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 every Interactive Data File required to be submitted 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 files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “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 30, 2020,~~August 5, 2021, 1,500 shares of Class A common stock and 182,648 shares of Class B common stock were 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, inor incorporated by reference to, the Company’s Annual Report on Form 10-K filed ~~February 21, 2020, as updated by~~March 3, 2021 and the ~~information related to COVID-19 that was included in a Form 8-K that was filed on April 13, 2020, including the documents incorporated by reference therein, our Quarterly~~Current Report on Form ~~10-Q~~8-K filed ~~on August 5, 2020 and subsequent filings.~~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~~otherwise.

	September 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020
Assets
Current assets
Cash and cash equivalents	$	430,956		$	488,215		$	321,097		$	260,538
Inventories		15,159			21,686			14,440			12,593
Accounts receivable		24,627			83,722			35,306			25,257
Current income tax receivable		84,105			4,082			39,381			158,932
Prepaid expenses and other		34,394			37,187			34,664			34,400
Accounts receivable from parent		27,767			24,319			38,851			36,775
Total current assets		617,008			659,211			483,739			528,495
Theatre properties and equipment		3,252,987			3,348,237			3,387,203			3,403,103
Less: accumulated depreciation and amortization		1,707,164			1,612,990			1,894,639			1,788,041
Theatre properties and equipment, net		1,545,823			1,735,247			1,492,564			1,615,062
Operating lease right-of-use assets, net		1,286,224			1,383,080			1,229,587			1,278,191
Other assets
Goodwill		1,249,427			1,283,371			1,255,150			1,253,840
Intangible assets, net		315,569			321,769			312,986			314,195
Investment in NCM		250,434			265,792			147,629			151,962
Investments in affiliates		118,589			155,285			23,629			23,726
Long-term deferred tax asset		16,491			9,369
Deferred charges and other assets, net		36,047			39,114			31,592			33,199
Total other assets		1,986,557			2,074,700			1,770,986			1,776,922
Total assets	$	5,435,612		$	5,852,238		$	4,976,876		$	5,198,670
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	7,965		$	6,595		$	20,910		$	18,056
Current portion of operating lease obligations		216,382			217,406			211,468			208,593
Current portion of finance lease obligations		16,224			15,432			14,439			16,407
Current income tax payable		—			5,195			—			5,632
Current liability for uncertain tax positions		—			13,446
Accounts payable and accrued expenses		376,853			450,097			396,575			350,094
Total current liabilities		617,424			708,171			643,392			598,782
Long-term liabilities
Long-term debt, less current portion		2,018,819			1,771,342			2,032,784			2,024,956
Operating lease obligations, less current portion		1,137,822			1,223,462			1,085,539			1,138,142
Finance lease obligations, less current portion		128,727			141,017			109,327			124,609
Long-term deferred tax liability		114,866			141,836			79,492			89,961
Long-term liability for uncertain tax positions		14,678			848			42,085			19,225
NCM screen advertising advances		346,237			348,354			350,362			344,255
Other long-term liabilities		61,690			43,001			51,863			73,746
Total long-term liabilities		3,822,839			3,669,860			3,751,452			3,814,894
Commitments and contingencies (see Note 18)
Equity
Cinemark USA, Inc.'s stockholder's equity:
Class A common stock, $0.01 par value: 10,000,000 shares authorized, 1,500 shares issued and outstanding		0			0			0			0
Class B common stock, no par value: 1,000,000 shares authorized, 239,893 shares issued and 182,648 shares outstanding		49,543			49,543			49,543			49,543
Treasury stock, 57,245 Class B shares at cost		(24,233	)		(24,233	)		(24,233	)		(24,233	)
Additional paid-in-capital		1,303,791			1,291,618			1,440,741			1,310,625
Retained earnings		69,231			484,883			(503,437	)		(163,284	)
Accumulated other comprehensive loss		(414,398	)		(340,112	)		(391,162	)		(398,653	)
Total Cinemark USA, Inc.'s stockholder's equity		983,934			1,461,699			571,450			773,998
Noncontrolling interests		11,415			12,508			10,580			10,996
Total equity		995,349			1,474,207			582,032			784,994
Total liabilities and equity	$	5,435,612		$	5,852,238		$	4,976,876		$	5,198,670

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 June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues
Admissions	$	14,901		$	454,429		$	307,400		$	1,371,041		$	153,479		$	37		$	209,600		$	292,499
Concession		9,116			289,477			199,596			886,083			109,814			124			149,302			190,480
Other		11,461			77,911			81,072			237,172			31,359			8,813			50,111			69,611
Total revenues		35,478			821,817			588,068			2,494,296			294,652			8,974			409,013			552,590

Cost of operations
Film rentals and advertising		8,257			254,911			165,262			759,693			76,587			388			99,792			157,005
Concession supplies		2,688			51,573			39,879			157,361			18,847			2,379			25,987			37,191
Salaries and wages		20,181			103,270			116,589			308,316			50,407			8,864			81,573			96,408
Facility lease expense		67,047			87,436			214,490			262,529			67,213			65,202			132,042			147,443
Utilities and other		43,412			123,877			178,806			357,210			61,185			34,871			110,329			135,394
General and administrative expenses		29,625			44,113			97,645			125,054			36,680			27,425			71,794			68,020
Depreciation and amortization		62,543			67,760			191,380			196,795			66,920			63,581			135,080			128,837
Impairment of long-lived assets		24,595			27,304			41,214			45,382			—			—			—			16,619
Restructuring costs		524			—			20,062			—			(740	)		19,538			(948	)		19,538
Loss on disposal of assets and other		(13,327	)		2,453			(10,997	)		8,057			2,358			425			6,863			2,330
Total cost of operations		245,545			762,697			1,054,330			2,220,397			379,457			222,673			662,512			808,785

Operating income (loss)		(210,067	)		59,120			(466,262	)		273,899

Operating loss														(84,805	)		(213,699	)		(253,499	)		(256,195	)
Other income (expense)
Interest expense		(32,235	)		(24,967	)		(87,942	)		(75,037	)		(31,058	)		(31,041	)		(61,578	)		(55,707	)
Interest income		1,322			3,897			4,208			10,042			3,809			803			4,429			2,886
Loss on extinguishment of debt														(3,924	)		—			(6,527	)		—
Foreign currency exchange gain (loss)		(2,251	)		(4,406	)		(6,183	)		(4,785	)		2,327			916			(647	)		(3,932	)
Distributions from NCM		1,061			2,474			6,975			9,168			—			690			77			5,914
Interest expense - NCM		(5,901	)		(4,666	)		(17,726	)		(14,180	)		(5,962	)		(5,934	)		(11,797	)		(11,825	)
Equity in income (loss) of affiliates		(16,077	)		15,139			(27,711	)		33,982
Equity in loss of affiliates														(8,109	)		(20,120	)		(14,915	)		(11,634	)
Total other expense		(54,081	)		(12,529	)		(128,379	)		(40,810	)		(42,917	)		(54,686	)		(90,958	)		(74,298	)

Income (loss) before income taxes		(264,148	)		46,591			(594,641	)		233,089
Loss before income taxes														(127,722	)		(268,385	)		(344,457	)		(330,493	)
Income taxes		(119,273	)		14,193			(220,287	)		64,615			9,337			(98,007	)		(3,888	)		(101,014	)
Net income (loss)	$	(144,875	)	$	32,398		$	(374,354	)	$	168,474
Net loss													$	(137,059	)	$	(170,378	)	$	(340,569	)	$	(229,479	)
Less: Net income (loss) attributable to noncontrolling interests		(444	)		602			(702	)		1,957			186			(427	)		(416	)		(258	)
Net income (loss) attributable to Cinemark USA, Inc.	$	(144,431	)	$	31,796		$	(373,652	)	$	166,517
Net loss attributable to Cinemark USA, Inc.													$	(137,245	)	$	(169,951	)	$	(340,153	)	$	(229,221	)

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

Three Months Ended September 30,

Nine Months Ended September 30,

2020

2019

2020

2019

Net income (loss)

$
(144,875
)

$
32,398

$
(374,354
)

$
168,474

Other comprehensive income (loss), net of tax

Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $5,677, $417, $3,696 and $3,391, net of settlements

6,528

(1,291
)

(16,794
)

(10,504
)
Other comprehensive loss in equity method investments

0

(49
)

0

(142
)
Foreign currency translation adjustments

(1,503
)

(25,408
)

(62,830
)

(19,728
)
Total other comprehensive loss, net of tax

5,025

(26,748
)

(79,624
)

(30,374
)
Total comprehensive income (loss), net of tax

(139,850
)

5,650

(453,978
)

138,100

Comprehensive (income) loss attributable to noncontrolling interests

444

(602
)

702

(1,957
)
Comprehensive income (loss) attributable to Cinemark USA, Inc.

$
(139,406
)

$
5,048

$
(453,276
)

$
136,143

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(137,059	)	$	(170,378	)	$	(340,569	)	$	(229,479	)
Other comprehensive income (loss), net of tax
Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $603, $275, $2,847 and $1,954, net of settlements		746			849			6,450			(23,322	)
Foreign currency translation adjustments		8,259			(3,702	)		(1,206	)		(61,327	)
Total other comprehensive income (loss), net of tax		9,005			(2,853	)		5,244			(84,649	)
Total comprehensive loss, net of tax		(128,054	)		(173,231	)		(335,325	)		(314,128	)
Comprehensive (income) loss attributable to noncontrolling interests		(186	)		427			416			258
Comprehensive loss attributable to Cinemark USA, Inc.	$	(128,240	)	$	(172,804	)	$	(334,909	)	$	(313,870	)

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

	Nine Months Ended September 30,						Six Months Ended June 30,
	2020			2019			2021			2020
Operating activities
Net income (loss)	$	(374,354	)	$	168,474
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Net loss							$	(340,569	)	$	(229,479	)
Adjustments to reconcile net loss to cash used for operating activities:
Depreciation		187,748			193,032			133,733			126,387
Amortization of intangible and other assets		3,632			3,763			1,347			2,450
Amortization of debt issue costs		4,638			3,983			3,556			2,917
Interest accrued on NCM screen advertising advances								11,797			11,825
Amortization of NCM screen advertising advances and other deferred revenues		(23,647	)		(12,203	)		(16,094	)		(15,795	)
Amortization of accumulated losses for amended swap agreements		5,338			—			2,247			2,669
Interest accrued on NCM screen advertising advances		17,726			—
Impairment of long-lived assets		41,214			45,382			—			16,619
Share based awards compensation expense		12,172			9,799			10,116			7,974
(Gain) loss on disposal of assets and other		(10,997	)		8,057
Loss on disposal of assets and other								6,863			2,330
Loss on extinguishment of debt								6,527			—
Non-cash rent expense		1,649			(3,252	)		(679	)		833
Equity in (income) loss of affiliates		27,711			(33,982	)
Equity in loss of affiliates								14,915			11,634
Deferred income tax expenses		(29,941	)		(5,314	)		(13,597	)		3,380
Distributions from equity investees		25,430			28,163			156			23,284
Changes in assets and liabilities and other		(60,727	)		(9,392	)		158,278			(121,174	)
Net cash provided by (used for) operating activities		(172,408	)		396,510
Net cash used for operating activities								(21,404	)		(154,146	)

Investing activities
Additions to theatre properties and equipment		(67,618	)		(186,512	)		(32,819	)		(46,959	)
Acquisition of U.S. theatres, net of cash acquired		—			(10,170	)
Proceeds from sale of theatre properties and equipment and other		212			377			1,995			198
Investment in joint ventures and other, net		(50	)		—			—			(50	)
Net cash used for investing activities		(67,456	)		(196,305	)		(30,824	)		(46,811	)

Financing activities
Contributions received from parent								120,000			—
Dividends paid to parent		(42,000	)		(118,825	)		—			(42,000	)
Payroll taxes paid as a result of stock withholdings		(2,865	)		(2,247	)		(12	)		(2,798	)
Proceeds from revolving line of credit								—			98,800
Proceeds from issuance of senior notes								1,170,000			250,000
Proceeds from other borrowings		257,167			—			9,012			6,136
Redemption of senior notes								(1,155,000	)		—
Repayments of long-term debt		(4,947	)		(4,947	)		(4,204	)		(3,298	)
Payment of debt issue costs		(7,859	)		—			(17,272	)		(7,858	)
Fees paid related to debt refinancing								(2,058	)		—
Payments on finance leases		(11,497	)		(10,830	)		(7,373	)		(7,620	)
Other		(392	)		(1,588	)		—			(392	)
Net cash provided by (used for) financing activities		187,607			(138,437	)		113,093			290,970

Effect of exchange rate changes on cash and cash equivalents		(5,002	)		(5,296	)		(306	)		(6,536	)

Increase in cash and cash equivalents		(57,259	)		56,472
Increase (decrease) in cash and cash equivalents								60,559			83,477

Cash and cash equivalents:
Beginning of period		488,215			426,216			260,538			488,215
End of period	$	430,956		$	482,688		$	321,097		$	571,692

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

Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc., and its subsidiaries operate in the motion picture exhibition industry, with theatres in the United States (“U.S.”), Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay.

The accompanying condensed consolidated balance sheet as of December 31, ~~2019,~~2020, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. Majority-owned subsidiaries of which the Company has control are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the condensed consolidated financial statements effective with their formation or from their dates of acquisition. Intercompany balances and transactions are eliminated in consolidation.

These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, ~~2019,~~2020, included in the Annual Report on Form 10-K filed ~~February 21, 2020~~March 3, 2021 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 are not necessarily indicative of the results to be achieved for the full year.

~~The outbreak of~~As the Company has previously disclosed, the COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects ~~are widespread, and the situation continues to evolve.~~have been widespread. As a movie exhibitor that operates spaces where patrons gather in close proximity, the Company ~~has been, and~~ continues to be significantly impacted by ~~protective actions taken by governmental authorities to control the spread of~~ the pandemic. To comply with government mandates at the initial outbreak of the COVID-19 pandemic, the Company temporarily closed all of its theatres in the U.S. and Latin America ~~effective March 17, 2020 and March 18, 2020, respectively.In conjunction with the temporary closure of its theatres~~ in March of 2020, ~~the Company~~ 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 its theatres reopened. In addition, the Company suspended its quarterly dividend.

As of ~~September~~June 30, ~~2020,~~2021, the Company had reopened ~~252~~all 323 of its domestic theatres and 15152 of its 198 international ~~theatres showing limited volume of~~theatres. During the three months ended June 30, 2021, the Company showed many new releases along with some library ~~content during~~content. Theatre staffing levels remain reduced as compared to pre-COVID levels due to reduced operating ~~hours. While some staffing has been brought back~~hours in certain locations and the Company’s focus on initiatives to ~~pre-COVID-19 levels given the theatre reopenings, the~~enhance productivity. The Company also continues to ~~maintain a temporary reduction in staffing while limiting~~limit capital expenditures to essential activities and projects. The Company ~~also continues~~continued to work with landlords and other vendors ~~on extended or modified contractual~~during the six months ended June 30, 2021 to extend payment terms ~~while evaluating~~as it reopened theatres and continues to recover from the ~~status~~impacts of the COVID-19 ~~pandemic and local government regulations in assessing its plans to reopen its remaining theatres.~~pandemic.

