domestic theatres are part of ~~$204,347.~~the in-theatre digital network operated by NCM under the ESA. NCM provides advertising to the Company’s theatres through its branded “Noovie” pre-show entertainment program and also handles lobby promotions and displays for our theatres. The Company ~~does not believe~~receives monthly theatre access fees for participation in the NCM network for participation in the NCM network generally on a per patron and per screen basis. These fees earned under the ESA are reflected in other revenue on the condensed consolidated income statement.

Prior to September 17, 2019, the ESA was accounted for under ASC Topic 606, Revenue from Contracts with Customers. Effective September 17, 2019, the Company signed an amendment to the ESA, under which the Company will provide incremental advertising time to NCM and has extended the term through February 2041. Since the agreement was amended, the Company was required to evaluate the revised contract under ASC Topic 842, Leases, and as a result, determined that the ~~decline~~ESA met the definition of a lease. The Company leases nonconsecutive periods of use of its domestic theatre screens to NCM for purposes of showing third party advertising content. The lease, which is classified as an operating lease, generally requires variable lease payments based on the number of patrons attending the showtimes during which such advertising is shown. The lease agreement is considered short-term due to the fact that the nonconsecutive periods of use, or advertising time slots, are set on a weekly basis. The revenues earned under the ESA, both before and after the amendment, are reflected in other revenue on the consolidated income statement.

In connection with the completion of the NCMI initial public offering, the Company amended and restated its ESA with NCM and received approximately $174,000 in cash consideration from NCM. The proceeds were recorded as deferred revenue and are being amortized over the term of the modified ESA, or through February 2041. In addition to the consideration received upon the ESA modification during 2007, the Company also receives consideration in the form of common units from NCM, at each annual common unit adjustment settlement, in exchange for exclusive access to the Company’s ~~investment~~newly opened domestic screens under the ESA. Due to the significant length of time between receiving the consideration from NCM and fulfillment of the related performance obligation, the ESA includes an implied significant financing component, as per the guidance in ~~NCM was recorded~~ASC Topic 606. As a result of the significant financing component, the Company recognized incremental screen rental revenue and interest expense of $24,003 and $17,723, respectively, during the nine months ended September 30, ~~2017.~~2021 and incremental screen rental revenue and interest expense of $23,464 and $17,726, respectively, during the nine months ended September 30, 2020. The ~~market value~~interest expense was calculated using the Company’s incremental borrowing rates at the time when the cash was received from the NCMI IPO and each tranche of common units was received from NCM, ~~Inc.’s stock price may change due~~which ranged from 4.4% to 8.3%.

Effective September 17, 2019, upon the Company’s evaluation and determination that ASC Topic 842 applies to the ~~performance~~amended ESA, the Company determined it acceptable to apply the significant financing component guidance from ASC Topic 606 by analogy as the economic substance of the ~~business, industry trends, general and economic conditions and other factors.~~ agreement represents a financing arrangement.

Treasury stock represents shares of common stock repurchased or withheld by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of the Company’s treasury stock activity for the nine months ended September 30, ~~2017:~~

As of September 30, ~~2017,~~2021, the Company had no plans to retire any shares of treasury stock.

During the nine months ended September 30, ~~2017,~~2021, the Company granted ~~237,933~~1,077,926 shares of its restricted stock to ~~directors~~its employees and ~~employees.~~directors. The fair value of the restricted stock granted was determined based on the ~~market value~~closing price of the Company’s common stock on the ~~dates of~~day preceding the grant date, which ranged from ~~$38.65~~$16.09 to ~~$42.37~~$23.98 per share. The Company assumed forfeiture rates ~~that ranged from 0% to 10%~~ for the restricted stock ~~awards. The~~awards that ranged from 0% to 10%. Certain of the restricted stock ~~granted~~awards vested immediately on the grant date while others vest over periods ranging from one to ~~directors vests over a one year service period. The restricted stock granted to employees vests over a~~ four year ~~service period.~~s. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

As of September 30, ~~2017~~,2021, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was ~~$15,335~~$28,541 and the weighted average period over which this remaining compensation expense will be recognized is approximately two ~~years.~~years.

~~Restricted Stock Units~~ – During the nine months ended September 30, 2017, the Company granted restricted stock units representing 175,634 hypothetical shares of common stock to employees. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) during the two fiscal year periods ending December 31, 2018 based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments as specified by the Compensation Committee prior to the grant date. The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. If the IRR for the two-year period is at least 7%, which is the threshold, one-third of the maximum restricted stock units vest. If the IRR for the two-year period is at least 9.5%, which is the target, two-thirds of the maximum restricted stock units vest. If the IRR for the two-year period is at least 13%, which is the maximum, 100% of the maximum restricted stock units vest. Grantees are eligible to receive a ratable portion of the common stock issuable if the IRR is within the targets previously noted. Further, as an example, if the Company achieves an IRR equal to 11%, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. All restricted stock units granted during 2017 will vest subject to an additional two-year service requirement and will be paid in the form of common stock if the participant continues to provide services through February 2021, which is the fourth anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from the grant date if, and at the time that, the restricted stock unit awards vest.

~~Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the~~ ~~nine months ended September 30, 2017~~ ~~at each of the three target levels of financial performance (excluding forfeiture assumptions):~~

Due to the fact that the IRR for the two-year performance period could not be determined at the time of the 2017 grant, the Company estimated that the most likely outcome is the achievement of the target IRR level. The fair value of the restricted stock unit

The Company did not grant any restricted stock units during the ~~closing price~~nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Compensation Committee of the Company’s ~~common stock~~Board of Directors evaluated the impact of the COVID-19 pandemic on the ~~date of grant, which was $42.37 per share. The Company assumed a forfeiture rate of 5%~~performance metric used for the restricted stock unit ~~awards. If~~awards granted during February 2019 and February 2020 and determined that the COVID-19 pandemic significantly impacted the Company’s ability to meet the performance metric. The Compensation Committee made a discretionary decision to certify the vest of the 2019 and 2020 restricted stock unit awards at target based upon the unforeseen, external circumstances beyond management’s control, the projected macroeconomic conditions through 2021 and beyond, and the uncertain timing as to the recovery of the Company’s industry. The requirement to satisfy the applicable service period ~~additional information becomes available to lead~~under the ~~Company to believe~~restricted stock unit awards was not changed.

As of September 30, ~~2017,~~2021, the estimated remaining unrecognized compensation expense related to ~~the~~ outstanding restricted stock unit awards was ~~$8,314.~~$7,185. The weighted average period over which this remaining compensation expense will be recognized is approximately ~~two years.~~2 years. As of September 30, ~~2017~~,2021, the Company had restricted stock units outstanding that represented a total of ~~628,189~~561,041 hypothetical shares of common stock, net of forfeitures, reflecting actual ~~cumulative forfeitures of 7,407 units, assuming the maximum IRR level is achieved~~certified performance levels for all grants outstanding.

For the three months ended December 31, 2017

$
1,668

For the twelve months ended December 31, 2018

5,964

For the twelve months ended December 31, 2019

5,101

For the twelve months ended December 31, 2020

4,995

For the twelve months ended December 31, 2021

2,444

Thereafter

15,695

Total

$
35,867

13.

Impairment of Long-Lived Assets

The Company performed long-lived asset impairment evaluations at the end of each quarter during the nine months ended September 30, 2021. The following table is a summary of the evaluations performed by asset classification:


~~10.~~	Asset	Impairment ~~of Long-Lived~~	Valuation	Valuation
	Category	Test Type	Approach	Multiple

First and Second Quarters
	Goodwill	Qualitative	N/A	N/A
	Tradename Intangible Assets	Qualitative	N/A	N/A
	Other Long-lived Assets	Qualitative	N/A	N/A

Third Quarter
	Goodwill	Qualitative	N/A	N/A
	Tradename Intangible Assets	Qualitative	N/A	N/A
	Other Long-lived Assets	Quantitative (1)	Market	3.1 to 6 times

(1)

Quantitative test performed for certain theatre level assets where indicators existed under a qualitative test. For theatre level asset evaluations performed, the Company used the lesser of the remaining theatre lease term or the applicable market multiple to determine impairment exposure.

Goodwill – The Company ~~reviews~~evaluates goodwill for impairment as follows:



Qualitative approach The Company’s qualitative assessment of goodwill for each reporting unit considers economic and market conditions, industry trading multiples and the impact of recent developments and events on the estimated fair values as determined during its most recent quantitative assessment

Tradename Intangible assets – The Company evaluates tradename intangible assets for impairment as follows:



Qualitative approach The Company’s qualitative assessment considers industry and market conditions and recent developments that may impact the revenue forecasts and other estimates used in its most recent quantitative assessment.

Other Long-lived Assets– The Company evaluates other long-lived assets for impairment ~~indicators on~~as follows:



Quantitative approach The Company performs a ~~quarterly basis or whenever events or changes in circumstances indicate~~quantitative evaluation at the ~~carrying amount~~theatre level using estimated undiscounted cash flows from continuing use through the remainder of the ~~assets may not be fully recoverable. See discussion~~theatre’s useful life. Significant judgment, including

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

management’s estimate of the ~~Company’s long-lived asset impairment evaluation process~~impact of temporary theatre closures and other considerations as a result of COVID-19, was involved in ~~“Critical Accounting Policies” in its Annual Report on Form 10-K for the year ended December 31, 2016, filed February 23, 2017. As noted in the discussion,~~estimating cash flows and fair value. Fair value is determined based on a multiple of cash ~~flows,~~flows. Management’s estimates, which ~~was six~~fall under Level 3 of the U.S. GAAP fair value hierarchy, as defined by FASB ASC Topic 820-10-35, are based on projected operating performance, market transactions and industry trading multiples.



Qualitative approach The Company performs a ~~half times~~qualitative evaluation for certain theatres based on the results of the quantitative evaluation noted above. The Company’s qualitative evaluation considers relevant market transactions, industry trading multiples and recent developments that would impact its estimates of future cash flows.

The following table is a summary of the impairment recorded as a result of the evaluations performed during the three and nine months ended September 30, ~~2017~~2021 and ~~2016. As of September 30, 2017, the estimated aggregate fair value of the long-lived assets impaired during the nine months ended September 30, 2017 was approximately $5,367.~~2020:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
U.S. Segment
Theatre properties	$	4,801	$	2,075	$	4,801	$	5,718
Theatre operating lease right-of-use assets		2,638		1,123		2,638		7,075
Cost method investment		—		2,500		—		2,500
U.S. total		7,439		5,698		7,439		15,293

International segment
Theatre properties		39		938		39		5,422
Theatre operating lease right-of-use assets		2		1,654		2		4,194
Goodwill		—		16,128		—		16,128
Intangible assets		—		177		—		177
International total		41		18,897		41		25,921

Total Impairment	$	7,480	$	24,595	$	7,480	$	41,214

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In thousands, except share and per share data~~

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

~~Below is a summary of impairment charges for the periods presented:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

U.S. theatre properties

$
1,054

$
406

$
1,411

$
1,500

International theatre properties

3,972

—

8,189

823

Impairment of long-lived assets

$
5,026

$
406

$
9,600

$
2,323

14.

Fair Value Measurements

~~11.~~

~~Fair Value Measurements~~

The Company determines fair value measurements in accordance with ~~FASB~~ ASC Topic ~~820:~~ ~~Fair Value Measurements~~ ~~(“ASC Topic 820”),~~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.

~~The Company did not have any assets or~~Below is a summary of liabilities measured at fair value on a recurring basis by the Company under FASB ASC Topic 820 as of September 30, 2021 and December 31, ~~2016 or September 30, 2017.~~ 2020:

~~Below is a reconciliation~~

Carrying

Fair Value Hierarchy

Description

As of,

Value

Level 1

Level 2

Level 3

Interest rate swap liabilities (1)

September 30, 2021

$
22,253

$
—

$
22,253

$
—

Interest rate swap liabilities (1)

December 31, 2020

$
33,847

$
—

$
33,847

$
—

(1)

See further discussion of ~~the beginning and ending balance for liabilities measured~~interest rate swaps at ~~fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2016:~~

Liabilities ⁽¹⁾

2016

Beginning balance - January 1

$
373

Total loss included in accumulated other comprehensive loss

71

Settlements included in interest expense

(444
)
Ending balance - September 30

$
—

Note 7.

~~(1)~~

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

The Company uses the market approach for fair value measurements on a nonrecurring basis in the impairment evaluations of its goodwill, intangible assets and long-lived assets (see Note 912 and Note ~~10)~~13). See additional explanation of fair value measurement techniques used for long-lived assets, goodwill and intangible assets in “Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, filed February ~~23, 2017.~~26, 2021. There were no changes in valuation ~~techniques~~techniques. The Company elected to perform its goodwill impairment evaluation using both the market approach and ~~there~~the income approach for the nine months ended September 30, 2021. There were no0 transfers in to or out of Level 1, Level 2 or Level 3 during the nine months ended September 30, ~~2017.~~ 2021.

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

~~12.~~

~~Foreign Currency Translation~~

15.

Foreign Currency Translation

The accumulated other comprehensive loss account in stockholders’ equity of ~~$242,894~~$402,380 and ~~$247,013~~$398,653 as of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, primarily includes cumulative foreign currency ~~adjustments~~net losses of ~~$243,020~~$390,654 and ~~$247,047,~~$375,644, respectively, from translating the financial statements of the Company’s international ~~subsidiaries.~~subsidiaries and the cumulative changes in fair value of the Company’s interest rate swap agreements that are designated as hedges.