~~The Company’s focus on maintaining a healthy balance sheet and low leverage allowed it to enter the global COVID-19 crisis in a strong financial position.~~ Based on the Company’s current ~~level~~estimates of ~~operations,~~recovery, it believes ~~that~~ it has, and will generate, sufficient cash to sustain ~~operations until late 2021, which would extend into 2022 when considering the additional income tax benefits discussed below.~~operations. Nonetheless, the COVID-19 pandemic has had, and ~~may continue~~continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial ~~condition, access to credit markets and ability to service existing and future indebtedness, some of which may be significant.~~condition.

~~The Company has implemented health and safety protocols in its theatres as a result of the pandemic for the safety of its employees and guests including, but not limited to, the following:~~

With these comprehensive health and safety protocols in place, we believe we can more safely operate theaters while prioritizing the health of employees, guests and communities. The Company will continue to evolve these protocols based on changes to recommendations by local authorities throughout the region, as well as based on the Company’s experience as it reopens theatres domestically and throughout Latin America.

~~In addition to the Company’s initial actions in response to the COVID-19 pandemic discussed above, during~~During June 2020, Company management approved and announced a restructuring plan to realign its operations ~~creating~~to create a more efficient cost structure (referred to herein as the ~~“2020 Restructuring~~“Restructuring Plan”). The ~~2020~~ Restructuring Plan primarily ~~includes~~included a permanent headcount reduction at its domestic corporate office and the permanent closure of 14certain domestic and 7 international theatres. ~~The Company recorded $524 and $20,062 in restructuring costs on the condensed consolidated statement of income for the three and nine months ended September 30, 2020, respectively.~~ The following table summarizes activity recorded during the ~~costs of the 2020 Restructuring Plan, payments made, noncash write-offs and the remaining liability at September~~three months ended June 30, ~~2020:~~2021:

U.S. Operating Segment

International Operating Segment

Consolidated

Employee-related Costs

Facility Closure Costs

Total Charges

Employee-related Costs

Facility Closure Costs

Total Charges

Employee-related Costs

Facility Closure Costs

Total Charges

Restructuring charges during the three months ended June 30, 2020

$
8,955

$
7,589

$
16,544

$
163

$
2,831

$
2,994

$
9,118

$
10,420

$
19,538

Amounts paid

(90
)

(482
)

(572
)

—

(42
)

(42
)

(90
)

(524
)

(614
)
Noncash write-offs

—

88

88

—

(2,374
)

(2,374
)

—

(2,286
)

(2,286
)
Reserve balance at June 30, 2020

$
8,865

$
7,195

$
16,060

$
163

$
415

$
578

$
9,028

$
7,610

$
16,638

Restructuring charges during the three months ended September 30, 2020 ⁽¹⁾

—

154

154

17

353

370

17

507

524

Amounts paid

(6,521
)

(436
)

(6,957
)

(180
)

(313
)

(493
)

(6,701
)

(749
)

(7,450
)
Noncash write-offs

—

47

47

—

(129
)

(129
)

—

(82
)

(82
)
Reserve balance at September 30, 2020

$
2,344

$
6,960

$
9,304

$
—

$
326

$
326

$
2,344

$
7,286

$
9,630

	U.S. Operating Segment									International Operating Segment						Consolidated
	Employee-related Costs			Facility Closure Costs			Total Charges			Employee-related Costs		Facility Closure Costs		Total Charges		Employee-related Costs			Facility Closure Costs			Total Charges
Balance at December 31, 2020	$	840		$	5,740		$	6,580		$	—	$	161	$	161	$	840		$	5,901		$	6,741
Amounts paid		(350	)		—			(350	)		—		—		—		(350	)		—			(350	)
Reserve adjustments		—			(208	)		(208	)		—		—		—		—			(208	)		(208	)
Balance at March 31, 2021	$	490		$	5,532		$	6,022		$	—	$	161	$	161	$	490		$	5,693		$	6,183
Amounts paid		—			(200	)		(200	)		—		—		—		—			(200	)		(200	)
Reserve adjustments		(60	)		(680	)		(740	)		—		—		—		(60	)		(680	)		(740	)
Balance at June 30, 2021	$	430		$	4,652		$	5,082		$	—	$	161	$	161	$	430		$	4,813		$	5,243

The ~~unpaid and~~remaining accrued restructuring costs of ~~$9,630~~$5,243 are reflected in accounts payable and accrued expenses on the condensed consolidated balance sheet as of ~~September~~June 30, ~~2020.~~

The Company has elected to take advantage of certain tax-related benefits available under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) signed into U.S. federal law on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss (“NOL”) utilization and carryback periods, modifications to the net interest deduction limitations and a technical correction to the

2021.2017 Tax Cuts and Jobs Act, which makes certain qualified improvement property eligible for bonus depreciation. Per the provisions of the CARES Act, the Company has deferred payment of certain employer payroll taxes for 2020 and has recorded payroll tax credits for expenses related to paying wages and health benefits to employees who were not working as a result of closures and reduced receipts associated with COVID-19.

An income tax benefit of $(119,273) was recorded for the third quarter of 2020 compared to income tax expense of $14,193 for the third quarter of 2019 on book (loss)/income of $(264,148) and $46,591, respectively. The effective tax rate was approximately 45.2% for the third quarter of 2020 compared to 30.5% for the third quarter of 2019. The Company’s 2020 effective tax rate was positively impacted by provisions in the CARES Act that allow for net operating losses originating in 2018, 2019 or 2020 to be carried back to earlier tax years, many of which had a 35% corporate tax rate. As a result of the pandemic, Cinemark has incurred significant U.S. losses, which the Company is carrying back to prior years. The Company recorded an income tax benefit of $(220,287) for the nine months ended September 30, 2020 with regard to U.S. operating losses, tax losses with respect to investments in foreign subsidiaries and a write down of certain intercompany receivables associated with the Company’s foreign subsidiaries. The Company has recorded an income tax receivable of $84,105 as of September 30, 2020 and received cash tax refunds of $115,769 during the nine months ended September 30, 2020.

If the Company receives certain government disaster relief assistance, it may be subject to certain requirements imposed by the government on the recipients of the aid including restrictions on executive officer compensation, share buybacks, dividends, prepayment of debt, incurrence of additional indebtedness and other similar restrictions until the aid is repaid or redeemed in full. However, the Company cannot predict the manner in which such benefits will be allocated or administered and cannot predict whether it will be able to access such benefits in a timely manner or at all.

~~ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the~~ Accounting ~~for Income Taxes~~,Standards Update (“~~ASU 2019-12”~~ASU”). The purpose of ASU 2019-12 is to simplify the accounting for income taxes. The improvements in ASU 2019-12 include removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within that year. The amendments in ASU 2019-12 should be applied prospectively. The Company is evaluating the impact of ASU 2019-12 and does not expect ASU-2019-12 to have a significant impact on the condensed consolidated financial statements.

~~ASU~~ 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (“ASU 2020-04”)and ASU 2021-01, Reference Rate Reform (Topic 848): Scope, (“ASU 2021-01”). The purpose of ASU 2020-04 is to provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. More specifically, the amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in ASU 2020-04 and ASU 2021-01 are effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of ASU 2020-04 and ~~its~~ASU 2021-01 and their impact ~~on the condensed consolidated financial statements.~~

~~ASU 2020-06,~~ ~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~ (“ASU 2020-06”). In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the 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 in 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 will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was 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 treasury stock method will be 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. The Company is currently evaluating the impact of ASU 2020-06 on its condensed consolidated financial statements.

Upon the temporary closure of theatres in March 2020, the Company initiated discussions with landlords to negotiate the deferral of rent and other lease-related payments ~~while theatres remained closed. These discussions and negotiations have remained ongoing as the Company continues to be impacted by the COVID-19 pandemic.~~with certain of its landlords. The amendments signed with the landlords involve varying concessions, including the abatement of rent payments during closure, deferral of all or a portion of rent payments to later periods and deferrals of rent payments to later periods combined with an early exercise of an existing renewal option or extension of the lease term. In some cases, the Company is entitled to rent-free periods while theatres remain closed in certain locations due to local regulations. Total payments deferred as of ~~September~~June 30, ~~2020~~2021 were ~~approximately $62,559 and are~~$56,022, of which $45,573 is included in accounts payable and accrued expenses and $10,449 is included in other long-term liabilities in the condensed consolidated balance sheet.

In April 2020, the FASB staff released guidance indicating that in response to the COVID-19 crisis, an entity would not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in Topic 842 to those contracts. The election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract.

The Company elected to not remeasure the related lease liabilities and right-of-use assets for those leases where the concessions and deferrals did not result in a significant change in total payments under the lease and where the remaining lease term did not change as a result of the negotiation. For those leases that were renewed or extended as a result of the negotiation to defer rent payments, the Company recalculated the related lease liability and right-of-use asset based on the new terms. ~~During the three~~

In thousands, except share and ~~nine months ended September 30, 2020, the Company did not recognize a material amount of negative lease expense related to rent abatement concessions.~~per share data

The following table represents the Company’s aggregate lease costs, by lease classification, for the periods presented.

		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30				September 30					June 30				June 30
Lease Cost	Classification	2020		2019		2020		2019		Classification	2021		2020		2021		2020
Operating lease costs
Equipment ⁽¹⁾	Utilities and other	$	823	$	1,569	$	2,495	$	5,173	Utilities and other	$	423	$	131	$	868	$	1,672
Real Estate ⁽²⁾⁽³⁾	Facility lease expense		65,970		88,149		211,088		262,783	Facility lease expense		67,679		63,460		131,438		145,118
Total operating lease costs		$	66,793	$	89,718	$	213,583	$	267,956		$	68,102	$	63,591	$	132,306	$	146,790

Finance lease costs
Amortization of leased assets	Depreciation and amortization	$	3,665	$	3,703	$	11,052	$	11,182	Depreciation and amortization	$	3,141	$	3,680	$	6,391	$	7,387
Interest on lease liabilities	Interest expense		1,725		1,922		5,333		5,927	Interest expense		1,491		1,757		3,061		3,608
Total finance lease costs		$	5,390	$	5,625	$	16,385	$	17,109		$	4,632	$	5,437	$	9,452	$	10,995

The following table represents the minimum cash lease payments ~~included in the measurement~~recorded as lease expense, interest expense and a reduction of lease liabilities, ~~and~~as well as the non-cash addition of lease assets for the periods indicated.

	Nine Months Ended				Six Months Ended
	September 30,				June 30,
Other Information	2020		2019		2021		2020
Contractual cash payments included in the measurement of lease liabilities⁽¹⁾
Cash outflows for operating leases	$	205,276	$ 211,940		$	133,621	$	138,025
Cash outflows for finance leases - operating activities	$	5,304	$	5,756	$	3,056	$	3,579
Cash outflows for finance leases - financing activities	$	11,497	$ 10,830		$	7,373	$	7,620
Non-cash amount of leased assets obtained in exchange for:
Operating lease liabilities - real estate	$	84,209	$	53,526
Operating lease liabilities - equipment	$	32	$	668
Operating lease liabilities					$	55,227	$	60,844
Finance lease liabilities	$	—	$	—	$	—	$	—

As of ~~September~~June 30, ~~2020,~~2021, the Company had signed lease agreements with total ~~noncancelable~~contractual minimum lease payments of approximately ~~$220,417~~$158,149 related to theatre leases that had not yet commenced. The timing of lease commencement is dependent on the completion of construction of the related theatre facility. Additionally, these amounts are based on estimated square footage and costs to construct each facility and may be subject to adjustment upon final completion of each construction project. In accordance with ASC Topic 842, fixed minimum lease payments related to these ~~theatres~~theatre leases which have not yet commenced are ~~not included in~~excluded from the right-of-use assets and lease liabilities as of ~~September~~June 30, ~~2020. There were 0 noncancelable lease agreements signed, but not yet commenced, related to equipment leases as of September 30, 2020.~~ 2021.

The Company’s patrons have the option to purchase movie tickets well in advance of a movie showtime or right before the movie showtime, or at any point in between those two timeframes depending on seat availability. The Company recognizes such admissions revenues when the showtime for a purchased movie ticket has passed. Concession revenues are recognized when products are sold to the consumer. Other revenues primarily consist of screen advertising and screen rental revenues, promotional income, studio trailer placements and transactional fees. The Company sells gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred revenues. Deferred revenues for gift cards and discount ticket vouchers are recognized when they are redeemed for concession items or, if redeemed for movie tickets, when the showtime has passed. The Company offers a subscription program in the U.S. whereby patrons can pay a monthly fee to receive a monthly credit for use towards a future movie ticket purchase. The Company records the monthly subscription program fees as deferred revenues and records admissions revenues when the showtime for a movie ticket purchased with a credit has passed. The Company has loyalty programs in the U.S. and many of its international locations that either have a prepaid annual membership fee or award points to customers as purchases are made. For those loyalty programs that have an annual membership fee, the Company recognizes the fee collected as other revenues on a straight-line basis over the term of the membership. For those loyalty programs that award points to customers based on their purchases, the Company records a portion of the original transaction proceeds as deferred revenues based on the number of reward points issued to customers and recognizes the deferred revenues when the customer redeems such points. The value of loyalty points issued is based on the estimated fair value of the rewards offered. The Company generally records breakage revenue on gift cards and discount ticket vouchers ~~generally~~ based on redemption activity and historical experience with unused balances. The Company also records breakage revenue generally upon the expiration of loyalty points and subscription credits. Advances collected on concession and other contracts are deferred and recognized during the period in which the Company satisfies the related performance obligations, which may differ from the period in which the advances are collected. ~~These advances are recognized on either a straight-line basis over the term of the contracts or as the Company meets its performance obligations in accordance with the terms of the contracts.~~

Accounts receivable as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 included approximately ~~$6,162~~$12,338 and ~~$31,620~~$6,232 of receivables, respectively, related to contracts with customers. The Company did 0t record any assets related to the costs to obtain or fulfill a contract with customers during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 or ~~September~~June 30, ~~2019.~~2020.

The following tables present revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, disaggregated based on major type of good or service and by reportable operating segment and disaggregated based on timing of revenue recognition.

Three Months Ended

Nine Months Ended

September 30, 2020

September 30, 2020

U.S.

International

U.S.

International

Operating

Operating

Operating

Operating

Major Goods/Services
Segment ⁽¹⁾

Segment

Consolidated

Segment ⁽¹⁾

Segment

Consolidated

Admissions revenues
$
14,794

$
107

$
14,901

$
247,157

$
60,243

$
307,400

Concession revenues

8,861

255

9,116

161,674

37,922

199,596

Screen advertising, screen rental and promotional revenues ⁽²⁾

9,227

513

9,740

35,319

13,437

48,756

Other revenues

1,527

194

1,721

25,857

6,459

32,316

Total revenues
$
34,409

$
1,069

$
35,478

$
470,007

$
118,061

$
588,068

	Three Months Ended						Six Months Ended
	June 30, 2021						June 30, 2021
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
Timing of Recognition	Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated
Goods and services transferred at a point in time	$	249,427	$	23,901	$	273,328	$	329,961	$	38,213	$	368,174
Goods and services transferred over time⁽²⁾		19,834		1,490		21,324		36,389		4,450		40,839
Total	$	269,261	$	25,391	$	294,652	$	366,350	$	42,663	$	409,013

Three Months Ended

Nine Months Ended

September 30, 2019

September 30, 2019

U.S.