~~All~~As of September 30, 2021, all foreign countries where the Company has operations, other than Argentina, are non-highly inflationary, and the local currency is the same as the functional currency in all of the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss.

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In thousands, except share and per share data~~

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 approximately 100 percent or more over a three-year period. If a country’s economy is classified as highly inflationary, the financial statements of the foreign entity operating in that country must be remeasured to the functional currency of the reporting entity. ~~There has been a steady devaluation~~The financial information of the ~~Argentine peso relative to the~~Company’s Argentina subsidiaries was remeasured in U.S. ~~dollar~~dollars in recent years. The official cumulative inflation rate for Argentina over the last three years has not definitively reached 100 percent and remeasurement is not required. The Company will continue to monitor the inflation on a quarterly basis to determine whether remeasurement is necessary. accordance with ASC Topic 830, Foreign Currency Matters, effective July 1, 2018.

Below is a summary of the impact of translating the September 30, ~~2017~~2021 and 2020 financial statements of the Company’s international subsidiaries:


					Other Comprehensive Loss for
	Exchange Rate as of				Nine Months Ended
Country	September 30, 2021		December 31, 2020		September 30, 2021			September 30, 2020
Brazil		5.43		5.20	$	(3,368	)	$	(51,453	)
Chile		811.13		714.14		(7,967	)		(5,046	)
Colombia		3,834.68		3,432.50		(140	)		(2,584	)
Peru		4.16		3.65		(3,609	)		(3,187	)
All other						74			(560	)
					$	(15,010	)	$	(62,830	)

Other

Comprehensive

Exchange Rate as of

Income (Loss) for The

Country

September 30, 2017

December 31, 2016

Nine Months Ended September 30, 2017

Brazil

3.17

3.26

$
6,700

Argentina

17.70

16.04

(5,918
)
Peru

3.35

3.45

1,133

Chile

640.60

679.09

3,136

All other

527

$
5,578

~~During~~(1)

Beginning July 1, 2018, Argentina was deemed highly inflationary. A gain of $345 and $1,053 for the nine months ended September 30, ~~2017, the Company reclassified $1,551 of cumulative foreign currency translation adjustments, related to a Canadian subsidiary that was liquidated, from accumulated other comprehensive loss to~~2021 and 2020, respectively, is reflected as foreign currency exchange ~~gain~~loss on the Company’s condensed consolidated statement of ~~income.~~income as a result of translating Argentina financial results to U.S. dollars.

16.

Supplemental Cash Flow Information

~~13.~~

~~Supplemental Cash Flow Information~~

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


	Nine Months Ended
	September 30,
	2021			2020
Cash paid for interest	$	89,834		$	53,364
Cash paid (refunds received) for income taxes, net	$	(136,937	)	$	(108,776	)
Cash deposited in restricted accounts (1)	$	7,300		$	—
Noncash investing and financing activities:
Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment (2)	$	(2,409	)	$	(7,933	)
Interest expense - NCM (see Note 9)	$	(17,723	)	$	(17,726	)
Investment in NCM – receipt of common units (see Note 9)	$	10,237		$	3,620
Dividends accrued on unvested restricted stock unit awards	$	2		$	(257	)

(1)

Represents cash deposited in a collateral account during the period to support the issuance of letters of credit to lenders. See further discussion at Note 7.

(2)

Additions to theatre properties and equipment included in accounts payable as of September 30, 2021 and December 31, 2020 were $25,841 and $28,250, respectively.

Nine Months Ended

September 30,

2017

2016

Cash paid for interest

$
58,334

$
68,552

Cash paid for income taxes, net of refunds received

$
81,271

$
66,757

Noncash investing and financing activities:

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

$
(5,947
)

$
132

Theatre properties acquired under capital lease

$
30,517

$
11,292

Investment in NCM – receipt of common units (see
Note 6)

$
18,363

$
11,111

Dividends accrued on unvested restricted stock unit awards

$
(423
)

$
(360
)

17.

Segments

~~(1)~~

~~Additions to theatre properties and equipment included in accounts payable as of September 30, 2017 and December 31, 2016 were $34,678 and $40,625, respectively.~~

~~14.~~

~~Segments~~

The Company manages its international market and its U.S. market as separate reportable operating segments, with the international segment consisting of operations in Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenues. The Company uses Adjusted EBITDA, as shown in the 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.

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In thousands, except share and per share data~~

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Revenues
U.S.	$	376,278		$	34,639		$	742,982		$	472,096
International		59,294			1,069			101,957			118,061
Eliminations		(751	)		(230	)		(1,105	)		(2,089	)
Total revenues	$	434,821		$	35,478		$	843,834		$	588,068

Adjusted EBITDA
U.S.	$	44,781		$	(105,767	)	$	(31,697	)	$	(145,947	)
International		(495	)		(22,232	)		(27,788	)		(33,459	)
Total Adjusted EBITDA	$	44,286		$	(127,999	)	$	(59,485	)	$	(179,406	)

Capital expenditures
U.S.	$	22,423		$	17,903		$	47,547		$	54,604
International		2,002			2,756			9,697			13,014
Total capital expenditures	$	24,425		$	20,659		$	57,244		$	67,618

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Revenues

U.S.

$
514,376

$
572,916

$
1,650,514

$
1,677,365

International

200,122

199,476

602,116

551,212

Eliminations

(3,750
)

(3,818
)

(11,077
)

(10,730
)
Total revenues

$
710,748

$
768,574

$
2,241,553

$
2,217,847

Adjusted EBITDA

U.S.

$
108,854

$
137,540

$
402,902

$
409,018

International

44,818

47,351

133,329

128,915

Total Adjusted EBITDA

$
153,672

$
184,891

$
536,231

$
537,933

Capital expenditures

U.S.

$
65,612

$
75,839

$
221,604

$
175,218

International

14,318

22,984

41,126

55,128

Total capital expenditures

$
79,930

$
98,823

$
262,730

$
230,346

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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Net loss	$	(77,573	)	$	(148,036	)	$	(428,697	)	$	(378,274	)
Add (deduct):
Income taxes		(8,876	)		(121,145	)		(15,569	)		(222,398	)
Interest expense (1)		37,993			36,577			111,580			92,284
Other expense, net (2)		12,484			22,881			35,369			47,385
Cash distributions from DCIP (3)		—			—			—			10,383
Cash distributions from other equity investees (4)		—			2,146			156			15,047
Depreciation and amortization		67,208			62,543			202,288			191,380
Impairment of long-lived assets		7,480			24,595			7,480			41,214
Restructuring costs		(340	)		524			(1,288	)		20,062
Loss on disposal of assets and other		1,020			(13,327	)		7,883			(10,997	)
Loss on extinguishment of debt		—			—			6,527			—
Non-cash rent expense		(1,124	)		816			(1,803	)		1,649
Share based awards compensation expense		6,014			4,427			16,589			12,859
Adjusted EBITDA	$	44,286		$	(127,999	)	$	(59,485	)	$	(179,406	)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Net income

$
38,540

$
66,126

$
170,544

$
179,540

Add (deduct):

Income taxes

24,630

40,926

98,475

106,002

Interest expense ⁽¹⁾

26,317

26,659

79,208

81,980

Other income ⁽²⁾

(13,168
)

(14,540
)

(33,180
)

(32,510
)
Loss on debt amendments and refinancing

―

―

246

13,284

Other cash distributions from equity investees ⁽³⁾

2,402

1,391

17,321

9,660

Depreciation and amortization

58,052

54,187

174,545

155,874

Impairment of long-lived assets

5,026

406

9,600

2,323

Loss on sale of assets and other

8,576

6,940

9,464

10,985

Deferred lease expenses

(297
)

(162
)

(1,019
)

(809
)
Amortization of long-term prepaid rents

551

371

1,540

1,357

Share based awards compensation expense

3,043

2,587

9,487

10,247

Adjusted EBITDA

$
153,672

$
184,891

$
536,231

$
537,933

(1)

Includes amortization of debt issue costs and amortization of accumulated losses for amended swap agreements.

~~(1)~~

~~Includes amortization of debt issue costs.~~

~~(2)~~

~~Includes interest income, foreign currency exchange gain and equity in income of affiliates and excludes distributions from NCM.~~

~~(3)~~

Includes cash distributions received from equity investees that were recorded as a reduction of the respective investment balances (see Notes 6 and 7). These distributions are reported entirely within the U.S. operating segment.

2129

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

(2)

Includes interest income, foreign currency exchange loss, equity in income (loss) of affiliates and interest expense - NCM and excludes distributions from NCM and distributions from DCIP.

(3)

Includes cash distributions from DCIP that were recorded as a reduction of the Company’s investment in DCIP. These distributions are reported entirely within the U.S. operating segment.

~~Flagship Theatres of Palm Desert, LLC d/b/a Cinemas Palme D’Or v. Century Theatres, Inc.,~~

Item 2. ~~Management’~~sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

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

As we have previously disclosed, the COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. As a movie exhibitor that operates spaces where patrons gather in close proximity, we continue to be impacted by the pandemic. To comply with government mandates at the initial outbreak of the COVID-19 pandemic, we temporarily closed all of our theatres in the U.S. and Latin America in March of 2020, implemented temporary personnel and salary reductions, halted non-essential operating and capital expenditures, and negotiated modified timing and/or abatement of contractual payments with landlords and other major suppliers until our theatres reopened. In addition, we suspended our quarterly dividend.

As of September 30, 2021, all of our domestic and international theatres were open. Theatre staffing levels remain reduced as compared to pre-COVID levels due to reduced operating hours in certain locations as well as our focus on initiatives to enhance productivity. We continue to limit capital expenditures to essential activities and projects. We worked with landlords and other vendors during the nine months ended September 30, 2021 to extend payment terms as it reopened theatres and continues to recover from the impacts of the COVID-19 pandemic.

Based on our current estimates of recovery, we believe we have, and will generate, sufficient cash to sustain operations. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on our business, results of operations, cash flows and financial condition.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of September 30, ~~2017,~~2021, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 1417 to our condensed consolidated financial statements.

We generate revenues primarily from filmed entertainment box office receipts and concession sales with additional revenues from screen advertising sales and other revenue streams, such as transactional fees, vendor marketing promotions, studio trailer placements, meeting rentals and electronic video games located in some of our theatres. ~~NCM provides our domestic theatres with various forms of in-theatre advertising.~~ We also offer alternative entertainment, such as live and pre-recorded sports programs, concert events, the Metropolitan Opera, in-theatre gaming and other special events in our theatres. In-theatre advertising for our domestic theatres ~~through~~is provided by National CineMedia. In our ~~joint venture, AC JV, LLC. Our~~international locations, our Flix Media ~~initiative has also allowed us to expand our~~subsidiaries provide screen advertising and alternative content ~~within~~for our international circuit and to other international exhibitors.

Films leading the box office during the nine months ended September 30, ~~2017~~2021 included ~~the carryover of~~ ~~Rogue One: A Star Wars Story~~ ~~and~~ ~~Hidden Figures~~ ~~and~~ new releases ~~such as~~ ~~Beauty~~Shang-Chi and the ~~Beast, Wonder Woman, Guardians~~Legend of the ~~Galaxy Vol. 2, Spider Man: Homecoming,~~Ten Rings,Black Widow, F9: The Fast Saga, A Quiet Place Part II, Jungle Cruise, Free Guy, Godzilla vs. Kong, Cruella, Space Jam: A New Legacy and The Conjuring: The Devil Made Me Do It ~~Despicable Me 3, Logan, The Fate of the Furious, Dunkirk, The LEGO Batman Movie, Get Out, The Boss Baby, Pirates of the Caribbean: Dead Men Tell No Tales, Kong: Skull Island~~ ~~and other films.~~ . Films currently scheduled for release during the remainder of ~~2017~~ 2021 include ~~Jumanji: Welcome~~Venom: Let There Be Carnage, Eternals, Ghostbusters: Afterlife, The Matrix Resurrections, No Time to Die, Encanto, Sing 2, Halloween Kills, Dune, West Side Story and the ~~Jungle~~ ~~and~~ ~~Coco~~ ~~and well-known franchise films such as~~ ~~Star Wars: The Last Jedi, Justice League, Pitch Perfect 3~~ ~~and~~ ~~Thor: Ragnarok~~ Marvel sequel Spider-man; No Way Home, among other ~~films~~.films.

Film rental and advertising costs are variable in nature and fluctuate with ~~our~~ admissions revenues. Film rental costs as a percentage of revenues are generally higher for periods in which more blockbuster films are released. The Company also receives virtual print fees from studios for certain of its international locations, which are included as a contra-expense in film rentals and advertising costs. Promotional expenses are generally variable in nature and primarily include the placement of film-specific social and digital media spots promoting film content currently playing in our theatres. Advertising costs, which are expensed as incurred, are primarily related to campaigns for new and renovated theatres, loyalty and membership programs and brand advertising that vary depending on the timing of such campaigns.

Concession supplies ~~expense is~~expenses are variable in nature and ~~fluctuates~~fluctuate with our concession ~~revenues.~~revenues and product mix. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain volume rates.

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

Facility lease ~~expense is~~expenses are primarily a fixed ~~cost~~costs at the theatre level as most of our facility leases require a fixed monthly minimum rent ~~payment.~~payments. 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~~expenses as a percentage of revenues isare also affected by the number of theatres under operating leases, the number of theatres under ~~capital~~finance leases and the number of ~~fee-owned~~owned theatres.

Utilities and other costs include both fixed and variable costs and primarily consist of utilities, expenses for projection and sound equipment maintenance and monitoring, credit card fees, third party ticket sales commissions, property taxes, janitorial costs, repairs, maintenance and security services.

General and administrative expenses are primarily fixed in nature and consist of the costs to support the overall management of the Company, including base, incentive compensation and benefits for our corporate office personnel, facility expenses for our corporate offices, consulting fees, professional fees, cloud-based software licensing fees, travel expenses, supplies and other costs that are not specifically associated with the operations of our theatres.

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

Three months ended September 30, ~~2017~~2021 versus three months ended September 30, ~~2016~~2020

~~Revenues.~~ ~~Total revenues decreased $57.8 million~~Three months ended September 30, 2021 – All of our domestic and international theatres were open as of September 30, 2021.

Three months ended September 30, 2020 – All of our domestic and international theatres were temporarily closed effective March 17, 2020 and March 18, 2020, respectively, as a result of the COVID-19 pandemic. We began reopening our domestic theatres in June 2020 and operated under a test-and-learn strategy to ~~$710.8 million~~define training, communication, implementation and execution of enhanced health and safety protocols. These theatres opened to reduced operating hours with library content and “welcome back” pricing for tickets and concession products to encourage patrons to return to the movies. As of September 30, 2020, we had 252 domestic theatres and 15 international theatres reopened.

As a result of theatre closures during the three months ended September 30, ~~2017 (“third quarter of 2017”) from $768.6 million for~~2020, the three months ended September 30, 2016 (“third quarter of 2016”), representing a 7.5% decrease. The table below, presented by reportable operating segment, summarizes our revenue performance and certain key performance indicators for the three months ended September 30, 2017 and 2016.

~~International.~~Admissions revenues decreased $5.2 million as reported primarily due to a 5.3% decrease in attendance, partially offset by a 1.0% increase in average ticket price. Admissions revenues decreased $2.6 million in constant currency, primarily due to the 5.3% decrease in attendance, partially offset by a 3.3% increase in constant currency average ticket price. Concession revenues increased $1.7 million as reported primarily due to an 8.4% increase in concession revenues per patron, partially offset by the 5.3% decrease in attendance. Concession revenues increased $3.1 million in constant currency, primarily due to a 10.6% increase in constant currency concession revenues per patron, partially offset by the 5.3% decrease in attendance. The decrease in attendance was driven by a weaker slate of films during the third quarter of 2017 compared to the third quarter of 2016, partially offset by the impact of new theatres. Average ticket price and concession revenues per patron ~~increased primarily due~~for our international theatres are not meaningful ("NM") for comparison to the three months ended September 30, 2021.


	U.S. Operating Segment				International Operating Segment						Consolidated
									Constant Currency (3)
	2021		2020		2021		2020		2021		2021		2020
Admissions revenues (1)	$	195.3	$	14.9	$	30.2	$	0.1	$	32.2	$	225.5	$	15.0
Concession revenues (1)	$	142.6	$	8.9	$	21.6	$	0.3	$	23.0	$	164.2	$	9.2
Other revenues (1)(2)	$	37.6	$	10.8	$	7.5	$	0.7	$	7.9	$	45.1	$	11.5
Total revenues (1)(2)	$	375.5	$	34.6	$	59.3	$	1.1	$	63.1	$	434.8	$	35.7
Attendance (1)		21.5		1.9		9.2		—				30.7		1.9
Average ticket price (1)	$	9.08	$	8.01	$	3.28	NM		$	3.50	$	7.35	$	7.96
Concession revenues per patron (1)	$	6.63	$	4.79	$	2.35	NM		$	2.50	$	5.35	$	4.87

(1)

Revenues and attendance amounts in millions. Average ticket price ~~increases,~~is calculated as admissions revenues divided by attendance. Concession revenues per patron is calculated as concession revenues divided by attendance.

(2)

U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 17 to our condensed consolidated financial statements.

(3)

Constant currency revenue amounts, which are non-GAAP measurements, were ~~predominantly driven~~calculated using the average exchange rate for the corresponding month for 2020. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.



U.S.The third quarter of 2021 includednew releases such as Shang-Chi and the Legend of the Ten Rings,Black Widow, Jungle Cruise, Free Guy, F9: The Fast Saga and Space Jam: A New Legacy. Average ticket price was $9.08, which was impacted by ~~local inflation.~~ticket type mix and a reduced number of weekday and matinee showtimes. Concession revenues per patron was $6.63, which was impacted by core concession product sales, the reintroduction of enhanced food and beverage options and the recognition of previously deferred loyalty revenues. Other revenues ~~increased primarily due to incremental~~for the third quarter of 2021 included the amortization of NCM screen advertising advances, screen rental revenue, promotional and trailer placement income related to new film releases and transactional fees. Other revenues ~~generated~~for the third quarter of 2020 primarily included the amortization of NCM screen advertising advances.



International.We offered new releases and some library content in our international theatres during the third quarter of 2021, resulting in 9.2 million in attendance, $30.2 million of admissions revenue and $21.6 million of concessions revenue. Our average ticket price was $3.28 as reported and $3.50 in constant currency. Concession revenues per patron of $2.35 as reported, and $2.50 in constant currency, which was impacted by ~~an expansion~~purchase incidence of our ~~Flix Media services to affiliates in various countries~~core concession items, inflation, new premium combo offerings, and ~~increased promotional income.~~

the volume of retail concession sales. Other revenues primarily included screen advertising and loyalty membership revenues.

Cost of Operations. The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the three months ended September 30, ~~2017~~2021 and ~~2016.~~2020.


	U.S. Operating Segment				International Operating Segment						Consolidated
	2021		2020		2021		2020		Constant Currency (1) 2021		2021		2020
Film rentals and advertising	$	101.9	$	8.1	$	15.1	$	0.1	$	16.2	$	117.0	$	8.2
Concession supplies	$	23.0	$	2.3	$	5.2	$	0.4	$	5.6	$	28.2	$	2.7
Salaries and wages	$	58.0	$	15.9	$	9.6	$	4.3	$	10.1	$	67.6	$	20.2
Facility lease expense	$	58.8	$	60.8	$	10.0	$	6.3	$	10.4	$	68.8	$	67.1
Utilities and other	$	68.1	$	36.5	$	13.6	$	6.8	$	14.4	$	81.7	$	43.3

U.S. Operating Segment

International Operating Segment

Consolidated

2017

2016

2017

2016

Constant
Currency
2017 ⁽¹⁾

2017

2016

Film rentals and advertising

$
171.5

$
193.6

$
54.7

$
56.2

$
56.2

$
226.2

$
249.8

Concession supplies

26.2

28.2

14.0

13.7

14.2

40.2

41.9

Salaries and wages

64.6

63.2

22.7

21.2

23.5

87.3

84.4

Facility lease expense

59.8

60.5

22.2

22.3

22.4

82.0

82.8

Utilities and other

64.0

66.9

28.4

28.1

29.0

92.4

95.0

(1)

Constant currency expense amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2020. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported

~~(1)~~

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

results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.



U.S. Film rentals and advertising costs for third quarter of 2021 were 52.2% of admissions revenue. New films released during the third quarter of 2021 had lower performing box office as a result of the current environment, which skewed lower on our negotiated film rental scales. Concession supplies expenses for the third quarter of 2021 were 16.1% of concessions revenue. The concession supplies rate for the third quarter of 2021 reflected the impact of our retail price increases and favorable product mix, which offset certain supply chain cost pressures.

•

~~U.S.~~ Film rentals and advertising costs were $171.5 million, or 54.9% of admissions revenues, for the third quarter of 2017 compared to $193.6 million, or 54.6% of admissions revenues, for the third quarter of 2016. The increase in the film rentals and advertising rate was primarily due to a higher box office concentration of top performing films during the third quarter of 2017. Concession supplies expense was $26.2 million, or 14.4% of concession revenues, for the third quarter of 2017 compared to $28.2 million, or 14.3% of concession revenues, for the third quarter of 2016.

Salaries and wages increased to ~~$64.6~~$58.0 million for the third quarter of ~~2017~~2021 as all of our theatres were open compared to only 252 theatres opened at the end of the third quarter of 2020. We also began extending operating hours to accommodate the release of new films while maintaining our focus on efficient staffing levels. Facility lease expense, which is primarily fixed in nature, reflects a slight increase in percentage rent expense and common area maintenance costs as volumes increased, partially offset by the impact of the permanent closure of certain theatres. Utilities and other costs increased to $68.1 million, as many of these costs, such as credit card fees, electricity costs, janitorial costs, repairs and maintenance and security expense are variable in nature and have increased with the improved attendance from ~~$63.2~~new film content.



International. Film rentals and advertising costs for third quarter of 2021 were 50.0% of admissions revenue. Concession supplies expenses, which included a higher mix of retail and premium concession products, were 24.1% of concessions revenue.

Salaries and wages increased to $9.6 million as reported for the third quarter of 2021 as many of our theatres reopened during the quarter. Facility lease expense increased to $10.0 million for the third quarter of ~~2016 primarily due~~2021 reflecting payment of rent under alternative structures, such as percentage rents in place of minimum fixed rents, as theatres recover, partially offset by the impact of the permanent closure of certain theatres. Utilities and other costs increased to ~~staffing at~~$13.6 million, as many of these costs are variable in nature and have increased with the improved attendance from new film content and ~~recently remodeled theatres, increases~~theatre reopenings. These expenses, as reported, were also impacted by exchange rates in ~~minimum wages~~each of the countries in which we operate.

General and ~~staffing for food~~Administrative Expenses. General and ~~beverage initiatives. Facility lease expense decreased~~administrative expenses increased to ~~$59.8~~$38.6 million for the third quarter of ~~2017 from $60.5~~2021 compared to $30.4 million for the third quarter of ~~2016~~2020. The increase is primarily due to ~~decreased percentage rent due~~temporary salary reductions for corporate office staff during the third quarter of 2020 and increased incentive and share based award compensation expense as a result of certain retention measures during the third quarter of 2021.

Depreciation and Amortization. Depreciation and amortization expense increased to ~~the decline in revenues. Utilities and other costs decreased to $64.0~~$67.2 million for the third quarter of ~~2017 from $66.9~~2021 compared to $62.6 million for the third quarter of ~~2016~~2020 primarily due to ~~decreased equipment lease expenses~~the digital projectors received in a non-cash distribution from DCIP during the fourth quarter of 2020. See Note 10 to the condensed consolidated financial statements for ~~3-D presentations.~~discussion of the non-cash distribution from DCIP.

~~International.~~ ~~Film rentals~~(Gain) Loss on Disposal of Assets and ~~advertising costs were $54.7~~Other. We recorded a loss on disposal of assets and other of $1.0 million ~~($56.2~~during the third quarter of 2021 compared to a gain of $13.3 million ~~in constant currency), or 48.5%~~during the third quarter of ~~admissions revenues,~~2020. Activity for the third quarter of ~~2017 compared~~2021 was primarily related to ~~$56.2 million, or 47.6%~~the removal and disposal of ~~admissions revenues,~~assets at closed theatres. Activity for the third quarter of ~~2016. The increase in the film rental and advertising rate~~2020 was primarily ~~due~~related to ~~the mix~~a favorable litigation outcome for a case that was previously accrued.

Interest Expense. Interest expense, which includes amortization of ~~film product~~debt issue costs and amortization of accumulated losses for swap amendments, increased to $38.0 million during the third quarter of ~~2017~~2021 compared to $36.6 million the third quarter of 2016 and increased advertising costs during the third quarter of 2017. Concession supplies expense was $14.0 million ($14.2 million in constant currency), or 21.3% of concession revenues, for the third quarter of 2017 compared to $13.7 million, or 21.4% of concession revenues, for the third quarter of 2016.

Salaries and wages increased to $22.7 million ($23.5 million in constant currency) for the third quarter of 2017 compared to $21.2 for the third quarter of 2016. The as reported increase was due to new theatres and growth in wages as a result of inflation. Facility lease expense decreased to $22.2 million (increased to $22.4 million in constant currency) for the third quarter of 2017 compared to $22.3 million for the third quarter of 2016. The as reported decrease was due to decreased percentage rent due to the decline in revenues. Utilities and other costs increased to $28.4 million ($29.0 million in constant currency) for the third quarter of 2017 compared to $28.1 million for the third quarter of 2016. The as reported increase was due to increases in utility expenses and the impact of new theatres.

~~General and Administrative Expenses.~~ ~~General and administrative expenses increased to $36.9 million for the third quarter of 2017 from $35.3 million for the third quarter of 2016.~~2020. The increase was primarily due to ~~increased salaries, professional fees and share based award compensation expense.~~the issuance of notes discussed at Note 7 to our condensed consolidated financial statements.

~~Depreciation and Amortization.~~ ~~Depreciation and amortization expense increased to $58.1~~Distributions from DCIP. We recorded distributions from DCIP of $6.5 million during the third quarter of ~~2017 compared to $54.2 million during the third quarter of 2016. The increase was primarily due to theatre remodels and new theatres.~~

~~Impairment of Long-Lived Assets.~~ We recorded asset impairment charges on assets held and used of $5.0 million during the third quarter of 2017 compared to $0.4 million during the third quarter of 2016. The long-lived asset impairment charges recorded during each2021. These distributions were in excess of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. Impairment charges for the third quarter of 2017 impacted ninecarrying value of our ~~twenty-six reporting units.~~investment in DCIP, which was zero. See Note 10 to our condensed consolidated financial ~~statements.~~statements for discussion of our investment in DCIP.