International

U.S.

International

Operating

Operating

Operating

Operating

Major Goods/Services
Segment ⁽¹⁾

Segment

Consolidated

Segment ⁽¹⁾

Segment

Consolidated

Admissions revenues
$
351,122

$
103,307

$
454,429

$
1,066,884

$
304,157

$
1,371,041

Concession revenues

230,415

59,062

289,477

704,727

181,356

886,083

Screen advertising, screen rental and promotional revenues

21,114

16,448

37,562

63,996

49,587

113,583

Other revenues

30,394

9,955

40,349

95,180

28,409

123,589

Total revenues
$
633,045

$
188,772

$
821,817

$
1,930,787

$
563,509

$
2,494,296

	Three Months Ended						Six Months Ended
	June 30, 2020						June 30, 2020
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
Timing of Recognition	Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated
Goods and services transferred at a point in time	$	89	$	77	$	166	$	401,531	$	101,329	$	502,860
Goods and services transferred over time ⁽²⁾		8,066		742		8,808		34,067		15,663		49,730
Total	$	8,155	$	819	$	8,974	$	435,598	$	116,992	$	552,590

The following table presents changes in the Company’s NCM screen advertising advances and deferred revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

	NCM screen advertising advances⁽¹⁾			Other Deferred Revenues ⁽²⁾			Total			NCM screen advertising advances⁽¹⁾			Other Deferred Revenues ⁽²⁾
Balance at January 1, 2020	$	348,354		$	138,426		$	486,780
Balance at January 1, 2021										$	344,255		$	138,830
Amounts recognized as accounts receivable		—			2,788			2,788			—			2,993
Cash received from customers in advance		—			45,933			45,933			—			21,964
Common units received from NCM (see Note 9)		3,620			—			3,620
Common units received from NCM (see Note 8)											10,237			—
Interest accrued related to significant financing component		17,726			—			17,726			11,797			—
Revenue recognized during period		(23,463	)		(44,714	)		(68,177	)		(15,927	)		(29,661	)
Foreign currency translation adjustments		—			(2,022	)		(2,022	)		—			(56	)
Balance at September 30, 2020	$	346,237		$	140,411		$	486,648
Balance at June 30, 2021										$	350,362		$	134,070

The table below summarizes the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of ~~September~~June 30, ~~2020~~2021 and when the Company expects to recognize this revenue.

	Twelve Months Ended September 30,														Twelve Months Ended June 30,
Remaining Performance Obligations	2021		2022		2023		2024		2025		Thereafter		Total		2022		2023		2024		2025		2026		Thereafter		Total
Other Deferred revenue	$	125,429	$	14,936	$	46	$	—	$	—	$	—	$	140,411
Other deferred revenues															$	120,589	$	13,481	$	—	$	—	$	—	$	—	$	134,070

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”). ~~On March 25, 2020, the Company borrowed $98,800 under the revolving credit line of the Credit Agreement, which was repaid on September 30, 2020.~~

As of ~~September~~June 30, ~~2020,~~2021, there was ~~$641,381~~$636,434 outstanding under the term loan and 0 borrowings were outstanding under the revolving credit line. As of ~~September~~June 30, ~~2020, approximately~~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. ~~The~~As a result of the June 15, 2021 amendment to the Credit Agreement discussed below, the revolving credit line matures on November 28, ~~2022.~~

2024. The average interest rate applicable to outstanding term loan borrowings under the Credit Agreement at ~~September~~June 30, ~~2020~~2021 was approximately ~~3.4 %~~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 ~~which applies when amounts are outstanding under the revolving line of credit,~~ 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)(i) modifies the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, ~~ii)~~(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 Cinemark Holdings, Inc.’s 4.50% ~~Convertible~~convertible senior notes.

On June 15, 2021, in conjunction with the issuance of the 5.25% Senior Notes ~~by our parent company, Cinemark Holdings, Inc. that occurred~~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. The Company incurred debt issue costs of approximately $500 in connection with the extension of the revolving credit line, which are recorded as a reduction of long-term debt on ~~August 21, 2020.~~the consolidated balance sheet. An additional $83 of related costs were expensed during the three and six months ended June 30, 2021.

On ~~April 20, 2020,~~March 16, 2021, Cinemark USA, Inc. issued ~~$250,000 8.750%~~$405,000 aggregate principal amount of 5.875% senior ~~secured~~ notes due 2026, at par value (the ~~“8.750% Secured~~“5.875% Senior Notes”). ~~The 8.750% Secured~~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 ~~will mature on May 1, 2025; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount~~(the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that ~~shall not have been purchased, repurchased, redeemed, defeased or otherwise~~

~~acquired, retired, cancelled or discharged exceeds $50,000,~~remained outstanding after the ~~8.750% Secured Notes will mature on September 14, 2022 and (ii) on February 27, 2023, the aggregate outstanding principal amount~~tender offer. See further discussion of the 4.875% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50,000, the 8.750% Secured Notes will mature on February 28, 2023.tender offer below. Interest on the ~~8.750% Secured~~5.875% Senior Notes ~~will be~~is payable on ~~May 1~~March 15 and ~~November 1~~September 15 of each year, beginning September 15, 2021. The 5.875% Senior Notes mature on ~~November 1, 2020.~~ 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 ~~8.750% Secured~~5.875% Senior Notes ~~will be~~are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of ~~the Company’s~~Cinemark USA, Inc.’s subsidiaries that guarantee, assume or ~~in any other manner~~ become liable with respect to any of ~~the Company’s~~Cinemark USA, Inc.’s or ~~its guarantors’ other~~a guarantor’s 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.

The ~~8.750% Secured~~5.875% Senior Notes and the guarantees ~~will be the Company’s~~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 ~~obligations~~subordinated debt. The 5.875% Senior Notes and ~~they will:~~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 ~~8.750% Secured~~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, ~~governing~~ the ~~8.750% Secured Notes, Cinemark USA, Inc.~~Company would be required to make an offer to repurchase the ~~8.750% Secured~~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 ~~8.750% Secured~~5.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if ~~it satisfies a~~we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

~~Additional Borrowings~~Prior to March 15, 2023, Cinemark USA, Inc. may redeem all or any part of ~~International Subsidiaries~~

~~During May 2020,~~ the ~~Company’s subsidiary in Peru borrowed~~5.875% Senior Notes at its option at 100% of the ~~USD equivalent of approximately $2,811 under~~principal amount plus a ~~loan that bears interest at approximately 1%. Principal payments are due monthly beginning in July 2021 through June 2023. Accrued~~make-whole premium plus accrued and unpaid interest ~~is to be paid when principal payments are due. The Company is subject to certain customary negative covenants under the loan.~~

During May, June and September 2020, the Company’s subsidiary in Colombia borrowed the USD equivalent of approximately $4,357 under three variable rate loans. Aggregate principal payments are due monthly beginning in December 2020 through September 2025. Accrued and unpaid interest is to be paid when principal payments are due. The variable interest rates on the ~~loans ranged from approximately 7.0%~~5.875% Senior Notes to ~~9.0% as~~the date of ~~September 30, 2020. The Company is subject~~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 ~~certain customary negative covenants and ratio covenants under the loans.~~

~~Effective~~ March ~~31, 2020, the Company amended and extended its 3 existing interest rate swap agreements and entered into a fourth interest rate swap agreement, all of which are used~~15, 2023, Cinemark USA, Inc. may redeem up to ~~hedge a portion~~40% of the ~~interest rate risk associated with the variable interest rates on the Company’s term loan debt and qualify for cash flow hedge accounting. Below is a summary~~aggregate principal amount of the ~~Company’s interest rate swap agreements designated as cash flow hedges as~~5.875% Senior Notes from the net proceeds of ~~September 30, 2020:~~certain equity offerings at the redemption price set forth in the indenture.

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 six months ended June 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.

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 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.

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.

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 six months ended June 30, 2021, certain of the Company’s international subsidiaries borrowed an aggregate of $9,012 under various local bank loans. Below is a summary of these loans:

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 six months ended June 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 June 30, 2021.

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

Upon amending the interest rate swap agreements effective March 31,2020, the Company 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 ~~$2,669~~$1,124 and ~~$5,338~~$2,248 was recorded in ~~amortization of accumulated losses for amended swaps~~interest expense in the condensed consolidated income statement for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~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.

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”). The carrying value of the Company’s long-term debt, ~~was $2,052,276 and $1,801,327 as of September 30, 2020 and December 31, 2019, respectively,~~ excluding unamortized debt discounts and debt issue ~~costs.~~costs, was $2,087,815 and $2,067,900 as of June 30, 2021 and December 31, 2020, respectively. The fair value of the Company’s long-term debt was ~~$1,839,691~~$2,127,341 and ~~$1,826,503~~$1,978,322 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

Below is a summary of changes in stockholders’ equity attributable to Cinemark USA, Inc., noncontrolling interests and total equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

	Class A Common Stock		Class B Common Stock		Treasury Stock			Additional Paid-In-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Cinemark USA, Inc. Stockholder's Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2021	$	—	$	49,543	$	(24,233	)	$	1,310,625	$	(163,284	)	$	(398,653	)	$	773,998		$	10,996		$	784,994
Share based awards compensation expense		—		—		—			4,436		—			—			4,436			—			4,436
Contributions from parent		—		—		—			120,000					—			120,000			—			120,000
Net loss		—		—		—			—		(202,908	)		—			(202,908	)		(602	)		(203,510	)
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		—		49,543		(24,233	)		1,435,061		(366,192	)		(401,290	)		692,889			10,394			703,283
Share based awards compensation expense		—		—		—			5,680		—			—			5,680			—			5,680
Net loss		—		—		—			—		(137,245	)		—			(137,245	)		186			(137,059	)
Unrealized loss 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	$	—	$	49,543	$	(24,233	)	$	1,440,741	$	(503,437	)	$	(391,162	)	$	571,452		$	10,580		$	582,032

	Class A Common Stock		Class B Common Stock		Treasury Stock			Additional Paid-In-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Cinemark USA, Inc. Stockholder's Equity			Noncontrolling Interests			Total Equity			Class A Common Stock		Class B Common Stock		Treasury Stock			Additional Paid-In-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Cinemark USA, Inc. Stockholder's Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2020	$	—	$	49,543	$	(24,233	)	$	1,291,618	$	484,883		$	(340,112	)	$	1,461,699		$	12,508		$	1,474,207		$	—	$	49,543	$	(24,233	)	$	1,291,618	$	484,883		$	(340,112	)	$	1,461,699		$	12,508		$	1,474,207
Share based awards compensation expense		—		—		—			3,882		—			—			3,882			—			3,882			—		—		—			3,882		—			—			3,882			—			3,882
Dividends paid to parent		—		—		—			—		(42,000	)		—			(42,000	)		—			(42,000	)		—		—		—			—		(42,000	)		—			(42,000	)		—			(42,000	)
Dividends paid to noncontrolling interests		—		—		—			—		—			—			—			(392	)		(392	)		—		—		—			—		—			—			—			(392	)		(392	)
Net income (loss)		—		—		—			—		(59,270	)		—			(59,270	)		169			(59,101	)
Net loss																										—		—		—			—		(59,270	)		—			(59,270	)		169			(59,101	)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—		—			—		—			(24,171	)		(24,171	)					(24,171	)		—		—		—			—		—			(24,171	)		(24,171	)		—			(24,171	)
Foreign currency translation adjustments		—		—		—			—		—			(57,625	)		(57,625	)		—			(57,625	)		—		—		—			—		—			(57,625	)		(57,625	)		—			(57,625	)
Balance at March 31, 2020	$	—	$	49,543	$	(24,233	)	$	1,295,500	$	383,613		$	(421,908	)	$	1,282,515		$	12,285		$	1,294,800			—		49,543		(24,233	)		1,295,500		383,613			(421,908	)		1,282,515			12,285			1,294,800
Share based awards compensation expense		—		—		—			4,092		—			—			4,092			—			4,092			—		—		—			4,092		—			—			4,092			—			4,092
Net loss		—		—		—			—		(169,951	)		—			(169,951	)		(427	)		(170,378	)		—		—		—			—		(169,951	)		—			(169,951	)		(427	)		(170,378	)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—		—			—		—			849			849			—			849
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			—		—		—			—		—			2,669			2,669			—			2,669
Foreign currency translation adjustments		—		—		—			—		—			(3,702	)		(3,702	)		—			(3,702	)		—		—		—			—		—			(3,702	)		(3,702	)		—			(3,702	)
Balance at June 30, 2020	$	—	$	49,543	$	(24,233	)	$	1,299,593	$	213,662		$	(422,092	)	$	1,116,473		$	11,859		$	1,128,332		$	—	$	49,543	$	(24,233	)	$	1,299,593	$	213,662		$	(422,092	)	$	1,116,473		$	11,859		$	1,128,332
Share based awards compensation expense		—		—		—			4,198		—			—			4,198			—			4,198
Net loss		—		—		—			—		(144,431	)		—			(144,431	)		(444	)		(144,875	)
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	$	—	$	49,543	$	(24,233	)	$	1,303,791	$	69,231		$	(414,398	)	$	983,934		$	11,415		$	995,349

Class A Common Stock

Class B Common Stock

Treasury Stock

Additional Paid-In-Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Cinemark USA, Inc. Stockholder's Equity

Noncontrolling Interests

Total Equity

Balance at January 1, 2019

$
—

$
49,543

$
(24,233
)
$
1,277,921

$
480,580

$
(319,007
)
$
1,464,804

$
12,379

$
1,477,183

Cumulative effect of change in accounting principle, net of taxes of $6,054

—

—

—

—

16,985

—

16,985

—

16,985

Share based awards compensation expense

—

—

—

2,743

—

—

2,743

—

2,743

Dividends paid to parent

—

—

—

—

(39,575
)

—

(39,575
)

—

(39,575
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

—

(1,000
)

(1,000
)
Net income

—

—

—

—

33,177

—

33,177

465

33,642

Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements

—

—

—

—

—

(3,311
)

(3,311
)

—

(3,311
)
Other comprehensive loss in equity method investees

—

—

—

—

—

(71
)

(71
)

—

(71
)
Foreign currency translation adjustments

—

—

—

—

—

755

755

—

755

Balance at March 31, 2019

$
—

$
49,543

$
(24,233
)
$
1,280,664

$
491,167

$
(321,634
)
$
1,475,507

$
11,844

$
1,487,351

Share based awards compensation expense

—

—

—

3,447

—

—

3,447

—

3,447

Dividends paid to parent

—

—

—

—

(39,600
)

—

(39,600
)

—

(39,600
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

—

(294
)

(294
)
Net income

—

—

—

—

101,544

—

101,544

890

102,434

Other comprehensive loss in equity method investees

—

—

—

—

(22
)

(22
)