Equity in Loss ~~on Sale~~ of ~~Assets and Other.~~ Affiliates. We recorded aequity in loss ~~on sale~~ of ~~assets and other~~affiliates of ~~$8.6~~$7.1 million during the third quarter of ~~2017~~2021 compared to ~~$7.0~~$16.1 million during the third quarter of ~~2016. Activity~~2020. Our equity method investees are also recovering from the impacts of the COVID-19 pandemic. See Note 2 to our condensed consolidated financial statements for additional discussion of the COVID-19 pandemic. See Notes 9 and 10 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax benefit of $(8.9) million was recorded for the third quarter of ~~2017 and~~2021 compared to an income tax benefit of $(121.1) million for the third quarter of ~~2016~~2020. The effective tax rate was approximately 10.3% for the third quarter of 2021 compared to 45.0% for the third quarter of 2020. The effective tax rate for the third quarter of 2021 was negatively impacted by valuation allowances related to deferred tax assets for which the ultimate realization is uncertain. The effective tax rate for third quarter of 2020 was favorably impacted by the carryback of 2020 losses to tax years that had a 35% federal tax rate under the provisions of the CARES Act. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the

effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Nine months ended September 30, 2021 (the “2021 period”) versus the nine months ended September 30, 2020 (the “2020 period”)

All of our domestic and international theatres were open as of September 30, 2021. Certain of our international theatres were temporarily closed for portions of the 2021 period.


	U.S. Operating Segment							International Operating Segment												Consolidated
															Constant Currency (3)
	2021		2020		% Change			2021		2020		% Change			2021		% Change			2021		2020		% Change
Admissions revenues (1)	$	384.4	$	247.2		55.5	%	$	50.7	$	60.2		(15.8	)%	$	54.1		(10.1	)%	$	435.1	$	307.4		41.5	%
Concession revenues (1)	$	275.0	$	161.7		70.1	%	$	38.5	$	37.9		1.6	%	$	40.8		7.7	%	$	313.5	$	199.6		57.1	%
Other revenues (1)(2)	$	82.5	$	61.2		34.8	%	$	12.7	$	19.9		(36.2	)%	$	13.9		(30.2	)%	$	95.2	$	81.1		17.4	%
Total revenues (1)(2)	$	741.9	$	470.1		57.8	%	$	101.9	$	118.0		(13.6	)%	$	108.8		(7.8	)%	$	843.8	$	588.1		43.5	%
Attendance (1)		41.8		29.8		40.3	%		15.7		17.9		(12.3	)%							57.5		47.7		20.5	%
Average ticket price (1)	$	9.20	$	8.30		10.8	%	$	3.23	$	3.36		(3.9	)%	$	3.45		2.7	%	$	7.57	$	6.44		17.5	%
Concession revenues per patron (1)	$	6.58	$	5.43		21.2	%	$	2.45	$	2.12		15.6	%	$	2.60		22.6	%	$	5.45	$	4.18		30.4	%

(1)

Revenues and attendance amounts in millions. Average ticket price is calculated as admissions revenues divided by attendance. Concession revenues per patron is calculated as concession revenues divided by attendance.

(2)

U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 17 to our condensed consolidated financial statements.

(3)

Constant currency revenue amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2020. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations.



U.S.We showed many new releases during the 2021 period, including new releases Shang-Chi and the Legend of the Ten Rings,Black Widow, F9: The Fast Saga, A Quiet Place Part II, Jungle Cruise, Free Guy, Godzilla vs. Kong, Cruella, Space Jam: A New Legacy and The Conjuring: The Devil Made Me Do It andalso showed some library content. Additionally, we continued to offer Private Watch Parties to our patrons. Average ticket price increased 10.8% to $9.20 during the 2021 period compared to $8.30 during the 2020 period, primarily as a result of the mix of fewer matinee and weekday showtimes, the impact of Private Watch Parties and recognition of previously deferred loyalty revenues. Concession revenues per patron increased 21.2% to $6.58 during the 2021 compared to $5.43 during the 2020 period, driven by an increase in overall purchase incidence across core concession items, price increases and the recognition of previously deferred loyalty revenues. Other revenues for the 2021 and 2020 periods included the amortization of NCM screen advertising advances. Other revenues for the 2021 period also included screen rental revenue, promotional and trailer placement income related to the recent new film releases and transactional fees, which were lower in the 2020 period as a result of reduced attendance.



International.We showed new releases and some library content in our international theatres during the 2021 period, resulting in 15.7 million in attendance, $50.7 million of admissions revenues and $38.5 million of concession revenues. Our average ticket price was $3.23 as reported, $3.45 in constant currency, compared to the 2020 period of $3.36. Concession revenues per patron was $2.45 as reported, $2.60 in constant currency, for the 2021 period compared to $2.12 in the 2020 period. The increase in concession revenues per patron was a result of increased purchase incidence of our core concession items, the impact of inflation, new premium combo offerings, and increased retail concession sales. Other revenues primarily included screen advertising and loyalty membership revenues and were impacted by reduced attendance.

Cost of Operations. The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the nine months ended September 30, 2021 and 2020.


	U.S. Operating Segment				International Operating Segment						Consolidated
	2021		2020		2021		2020		Constant Currency (1) 2021		2021		2020
Film rentals and advertising	$	191.5	$	136.3	$	25.3	$	28.9	$	27.2	$	216.8	$	165.2
Concession supplies	$	44.6	$	29.4	$	9.6	$	10.5	$	10.2	$	54.2	$	39.9
Salaries and wages	$	126.4	$	90.5	$	22.8	$	26.1	$	24.5	$	149.2	$	116.6
Facility lease expense	$	177.7	$	186.0	$	23.1	$	28.5	$	24.0	$	200.8	$	214.5
Utilities and other	$	161.0	$	140.3	$	31.0	$	38.4	$	33.4	$	192.0	$	178.7

(1)



U.S. Film rentals and advertising costs for the 2021 period were 49.8% of admissions revenue compared to 55.1% for the 2020 period. The rate for the 2021 period reflected the release of new films which skewed lower on our negotiated film rental scales, and the impact of library content. Concession supplies expenses for the 2021 period was 16.2% of concessions revenue compared to 18.2% of concession revenues for the 2020 period. The concession supplies rate for the 2021 period reflected our retail price increases and the impact of a favorable product mix, partially offset by the disposal of perishable goods related to prior theatre closures.

Salaries and wages increased to $126.4 million for the 2021 period as theatre operating hours continue to expand to service growing attendance demand. Facility lease expense, which is primarily fixed in nature, decreased $8.3 million primarily due to a decline in percentage rent expense and common area maintenance costs, as well as the permanent closure of certain theatres. Utilities and other costs increased $20.7 million, as many of these costs, such as janitorial costs, electricity costs, credit card fees and repairs and maintenance, are variable in nature and were impacted by lower attendance as a result of the temporary closures during the 2020 period.



International. Film rentals and advertising costs for the 2021 period were 49.9% of admissions revenue compared to 48.0% for the 2020 period. The increase in the film rentals and advertising rate was a result of increased promotional and advertising costs as a percentage of revenue as well as a decrease in virtual print fees collected from studios as cost recoupment is attained on the digital equipment. Concession supplies expenses were 24.9% of concessions revenue compared to 27.7% of concession revenues for the 2020 period, driven by a higher mix of retail and premium concession products, partially offset by the disposal of perishable goods due to temporary theatre closures.

Salaries and wages decreased $3.3 million as reported for the 2021 period as compared to the 2020 period as a result of temporary theatre closures and limited operating hours for those theatres that were open. Facility lease expense decreased $5.4 million as reported due to our negotiations with certain landlords to shift from a minimum rent structure to percentage rent while we recover from the pandemic, as well as lower percentage rent at other locations. Utilities and other costs decreased $7.3 million as reported, as many of these costs are variable in nature, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, and were impacted by the limited operating hours of our theatres as well as periodic closures during the 2021 period. These expenses, as reported, were also impacted by exchange rates in each of the countries in which we operate.

General and Administrative Expenses. General and administrative expenses increased to $111.8 million for the 2021 period compared to $99.4 million for the 2020 period. The increase is primarily due to the temporary salary reductions and furloughs for our corporate workforce during the 2020 period and increased incentive and share based award compensation expense as a result of certain retention measures during the 2021 period.

Depreciation and Amortization. Depreciation and amortization expense increased to $202.3 million for the 2021 period compared to $191.4 million for the 2020 period primarily due to the digital projectors received in a non-cash distribution from DCIP during the fourth quarter of 2020. See Note 10 to the condensed consolidated financial statements for discussion of the non-cash distribution from DCIP.

Impairment of Long-Lived Assets. We recorded asset impairment charges of $7.5 million during the 2021 period. We recorded asset impairment charges of $41.2 million during the 2020 period. The asset impairment charges recorded during the 2021 and 2020 periods were primarily a result of the prolonged impact of the COVID pandemic on our operations, as some theatres remained closed and film content continued to shift into future periods, both of which impacted our estimated future cash flows for theatres. Impairment charges for the 2021 period impacted two countries. Impairment charges for the 2020 period impacted eight countries. See Note 13 to our condensed consolidated financial statements.

Restructuring Costs. Restructuring costs were $(1.3) million during the 2021 period compared to $20.1 million during the 2020 period. The credit recorded during the 2021 period was primarily the result of settlements of lease obligations below the original estimated amounts. Charges recorded during the 2020 period related to a restructuring plan implemented during the second quarter of 2020. See Note 2 to our condensed consolidated financial statements for further discussion.

(Gain) Loss on Disposal of Assets and Other. We recorded a loss on disposal of assets and other of $7.9 million during the 2021 period compared to a gain of $11.0 million during the 2020 period. Activity for the 2021 period was primarily related to the write-off of certain digital projectors recently received from DCIP in a non-cash distribution that were replaced with laser projectors, partially offset by gains on the sales of excess land parcels. See Note 10 for discussion of the distribution of digital projectors from DCIP. Activity for the 2020 period was primarily due to a favorable litigation outcome for a case that was previously accrued, partially offset by the retirement of assets related to theatre remodels.

Interest Expense. Interest ~~costs incurred, including~~expense, which includes amortization of debt issue costs ~~were $26.3~~and amortization of accumulated losses for swap amendments, increased to $111.6 million during the ~~third quarter of 2017~~2021 period compared to ~~$26.7~~$92.3 million for the 2020 period. The increase was primarily due to the issuance of notes discussed at Note 7 to our condensed consolidated financial statements.

Loss on Extinguishment of Debt. We recorded a loss on extinguishment of debt of $6.5 million during the ~~third quarter~~2021 period related to the early retirement of ~~2016. The decrease was due to amendments~~our 5.125% Senior Notes and 4.875% Senior Notes, including the write-off of unamortized debt issuance costs and legal and other fees paid. See Note 7 to our ~~senior secured credit facility completed during June and December of 2016 and June of 2017 which, in the aggregate, reduced the rate at which our term loan accrues interest by 100 basis points.~~ condensed consolidated financial statements.

Distributions from NCM. We recorded ~~a distribution~~distributions from NCM of ~~$2.1~~$0.1 million during the ~~third quarter of 2017~~2021 period compared to ~~$1.4~~$7.0 million recorded during the ~~third quarter of 2016, which~~2020 period. These distributions were in excess of the carrying value of our Tranche 1 investment. The decrease in distributions from NCM is primarily due to the impact of theatres being temporarily closed as a result of the COVID-19 pandemic as discussed at Note 2. See Note 69 to our condensed consolidated financial ~~statements.~~ statements for discussion of our investment in NCM.

Distributions from DCIP. We recorded distributions from DCIP of $6.5 million during the 2021 period. These distributions were in excess of the carrying value of our investment in DCIP, which was zero. See Note 10 to our condensed consolidated financial statements for discussion of our investment in DCIP.

Equity in ~~Income~~Loss of Affiliates. We recorded equity in ~~income~~loss of affiliates of ~~$10.9~~$22.1 million during the ~~third quarter of 2017~~2021 period compared to ~~$12.4~~$27.7 million during the ~~third quarter~~2020 period. Our equity method investees are also recovering from the impacts of ~~2016.~~the COVID-19 pandemic. See Notes 69 and 710 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. ~~Income~~An income tax ~~expense~~benefit of ~~$24.6~~$(15.6) million was recorded for the ~~third quarter of 2017~~2021 period compared to ~~$40.9~~income tax benefit of $(222.4) million ~~recorded~~ for the ~~third quarter of 2016.~~2020 period. The effective tax rate was approximately ~~39.0%~~3.5% for the ~~third quarter of 2017~~2021 period compared to

~~38.2%~~ 37.0% for the ~~third quarter~~2020 period. As a result of ~~2016.~~continued projected losses in 2021, the effective tax rate was negatively impacted by valuation allowances related to certain foreign tax credits and deferred tax assets for which the ultimate realization is uncertain. The effective tax rate for the 2020 period was favorably impacted by the carryback of 2020 losses to tax years that had a 35% federal tax rate under the provisions of the CARES Act. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

~~Nine months ended September 30, 2017 versus September 30, 2016~~

~~Revenues.~~ Total revenues increased $23.7 million to $2,241.6 million for the nine months ended September 30, 2017 (“the 2017 period”) from $2,217.9 million for the nine months ended September 30, 2016 (“the 2016 period”), representing a 1.1% increase. The table below, presented by reportable operating segment, summarizes our revenue performance and certain key performance indicators or the nine months ended September 30, 2017 and 2016.