—

(22
)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements

—

—

—

—

—

(5,902
)

(5,902
)

—

(5,902
)
Foreign currency translation adjustments

—

—

—

—

—

4,925

4,925

—

4,925

Balance at June 30, 2019

$
—

$
49,543

$
(24,233
)
$
1,284,111

$
553,111

$
(322,633
)
$
1,539,899

$
12,440

$
1,552,339

Share based awards compensation expense

—

—

—

3,609

—

—

3,609

—

3,609

Dividends paid to parent

—

—

—

—

(39,650
)

—

(39,650
)

—

(39,650
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

—

(294
)

(294
)
Net income

—

—

—

—

31,796

—

31,796

602

32,398

Other comprehensive loss in equity method investees

—

—

—

—

—

(49
)

(49
)

—

(49
)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements

—

—

—

—

—

(1,291
)

(1,291
)

—

(1,291
)
Foreign currency translation adjustments

—

—

—

—

—

(25,408
)

(25,408
)

(25,408
)
Balance at September 30, 2019

$
—

$
49,543

$
(24,233
)
$
1,287,720

$
545,257

$
(349,381
)
$
1,508,906

$
12,748

$
1,521,654

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

	Investment in NCM			NCM Screen Advertising Advances			Distributions from NCM			Equity in Loss		Other Revenue			Interest Expense - NCM		Cash Received		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, 2020	$	265,792		$	(348,354	)
Balance as of January 1, 2021																			$	151,962		$	(344,255	)
Receipt of common units due to annual common unit adjustment ("CUA")		3,620			(3,620	)	$	—		$	—	$	—		$	—	$	—		10,237			(10,237	)		—			—		—			—		—
Screen rental revenues earned under ESA ⁽¹⁾		—			—			—			—		(4,209	)		—		4,209		—			—			—			—		(3,790	)		—		3,790
Interest accrued related to significant financing component		—			(17,726	)		—			—		—			17,726		—		—			(11,797	)		—			—		—			11,797		—
Receipt of excess cash distributions		(14,168	)		—			(6,975	)		—		—			—		21,143
Receipt under tax receivable agreement																				(156	)		—			(77	)		—		—			—		233
Equity in loss		(4,810	)		—			—			4,810		—			—		—		(14,414	)		—			—			14,414		—			—		—
Amortization of screen advertising advances		—			23,463			—			—		(23,463	)		—		—		—			15,927			—			—		(15,927	)		—		—
Balance as of and for the nine months ended September 30, 2020	$	250,434		$	(346,237	)	$	(6,975	)	$	4,810	$	(27,672	)	$	17,726	$	25,352
Balance as of and for the six months ended June 30, 2021																			$	147,629		$	(350,362	)	$	(77	)	$	14,414	$	(19,717	)	$	11,797	$	4,023

NCM operates a digital in-theatre network in the U.S. for providing cinema advertising. The Company entered into an Exhibitor Services Agreement with NCM (“ESA”), pursuant to which NCM primarily provides advertising to our theatres. TAs described in Note 5 to the Company’s financial statements as included in its 2019 Annual Report on Form 10-K, on February 13, 2007, National Cinemedia, Inc. (“NCMI”), an entity that serves as the sole manager of NCM, completed an initial public offering (“IPO”) of its common stock. In connection with the NCMI initial public offering, the Company amended its operating agreement and the ESA. At the time of the NCMI IPO and as a result of amending the ESA, the Company received approximately $174,000 in cash consideration from NCM. The proceeds were recorded as deferred revenue or NCM screen advertising advances and was being amortized over the term of the Amended and Restated ESA, or through February 2041. Following the NCMI IPO, thehe 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.

~~In addition to the consideration received upon the NCMI IPO and ESA modification in 2007, the~~The Company also periodically receives consideration in the form of common units from NCM. ~~Pursuant to a Common Unit Adjustment Agreement dated as of February 13, 2007 between NCMI and the Company, annual~~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. ~~As discussed in Note 5 to the Company’s financial statements as included in its 2019 Annual Report on Form 10-K, the~~The common units received ~~(collectively referred to as the Company’s “Tranche 2 Investment”)~~ are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to NCM screen advertising advances. The Company’s Tranche 2 Investment is accounted for following the equity method, with undistributed equity earnings related to its Tranche 2 Investment included as a component of earnings in equity in income of affiliates and distributions received related to its Tranche 2 Investment are recorded as a reduction of investment basis.

During March ~~2020,~~2021, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, the Company received an additional ~~1,112,368~~2,311,482 common units of NCM, ~~each of which is convertible into 1 share of NCMI 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 NCM screen advertising ~~advances of approximately $3,620.~~advances. The fair value of the common units received was estimated based on the market price of 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.

As of ~~September~~June 30, ~~2020,~~2021, the Company owned a total of ~~40,850,068~~43,161,550 common units of NCM representing an ownership interest of approximately ~~25%~~26%. Each of the Company’s common units in NCM is convertible into 1 share of NCM, Inc. common stock. As of ~~September~~June 30, ~~2020,~~2021, the estimated fair value of the Company’s investment in NCM was approximately ~~$111,112~~$218,829 based on NCM, Inc.’s stock price as of ~~September~~June 30, ~~2020~~2021 of ~~$2.72~~$5.07 per share (Level 1 input as defined in FASB ASC Topic 820), which was below the Company’s carrying value of $250,434. The market value of NCM, Inc.’s stock price may vary due to the performance of the business, industry trends, general and economic conditions and other factors, including those resulting from the impact of COVID-19 (see Note 2). ~~The Company does not believe that the decline in NCM, Inc.’s stock price is other than temporary~~as the Company and other industry participants, who are also members of the NCM network, have reopened some theatres and will continue to reopen theatres as local government restrictions allow. The Company expects the industry to recover gradually over time. Therefore, no impairment of the Company’s investment in NCM was recorded during the three and nine months ended September 30, 2020.

As discussed above, the Company’s domestic theatres are part of 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 receives a monthly theatre access fee for participation in the

NCM network and also earns screen advertising revenue on a per patron basis. The screen advertising revenues 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. ~~Subsequent~~Since the agreement was amended, the Company was required to evaluate the ~~amendment, the ESA is accounted for as a lease~~revised contract under ASC Topic ~~842.~~842, Leases, and as a result, determined that the 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 ~~screen~~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 ~~condensed~~ consolidated income statement.

The recognition of revenue related to the NCM screen advertising advances ~~will be~~are recorded ~~on a straight-line basis~~ through February 2041.

	Twelve Months Ended September 30,														Twelve Months Ended June 30,
Remaining Maturity	2021		2022		2023		2024		2025		Thereafter		Total		2022		2023		2024		2025		2026		Thereafter		Total
NCM screen advertising advances(1)	$	8,131	$	8,693	$	9,295	$	9,940	$	10,630	$	299,548	$	346,237	$	8,819	$	9,428	$	10,081	$	10,780	$	11,528	$	299,726	$	350,362

~~Prior~~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 ~~September 17, 2019 amendment of~~consideration received upon the ESA modification during 2007, the Company ~~applied a significant financing component, as required by ASC Topic 606, due~~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 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 ASC Topic 606. As a result of the significant financing component, the Company recognized incremental screen ~~advertising advances (the $174,000~~rental revenue and interest expense of $15,927 and $11,797, respectively, during the six months ended June 30, 2021 and incremental screen rental revenue and interest expense of $15,612 and $11,825, respectively, during the six months ended June 30, 2020. The interest expense was calculated using the Company’s incremental borrowing rates at the time when the cash was received atfrom the NCMI IPO and ~~the periodic~~each tranche of common ~~unit adjustments) and completion of the performance obligation.~~ units was received from NCM, 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 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 agreement represents a financing arrangement. As a result of the significant financing component, the Company recognized incremental screen rental revenue and an offsetting interest expense of $23,463 and $17,726, respectively, during the nine months ended September 30, 2020. The 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, which ranged from 4.4% to 8.3%.

~~Below is a summary of activity for each of the Company’s other investments for the nine months ended September 30, 2020:~~

On February 12, 2007, the Company, AMC and Regal (the “Exhibitors”) entered into a joint venture known as DCIP to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema. As of June 30, 2021, the Company had a 33% voting interest in DCIP and a 24.3% economic interest in DCIP. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting. On March 10, 2010, DCIP and its subsidiaries completed an initial financing transaction to enable the purchase, deployment and leasing of digital projection systems to the Exhibitors under equipment lease and installation agreements. On March 31, 2011, DCIP obtained incremental financing necessary to complete the deployment of digital projection systems. DCIP also entered into long-term Digital Cinema Deployment Agreements (“DCDAs”) with 6 major motion picture studios pursuant to which Kasima LLC, one of DCIP’s subsidiaries, receives a virtual print fee ("VPF") each time the studio books a film or certain other content on the leased digital projection systems. Other content distributors entered into similar DCDAs that provide for the payment of VPFs for bookings of the distributor's content on a leased digital projection system. The DCDAs end on the earlier to occur of (i) the tenth anniversary of the "mean deployment date" for all digital projection systems scheduled to be deployed over a period of up to five years, or (ii) the date DCIP achieves "cost recoupment", each as defined in the DCDAs. Cost recoupment occurs when revenues attributable to the digital projection systems exceed the financing, deployment, administration and other costs associated with the purchase of the digital projection systems. DCIP expects cost recoupment to occur during late 2021. The timing of cost recoupment is dependent on VPF payments from studios. Pursuant to the operating agreement between the Exhibitors and DCIP, DCIP began to distribute excess cash to the Exhibitors upon the payoff of its outstanding debt, which occurred during the year ended December 31, 2019.

~~As of September 30,~~Effective November 1, 2020, the Company ~~had~~amended the master equipment lease agreement (“MELA”) with Kasima LLC, which is an indirect subsidiary of DCIP, resulting in the termination of the MELA. Upon termination of the MELA, the Company received a ~~33% voting interest~~distribution of the digital projection equipment that it previously leased. As the fair value of the distributed projectors was greater than the Company’s investment in DCIP ~~and a 24.3% economic interest~~at the time of the distribution, the investment in ~~DCIP.~~DCIP was reduced to zero at the time of the distribution. The Company ~~accounts for~~does not recognize undistributed equity in the earnings or loss of its investment in DCIP ~~and its subsidiaries under~~until such time that future net earnings, less distributions received, surpass the ~~equity method~~amount of ~~accounting.~~

	Three Months Ended					Nine Months Ended					Three Months Ended					Six Months Ended
	September 30, 2020			September 30, 2019		September 30, 2020			September 30, 2019		June 30, 2021		June 30, 2020			June 30, 2021		June 30, 2020
Gross revenues	$	1,084		$	40,200	$	20,809		$	125,869	$	14,098	$	23		$	19,722	$	32,533
Operating income (loss)	$	(29,878	)	$	22,617	$	(72,422	)	$	73,396	$	19,461	$	(37,305	)	$	23,441	$	(42,544	)
Net income (loss)	$	(30,554	)	$	22,362	$	(79,660	)	$	69,323	$	20,056	$	(37,966	)	$	23,957	$	(49,106	)

As of September 30, 2020, the Company had 3,812 digital projection systems being leased under the master equipment lease agreement with Kasima LLC, which is an indirect subsidiary of DCIP and a related party to the Company.

The Company had the following transactions with DCIP, reflected in utilities and other costs on the condensed consolidated statements of income, during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~2020:

	Three Months Ended					Nine Months Ended						Three Months Ended					Six Months Ended
	September 30, 2020		September 30, 2019			September 30, 2020			September 30, 2019			June 30, 2021			June 30, 2020		June 30, 2021			June 30, 2020
Equipment lease payments ⁽¹⁾	$	346	$	1,105		$	1,384		$	3,357		$	—		$	—	$	—		$	1,038
Warranty reimbursements from DCIP	$	—	$	(2,953	)	$	(3,123	)	$	(8,842	)	$	(434	)	$	—	$	(700	)	$	(3,123	)
Management service fees	$	—	$	128		$	84		$	438		$	4		$	—	$	15		$	84

~~During December 2013,~~Below is a summary of activity for each of the Company, Regal, AMC (the “AC Founding Members”) and NCM entered into a series of agreements that resulted in the formation of AC JV, LLC (“AC”), a joint venture that owns “Fathom Events” formerly operated by NCM. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators, including concerts, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live sporting events andCompany’s other ~~special events. The Company paid event fees to AC of $2,258 and $10,332~~investments for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, respectively, which are included in film rentals and advertising costs on the condensed consolidated statements of income. The Company accounts for its investment in AC under the equity method of accounting.2021:

~~Digital Cinema Distribution Coalition (“DCDC”)~~Below is a ~~joint venture among~~summary of transactions with each of the Company, Universal, Warner Bros., AMC and Regal. DCDC operates a satellite distribution network that distributes all digital content to U.S. theatres via satellite. The Company has an approximate 14.6% ownership in DCDC. The Company paid approximately $208 and $703 to DCDC duringCompany’s other investees for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, respectively, related to content delivery services provided by DCDC. These fees are included in film rentals and advertising costs on the condensed consolidated statements of income. The Company accounts for its investment in DCDC under the equity method of accounting.2021:

During April 2018, the Company, through its wholly-owned indirect subsidiary CNMK Texas Properties, LLC (“CNMK”), formed a joint venture, FE Concepts, LLC (“FE Concepts”) with AWSR Investments, LLC (“AWSR”), an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts operates a family entertainment center that offers bowling, gaming, movies and other amenities that opened during December 2019. The Company and AWSR each invested approximately $20,000 and each have a 50% voting interest in FE Concepts. The Company accounts for its investment in FE Concepts under the equity method of accounting. The Company has a theatre services agreement with FE Concepts under which it provides film booking and equipment monitoring services. The Company recorded $3 and $19 of theatre services revenue under the agreement during the three and nine months ended September 30, 2020, respectively.

Each of the investments above have been adversely impacted by the COVID-19 pandemic (see Note 2) due to the temporary closure of theatres across the U.S. The Company does not believe that any resulting decline in value of the underlying investments is other than temporary as the Company and other industry participants, who also have equity ownership interests in certain of the above investments, have reopened some theatres and will continue to reopen theatres as local government restrictions allow. The Company expects the industry to recover gradually over time.

Restricted Stock – During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, Cinemark Holdings, Inc. granted ~~1,045,885~~1,050,348 shares of restricted stock to its directors and employees of the Company. The fair value of the restricted stock granted was determined based on the ~~market value~~closing price of Cinemark Holdings, Inc.’s common stock on the ~~dates of~~day preceding the grant date, which ranged from ~~$8.39~~$21.01 to ~~$32.12~~$23.98 per share. The Company assumed forfeiture rates for the restricted stock awards that ranged from 0% to 10%. ~~The~~Certain of the restricted stock awards vested immediately on the grant date while others vest over periods ranging from one to four years. 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.

Below is a summary of restricted stock activity for the ~~nine~~six months ended ~~September~~June 30, ~~2020:~~2021:

	Shares of			Weighted Average		Shares of			Weighted Average
	Restricted			Grant Date		Restricted			Grant Date
	Stock			Fair Value		Stock			Fair Value
Outstanding at January 1, 2020		783,823		$	37.53
Outstanding at January 1, 2021							1,431,975		$	21.11
Granted		1,045,885		$	18.35		1,050,348		$	21.38
Vested		(326,281	)	$	35.63		(115,072	)	$	23.81
Forfeited		(56,133	)	$	33.63		(41,482	)	$	18.19
Outstanding at September 30, 2020		1,447,294		$	24.25
Unvested restricted stock at September 30, 2020		1,447,294		$	24.25
Outstanding at June 30, 2021							2,325,769		$	21.15
Unvested restricted stock at June 30, 2021							2,325,769		$	21.15

	Nine Months Ended September 30,				Six Months Ended June 30,
	2020		2019		2021			2020
Compensation expense recognized by the Company during the period	$	7,548	$	6,769	$	8,487		$	4,945
Additional compensation expense recognized by Cinemark Holdings, Inc. during the period	$	687	$	687	$	459		$	458
Fair value of restricted shares held by Company employees that vested during the period	$	8,567	$	6,650	$	1,148		$	8,323
Fair value of restricted shares held by Cinemark Holdings, Inc.’s directors that vested during the period	$	377	$	980	$	1,329		$	377
Income tax benefit recognized upon vesting of restricted stock awards held by Company employees	$	2,533	$	1,228
Income tax benefit (cost) recognized upon vesting of restricted stock awards held by Company employees					$	(224	)	$	2,474
Additional income tax benefit recognized upon vesting of restricted stock awards held by Cinemark Holdings, Inc.'s directors	$	145	$	245	$	279		$	146

As of ~~September~~June 30, ~~2020,~~2021, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was ~~$22,858,~~$32,908, of which ~~$22,208~~$32,029 will be recognized by the Company and ~~$650~~$880 will be recognized by Cinemark Holdings, Inc. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.

~~Impact of 2020 Restructuring Plan~~ - As part of the Company’s employee-related restructuring actions discussed in Note 2, the vesting period for certain share based awards will be accelerated on a pro-rata basis based upon the grant dates and each employee’s separation date. The Company considers the accelerated vest of these awards to be a modification under ASC Topic 718 ~~Stock Compensation~~. Based on the terms of the severance agreements, the Company estimated the number of awards expected to vest at each employee’s expected separation date and revalued such awards based on the modification date, or the date on which employees were notified of the 2020 Restructuring Plan. The modification date fair value per share was $15.95. The Company recorded incremental compensation expense of approximately $521 related to these modifications, which is reflected in restructuring costs on the Company’s condensed consolidated income statement.

Restricted Stock Units – ~~During the nine months ended September 30, 2020,~~ Cinemark Holdings, Inc. ~~granted~~did not grant any restricted stock units representing 436,681 hypothetical shares of common stock to employees of the Company. 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, 2021~~six months ended June 30, 2021.

~~based on a formula utilizing a multiple of Adjusted EBITDA subject to certain adjustments as specified by~~During the six months ended June 30, 2021, 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 6%, which is the threshold,~~ ~~one-third~~ ~~of the maximum restricted stock units vest. If the IRR for the two-year period is at least 8%, which is the target,~~ ~~two-thirds~~ of the maximum restricted stock units vest. If the IRR for the two-year period is at least 14%, 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 2020 will vest subject to an additional two-year service requirement and will be paid in the form of Cinemark Holdings, Inc.’s ~~common stock if~~Board of Directors evaluated the ~~participant continues to provide services through the fourth anniversary~~impact of the ~~grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from~~COVID-19 pandemic on the ~~grant date if, and at~~performance metric used for 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 February 2019 and February 2020 and determined that the ~~nine months ended September 30, 2020at each~~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 ~~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~~2019 and 2020 ~~grant, the Company estimated that the most likely outcome is the achievement of the target IRR level. The fair value of the~~ restricted stock unit awards ~~was determined~~at target based onupon the ~~closing price~~unforeseen, external circumstances beyond management’s control, the projected macroeconomic conditions through 2021 and beyond, and the uncertain timing as to the recovery of ~~Cinemark Holdings, Inc.’s common stock on~~ the date of grant, which was $32.12 per share. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards. If during the service period, additional information becomes available to lead the Company to believe a different IRR level will be achieved for the two-year performance period, the Company will reassess the number of units that are expected to vest for the grant and adjust its compensation expense accordingly on a prospective basis over the remaining service period.Company’s industry.

	Nine Months Ended September 30,				Six Months Ended June 30,
	2020		2019		2021			2020
Number of restricted stock unit awards that vested during the period		120,293		88,074		15,230			117,500
Fair value of restricted stock unit awards that vested during the period	$	3,669	$	3,550	$	314		$	3,634
Accumulated dividends paid upon vesting of restricted stock unit awards	$	576	$	375	$	62		$	563
Compensation expense recognized during the period	$	4,624	$	3,030	$	1,629		$	3,029
Income tax benefit recognized upon vesting of restricted stock unit awards	$	215	$	175
Income tax benefit (cost) related to stock unit awards					$	(306	)	$	526

As of ~~September~~June 30, ~~2020,~~2021, the estimated remaining unrecognized compensation expense related to ~~the~~ outstanding restricted stock unit awards was ~~$13,559.~~$8,388. The weighted average period over which this remaining compensation expense will be recognized is approximately ~~two~~2 years. As of ~~September~~June 30, ~~2020,~~2021, the Company had restricted stock units outstanding that represented a total of ~~978,591~~561,041 hypothetical shares of common stock, net of forfeitures, ~~assuming an IRR of 9.3% was achieved~~reflecting actual certified performance levels for ~~the 2017 grants, an IRR of 8.6% was achieved for the 2018 grants and the maximum IRR level is achieved for~~ all ~~other~~ grants outstanding.

The estimated aggregate future amortization expense for intangible assets is as follows:

For the three months ended December 31, 2020	$	1,373
For the twelve months ended December 31, 2021		2,765
For the six months ended December 31, 2021			$	1,377
For the twelve months ended December 31, 2022		2,612		2,581
For the twelve months ended December 31, 2023		2,514		2,485
For the twelve months ended December 31, 2024		2,514		2,485
For the twelve months ended December 31, 2025				2,363
Thereafter		3,718		1,516
Total	$	15,496	$	12,807

~~Due to~~The Company performed a qualitative impairment analysis on its long-lived assets as of March 31, 2021 and June 30, 2021. The Company’s qualitative analyses considered economic and market conditions, industry trading multiples and the ~~temporary closure~~impact of recent industry developments and events on the estimated fair values as determined during its most recent quantitative assessments performed as of December 31, 2020. The Company’s consideration of economic and market conditions included the status of the COVID-10 pandemic and its impact on the Company’s ~~theatres effective March 18, 2020~~recovery as well as future film release schedules. As a result of the ~~COVID-19 pandemic (see Note 2), the Company performed~~qualitative assessment, no impairment of long-lived ~~asset impairment evaluations during each quarter~~assets was recorded during the ~~nine~~three and six months ended ~~September~~June 30, ~~2020. The following table is a summary of the evaluations performed by asset classification.~~

~~Goodwill~~ –2021. The Company ~~evaluates goodwill~~will continue to evaluate actual theatre performance, economic and market conditions, industry trading multiples and industry projections during the remainder of 2021 for potential impairment ~~as follows:~~exposure.

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

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

The following table is a summary of the impairment recorded as a result of the evaluations ~~discussed above~~performed during the ~~three and nine~~six months ended ~~September~~June 30, 2020:

	Three Months Ended				Nine Months Ended				Six Months Ended
	September 30,				September 30,				June 30,
	2020		2019		2020		2019		2020
U.S. Segment
Theatre properties	$	2,075	$	24,502	$	5,718	$	26,754	$	3,643
Theatre operating lease right-of-use assets		1,123		2,157		7,075		10,204		5,952
Cost method investment		2,500		—		2,500		—
U.S. total		5,698		26,659		15,293		36,958		9,595

International segment
Theatre properties		938		645		5,422		6,796		4,484
Theatre operating lease right-of-use assets		1,654		—		4,194		1,628		2,540
Goodwill		16,128		—		16,128		—
Intangible assets		177		—		177		—
International total		18,897		645		25,921		8,424		7,024

Total Impairment	$	24,595	$	27,304	$	41,214	$	45,382	$	16,619

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

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

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

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

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~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

		Carrying		Fair Value Hierarchy							Carrying		Fair Value Hierarchy
Description	As of,	Value		Level 1		Level 2		Level 3		As of,	Value		Level 1		Level 2		Level 3
Interest rate swap liabilities⁽¹⁾	September 30, 2020	$	36,484	$	—	$	36,484	$	—	June 30, 2021	$	24,550	$	—	$	24,550	$	—

Interest rate swap liabilities⁽¹⁾	December 31, 2019	$	15,995	$	—	$	15,995	$	—	December 31, 2020	$	33,847	$	—	$	33,847	$	—

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 1211 and Note ~~13)~~12). 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, ~~2019,~~2020, filed ~~February 21, 2020.~~March 3, 2021. There were no changes in valuation techniques. The Company elected to perform its goodwill impairment evaluation using both the market approach and the income approach for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. There were 0 transfers in to or out of Level 1, Level 2 or Level 3 during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~ 2021.

The accumulated other comprehensive loss account in stockholders’ equity of ~~$414,398~~$391,162 and ~~$340,112~~$398,653 as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, primarily includes cumulative foreign currency net losses of ~~$390,881~~$376,850 and ~~$328,053,~~$375,644, respectively, from translating the financial statements of the Company’s international subsidiaries and the cumulative changes in fair value of the Company’s interest rate swap agreements that are designated as hedges.

As of ~~September~~June 30, ~~2020,~~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. 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. The financial information of the Company’s Argentina subsidiaries ~~has been~~was remeasured in U.S. dollars in accordance with ASC Topic 830, Foreign Currency Matters, effective ~~beginning~~ July 1, 2018.

Below is a summary of the impact of translating the ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 financial statements of the Company’s international subsidiaries:

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

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2020			2019			2021			2020
Cash paid for interest	$	53,364		$	56,326		$	59,890		$	47,014
Cash paid (refunds received) for income taxes, net	$	(108,776	)	$	69,498		$	(136,397	)	$	5,229
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 ⁽¹⁾	$	(7,933	)	$	(13,642	)
Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment ⁽²⁾							$	(3,536	)	$	1,043
Interest expense - NCM (see Note 8)	$	(17,726	)	$	(14,180	)	$	(11,797	)	$	(11,825	)
Investment in NCM – receipt of common units (see Note 8)	$	3,620		$	1,552		$	10,237		$	3,620

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.

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues
U.S.	$	34,639		$	636,628		$	472,096		$	1,941,545		$	269,437		$	8,155		$	366,704		$	437,457
International		1,069			188,772			118,061			563,509			25,391			819			42,663			116,992
Eliminations		(230	)		(3,583	)		(2,089	)		(10,758	)		(176	)		—			(354	)		(1,859	)
Total revenues	$	35,478		$	821,817		$	588,068		$	2,494,296		$	294,652		$	8,974		$	409,013		$	552,590

Adjusted EBITDA
U.S.	$	(105,279	)	$	132,705		$	(144,918	)	$	454,665		$	946		$	(95,905	)	$	(75,539	)	$	(39,639	)
International		(22,232	)		37,411			(33,459	)		113,346			(12,340	)		(21,366	)		(27,293	)		(11,227	)
Total Adjusted EBITDA	$	(127,511	)	$	170,116		$	(178,377	)	$	568,011		$	(11,394	)	$	(117,271	)	$	(102,832	)	$	(50,866	)

Capital expenditures
U.S.	$	17,903		$	50,679		$	54,604		$	148,609		$	11,483		$	11,028		$	25,124		$	36,701
International		2,756			20,664			13,014			37,903			3,656			1,788			7,695			10,258
Total capital expenditures	$	20,659		$	71,343		$	67,618		$	186,512		$	15,139		$	12,816		$	32,819		$	46,959

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net income (loss)	$	(144,875	)	$	32,398		$	(374,354	)	$	168,474
Net loss													$	(137,059	)	$	(170,378	)	$	(340,569	)	$	(229,479	)
Add (deduct):
Income taxes		(119,273	)		14,193			(220,287	)		64,615			9,337			(98,007	)		(3,888	)		(101,014	)
Interest expense ⁽¹⁾		32,235			24,967			87,942			75,037			31,058			31,041			61,578			55,707
Other (income) expense, net ⁽²⁾		22,907			(9,964	)		47,412			(25,059	)
Other expense, net ⁽²⁾														7,935			24,335			22,932			24,505
Cash distributions from DCIP ⁽³⁾		—			2,694			10,383			7,912			—			5,222			—			10,383
Cash distributions from other equity investees ⁽⁴⁾		2,146			5,804			15,047			20,251			—			1,456			156			12,901
Depreciation and amortization		62,543			67,760			191,380			196,795			66,920			63,581			135,080			128,837
Impairment of long-lived assets		24,595			27,304			41,214			45,382			—			—			—			16,619
Restructuring costs		524			—			20,062			—			(740	)		19,538			(948	)		19,538
(Gain) loss on disposal of assets and other		(13,327	)		2,453			(10,997	)		8,057
Loss on disposal of assets and other														2,358			425			6,863			2,330
Loss on extinguishment of debt														3,924			—			6,527			—
Non-cash rent expense		816			(1,102	)		1,649			(3,252	)		(807	)		1,424			(679	)		833
Share based awards compensation expense		4,198			3,609			12,172			9,799			5,680			4,092			10,116			7,974
Adjusted EBITDA	$	(127,511	)	$	170,116		$	(178,377	)	$	568,011		$	(11,394	)	$	(117,271	)	$	(102,832	)	$	(50,866	)

	Three Months Ended						Nine Months Ended						Three Months Ended					Six Months Ended
	September 30,						September 30,						June 30,					June 30,
Revenues	2020			2019			2020			2019			2021			2020		2021			2020
U.S.	$	34,639		$	636,628		$	472,096		$	1,941,545		$	269,437		$	8,155	$	366,704		$	437,457
Brazil		513			79,776			53,829			240,263			5,463			348		9,901			53,316
Other international countries		556			108,996			64,232			323,246			19,928			471		32,762			63,676
Eliminations		(230	)		(3,583	)		(2,089	)		(10,758	)		(176	)		—		(354	)		(1,859	)
Total	$	35,478		$	821,817		$	588,068		$	2,494,296		$	294,652		$	8,974	$	409,013		$	552,590

	As of		As of		As of		As of
Theatre Properties and Equipment-net	September 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
U.S.	$	1,324,924	$	1,436,275	$	1,286,878	$	1,392,780
Brazil		71,338		118,367		69,486		72,080
Other international countries		149,561		180,605		136,200		150,202
Total	$	1,545,823	$	1,735,247	$	1,492,564	$	1,615,062

The Company manages ~~theatres~~a theatre for Laredo Theatre, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Lee Roy Mitchell is Cinemark Holdings, Inc.’s Chairman of the Board of Directors and directly and indirectly owns approximately 8% of Cinemark Holdings, Inc.’s common stock.

Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre ~~revenues up to $50,000 and 3% of annual theatre revenues in excess of $50,000.~~revenues. The Company recorded ~~$123~~ $116 and ~~$539~~$114 of management fee revenues during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. All such amounts are included in the Company’s condensed consolidated financial statements with the intercompany amounts eliminated in consolidation.

The Company has an Aircraft Time Sharing Agreement with Copper Beech Capital, LLC (“Copper Beech”) to use, on occasion, a private aircraft owned by Copper Beech. Copper Beech is owned by Mr. Mitchell and his wife, Tandy Mitchell. The private aircraft is used by Mr. Mitchell and other executives who accompany Mr. Mitchell to business meetings for the Company. The Company reimburses Copper Beech for the actual costs of fuel usage and the expenses of the pilots, landing fees, storage fees and similar expenses incurred during the trip. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the aggregate amounts paid to Copper Beech for the use of the aircraft was ~~$12~~$0 and ~~$111,~~$12, respectively.

The Company leases 14 theatres and 1 parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy. Raymond Syufy is one of Cinemark Holdings, Inc.’s directors and is an officer of the general partner of Syufy. Of these 15 leases, 14 have fixed minimum annual rent. The 1 lease without minimum annual rent has rent based upon a specified percentage of gross sales as defined in the lease. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company paid total rent of approximately ~~$17,271~~$12,042 and ~~$20,006,~~$10,542, respectively, to Syufy. The Company negotiated a deferral of rent payments for April, May and June of 2020 for 4 of the 14 leased theatres to be paid back over the months of July through December of 2020. The Company did not remeasure its lease liabilities and lease right-of-use assets as a result of these negotiations in accordance with FASB guidance. See further discussion at Note 4.

The Company has a 50% voting interest in FE Concepts, a joint venture with AWSR, an entity owned by Lee Roy Mitchell and Tandy Mitchell. FE Concepts operates a family entertainment center that offers bowling, gaming, movies and other amenities that opened during December 2019. See Note 9 for further discussion. The Company has a theatre services agreement with FE Concepts under which the Company receives management fees for providing film booking and equipment monitoring services for the facility. The Company recorded $19 of management fees during the nine months ended September 30, 2020.

The Company has paid certain fees on behalf of its parent, Cinemark Holdings, Inc., and Cinemark Holdings, Inc. has paid income taxes and other expenses on behalf of the Company. The net receivable from Cinemark Holdings, Inc. as of ~~September~~June 30,

~~2020~~ 2021 and December 31, ~~2019~~2020 was ~~$27,767~~$38,851 and ~~$24,319,~~$36,775, respectively. The Company ~~paid~~received contributions from Cinemark Holdings, Inc. ~~cash~~of $120,000 during the three months ended March 31, 2021 and paid dividends of $42,000 ~~and $118,825~~to Cinemark Holdings, Inc. during the ~~nine~~six months ended ~~September~~June 30, ~~2020 and 2019, respectively.~~2020.

From time to time, the Company is involved in various legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, patent claims, landlord-tenant disputes, contractual disputes with landlords over certain termination rights or the right to discontinue rent payments due to the COVID-19 pandemic and other contractual disputes, some of which are covered by insurance. The Company believes its potential liability with respect to proceedings currently pending is not material, individually or in the aggregate, to the Company’s financial position, results of operations and cash flows.

Cinemark Holdings, Inc., et al vs Factory Mutual Insurance Company. The Company filed suit on November 18, 2020, in the District Court, 471^st Judicial District, Collin County, Texas. On December 22, 2020, the case was moved to the US District Court for the Eastern District of Texas, Sherman Division. The Company submitted a claim under its property insurance policy issued by Factory Mutual Insurance Company (the “FM Policy”) for losses sustained as a result of the COVID-19 pandemic and the forced closure of the Company’s theatres pursuant to orders issued by various government agencies. Factory Mutual Insurance Company (“FM”) denied the Company’s claim. The Company is seeking damages resulting from FM’s breach of contract, FM’s bad faith conduct and a declaration of the parties’ rights under the FM Policy. While the Company cannot predict the outcome of this litigation, management believes this lawsuit will not have a material adverse effect on the company’s financial position or results of operations.

Intertrust Technologies Corporation (“Intertrust”) v. Cinemark Holdings, Inc., Regal, AMC, et al. This case was filed against the Company on August 7, 2019 in the Eastern District of Texas – Marshall Division alleging patent infringement. The Company firmly maintains that the contentions of the Plaintiff are without merit and will vigorously defend itself against the lawsuit. Although the Company does not believe that it has infringed on any of Intertrust’s patents, it cannot predict the outcome of this litigation.

~~Flagship Theatres of Palm Desert, LLC d/b/a Cinemas Palme D’Or v. Century Theatres, Inc., and Cinemark USA, Inc.; Superior Court of the State of California, County of Los Angeles~~. Plaintiff in this case alleges that the Company violated California antitrust and unfair competition laws by engaging in “circuit dealing” with various motion picture distributors and tortiously interfered with Plaintiff’s business relationships. Plaintiff seeks compensatory damages, trebling of those damages under California law, punitive damages, injunctive relief, attorneys’ fees, costs and interest. Plaintiff also alleges that the Company’s conduct ultimately resulted in closure of its theatre in June 2016. The Company denied the allegations. In 2008, the Company moved for summary judgment on Plaintiff’s claims, arguing primarily that clearances between the theatres at issue were lawful and that Plaintiff lacked proof sufficient to support certain technical elements of its antitrust claims. The trial court granted that motion and dismissed Plaintiff’s claims. Plaintiff appealed and, in 2011, the Court of Appeal reversed, holding, among other things, that Plaintiff’s claims were not about the illegality of clearances but were focused, instead, on “circuit dealing.” Having re-framed the claims in that manner, the Court of Appeal held that the trial court’s decision to limit discovery to the market where the theatres at issue operated was an error, as “circuit dealing” necessarily involves activities in different markets. Upon return to the trial court, the parties engaged in additional, broadened discovery related to Plaintiff’s “circuit dealing” claim. Thereafter, the Company moved again for summary judgment on all of Plaintiff’s claims. That new motion for summary judgment was pending when, on or about April 11, 2014, the trial court granted the Company’s motion for terminating sanctions and entered a judgment dismissing the case with prejudice. Plaintiff then appealed that second dismissal, seeking to have the judgment reversed and the case remanded to the trial court. The Court of Appeal issued a ruling on May 24, 2016, reversing the granting of terminating sanctions and instead imposed a lesser evidentiary and damages preclusion sanction. The case returned to the trial court on October 6, 2016. On May 10, 2018, after a five-week jury trial, the jury found no liability on one circuit dealing claim and awarded Plaintiff damages on the other claim, which are tripled for antitrust damage awards. Plaintiff would also be entitled to certain court costs and to seek at least some portion of its attorney’s fees. During 2018, the Company recorded a litigation reserve based on the jury award, court costs and attorney’s fees. The trial court denied a motion for a judgment notwithstanding the verdict and a motion for a new trial. The Company appealed the judgment. On October 2, 2020 the Court of Appeals of the State of California reversed the judgement in favor of the Plaintiff and rendered judgement in favor of the Company. Plaintiff has agreed to not appeal this ruling to the California Supreme Court; therefore, the ruling in favor of the Company is final and non-appealable. The Company reversed the litigation reserve in the third quarter of 2020.

As of September 30, 2020, the Company had outstanding $400,000 aggregate principal amount of 5.125% senior notes due 2022, or the 5.125% Senior Notes, $755,000 aggregate principal amount of 4.875% senior notes due 2023, or the 4.875% Senior Notes, and $250,000 aggregate principal amount of the 8.750% secured notes due 2023, or the 8.750% Secured Notes (collectively the “Notes”). These Notes are fully and unconditionally guaranteed on a joint and several basis by the following subsidiaries (collectively the “Guarantor Subsidiaries”) of Cinemark USA, Inc.:

Sunnymead Cinema Corp., Cinemark Properties, Inc., Greeley Holdings, Inc., Cinemark Partners I, Inc., CNMK Investments, Inc., CNMK Texas Properties, LLC., Cinemark Concessions LLC, Century Theatres, Inc., Marin Theatre Management, LLC, Century Theatres NG, LLC, Cinearts LLC, Cinearts Sacramento, LLC, Corte Madera Theatres, LLC, Novato Theatres, LLC, San Rafael Theatres, LLC, Northbay Theatres, LLC, Century Theatres Summit Sierra, LLC and Century Theatres Seattle, LLC.

The following tables include summary financial information for stand-alone Cinemark USA, Inc. (the “Parent” and “Issuer”) and the Guarantor Subsidiaries in the aggregate, all of which reflect all investments in subsidiaries as if accounted for under the equity method of accounting. As such, net income (loss) for each of the Parent and Guarantors reflects equity income (loss) of their

~~respective subsidiaries. All amounts are presented prior to elimination entries necessary to consolidate the Parent and all of its subsidiaries.~~

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

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

~~The outbreak of~~As we have previously disclosed, the COVID-19 pandemic has had an unprecedented impact on the world and ~~the movie exhibition~~our industry. The social and economic effects ~~are~~have been widespread, and the situation continues to evolve. As a movie exhibitor that operates spaces where patrons gather in close proximity, we have been, and continue to be, significantly impacted by ~~protective actions taken by governmental authorities to control~~ the ~~spread of the~~COVID-19 pandemic. ~~To comply with government mandates at~~At the initial outbreak of the COVID-19 pandemic, to comply with government mandates, we temporarily closed all of our theatres in the U.S. and Latin America effective March 17, 2020 and March 18, 2020, respectively.In conjunction with the temporary closure of our theatres in March 2020, we 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.

We have implemented a variety of health and safety protocols in our theatres for the safety of our employees, guests and surrounding communities. We consistently monitor health authority recommendations and the status of the virus in assessing the safety protocols we have in place.

As of ~~September~~June 30, ~~2020,~~2021, we had reopened ~~252~~all 323 of our domestic theatres and 15152 of our 198 international ~~theatres showing limited volume of~~theatres. During the three months ended June 30, 2021, we showed many new releases along with some library ~~content during~~content. Theatre staffing levels remain reduced as compared to pre-COVID levels due to reduced operating ~~hours. While some staffing has been brought back~~hours in certain locations and our focus on initiatives to ~~pre-COVID-19 levels given the theatre reopenings, we~~enhance productivity. We also continue to ~~maintain a temporary reduction in staffing while limiting~~limit capital expenditures to essential activities and projects. We ~~also continue~~continued to work with landlords and other vendors ~~on extended or modified contractual~~during the six months ended June 30, 2021 to extend payment terms ~~while evaluating~~as we reopened theatres and continue to recover from the ~~status~~impacts of the COVID-19 ~~pandemic and local government regulations in assessing our plans to reopen our remaining theatres.~~ pandemic.

~~Our focus on maintaining a healthy balance sheet and low leverage allowed us to enter the global COVID-19 crisis in a strong financial position.~~ Based on our current ~~level~~estimates of ~~operations,~~recovery, we believe ~~that~~ we have and will generate sufficient cash to sustain operations ~~until late 2021, which would extend into 2022 when considering~~for the ~~additional income tax benefits discussed at Note 2~~foreseeable future as we work to ~~our condensed consolidated financial statements.~~return to historical working capital levels. Nonetheless, the COVID-19 pandemic has had, and ~~may continue~~continues to have, adverse effects on our business, results of operations, cash flows and financial ~~condition, access to credit markets and ability to service existing and future indebtedness, some of which may be significant.~~

We have elected to take advantage of certain tax-related benefits available under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) signed into U.S. federal law on March 27, 2020. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss (“NOL”) utilization and carryback periods, modifications to the net interest deduction limitations and a technical correction to the 2017 Tax Cuts and Jobs Act, which makes certain qualified improvement property eligible for bonus depreciation. Per the provisions of the CARES Act, we have deferred payment of certain employer payroll taxes for 2020 and have recorded payroll tax credits for expenses related to paying wages and health benefits to employees who were not working as a result of closures and reduced receipts associated with COVID-19.

If we receive certain government disaster relief assistance, it may be subject to certain requirements imposed by the government on the recipients of the aid including restrictions on executive officer compensation, share buybacks, dividends, prepayment of debt, incurrence of additional indebtedness and other similar restrictions until the aid is repaid or redeemed in full. However, we cannot predict the manner in which such benefits will be allocated or administered and cannot predict whether we will be able to access such benefits in a timely manner or at all.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~~June 30, ~~2020,~~2021, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 1716 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. We also offer alternative entertainment, such as live and pre-recorded sports programs, concert events, the Metropolitan Opera, in-theatre gaming and other special events in our ~~theatres through AC JV, LLC. NCM provides~~theatres. In-theatre advertising for our domestic theatres ~~with various forms of in-theatre advertising. Our~~is provided by National CineMedia. In our international locations, our Flix Media subsidiaries provide screen advertising and alternative content for our international circuit and to other international exhibitors.