U.S. Operating Segment

International Operating Segment

Consolidated

Constant
Currency ⁽³⁾

2017

2016

%
Change

2017

2016

%
Change

2017

%
Change

2017

2016

%
Change

Admissions revenues ⁽¹⁾

$
1,003.5

$
1,037.7

(3.3
)%

$
348.0

$
327.1

6.4
%

$
336.4

2.8
%

$
1,351.5

$
1,364.8

(1.0
)%
Concession revenues ⁽¹⁾

$
582.2

$
575.3

1.2
%

$
195.4

$
177.5

10.1
%

$
190.0

7.0
%

$
777.6

$
752.8

3.3
%
Other revenues ⁽¹⁾⁽²⁾

$
53.8

$
53.6

0.4
%

$
58.7

$
46.7

25.7
%

$
57.2

22.5
%

$
112.5

$
100.3

12.2
%
Total revenues ⁽¹⁾⁽²⁾

$
1,639.5

$
1,666.6

(1.6
)%

$
602.1

$
551.3

9.2
%

$
583.6

5.9
%

$
2,241.6

$
2,217.9

1.1
%
Attendance ⁽¹⁾

130.1

138.0

(5.7
)%

80.9

83.7

(3.3
)%

211.0

221.7

(4.8
)%
Average ticket price ⁽¹⁾

$
7.71

$
7.52

2.5
%

$
4.30

$
3.91

10.0
%

$
4.16

6.4
%

$
6.41

$
6.16

4.1
%
Concession revenues per patron ⁽¹⁾

$
4.48

$
4.17

7.4
%

$
2.42

$
2.12

14.2
%

$
2.35

10.8
%

$
3.69

$
3.40

8.5
%

~~(1)~~

~~(2)~~

~~U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 14 to our condensed consolidated financial statements.~~

~~(3)~~

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

~~U.S.~~Admissions revenues decreased $34.2 million primarily due to a 5.7% decrease in attendance, partially offset by a 2.5% increase in average ticket price. Concession revenues increased $6.9 million primarily due to a 7.4% increase in concession revenues per patron, partially offset by the 5.7% decrease in attendance. The decrease in attendance was due to a weaker slate of films in the 2017 period compared to the 2016 period, partially offset by the favorable impact of luxury lounger conversions and new theatres. The increase in average ticket price was primarily due to price increases. The increase in concession revenues per patron was primarily due to incremental sales, price increases and new theatres.

~~International.~~Admissions revenues increased $20.9 million as reported primarily due to a 10.0% increase in average ticket price, partially offset by a 3.3% decrease in attendance. Admissions revenues increased $9.3 million in constant currency, primarily due to a 6.4% increase in constant currency average ticket price, partially offset by the 3.3% decrease in attendance. Concession revenues increased $17.9 million as reported primarily due to a 14.2% increase in concession revenues per patron, partially offset by the 3.3% decrease in attendance. Concession revenues increased $12.5 million in constant currency, primarily due to a 10.8% increase in constant currency concession revenues per patron, partially offset by the 3.3% decrease in attendance. The decrease in attendance was driven by a weaker slate of films during the 2017 period compared to the 2016 period, partially offset by the impact of new theatres. Average ticket price and concession revenues per patron increased primarily due to price increases, which were predominantly driven by local inflation. Other revenues increased primarily due to incremental screen advertising revenues generated by an expansion of our Flix Media services to affiliates in various countries and increased promotional income.

~~Cost of Operations.~~ ~~The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the nine months ended September 30, 2017 and 2016.~~

U.S. Operating Segment

International Operating Segment

Consolidated

2017

2016

2017

2016

Constant
Currency
2017 ⁽¹⁾

2017

2016

Film rentals and advertising

$
558.3

$
578.2

$
167.3

$
154.9

$
162.2

$
725.6

$
733.1

Concession supplies

82.1

79.9

42.0

37.1

40.8

124.1

117.0

Salaries and wages

194.5

183.1

66.8

60.7

65.9

261.3

243.8

Facility lease expense

181.1

179.7

67.5

62.2

64.9

248.6

241.9

Utilities and other

185.1

188.0

86.7

77.5

84.4

271.8

265.5

~~(1)~~

~~U.S.~~ Film rentals and advertising costs were $558.3 million, or 55.6% of admissions revenues for the 2017 period compared to $578.2 million, or 55.7% of admissions revenues for the 2016 period. The decrease in the film rentals and advertising rate was primarily due to a higher concentration of blockbuster films during the 2016 period. Concession supplies expense was $82.1 million, or 14.1% of concession revenues, for the 2017 period compared to $79.9 million, or 13.9% of concession revenues, for the 2016 period. The increase in the concession supplies rate was primarily due to the impact of our expanded concession offerings.

Salaries and wages increased to $194.5 million for the 2017 period from $183.1 million for the 2016 period primarily due to staffing at new and recently remodeled theatres, increases in minimum wages and staffing for food and beverage initiatives. Facility lease expense increased to $181.1 million for the 2017 period from $179.7 million for the 2016 period due to the impact of new theatres. Utilities and other costs decreased to $185.1 million for the 2017 period from $188.0 million for the 2016 period primarily due to decreases in equipment lease expenses for 3-D presentations, partially offset by increased utilities, repairs and maintenance, and janitorial services expenses.

~~International.~~ Film rentals and advertising costs were $167.3 million ($162.2 million in constant currency), or 48.1% of admissions revenues, for the 2017 period compared to $154.9 million, or 47.4% of admissions revenues, for the 2016 period. The increase in the film rentals and advertising rate was primarily due to higher advertising costs during the 2017 period. Concession supplies expense was $42.0 million ($40.8 million in constant currency), or 21.5% of concession revenues, for the 2017 period compared to $37.1 million, or 20.9% of concession revenues, for the 2016 period. The increase in the concession supplies rate was primarily due to the mix of concession products sold.

Salaries and wages increased to $66.8 million ($65.9 million in constant currency) for the 2017 period compared to $60.7 million for the 2016 period. The as reported increase was due to new theatres, increased local currency wage rates, limited flexibility in scheduling staff caused by shifting government regulations and the impact of changes in foreign currency exchange rates in certain countries in which we operate. Facility lease expense increased to $67.5 million ($64.9 million in constant currency) for the 2017 period compared to $62.2 million for the 2016 period. The as reported increase was due to the impact of changes in foreign currency exchange rates in certain countries in which we operate and new theatres. Utilities and other costs increased to $86.7 million ($84.4 million in constant currency) for the 2017 period compared to $77.5 million for the 2016 period. The as reported increase was due to the impact of changes in foreign currency exchange rates in certain countries in which we operate, increases in repairs and maintenance expenses and utility expenses and the impact of new theatres.

~~General and Administrative Expenses.~~ General and administrative expenses increased to $113.0 million for the 2017 period from $109.2 million for the 2016 period. The increase was primarily due to increased salaries and wages, professional fees and the impact of changes in foreign currency exchange rates in certain countries in which we operate, partially offset by a decrease in share based award compensation expense.

~~Depreciation and Amortization.~~ ~~Depreciation and amortization expense was $174.5 million for the 2017 period compared to $155.9 million for the 2016 period. The increase was primarily due to theatre remodels and new theatres.~~

~~Impairment of Long-Lived Assets.~~ We recorded asset impairment charges on assets held and used of $9.6 million for the 2017 period compared to $2.3 million for the 2016 period. The long-lived asset impairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market

demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. Impairment charges for the 2017 period impacted thirteen of our twenty-six reporting units. See Note 10 to our condensed consolidated financial statements.

~~Loss on Sale of Assets and Other.~~ We recorded a loss on sale of assets and other of $9.5 million during the 2017 period compared to $11.0 million during the 2016 period. The loss recorded during the 2017 period included the retirement of assets due to theatre remodels and closures, partially offset by gains related to the sale of excess land parcels and a gain on a landlord buyout of a theatre lease. The loss recorded during the 2016 period was primarily related to the retirement of assets due to theatre remodels and closures, partially offset by a gain on the sale of our investment in RealD stock.

~~Interest Expense.~~ Interest costs incurred, including amortization of debt issue costs, were $79.2 million for the 2017 period compared to $82.0 million for the 2016 period. The decrease was due to the redemption of our previously outstanding $200.0 million 7.375% senior subordinated notes (the “7.375% Senior Subordinated Notes”) funded by a $225.0 million add-on to our 4.875% senior notes (the “4.875% Senior Notes), which occurred on March 21, 2016, as well as amendments to our senior secured credit facility completed during June and December of 2016 and June of 2017, which, in the aggregate, reduced the rate at which our term loan accrues interest by 100 basis points.

~~Loss On Debt Amendments and Refinancing~~. We recorded a loss of $0.2 million during the 2017 period related to an amendment to our senior secured credit facility that included a reduction in the interest rate at which our term loan accrues interest and revisions to certain definitions within the agreement. See Note 4 to our condensed consolidated financial statements. We recorded a loss of $13.3 million during the 2016 period primarily related to the early redemption of our $200.0 million 7.375% Senior Subordinated Notes.

~~Foreign Currency Exchange Gain~~. We recorded a foreign currency exchange gain of $2.0 million during the 2017 period compared to a foreign currency exchange gain of $2.9 million during the 2016 period. These amounts primarily represent the impact of changes in foreign currency exchange rates on intercompany transactions between our domestic subsidiaries and our international subsidiaries. See Note 12 to the condensed consolidated financial statements for further discussion.

~~Distributions from NCM.~~ We recorded distributions from NCM of $11.7 million during the 2017 period and $10.1 million during the 2016 period, which were in excess of the carrying value of our Tranche 1 investment. See Note 6 to our condensed consolidated financial statements.

~~Equity in Income of Affiliates.~~ We recorded equity in income of affiliates of $26.8 million during the 2017 period compared to $24.6 million during the 2016 period. See Notes 6 and 7 for information about the equity investments to our condensed consolidated financial statements.

~~Income Taxes.~~ Income tax expense of $98.5 million was recorded for the 2017 period compared to $106.0 million recorded for the 2016 period. The effective tax rate was 36.6% for the 2017 period compared to 37.1% for the 2016 period. Tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Liquidity and Capital Resources

Operating Activities

We primarily collect our revenues in cash, mainly through box office receipts and the sale of concessions. ~~In addition, nearly all of our theatres provide the patron a choice of using a credit card, debit card or advanced-sale type certificates such as a gift card, in place of cash. Because our~~Our revenues are received in cash prior to the payment of related ~~expenses,~~expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. However, as we reopened our theatres that were temporarily closed during March 2020, we have funded operating expenses with cash on hand and recent additional financing discussed below under Financing Activities.

Cash ~~provided by~~used for operating activities was ~~$311.4~~$42.2 million for the nine months ended September 30, ~~2017~~2021 compared to ~~$278.3~~$167.7 million for the nine months ended September 30, ~~2016.~~2020. The decrease in cash used for operating activities was primarily a result of $136.8 million of tax refunds received during April 2021, the timing and level of revenues earned during each period and the timing of payments to vendors for expenses incurred during each period, partially offset by payments of previously deferred rent.

As discussed in Note 4 to our condensed consolidated financial statements, we negotiated the deferral of rent and other lease-related payments in 2020 and early 2021 with some of our landlords. Approximately $43.0 million in deferred lease payments remain as of September 30, 2021. Approximately $37.6 million will be repaid within one year and the remaining $5.4 million will be repaid in subsequent years.

Investing Activities

Our investing activities have been principally related to the development, remodel and acquisition of theatres. New theatre openings and acquisitions historically have been financed with internally generated cash and by debt financing, including borrowings under our senior secured credit facility. Cash used for investing activities was ~~$290.1~~ $55.1 million for the nine months ended September 30, ~~2017~~2021 compared to ~~$230.5~~ $67.5 million for the nine months ended September 30, ~~2016.~~2020. The ~~increase~~decrease in cash used for investing activities was primarily due to ~~an increase in~~reduced capital expenditures ~~for the remodel of certain of our existing domestic theatres and the acquisition of one theatre in the U.S. and two theatres in Brazil.~~ as we continue to limit spend to essential projects.