Films leading the box office during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 included the carryover from The Croods: A New Age and Wonder Woman 1984, and new releases Tom & Jerry, Godzilla vs. Kong, ~~Bad Boys for Life, 1917, Sonic the Hedgehog, Jumanji:~~A Quiet Place Part II, Cruella, The ~~Next Level, Star Wars: Episode IX –~~Conjuring: The ~~Rise of Skywalker, Birds of Prey, Dolittle, Little Women,~~Devil Made Me Do It, Peter Rabbit 2, F9: The ~~Invisible Man~~Fast Saga, Mortal Kombat and ~~The Call of the Wild~~Demon Slayer: Kimetsu no Yaiba.Films currently scheduled for release during the remainder of ~~2020~~ 2021 include ~~Wonder Woman 1984~~Black Widow, The Boss Baby: Family Business, Suicide Squad, Venom: Let There Be Carnage, No Time to Die, Eternals, Top Gun Maverick, Encanto and the Marvel sequel ~~Croods: A New Age,~~Spider-man; No Way Home, among other films. ~~Films scheduled for release during the remainder of 2020 could be rescheduled as a result of the COVID-19 pandemic.~~

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 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 and~~ finance leases and the number of 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 ~~salaries and wages,~~base, incentive compensation and ~~benefit costs~~benefits for our corporate office personnel, facility expenses for our corporate offices, consulting fees, ~~legal~~professional fees, ~~audit~~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							Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,							September 30,						June 30,						June 30,
	2020			2019				2020			2019			2021			2020			2021			2020
Operating data (in millions):
Revenues
Admissions	$	14.9		$	454.5		��	$	307.4		$	1,371.1		$	153.5		$	—		$	209.6		$	292.5
Concession		9.1			289.5				199.6			886.1			109.8			0.1			149.3			190.5
Other		11.5			77.8				81.1			237.1			31.3			8.9			50.1			69.6
Total revenues	$	35.5		$	821.8			$	588.1		$	2,494.3		$	294.6		$	9.0		$	409.0		$	552.6
Cost of operations
Film rentals and advertising		8.2			254.9				165.2			759.7			76.6			0.4			99.8			157.0
Concession supplies		2.7			51.5				39.9			157.3			18.8			2.4			26.0			37.2
Salaries and wages		20.2			103.3				116.6			308.3			50.4			8.8			81.6			96.4
Facility lease expense		67.1			87.4				214.5			262.5			67.2			65.2			132.0			147.4
Utilities and other		43.3			123.9				178.7			357.2			61.2			34.9			110.3			135.4
General and administrative expenses		30.0			44.0				97.6			125.1			36.7			27.4			71.8			68.0
Depreciation and amortization		62.6			67.8				191.4			196.8			66.9			63.5			135.1			128.8
Impairment of long-lived assets		24.6			27.3				41.2			45.4			—			—			—			16.6
Restructuring costs		0.6			—				20.1			—			(0.7	)		19.5			(0.9	)		19.5
Loss on disposal of assets and other		(13.3	)		2.5				(11.0	)		8.1			2.4			0.4			6.9			2.3
Total cost of operations		246.0			762.6				1,054.2			2,220.4			379.5			222.5			662.6			808.6
Operating income (loss)	$	(210.5	)	$	59.2			$	(466.1	)	$	273.9
Operating loss														$	(84.9	)	$	(213.5	)	$	(253.6	)	$	(256.0	)

Operating data as a percentage of total revenues:
Revenues
Admissions		42.0	%		55.3	%			52.3	%		55.0	%		52.1	%		0.0	%		51.2	%		52.9	%
Concession		25.6	%		35.2	%			33.9	%		35.5	%		37.3	%		1.1	%		36.5	%		34.5	%
Other		32.4	%		9.5	%			13.8	%		9.5	%		10.6	%		98.9	%		12.3	%		12.6	%
Total revenues		100.0	%		100.0	%			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of operations ⁽¹⁾
Film rentals and advertising	NM				56.1	%			53.7	%		55.4	%		49.9	%	NM				47.6	%		53.7	%
Concession supplies	NM				17.8	%			20.0	%		17.8	%		17.1	%	NM				17.4	%		19.5	%
Salaries and wages	NM				12.6	%			19.8	%		12.4	%		17.1	%	NM				20.0	%		17.4	%
Facility lease expense	NM				10.6	%			36.5	%		10.5	%		22.8	%	NM				32.3	%		26.7	%
Utilities and other	NM				15.1	%			30.4	%		14.3	%		20.8	%	NM				27.0	%		24.5	%
General and administrative expenses	NM				5.4	%			16.6	%		5.0	%		12.5	%	NM				17.6	%		12.3	%
Total cost of operations	NM				92.8	%			179.3	%		89.0	%		128.8	%	NM				162.0	%		146.3	%
Operating income (loss)	NM				7.2	%			(79.3	)%		11.0	%
Operating loss															(28.8	)%	NM				(62.0	)%		(46.3	)%

Three months ended ~~September~~June 30, ~~2020~~2021 versus ~~September~~June 30, ~~2019~~2020

Three months ended June 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~~opened five domestic theatres in late June 2020 ~~and operated under a test-and-learn strategy~~ to ~~define training, communication, implementation and execution of enhanced health and~~test our new safety ~~protocols. These theatres opened to reduced operating hours with~~protocols, showing library ~~content and~~content. We offered “welcome back” pricing for movie tickets and concession products to encourage our patrons to return to the movies. ~~As of September~~During the three months ended June 30, 2020 we had ~~252~~13 thousand patrons visit our five domestic theatres and 15generated $37 thousand of admissions revenue and $57 thousand of concession revenues. Other revenues of $8.9 million for the three months ended June 30, 2020 primarily included the amortization of deferred NCM screen advertising advances (see Note 8). Please see below for a summary of our performance for the three months ended June 30, 2021.

Three months ended June 31, 2021 – We had reopened all 323 of our domestic theatres and 152 of our 198 international theatres ~~reopened. We continue~~as of June 30, 2021. Certain of our international theatres had to ~~monitor the status~~temporarily close again during portions of the second quarter of 2021 due to the COVID-19 ~~pandemic and local government regulations to plan the reopening of our remaining theatres.~~pandemic.

	U.S. Operating Segment				International Operating Segment						Consolidated				U.S. Operating Segment		International Operating Segment		Consolidated
									Constant Currency ⁽³⁾
	2020		2019		2020 ⁽⁴⁾		2019		2020		2020		2019		2021		2021		2021
Admissions revenues ⁽¹⁾	$	14.9	$	351.1	$	0.1	$	103.4	$	0.1	$	15.0	$	454.5	$	140.6	$	12.9	$	153.5
Concession revenues ⁽¹⁾	$	8.9	$	230.4	$	0.3	$	59.1	$	0.4	$	9.2	$	289.5	$	99.4	$	10.4	$	109.8
Other revenues ⁽¹⁾⁽²⁾	$	10.8	$	51.5	$	0.7	$	26.3	$	0.8	$	11.5	$	77.8	$	29.3	$	2.0	$	31.3
Total revenues ⁽¹⁾⁽²⁾	$	34.6	$	633.0	$	1.1	$	188.8	$	1.3	$	35.7	$	821.8	$	269.3	$	25.3	$	294.6
Attendance ⁽¹⁾		1.9		44.1		—		29.2				1.9		73.3		15.1		4.0		19.1
Average ticket price ⁽¹⁾	$	8.01	$	7.96	N/M		$	3.54	N/M		$	7.96	$	6.20	$	9.33	$	3.21	$	8.04
Concession revenues per patron ⁽¹⁾	$	4.79	$	5.22	N/M		$	2.02	N/M		$	4.87	$	3.95	$	6.59	$	2.60	$	5.75

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

~~Cost of Operations.~~ ~~The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the three months ended September 30, 2020 and 2019.~~

Salaries and wages ~~decreased~~increased to $43.5 million for the ~~third~~second quarter of ~~2020~~2021 as ~~some~~all of our theatres ~~were temporarily closed during this time~~reopened by the end of the quarter requiring hiring and ~~other theatres opened during~~training of employees. We also began extending operating hours to accommodate the ~~third quarter~~release of ~~2020 with limited operating hours.~~new films while maintaining our focus on efficient staffing levels. Facility lease expense, ~~decreased for the third quarter of 2020 compared to the third quarter of 2019~~which is primarily ~~due to~~fixed in nature, reflects a ~~decline~~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 ~~decreased for the third quarter of 2020 compared~~increased to ~~the third quarter of 2019,~~$52.9 million, as many of these costs, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, are variable in nature and ~~were impacted by~~have increased with the ~~temporary closure of our theatres and reduced operating hours of the theatres that were reopened~~improved attendance from new film content.

Salaries and wages ~~decreased~~increased to $6.9 million as reported for the ~~third~~second quarter of ~~2020 compared to the third quarter of 2019. The decrease was due to a majority~~2021 as many of our ~~international~~ theatres ~~remaining closed during the period.~~reopened. Facility lease expense ~~decreased~~increased to $7.3 million for the ~~third~~second quarter of ~~2020 compared to~~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 ~~third quarter~~impact of ~~2019. The decrease was due to lower percentage rent and rent-free periods allowed in~~the permanent closure of certain ~~international locations due to mall closures.~~theatres. Utilities and other costs ~~decreased for the third quarter of 2020 compared~~increased to ~~the third quarter of 2019,~~$8.3 million, as many of these costs are variable in nature and ~~were impacted by~~have increased with the ~~temporary closure of our theatres.~~improved attendance from new film content and theatre reopenings.

General and Administrative Expenses. General and administrative expenses ~~decreased~~increased to $36.7 million for the ~~third~~second quarter of 2021 compared to $27.4 million for the second quarter of 2020. The increase is primarily due to the temporary salary reductions and furloughs for our corporate workforce during the second quarter of 2020 ~~compared~~in response to the ~~third quarter~~temporary closure of ~~2019. The decrease was primarily due to temporary salary reductions for corporate office staff through the end~~all of ~~August, the impact of the 2020 Restructuring Plan (see Note 2) that permanently reduced headcount and reduced travel expense.~~our theatres in March 2020.

Depreciation and Amortization. Depreciation and amortization expense ~~decreased~~increased $3.4 million during the ~~third~~second quarter of ~~2020 compared to the third quarter of 2019. The decrease was~~2021 primarily due to the ~~impact~~digital projectors received in a non-cash distribution from DCIP during the fourth quarter of ~~theatre assets previously impaired and changes in foreign currency exchange rates in certain countries in which we operate.~~ 2020. See Note 129 to ~~our~~the condensed consolidated financial statements for discussion of ~~impairment.~~the non-cash distribution from DCIP.

~~Impairment of Long-Lived Assets.~~Restructuring Costs. ~~We recorded asset impairment charges of $24.6 million on assets held and used during the third quarter of 2020 compared to $27.3~~Restructuring costs were $(0.7) million during the ~~third~~second quarter of 2019. The asset impairment charges recorded during the third quarter of 2020 were primarily a result of the prolonged impact of the COVID pandemic on our operations, as some theatres remained closed and film content continues2021 compared to shift into future periods, both of which impacted our estimated future cash flows for theatres. Impairment charges for the third quarter of 2020 impacted seven countries and impairment charges for the third quarter of 2019 impacted six countries. See Note 12 to our condensed consolidated financial statements.

~~Restructuring Costs.~~ ~~We recorded restructuring costs of $0.5~~$19.5 million during the ~~third~~second quarter of 2020. The ~~costs~~credit recorded during the ~~third~~second quarter of 2021 was primarily the result of settlements of lease obligations below the original estimated amounts. Charges recorded during the second quarter of 2020 ~~were due~~related to ~~accrual adjustments made for theatres closed as part~~a restructuring plan implemented during the second quarter of ~~our 2020 Restructuring Plan.~~2020. See Note 2 to our condensed consolidated financial statements for further discussion.

~~(Gain)~~ Loss on Disposal of Assets and Other. We recorded a ~~gain~~loss on disposal of assets and other of $2.4 million during the ~~third~~second quarter of ~~2020~~2021 compared to ~~a loss~~$0.4 million during the ~~third~~second quarter of ~~2019.~~2020. Activity for the ~~third~~second quarter of ~~2020~~2021 was primarily related to ~~a favorable litigation outcome for a case that was previously accrued.~~the termination of certain lease agreements, partially offset by gains on sales of excess land parcels. Activity for the ~~third~~second quarter of ~~2019~~2020 was primarily due to the retirement of assets related to theatre remodels.

~~Interest Expense.~~Loss on Extinguishment of Debt. ~~Interest expense, which includes amortization~~We recorded a loss on extinguishment of debt ~~issue~~of $3.9 million during the second quarter of 2021 related to the early retirement of our 4.875% Senior Notes, including a write-off of unamortized debt issuance costs and amortization of accumulated losses for swap amendments increased during the third quarter of 2020 to $32.2 million compared to $25.0 million for the third quarter of 2019. The increase was primarily due to the issuance of 8.750% senior secured notes on April 20, 2020.legal and other fees paid. See Note 6 to our condensed consolidated financial statements.

~~Distributions from NCM.~~ We recorded distributions from NCM of $1.1 million during the third quarter of 2020 compared to $2.5 million recorded during the third quarter of 2019, which 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 8 to our condensed consolidated financial statements for discussion of our investment in NCM.

Interest expense – NCM. We recorded non-cash interest expense of $5.9 million for the ~~third~~second quarter of ~~2020 compared to $4.7 million recorded during~~2021 and in the ~~third~~second quarter of ~~2019,~~2020, related to the significant financing component associated with certain of our agreements with NCM. See Note 8 to our condensed consolidated financial statements for further discussion.

Equity in ~~Income (Loss)~~Loss of Affiliates. We recorded equity in loss of affiliates of ~~$(16.1)~~$8.1 million during the ~~third~~second quarter of ~~2020~~2021 compared to ~~equity in income of affiliates of $15.1~~$20.1 million during the ~~third~~second quarter of ~~2019. The decrease in~~2020. Our equity ~~income (loss) of affiliates is primarily due to the impact of theatres being temporarily closed as a result of~~method investees have also been impacted the COVID-19 pandemic ~~as discussed at~~and the temporary closure of our theatres. See Note 2 to our condensed consolidated financial ~~statements.~~statements for additional discussion of the COVID-19 pandemic. See Notes 8 and 9 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax ~~benefit~~expense of ~~$(119.3)~~$9.3 million was recorded for the ~~third~~second quarter of ~~2020~~2021 compared to an income tax ~~expense~~benefit of ~~$14.2~~$(98.0) million for the ~~third~~second quarter of ~~2019.~~2020. The effective tax rate was approximately ~~45.2%~~(7.3)% for the ~~third~~second quarter of ~~2020~~2021 compared to ~~30.5%~~36.5% for the ~~third~~second quarter of ~~2019. See~~ 2020. The effective tax rate for the second quarter of 2021 was unfavorably~~Income Tax Considerations~~

~~at Note 2~~impacted by valuation allowances related to ~~our condensed consolidated financial statements~~certain foreign tax credits and deferred tax assets for ~~further discussion.~~which the ultimate realization is uncertain. 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~~Six months ended ~~September~~June 30, 2021 (the “2021 period”) versus June 30, 2020 ~~versus September 30, 2019~~ (the “2020 period”)

~~All~~We had reopened all 323 of our domestic theatres and 152 of our 198 international theatres ~~were~~as of June 30, 2021. Certain of our international theatres had to temporarily ~~closed effective March 17, 2020 and March 18, 2020, respectively,~~close again for portions of the 2021 period due to the COVID-19 pandemic. We began reopening our domestic theatres in June 2020 and operated under a test-and-learn strategy to 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. We continue to monitor the status of the COVID-19 pandemic and local government regulations ~~to plan the reopening of our remaining~~as we reopen theatres.

	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⁾	$	189.1	$	232.3		(18.6	)%	$	20.5	$	60.2		(65.9	)%	$	21.9		(63.6	)%	$	209.6	$	292.5		(28.3	)%
Concession revenues ⁽¹⁾	$	132.4	$	152.8		(13.4	)%	$	16.9	$	37.7		(55.2	)%	$	17.8		(52.8	)%	$	149.3	$	190.5		(21.6	)%
Other revenues ⁽¹⁾⁽²⁾	$	44.9	$	50.4		(10.9	)%	$	5.2	$	19.2		(72.9	)%	$	6.0		(68.8	)%	$	50.1	$	69.6		(28.0	)%
Total revenues ⁽¹⁾⁽²⁾	$	366.4	$	435.5		(15.9	)%	$	42.6	$	117.1		(63.6	)%	$	45.7		(61.0	)%	$	409.0	$	552.6		(26.0	)%
Attendance ⁽¹⁾		20.3		27.9		(27.2	)%		6.5		17.9		(63.7	)%							26.8		45.8		(41.5	)%
Average ticket price ⁽¹⁾	$	9.31	$	8.33		11.8	%	$	3.15	$	3.36		(6.3	)%	$	3.36		—	%	$	7.81	$	6.39		22.2	%
Concession revenues per patron ⁽¹⁾	$	6.52	$	5.48		19.0	%	$	2.59	$	2.11		22.7	%	$	2.73		29.4	%	$	5.56	$	4.16		33.7	%

Total revenues were $588.1 million for the nine months ended September 30, 2020 (“2020 period”) and $2,494.3 million for the nine months ended September 30, 2019 (“2019 period”). The table below, presented by reportable operating segment, summarizes our revenue performance and certain key performance indicators for the nine months ended September 30, 2019 and 2020.