Capital expenditures for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 were as follows (in millions):

Period

New
Theatres

Existing
Theatres ⁽¹⁾

Total

Nine Months Ended September 30, 2017

$
42.5

$
220.2

$
262.7

Nine Months Ended September 30, 2016

$
65.6

$
164.7

$
230.3


Period	New Theatres		Existing Theatres		Total
Nine Months Ended September 30, 2021	$	24.1	$	33.1	$	57.2
Nine Months Ended September 30, 2020	$	18.7	$	48.9	$	67.6

~~(1)~~

~~The amounts for the nine months ended September 30, 2017 and 2016 include $5.7 million and $3.6 million, respectively, related to the remodel of our corporate headquarters building in Plano, TX.~~

~~Capital expenditures for existing properties in~~We operated 524 theatres with 5,897 screens worldwide as of September 30, 2021. Theatres and screens acquired, built and closed during the ~~table above includes the costs of remodeling certain of our existing theatres to include Luxury Loungers and expanded concession offerings. During the nine~~three months ended September 30, ~~2017 and 2016,~~2021 were as follows:


	January 1, 2021		Built		Closed			September 30, 2021
U.S (42 states)
Theatres		331		1		(8	)		324
Screens		4,507		14		(81	)		4,440

International (15 countries)
Theatres		200		3		(3	)		200
Screens		1,451		25		(19	)		1,457

Worldwide
Theatres		531		4		(11	)		524
Screens		5,958		39		(100	)		5,897

As of September 30, 2021, we had ~~an average of 151 and 75 of our domestic screens, respectively, temporarily closed for such remodels.~~

~~Our U.S. theatre circuit consisted of 339 theatres with 4,562 screens at September 30, 2017. During~~ the ~~nine months ended September 30, 2017, we built two new theatres with 18 screens,~~ ~~acquired~~ ~~one~~ ~~new theatre with~~ 12 ~~screens and closed~~ ~~three~~ ~~theatres and~~ 27 ~~screens. At September 30, 2017, we had~~following signed commitments ~~to open~~ ~~one~~ ~~new theatre and 10 screens~~(costs in ~~domestic markets~~millions):


	Theatres	Screens	Estimated Cost (1)
Remainder of 2021
U.S.	2	28	$	16.1
International	—	5		3.7
Total	2	33	$	19.8

Subsequent to 2021
U.S.	5	62	$	41.0
International	7	50		22.4
Total	12	112	$	63.4

Total commitments at September 30, 2021	14	145	$	83.2

(1)

We expect approximately $19.8 million during the remainder of ~~2017~~2021 and ~~open~~ ~~ten~~ ~~new theatres with~~ ~~106~~ ~~screens subsequent~~$26.0 million, $31.5 million and $5.9 million to ~~2017. We estimate the remaining capital expenditures for the development~~be paid during 2022, 2023 and 2024, respectively. The timing of ~~these~~ ~~116~~ ~~domestic screens will be approximately $85.0~~ ~~million.~~

~~Our international theatre circuit consisted~~payments is subject to change as a result of 194 theatres with 1,395 screens at September 30, 2017. During the nine months ended September 30, 2017, we built five new theatres with 37 screens and acquired two theatres with 14 screens. At September 30, 2017, we had signed commitments to open one new theatre and six screens in international markets during the remainder of 2017 and open seven new theatres and 34 screens subsequent to 2017. We estimate the remaining capital expenditures for the development of these 40 international screens will be approximately $20.0 million.

construction or other delays.

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

Financing Activities

Cash used for financing activities was ~~$114.2~~$12.9 million for the nine months ended September 30, ~~2017~~2021 compared to ~~$111.3~~cash provided by financing activities of $577.5 million for the nine months ended September 30, ~~2016. Financing activities for~~2020. During the nine months ended September 30, ~~2016 included~~2021, we issued 5.875% Senior Notes and 5.25% Senior Notes, the ~~redemption~~proceeds of ~~Cinemark USA, Inc.’s $200.0 million 7.375%~~which were used to redeem the 5.125% Senior ~~Subordinated~~ Notes ~~with proceeds from~~and the ~~issuance of a $225.0 million add-on to Cinemark USA, Inc.’s existing~~ 4.875% Senior ~~Notes.~~Notes, respectively, as discussed further below. We paid approximately $17.3 million in debt issuance costs and

$2.1 million in fees related to these transactions and an amendment to our Senior Secured Credit Facility during the nine months ended September 30, 2021. During the nine months ended September 30, 2020, we borrowed $98.8 million on our revolving line-of-credit, which was repaid during the third quarter of 2020, issued the 8.750% Secured Notes discussed below and paid dividends to stockholders of $42.3 million.

We, at the discretion of the board of directors and subject to applicable law, ~~anticipate paying regular quarterly~~may pay dividends on our common stock. The amount, if any, of the dividends to be paid in the future will depend upon our then available cash balance, anticipated cash needs, overall financial condition, loan agreement restrictions as discussed below, future prospects for earnings and cash flows, as well as other relevant factors. As a result of the impact of the COVID-19 pandemic, we have suspended our quarterly dividend.

We may from time to time, subject to compliance with our debt instruments, purchase our debt securities on the open market depending upon the availability and prices of such securities. Long-term debt consisted of the following as of September 30, ~~2017~~2021 (in millions):

Cinemark USA, Inc. term loan

$
660.9

Cinemark USA, Inc. 5.125% senior notes due 2022

400.0

Cinemark USA, Inc. 4.875% senior notes due 2023

755.0

Other

4.2

Total long-term debt

$
1,820.1

Less current portion

7.1

Subtotal long-term debt, less current portion

$
1,813.0

Less: Debt discounts and debt issuance costs, net of accumulated amortization

31.0

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

$
1,782.0


Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025		460.0
Cinemark USA, Inc. term loan	$	634.8
Cinemark USA, Inc. 8.750% senior secured notes due 2025		250.0
Cinemark USA, Inc. 5.875% senior notes due 2026		405.0
Cinemark USA, Inc. 5.250% senior notes due 2028		765.0
Other debt		28.3
Total long-term debt	$	2,543.1
Less current portion		20.3
Subtotal long-term debt, less current portion	$	2,522.8
Less: Debt issuance costs, net of accumulated amortization		45.5
Long-term debt, less current portion, net of unamortized debt issuance costs	$	2,477.3

As of September 30, ~~2017,~~2021, $100 million was available for borrowing under the revolving line of credit.

Contractual Obligations

During the nine months ended September 30, 2021, Cinemark USA, Inc. ~~had $100.0 million~~issued the 5.875% Senior Notes and the 5.25% Senior Notes and redeemed the 5.125% Senior Notes and the 4.875% Senior Notes. Included below is an updated summary of long-term debt obligations and related estimated scheduled interest payment obligations as of September 30, 2021, reflecting these changes.


	Payments Due by Period
	(in millions)
			Less Than						After
Contractual Obligations	Total		One Year		1 - 3 Years		3 - 5 Years		5 Years
Long-term debt (1)	$	2,543.1	$	20.3	$	21.1	$	1,730.2	$	771.5
Scheduled interest payments on long-term debt (2)	$	605.1	$	129.2	$	255.8	$	151.3	$	68.8

(1)

Amounts are presented before adjusting for unamortized debt issuance costs.

(2)

Amounts include scheduled interest payments on fixed rate and variable rate debt agreements. Estimates for the variable rate interest payments were based on interest rates in ~~available borrowing capacity~~effect on ~~its revolving credit line.~~

September 30, 2021.

~~Contractual Obligations~~

There have been no other material changes in our contractual obligations previously disclosed in “Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 filed February ~~23, 2017.~~26, 2021.

Off-Balance Sheet Arrangements

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

Senior Secured Credit Facility

Cinemark USA, Inc. has a senior secured credit facility that includes a $700.0 million term loan ~~with a maturity date of May 2022,~~ and a $100.0 million revolving credit line ~~with a maturity date of December 2017 (collectively referred to as the~~(the “Credit Agreement”).

~~On May 16, 2016, Cinemark USA, Inc. made a principal pre-payment of $13,451 using~~ Under the ~~proceeds received from the sale of shares of RealD. In accordance with the terms of the~~amended Credit Agreement, ~~the pre-payment was applied first to the next four~~quarterly principal ~~installments, and second, to the remaining installments pro-rata based on the remaining outstanding principal amount of such installments. Therefore, quarterly~~ payments of ~~$1.4~~$1.6 million are due on the term loan through ~~March~~December 31, ~~2022,~~2024, with ~~the remaining~~a final principal payment of ~~$635.3~~$613.4 million due on ~~May 8, 2022. The Company did not incur any fees as a result of the pre-payment.~~

~~On June 13, 2016 and December 15, 2016,~~March 29, 2025. Cinemark USA, Inc. ~~amended its Credit Agreement to reduce~~had $100.0 million available borrowing capacity on the rate at which the term loan bears interest by 0.25% and then an additional 0.50%, respectively. On June 16, 2017, Cinemark USA, Inc. amended its Credit Agreement to further reduce the rate at which the term loan bears interest by 0.25% and also to modify certain definitions and other provisions within the Credit Agreement. revolving credit line as of September 30, 2021.

Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or, if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of ~~1.00%~~0.75% per

annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of ~~2.00%~~1.75% per annum. Interest on the revolving credit line accrues, at our option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin that ranges from ~~1.00%~~0.50% to ~~1.75%~~1.25% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from ~~2.00%~~1.50% to ~~2.75%~~2.25% per annum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement.

At September 30, 2017, there was $660.9 million outstanding under the term loan and no borrowings outstanding under the revolving credit line. Cinemark USA, Inc. had $100.0 million in available borrowing capacity on the revolving credit line. The average interest rate on outstanding term loan borrowings under the Credit Agreement at September 30, 2017 was approximately 3.3% per annum.

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

The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on Cinemark USA, Inc.’s ability, and in certain instances, its subsidiaries’ and our ability, to consolidate or merge or liquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; pay dividends or repurchase stock; and make capital expenditures and investments. If Cinemark USA, Inc. has borrowings outstanding on the revolving credit line, it is required to satisfy a consolidated net senior secured leverage ratio covenant as defined in the Credit ~~Agreement.~~Agreement, not to exceed 4.25 to 1. See below for discussion of recent covenant waivers.

The dividend restriction contained in the Credit Agreement prevents the Company and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the

board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined ~~amounts.~~ amounts (collectively the “Applicable Amount”).

On April 17, 2020, in conjunction with the issuance of the 8.750% Secured Notes discussed below, we obtained a waiver of the leverage covenant from the majority of revolving lenders under the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020. The waiver is subject to certain liquidity thresholds, restrictions on investments and the use of the Applicable Amount.

On August 21, 2020, in conjunction with the issuance of the 4.50% Convertible Senior Notes discussed below, we further amended the waiver of the leverage covenant through the fiscal quarter ending September 30, 2021. The amendment also i) modifies the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, ii) for purposes of testing the consolidated net senior secured leverage ratio for the fiscal quarters ending on December 31, 2021, March 31, 2022 and June 30, 2022, permits us to substitute Consolidated EBITDA for the first three fiscal quarters of 2019 in lieu of Consolidated EBITDA for the corresponding fiscal quarters of 2021, (iii) modifies the restrictions imposed by the covenant waiver and (iv) makes such other changes to permit the issuance of the 4.50% Convertible Senior Notes discussed below.

On June 15, 2021, in conjunction with the issuance of the 5.25% Senior Notes discussed below, the Credit Agreement was amended to, among other things, extend the maturity of the revolving credit line from November 28, 2022 to November 28, 2024.

We have four 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 under the Credit Agreement. See Note 7 of our condensed consolidated financial statements for discussion of the interest rate swaps.

At September 30, 2021, there was $634.8 million outstanding under the term loan and no borrowings were outstanding under the $100.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of September 30, 2021 was approximately 3.4% per annum, after giving effect to the interest rate swap agreements discussed above.

5.875% Senior Notes

On March 16, 2021, Cinemark USA, Inc. issued $405 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of Cinemark USA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Notes that remained outstanding after the tender offer. See further discussion of the tender offer below. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year, beginning September 15, 2021. The 5.875% Senior Notes mature on March 15, 2026. The Company incurred debt issue costs of approximately $6.0 million in connection with the issuance, which are recorded as a reduction of long-term debt, less current on the consolidated balance sheet.

The 5.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of Cinemark USA, Inc.’s subsidiaries that guarantee, assume or become liable with respect to any of Cinemark USA, Inc.’s or a guarantor’s debt. The 5.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of Cinemark USA, Inc.’s and its guarantor’s existing and future senior debt and senior in right of payment to all of Cinemark USA, Inc.’s and its guarantors’ existing and future senior subordinated debt. The 5.875% Senior Notes and the guarantees are effectively subordinated to all of Cinemark USA, Inc.’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under Cinemark USA, Inc.’s amended senior secured credit facility. The 5.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of Cinemark USA, Inc.’s subsidiaries that do not guarantee the 5.875% Senior Notes.

Prior to March 15, 2023, Cinemark USA, Inc. may redeem all or any part of the 5.875% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 5.875% Senior Notes to the date of redemption. After March 15, 2023, Cinemark USA, Inc. may redeem the 5.875% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to March 15, 2023, Cinemark USA, Inc. may redeem up to 40% of the aggregate principal amount of the 5.875% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture.

5.25% Senior Notes

On June 15, 2021, Cinemark USA, Inc. issued $765 million aggregate principal amount of 5.25% senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of Cinemark USA’s 4.875% $755 million aggregate principal amount of Senior Notes due 2023 (the “4.875% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year, beginning January 15, 2022. The 5.25% Senior Notes mature on July 15, 2028.

Prior to July 15, 2024, Cinemark USA, Inc. may redeem all or any part of the 5.25% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 5.25% Senior Notes to the date of redemption. On or after July 15, 2024, Cinemark USA, Inc. may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to July 15, 2024, Cinemark USA, Inc. may redeem up to 40% of the aggregate principal amount of the 5.25% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture, so long as at least 60% of the principal amount of the 5.25% Senior Notes remains outstanding immediately after each such redemption.

8.750% Secured Notes

On April 20, 2020, Cinemark USA, Inc. issued $250 million 8.750% senior secured notes (the “8.750% Secured Notes”). The 8.750% Senior Notes will mature on May 1, 2025; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount of the 5.125% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50 million, the 8.750% Senior Notes will mature on September 14, 2022 and (ii) on February 27, 2023, the aggregate outstanding principal amount of the 4.875% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50 million, the 8.750% Senior Notes will mature on February 28, 2023. Interest on the 8.750% Senior Notes will be payable on May 1 and November 1 of each year, beginning on November 1, 2020.

The 8.750% Secured Notes are fully and unconditionally guaranteed on a joint and several senior basis by certain of the Company’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of the Company’s or its guarantors’ other debt. If the Company cannot make payments on the 8.750% Secured Notes when they are due, the Company’s guarantors must make them instead. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the 8.750% Secured Notes.

4.50% Convertible Senior Notes

On August 21, 2020, Cinemark Holdings, Inc. issued $460 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 will be payable on February 15 and August 15 of each year, beginning on February 15, 2021.

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 our common stock and the conversion rate on each such trading day; (2) if we distribute 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 our common stock (including due to a stockholder rights plan) or (ii) our assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of our common stock, (3) upon the occurrence of specified corporate events as described further in the indenture. Beginning May 15, 2025, holders may convert their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, or (4) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our 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 130% of the conversion price (initially $14.35 per share), on each applicable trading day. Upon conversion of the notes, we will pay or deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The conversion rate will initially be 69.6767 shares of our 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, we 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.

The 4.50% Convertible Notes will be effectively subordinated to any of our, or our 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 will be structurally subordinated to all existing and future debt and other liabilities, including trade payables, including Cinemark USA’s 5.125% senior notes due 2022, 4.875% senior notes due 2023 and the 8.750% Secured Notes due 2025, or, collectively, Cinemark USA’s senior notes (but excluding all obligations under the Credit Agreement which are guaranteed by Cinemark Holdings, inc.). The 4.50% Convertible Notes rank equally in right of payment with all of our existing and future unsubordinated debt, including all obligations under the Cinemark USA, Inc. Credit Agreement, which such Credit Agreement is guaranteed by Cinemark Holdings, Inc., and senior in right of payment to any future debt that is expressly subordinated in right of payment to the notes. The 4.50% Convertible Notes are not guaranteed by any of Cinemark Holdings, Inc.’s subsidiaries.

Additional Borrowings of International Subsidiaries

As of September 30, ~~2017,~~2021, certain of our international subsidiaries had an aggregate of $28.3 million outstanding under various local bank loans. Below is a summary of these loans:


	USD Balance as of	Interest Rates as of
Loan Description	September 30, 2021	September 30, 2021	Covenants	Maturity
Peru loans	$5.0 million	1.0% to 4.8%	Negative covenants	June 2023 and December 2023
Brazil loans	$15.1 million	3.6% to 8.1%	Negative covenants	November 2021, October 2023 and January 2029
Colombia loans	$3.2 million	3.3% to 5.9%	Negative and maintenance covenants	May 2023, June 2023 and September 2025
Chile loans	$5.0 million	3.5%	Negative and maintenance covenants	November 2023

Additionally, we deposited cash into a collateral account to support the issuance of bank letters of credit to the lenders for the international loans noted above. The total amount deposited during the nine months ended September 30, 2021 was $7.3 million. Total deposits to support bank letters of credit for the outstanding loans of our international subsidiaries is $21.1 million and is considered restricted cash as of September 30, 2021. These restricted cash amounts do not impact the Applicable Amount as defined under the Credit Agreement or the restricted payments as defined in the indentures to the notes as described above.

5.125% Senior Notes

On March 16, 2021, Cinemark USA, Inc. completed a tender offer to purchase it’s previously outstanding 5.125% Senior Notes, of which $334 million was tendered at the expiration of the offer. On March 16, 2021, Cinemark USA, Inc. also issued a notice of optional redemption to redeem the remaining $66 million principal amount of the 5.125% Senior Notes. In connection therewith, on March 16, 2021, Cinemark USA deposited with Wells Fargo Bank, N.A., as trustee for the 5.125% Senior Notes (the “Trustee”), funds sufficient to redeem all 5.125% Notes remaining outstanding on April 15, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included approximately $66 million of outstanding principal at the redemption price equal to 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on March 16, 2021, the indenture governing the 5.125% Senior Notes was fully satisfied and discharged.

4.875% Senior Notes

On May 21, 2021, Cinemark USA, Inc. issued a conditional notice of optional redemption to redeem the $755 million outstanding principal amount of the 4.875% Senior Notes. In connection therewith, Cinemark USA deposited with Wells Fargo Bank, N.A., as Trustee for the 4.875% Senior Notes (the “Trustee”), funds sufficient to redeem all 4.875% Senior Notes remaining outstanding on June 21, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included $755 million of outstanding principal at the redemption price equal to 100.000% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on June 15, 2021, the indenture governing the 4.875% Senior Notes was fully satisfied and discharged.

Covenant Compliance

The indentures governing the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes ("the indentures") contain covenants that limit, among other things, the ability of Cinemark USA, Inc. 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, 2021, Cinemark USA, Inc. could have distributed up to approximately ~~$2,551.2 million~~$2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the ~~Credit Agreement,~~indentures, subject to its available cash and other borrowing restrictions outlined in the ~~agreement.~~

indentures. Upon a change of control, as defined in the indentures, Cinemark USA, Inc. ~~5.125%~~would be required to make an offer to repurchase the 5.875% Senior Notes,

~~On December 18, 2012, Cinemark USA, Inc. issued $400.0 million~~ the 5.25% Senior Notes and the 8.750% Secured Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of ~~5.125% senior notes due 2022, at par value (the “5.125% Senior Notes”). Interest on the 5.125% Senior Notes is payable on June 15 and December 15 of each year, beginning June 15, 2013.~~repurchase. The ~~5.125% Senior Notes mature on December 15, 2022.~~

~~The indenture to the 5.125% Senior Notes contains covenants including limitations on the amount of dividends that could be paid by Cinemark USA, Inc.~~ As of September 30, 2017, Cinemark USA, Inc. could have distributed up to approximately $2,529.3 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 5.125% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. ~~The indenture allows~~indentures allow Cinemark USA, Inc. to incur additional indebtedness if ~~it satisfies~~we satisfy 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, ~~2017~~2021 was ~~approximately~~ ~~5.9~~ ~~to 1.~~below zero.

~~Cinemark USA, Inc. 4.875% Senior Notes~~

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

~~The indenture to the 4.875% Senior Notes contains covenants that include limitations on the amount of dividends that Cinemark USA, Inc. can pay.~~ As of September 30, ~~2017, Cinemark USA, Inc. could have distributed up to approximately $2,524.4~~ million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. The indenture allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. ~~The required minimum coverage ratio is 2 to 1 and our actual ratio as of September 30, 2017 was approximately~~ ~~5.9~~ ~~to 1.~~

~~Cinemark USA, Inc. 7.375% Senior Subordinated Notes~~

~~On June 3, 2011, Cinemark USA, Inc. issued $200.0 million aggregate principal amount of 7.375% Senior Subordinated Notes due~~ 2021, at par value. On March 21, 2016, Cinemark USA, Inc. redeemed the 7.375% Senior Subordinated Notes at a make-whole premium of approximately 104% plus accrued and unpaid interest, utilizing the proceeds from the issuance of the additional $225.0 million 4.875% Senior Notes discussed above. As a result of the redemption, the Company wrote-off approximately $2.4 million in unamortized debt issue costs, paid the make-whole premium of approximately $9.4 million and paid other fees of $1.2 million, all of which are reflected in loss on debt amendments and refinancing during the nine months ended September 30, 2016.

~~Covenant Compliance~~

~~As of September 30, 2017,~~ we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

~~Seasonality~~44

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

Item 3. Quantitative and ~~Qualitati~~veQualitative Disclosures About Market Risk

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

Interest Rate Risk

We are currently party to a variable rate debt facility. We have four interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on $600 million of the term loan outstanding under the Credit Agreement. An increase or decrease in interest rates would affect our interest expense relating to our variable rate debt. At September 30, ~~2017,~~2021, we had an aggregate of approximately ~~$660.9~~$63.1 million of variable rate debt outstanding. Based on the interest rates in effect on the variable rate debt outstanding at September 30, ~~2017,~~2021, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately ~~$6.6~~$0.6 million.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of September 30, ~~2017:~~2021:


	Expected Maturity for the Twelve-Month Periods Ending September 30,																Average
	(in millions)																Interest
	2022		2023		2024		2025		2026		Thereafter		Total		Fair Value		Rate
Fixed rate	$	—	$	—	$	—	$	850.0	$	865.0	$	765.0	$	2,480.0	$	2,763.1		5.1	%
Variable rate (1)		20.3		13.3		7.8		15.2		—		6.5		63.1		61.9		2.8	%
Total debt	$	20.3	$	13.3	$	7.8	$	865.2	$	865.0	$	771.5	$	2,543.1	$	2,825.0

Expected Maturity for the Twelve-Month Periods Ending September 30,

Average

(in millions)

Interest

2018

2019

2020

2021

2022

Thereafter

Total

Fair Value

Rate

Fixed rate

$
1.4

$
1.4

$
1.4

$
—

$
—

$
1,155.0

$
1,159.2

$
1,177.2

5.0
%
Variable rate

5.7

5.7

5.7

5.7

638.1

—

660.9

663.4

3.3
%
Total debt

$
7.1

$
7.1

$
7.1

$
5.7

$
638.1

$
1,155.0

$
1,820.1

$
1,840.6

(1)

Amounts are presented before adjusting for unamortized debt issuance costs and debt discounts.

Interest Rate Swap Agreements

~~Foreign Currency Exchange Rate Risk~~

~~Other than the devaluation~~All of our interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the ~~Argentine peso, discussed in~~interest rate swaps are recorded on our 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 127 to the condensed consolidated financial statements ~~there~~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 our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 filed February ~~23, 2017.~~26, 2021.

Item 4. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of September 30, ~~2017,~~2021, we carried out an evaluation required by the Exchange Act, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, ~~2017,~~2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended September 30, ~~2017~~2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - ~~OTHE~~ROTHER INFORMATION

Item 1. Legal Proceedings

~~There~~Other than the discussion at Note 19, there have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 filed February ~~23, 2017~~.26, 2021.

Item 1A. RiskRisk Factors

~~There have been no material changes from risk factors previously disclosed~~See discussion in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 filed February ~~23, 2017~~.26, 2021, as updated by risk factors included in a Form 8-K that was filed on March 4, 2021.

Item 6. Ex~~hibits~~ Exhibits


*31.1
*31.1		Certification of Mark Zoradi, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Sean Gamble, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification of Mark Zoradi, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Certification of Sean Gamble, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002.

* 101		~~Financial Statements~~The following material from ~~the quarterly report on Form 10-Q of~~ Cinemark Holdings, Inc.’s Form 10-Q for the quarter ended September 30, ~~2017, filed November 3, 2017,~~2021, formatted in ~~XBRL:~~iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income (Loss), (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial ~~Statements tagged~~Statements.

* 104		Cover Page Interactive Data File (formatted as ~~detailed text.~~inline XBRL and contained in Exhibit 101)

*	~~filed herewith~~.

~~SIGNATURES~~

* filed herewith.

SIGNATURES

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


		CINEMARK HOLDINGS, INC.
		Registrant

DATE:	November ~~3, 2017~~5, 2021

		/s/Mark Zoradi
		Mark Zoradi
		Chief Executive Officer

		/s/Sean Gamble
		Sean Gamble
		Chief Financial Officer


Delaware		20-5490327
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.001 per share	CNK	New York Stock Exchange

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income	$	38,540		$	66,126		$	170,544		$	179,540
Other comprehensive income (loss), net of tax
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $0, $0, $0 and $138		—			—			—			234
Other comprehensive income (loss) in equity method investments		(11	)		(7	)		92			(183	)
Foreign currency translation adjustments		9,085			(3,669	)		5,578			34,998
Total other comprehensive income (loss), net of tax		9,074			(3,676	)		5,670			35,049
Total comprehensive income, net of tax		47,614			62,450			176,214			214,589
Comprehensive income attributable to noncontrolling interests		(401	)		(475	)		(1,438	)		(1,478	)
Comprehensive income attributable to Cinemark Holdings, Inc.	$	47,213		$	61,975		$	174,776		$	213,111

	Nine Months Ended September 30,
	2017			2016
Operating activities
Net income	$	170,544		$	179,540
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		173,378			154,308
Amortization of intangible and other assets and favorable/unfavorable leases		1,167			1,566
Amortization of long-term prepaid rents		1,540			1,357
Amortization of debt issue costs		4,619			4,068
Amortization of deferred revenues, deferred lease incentives and other		(12,037	)		(13,017	)
Impairment of long-lived assets		9,600			2,323
Share based awards compensation expense		9,487			10,247
Loss on sale of assets and other		9,464			10,985
Write-off of unamortized debt issue costs associated with early retirement of debt		—			2,369
Deferred lease expenses		(1,019	)		(809	)
Equity in income of affiliates		(26,767	)		(24,597	)
Deferred income tax expenses		9,541			16,382
Distributions from equity investees		17,321			9,660
Changes in assets and liabilities and other		(55,433	)		(76,102	)
Net cash provided by operating activities		311,405			278,280

Investing activities
Additions to theatre properties and equipment and other		(262,730	)		(230,346	)
Acquisitions of theatres in the U.S. and international markets		(41,000	)		(15,300	)
Proceeds from sale of theatre properties and equipment and other		14,816			3,398
Proceeds from sale of marketable securities		—			13,451
Investment in joint ventures and other		(1,178	)		(1,703	)
Net cash used for investing activities		(290,092	)		(230,500	)

Financing activities
Dividends paid to stockholders		(101,304	)		(94,117	)
Payroll taxes paid as a result of restricted stock withholdings		(2,943	)		(6,828	)
Proceeds from issuance of Senior Notes, net of discount		—			222,750
Retirement of Senior Subordinated Notes		—			(200,000	)
Repayments of long-term debt		(2,855	)		(15,217	)
Payment of debt issue costs		(817	)		(4,504	)
Payments on capital leases		(15,814	)		(14,655	)
Proceeds from financing lease		10,200			—
Other		(620	)		1,282
Net cash used for financing activities		(114,153	)		(111,289	)

Effect of exchange rate changes on cash and cash equivalents		1,051			2,081

Decrease in cash and cash equivalents		(91,789	)		(61,428	)

Cash and cash equivalents:
Beginning of period		561,235			588,539
End of period	$	469,446		$	527,111

Supplemental information (see Note 13)


			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements	4

		Condensed Consolidated Balance Sheets as of September 30, ~~2017~~2021 and December 31, ~~2016~~2020 (unaudited)	4

		Condensed Consolidated Statements of ~~Income~~Loss for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	5

		Condensed Consolidated Statements of Comprehensive ~~Income~~Loss for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	6

		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 (unaudited)	7

		Notes to Condensed Consolidated Financial Statements (unaudited)	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2432

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3445

	Item 4.	Controls and Procedures	3445

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	3546

	Item 1A.	Risk Factors	3546

	Item 6.	Exhibits	3647

SIGNATURES			3748


		Three Months Ended				Nine Months Ended
		September 30				September 30
Lease Cost	Classification	2021		2020		2021		2020
Operating lease costs
Equipment (1)	Utilities and other	$	699	$	823	$	1,567	$	2,495
Real Estate (2)(3)	Facility lease expense		69,492		65,970		200,930		211,088
Total operating lease costs		$	70,191	$	66,793	$	202,497	$	213,583

Finance lease costs
Amortization of leased assets	Depreciation and amortization	$	3,142	$	3,665	$	9,533	$	11,052
Interest on lease liabilities	Interest expense		1,449		1,725		4,510		5,333
Total finance lease costs		$	4,591	$	5,390	$	14,043	$	16,385


	Nine Months Ended
	September 30,
Other Information	2021		2020
Contractual cash payments included in the measurement of lease liabilities(1)
Cash outflows for operating leases	$	201,384	$	205,276
Cash outflows for finance leases - operating activities	$	4,504	$	5,304
Cash outflows for finance leases - financing activities	$	11,045	$	11,497
Non-cash amount of leased assets obtained in exchange for:
Operating lease liability additions, net	$	109,088	$	84,241


	NCM screen advertising advances (1)			Other Deferred Revenues (2)
Balance at January 1, 2021	$	344,255		$	138,830
Amounts recognized as accounts receivable		—			3,409
Cash received from customers in advance		—			58,256
Common units received from NCM		10,237			—
Interest accrued related to significant financing component		17,723			—
Revenue recognized during period		(24,003	)		(64,625	)
Foreign currency translation adjustments		—			(1,253	)
Balance at September 30, 2021	$	348,212		$	134,617


	Twelve Months Ended September 30,
Remaining Performance Obligations	2022		2023		2024		2025		2026		Thereafter		Total
Other deferred revenues	$	117,093	$	17,524	$	—	$	—	$	—	$	—	$	134,617

	Cinemark
	Holdings, Inc.
	Stockholders’			Noncontrolling			Total
	Equity			Interests			Equity
Balance at January 1, 2017	$	1,261,818		$	11,142		$	1,272,960
Share based awards compensation expense		9,487			—			9,487
Stock withholdings related to share based awards that vested during the nine months ended September 30, 2017		(2,943	)		—			(2,943	)
Tax expense related to share based awards vesting		(32	)	―				(32	)
Dividends paid to stockholders ⁽¹⁾		(101,304	)		—			(101,304	)
Dividends accrued on unvested restricted stock unit awards ⁽¹⁾		(423	)		—			(423	)
Dividends paid to noncontrolling interests		—			(588	)		(588	)
Net income		169,106			1,438			170,544
Other comprehensive income in equity method investees		92			—			92
Foreign currency translation adjustments (see Note 12)		4,027			—			4,027
Balance at September 30, 2017	$	1,339,828		$	11,992		$	1,351,820

			Amount per Share
Declaration Date	Record Date	Payable Date	of Common Stock		Total
2/23/2017	3/8/2017	3/20/2017	$	0.29	$	33,912
5/25/2017	6/8/2017	6/22/2017		0.29		33,904
8/10/2017	8/31/2017	9/13/2017		0.29		33,911
		Total	$	0.87	$	101,727


	Investment in NCM			NCM Screen Advertising Advances			Distributions from NCM			Equity in Loss		Other Revenue			Interest Expense - NCM		Cash Received
Balance as of January 1, 2021	$	151,962		$	(344,255	)
Receipt of common units due to annual common unit adjustment ("CUA")		10,237			(10,237	)		—			—		—			—		—
Screen rental revenues earned under ESA (1)		—			—			—			—		(7,516	)		—		7,516
Interest accrued related to significant financing component		—			(17,723	)		—			—		—			17,723		—
Receipt under tax receivable agreement		(156	)		—			(77	)		—		—			—		233
Equity in loss		(22,046	)		—			—			22,046		—			—		—
Amortization of screen advertising advances		—			24,003			—			—		(24,003	)		—		—
Balance as of and for the nine months ended September 30, 2021	$	139,997		$	(348,212	)	$	(77	)	$	22,046	$	(31,519	)	$	17,723	$	7,749

							Distributions
	Investment			Deferred			from			Equity in			Other			Cash
	in NCM			Revenue			NCM			Income			Revenue			Received
Balance as of January 1, 2017	$	189,995		$	(343,928	)
Receipt of common units due to annual common unit adjustment		18,363			(18,363	)	$	—		$	—		$	—		$	—
Revenues earned under ESA ⁽¹⁾		—			—			—			—			(8,446	)		8,446
Receipt of excess cash distributions		(10,020	)		—			(9,630	)		—			—			19,650
Receipt under tax receivable agreement		(2,089	)		—			(2,074	)		—			—			4,163
Equity in earnings		8,098			—			—			(8,098	)		—			—
Amortization of deferred revenue		—			7,872			—			—			(7,872	)		—
Balance as of and for the nine months ended September 30, 2017	$	204,347		$	(354,419	)	$	(11,704	)	$	(8,098	)	$	(16,318	)	$	32,259


	Twelve Months Ended September 30,
Remaining Maturity	2022		2023		2024		2025		2026		Thereafter		Total
NCM screen advertising advances (1)	$	8,968	$	9,587	$	10,251	$	10,962	$	11,724	$	296,720	$	348,212


	As of			As of
	September 30, 2021			December 31, 2020
Current assets	$	97,064		$	142,566
Noncurrent assets	$	665,570		$	685,643
Current liabilities	$	48,761		$	46,872
Noncurrent liabilities	$	1,114,599		$	1,072,207
Members deficit	$	(400,726	)	$	(290,870	)

	Three Months		Six Months Ended		Three Months Ended		Nine Months Ended
	Ended June 29, 2017		June 29, 2017		September 29, 2016		September 29, 2016
Gross revenues	$	97,042	$	168,962	$	113,476	$	305,101
Operating income	$	28,430	$	33,500	$	48,481	$	100,911
Net income	$	15,377	$	7,465	$	23,909	$	49,619

	DCIP			AC JV, LLC		DCDC		Other			Total
Balance at January 1, 2017	$	87,819		$	5,980	$	2,750	$	1,768		$	98,317
Cash contributions		1,109			—		—		68			1,177
Cash distributions		(5,212	)		—		—		—			(5,212	)
Equity in income		16,820			996		853		—			18,669
Equity in other comprehensive income		92			—		—		—			92
Other		—			—		—		(165	)		(165	)
Balance at September 30, 2017	$	100,628		$	6,976	$	3,603	$	1,671		$	112,878

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Gross revenues	$	39,961	$	48,274	$	132,535	$	133,675
Operating income	$	22,702	$	31,180	$	80,574	$	82,369
Net income	$	19,701	$	26,949	$	69,458	$	67,728


	AC JV, LLC			DCDC		FE Concepts		Other		Total
Balance at January 1, 2021	$	3,745		$	1,255	$	18,273	$	453	$	23,726
Equity income (loss)		(1,099	)		296		788		—		(15	)
Other		—			—		—		44		44
Balance at September 30, 2021	$	2,646		$	1,551	$	19,061	$	497	$	23,755


		Nine Months Ended
Investee	Transactions	September 30, 2021			September 30, 2020
AC JV, LLC	Event fees paid (1)	$	1,386		$	2,258
DCDC	Content delivery fees paid (1)	$	377		$	208
FE Concepts	Theatre service fees received (2)	$	(47	)	$	(19	)

	Number of
	Treasury
	Shares		Cost
Balance at January 1, 2017		4,447,002	$	73,411
Restricted stock withholdings ⁽¹⁾		68,523		2,943
Restricted stock forfeitures		9,550		—
Balance at September 30, 2017		4,525,075	$	76,354


	Shares of			Weighted Average
	Restricted			Grant Date
	Stock			Fair Value
Outstanding at January 1, 2021		1,431,975		$	21.11
Granted		1,077,926		$	21.24
Vested		(115,712	)	$	23.79
Forfeited		(42,034	)	$	18.13
Outstanding at September 30, 2021		2,352,155		$	21.00
Unvested restricted stock at September 30, 2021		2,352,155		$	21.00


	Nine Months Ended September 30,
	2021			2020
Compensation expense recognized during the period	$	13,757		$	8,235
Fair value of restricted shares that vested during the period	$	2,491		$	8,944
Income tax benefit (cost) related to restricted stock awards	$	(105	)	$	2,678

	Number of
	Shares		Value at
	Vesting		Grant
at IRR of at least 7%		58,545	$	2,481
at IRR of at least 9.5%		117,089	$	4,961
at IRR of at least 13%		175,634	$	7,442

	U.S. Operating Segment		International Operating Segment		Total
Balance at January 1, 2017 ⁽¹⁾	$	1,164,163	$	98,800	$	1,262,963
Acquisitions of theatres ⁽²⁾		9,878		20,401		30,279
Foreign currency translation adjustments		—		1,100		1,100
Balance at September 30, 2017 ⁽¹⁾	$	1,174,041	$	120,301	$	1,294,342


	Balance at January 1, 2021			Additions (1)		Amortization			Foreign Currency Translation Adjustments			Balance at September 30, 2021
Intangible assets with finite lives:
Gross carrying amount	$	82,432		$	—	$	—		$	(132	)	$	82,300
Accumulated amortization		(68,416	)	―			(1,994	)		—			(70,410	)
Total net intangible assets with finite lives	$	14,016		$	—	$	(1,994	)	$	(132	)	$	11,890

Intangible assets with indefinite lives:
Tradename and other		300,179			146		—			(190	)		300,135
Total intangible assets, net	$	314,195		$	146	$	(1,994	)	$	(322	)	$	312,025

	Balance at											Balance at
	January 1,											September 30,
	2017			Additions ⁽¹⁾		Amortization			Other ⁽²⁾			2017
Intangible assets with finite lives:
Gross carrying amount	$	99,796		$	4,453	$	—		$	(1,332	)	$	102,917
Accumulated amortization		(64,606	)	―			(3,606	)		1,162			(67,050	)
Total net intangible assets with finite lives	$	35,190		$	4,453	$	(3,606	)	$	(170	)	$	35,867

Intangible assets with indefinite lives:
Tradename		299,709		―		―				81			299,790
Total intangible assets — net	$	334,899		$	4,453	$	(3,606	)	$	(89	)	$	335,657


For the three months ended December 31, 2021	$	680
For the twelve months ended December 31, 2022		2,519
For the twelve months ended December 31, 2023		2,429
For the twelve months ended December 31, 2024		2,429
For the twelve months ended December 31, 2025		2,316
Thereafter		1,517
Total	$	11,890

For the three months ended December 31, 2017	$	1,668
For the twelve months ended December 31, 2018		5,964
For the twelve months ended December 31, 2019		5,101
For the twelve months ended December 31, 2020		4,995
For the twelve months ended December 31, 2021		2,444
Thereafter		15,695
Total	$	35,867


		Carrying		Fair Value Hierarchy
Description	As of,	Value		Level 1		Level 2		Level 3
Interest rate swap liabilities (1)	September 30, 2021	$	22,253	$	—	$	22,253	$	—

Interest rate swap liabilities (1)	December 31, 2020	$	33,847	$	—	$	33,847	$	—

	Liabilities ⁽¹⁾
	2016
Beginning balance - January 1	$	373
Total loss included in accumulated other comprehensive loss		71
Settlements included in interest expense		(444	)
Ending balance - September 30	$	—


					Other
					Comprehensive
	Exchange Rate as of				Income (Loss) for The
Country	September 30, 2017		December 31, 2016		Nine Months Ended September 30, 2017
Brazil		3.17		3.26	$	6,700
Argentina		17.70		16.04		(5,918	)
Peru		3.35		3.45		1,133
Chile		640.60		679.09		3,136
All other						527
					$	5,578


	As of		As of
Theatre Properties and Equipment-net	September 30, 2021		December 31, 2020
U.S.	$	1,249,490	$	1,392,780
Brazil		60,020		72,080
Other international countries		125,964		150,202
Total	$	1,435,474	$	1,615,062

Cinemark USA, Inc. term loan	$	660.9
Cinemark USA, Inc. 5.125% senior notes due 2022		400.0
Cinemark USA, Inc. 4.875% senior notes due 2023		755.0
Other	4.2
Total long-term debt	$	1,820.1
Less current portion		7.1
Subtotal long-term debt, less current portion	$	1,813.0
Less: Debt discounts and debt issuance costs, net of accumulated amortization		31.0
Long-term debt, less current portion, net of debt issuance costs	$	1,782.0

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ ~~(Do not check if a smaller reporting company)~~

Smaller reporting company

Emerging growth company