U.S. Operating Segment

International Operating Segment

Consolidated

Constant
Currency ⁽³⁾

2020

2019

2020

2019

2020

2020

2019

Admissions revenues ⁽¹⁾

$
247.2

$
1,066.9

$
60.2

$
304.2

$
71.2

$
307.4

$
1,371.1

Concession revenues ⁽¹⁾

$
161.7

$
704.7

$
37.9

$
181.4

$
44.2

$
199.6

$
886.1

Other revenues ⁽¹⁾⁽²⁾

$
61.2

$
159.2

$
19.9

$
77.9

$
24.4

$
81.1

$
237.1

Total revenues ⁽¹⁾⁽²⁾

$
470.1

$
1,930.8

$
118.0

$
563.5

$
139.8

$
588.1

$
2,494.3

Attendance ⁽¹⁾

29.8

132.9

17.9

82.9

47.7

215.8

Average ticket price ⁽¹⁾

$
8.30

$
8.03

$
3.36

$
3.67

$
3.98

$
6.44

$
6.35

Concession revenues per patron ⁽¹⁾

$
5.43

$
5.30

$
2.12

$
2.19

$
2.47

$
4.18

$
4.11

Cost of Operations. The table below summarizes our theatre operating costs (in millions) by reportable operating segment for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

	U.S. Operating Segment				International Operating Segment						Consolidated				U.S. Operating Segment				International Operating Segment						Consolidated
	2020		2019		2020		2019		Constant Currency ⁽¹⁾ 2020		2020		2019		2021		2020		2021		2020		Constant Currency ⁽¹⁾ 2021		2021		2020
Film rentals and advertising	$	136.3	$	610.3	$	28.9	$	149.4	$	34.4	$	165.2	$	759.7	$	89.6	$	128.2	$	10.2	$	28.8	$	11.0	$	99.8	$	157.0
Concession supplies	$	29.4	$	117.6	$	10.5	$	39.7	$	12.5	$	39.9	$	157.3	$	21.6	$	27.1	$	4.4	$	10.1	$	4.6	$	26.0	$	37.2
Salaries and wages	$	90.5	$	247.4	$	26.1	$	60.9	$	31.8	$	116.6	$	308.3	$	68.4	$	74.6	$	13.2	$	21.8	$	14.4	$	81.6	$	96.4
Facility lease expense	$	186.0	$	194.1	$	28.5	$	68.4	$	34.2	$	214.5	$	262.5	$	118.9	$	125.2	$	13.1	$	22.2	$	13.6	$	132.0	$	147.4
Utilities and other	$	140.3	$	260.8	$	38.4	$	96.4	$	46.5	$	178.7	$	357.2	$	92.9	$	103.8	$	17.4	$	31.6	$	19.0	$	110.3	$	135.4

Salaries and wages decreased $6.2 million for the ~~2020~~2021 period ~~from the 2019 period primarily due to the temporary closure of all of our U.S. theatres for a portion of the 2020 period and limited~~as theatre operating hours ~~upon reopening.~~continue expand, but have not returned to normal, and our operational teams focus on more efficient staffing levels. Facility lease expense, which is primarily fixed in nature, decreased ~~for the 2020 period from the 2019 period~~$6.3 million primarily due to a decline in percentage rent ~~expense.~~expense and common area maintenance costs, as well as the permanent closure of certain theatres. Utilities and other costs decreased ~~for the 2020 period from the 2019 period,~~$10.9 million, as many of these costs, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, are variable in nature and were impacted by lower attendance, reduced operating hours of our theatres and limited capacities during the ~~theatres that were reopened.~~first half of the 2021 period.

Salaries and wages decreased $8.6 million as reported ~~and in constant currency~~ for the 2021 period as compared to the 2020 period, ~~compared to~~driven by the ~~2019 period. The decrease was due the temporary closure~~periodic and varying closures of ~~all of our international~~ theatres ~~on March 18, 2020, fifteen of which reopened beginning in August.~~and limited operating hours for those theatres that are open. Facility lease expense decreased $9.1 million as reported ~~and in constant currency for 2020 period compared~~due to our negotiations with certain landlords to shift from a minimum rent structure to percentage rent while we recover from the ~~2019 period. The decrease was due to~~pandemic, as well as lower percentage rent ~~and rent-free periods allowed in certain international locations due to mall closures.~~at other locations. Utilities and other costs decreased $14.2 million as reported, ~~and in constant currency for the 2020 period compared to the 2019 period~~ as many of these costs are variable in nature, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, ~~are variable in nature~~ and were impacted by the ~~temporary closure~~limited operating hours of our theatres ~~and reduced operating hours of~~as well as periodic closures during the ~~theatres that were reopened.~~2021 period.

General and Administrative Expenses. General and administrative expenses ~~decreased~~increased $3.8 million for the ~~2020~~2021 period compared to the ~~2019~~2020 period. The ~~decrease was~~increase is primarily due to the temporary salary reductions and ~~the furlough of a portion of~~furloughs for our corporate ~~office staff for a portion~~workforce that occurred during the second half of the 2020 period, in response to the ~~impact~~temporary closure of all of our theatres in March 2020, increased share based compensation expense due to the issuance of equity awards to employees as retention measures during 2020 ~~Restructuring Plan (see Note 2)~~ and ~~the impact of changes in foreign currency exchange rates in certain countries in which we operate~~.early 2021, and increased consulting and other professional fees.

Depreciation and Amortization. Depreciation and amortization expense ~~decreased~~increased $6.3 million during the ~~2020~~2021 period ~~compared the 2019 period. The decrease was~~ primarily due to ~~previously impaired theatre assets.~~ the digital projectors received in a non-cash distribution from DCIP during the fourth quarter of 2020. See Note 129 to ~~our~~the condensed consolidated financial statements for discussion of ~~impairment.~~the non-cash distribution from DCIP.

Impairment of Long-Lived Assets. No asset impairment charges were recorded during the 2021 period. We recorded asset impairment charges ~~on assets held and used~~ of ~~$41.2~~$16.6 million during the 2020 ~~period compared to $45.4 million during the 2019~~ 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 industry conditions, temporary closures, recovery expectations, increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. The long-lived asset impairment charges recorded during the 2020 period were ~~also~~primarily a result of the prolonged impact of the COVID pandemic on our operations, as some theatres remained closed and film content ~~continues~~continued to shift into

future periods, both of which ~~impact~~impacted our estimated future cash flows for theatres. Impairment charges for the 2020 period impacted ~~seven countries and impairment charges for the 2019 period impacted seven~~eight countries. See Note 12 to our condensed consolidated financial statements.

Restructuring ~~costs.~~Costs. WeRestructuring costs were $(0.9) million during the 2021 period compared to $19.5 million during the 2020 period. The credit recorded ~~restructuring costs~~during the 2021 period was primarily the result of ~~$20.1 million~~settlements of lease obligations below the original estimated amounts. Charges recorded during the 2020 period related to ~~the 2020 Restructuring Plan~~a restructuring plan implemented during the ~~2020 period.~~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 ~~gain~~loss on disposal of assets and other of $6.9 million during ~~2020~~the 2021 period compared to ~~a loss~~$2.3 million during the ~~2019~~2020 period. Activity for the ~~2020~~2021 period was primarily related to the write-off of certain digital projectors recently received from DCIP in a ~~favorable litigation outcome for a case~~non-cash distribution that ~~was previously accrued,~~were replaced with laser projectors, partially offset by gains on the ~~retirement~~sales of ~~assets related to theatre remodels.~~excess land parcels. See Note 9 for discussion of the distribution of digital projectors from DCIP. Activity for the ~~2019~~2020 period was primarily due to the retirement of assets related to theatre remodels.

Interest Expense. Interest expense, which includes amortization of debt issue costs and amortization of accumulated losses infor swap amendments, increased to $61.6 million during the ~~2020~~2021 period compared to $55.7 million for the ~~2019 period2019.~~2020 period. The increase was primarily due to the issuance of 8.750% senior secured notes on April 20, ~~2020.~~2020 and the issuance of 5.875% senior secured notes on March 16, 2021. See Note 6 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 2021 period related to the early retirement of 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 6 to our condensed consolidated financial statements.

Distributions from NCM. We recorded distributions from NCM of ~~$7.0~~$0.1 million during the ~~2020~~2021 period compared to ~~$9.2~~$5.9 million recorded during the ~~2019 period, 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 8 to our condensed consolidated financial statements for discussion of our investment in NCM.

Interest expense – NCM. We recorded non-cash interest expense of ~~$17.7~~$11.8 million for the 2021 and 2020 ~~period compared to $14.2 million recorded during the 2019 period,~~periods, related to the significant financing component associated with certain of our agreements with NCM. See Note 8 to our condensed consolidated financial statements for further discussion.

Equity in ~~Income (Loss)~~Loss of Affiliates. We recorded equity in loss of affiliates of $14.9 million during the 2021 period compared to $11.6 million during the 2020 ~~period compared to equity in income of affiliates during the 2019~~ period. The ~~decrease~~increase in equity ~~income (loss)~~loss of affiliates is primarily due to the impact of theatres being temporarily closed as a result of the COVID-19 pandemic as discussed at Note 2.2 to our condensed consolidated financial statements. See Notes 8 and 9 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax benefit of ~~$(220.3)~~$(3.9) million was recorded for the ~~2020~~2021 period compared to income tax ~~expense~~benefit of ~~$64.2~~$(101.0) million ~~recorded~~ for the ~~2019~~2020 period. The effective tax rate was approximately ~~37.0%~~1.1% for the 2021 period compared to 30.6% for the 2020 period. As a result of 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 ~~compared~~was favorably impacted by the carryback of 2020 losses to ~~27.7% for~~tax years that had a 35% federal tax rate under the ~~2019 period. See~~ ~~Income Tax Considerations~~ ~~at Note 2 to our condensed consolidated financial statements for further discussion.~~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.

We primarily collect our revenues in cash, mainly through box office receipts and the sale of concessions. Our revenues are received in cash prior to the payment of related expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. However, as we reopened our theatres that were temporarily closed ~~all of our theatres effective~~during March ~~18, 2020. As~~2020, we ~~reopen our theatres to limited operating hours, we will fund~~have funded operating expenses with cash on hand and recent additional financing discussed below under Financing Activities.

Cash used for operating activities was ~~$(172.4)~~$21.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~cash provided by operating activities of $396.5~~$154.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The decrease in cash ~~provided by~~used for operating activities was primarily a result of $136.8 million of tax refunds received during April 2021, the ~~temporary closure~~timing and level of ~~all~~revenues earned during each period and the timing of ~~our theatres effective March 18, 2020.~~ payments to vendors for expenses incurred during each period, partially offset by payments of previously deferred rent.

As discussed in Note 4 ofto our condensed consolidated financial statements, we negotiated the deferral of rent and other lease-related payments ~~for the second and third quarters of~~in 2020 with many of our landlords, resulting in approximately ~~$62.6~~$56.0 million in deferred lease payments as of ~~September~~June 30, ~~2020. We began to repay previously deferred amounts during the third quarter of 2020, while a majority of the repayments~~2021. Approximately $45.6 million will be ~~made throughout 2021.~~repaid within one year and the remaining $10.4 million will be repaid in subsequent years.

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 $~~(67.5)~~30.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to $~~(196.3)~~46.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The decrease in cash used for investing activities was primarily due to ~~the suspension of non-essential~~reduced capital expenditures ~~in response~~as we continue to ~~the temporary closure of our theatres.~~ limit spend to essential projects.

Capital expenditures for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 were as follows (in millions):

We operated ~~533~~521 theatres with ~~5,974~~5,864 screens worldwide as of ~~September~~June 30, ~~2020.~~2021. Theatres and screens acquired, built and closed during the three months ended ~~September~~June 30, ~~2020~~2021 were as follows:

	January 1, 2020		Built		Closed		September 30, 2020		January 1, 2021		Built		Closed		June 30, 2021
U.S (42 states)
Theatres		345		1		15		331		331		—		(8)		323
Screens		4,645		12		140		4,517		4,507		—		(81)		4,426

International (15 countries)
Theatres		209		1		8		202		200		1		(3)		198
Screens		1,487		16		46		1,457		1,451		6		(19)		1,438

Worldwide
Theatres		554		2		23		533		531		1		(11)		521
Screens		6,132		28		186		5,974		5,958		6		(100)		5,864

As of ~~September~~June 30, ~~2020,~~2021, we had the following signed commitments (costs in millions):

	Theatres		Screens		Estimated Cost ⁽¹⁾		Theatres		Screens		Estimated Cost ⁽¹⁾
Remainder of 2020
Remainder of 2021
U.S.		2		16	$	6.6		3		42	$	33.4
International		—		—		—		2		24		3.7
Total		2		16	$	6.6		5		66	$	37.1

Subsequent to 2020
Subsequent to 2021
U.S.		10		126	$	89.2		5		60	$	37.9
International		10		79		36.8		7		49		24.3
Total		20		205	$	126.0		12		109	$	62.2

Total commitments at September 30, 2020		22		221	$	132.6
Total commitments at June 30, 2021								17		175	$	99.3

Actual expenditures for continued theatre development, remodels and acquisitions are subject to change based upon the availability of attractive opportunities. We 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.

Cash provided by financing activities was ~~$187.6~~$113.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~cash used for financing activities of $(138.4) million for the nine months ended September 30, 2019. The increase in~~ cash provided by financing activities ~~was primarily due~~of $291.0 million for the six months ended June 30, 2020. During the six months ended June 30, 2021, we received a contribution of $120.0 million from our parent company, issued the 5.875% Senior Notes and issued the 5.25% Senior Notes, the proceeds of which were used to redeem the 5.125% Senior Notes and the 4.875% Senior Notes as discussed further below. We paid approximately $17.3 million in debt issuance ~~of 8.750%~~costs and $2.1 million in fees related to these transactions and amendments to our Senior Secured ~~notes~~Credit Facility during the six months ended June 30, 2021. During the six months ended June 30, 2020, we borrowed $98.8 million on ~~April 20, 2020.~~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 Cinemark Holdings, Inc., our parent company, of $42.0 million.

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~~June 30, ~~2020~~2021 (in millions):

Cinemark USA, Inc. term loan	$	641.4	$	636.4
Cinemark USA, Inc. 5.125% senior notes due 2022		400.0
Cinemark USA, Inc. 4.875% senior notes due 2023		755.0
Cinemark USA, Inc. 8.750% senior secured notes due 2025		250.0		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		7.0		31.4
Total long-term debt	$	2,053.4	$	2,087.8
Less current portion		8.0		20.9
Subtotal long-term debt, less current portion	$	2,045.4	$	2,066.9
Less: Debt discounts and debt issuance costs, net of accumulated amortization		26.6		34.1
Long-term debt, less current portion, net of debt issuance costs	$	2,018.8
Long-term debt, less current portion, net of debt discounts and unamortized debt issuance costs			$	2,032.8

As of ~~September~~June 30, ~~2020,~~2021, $~~100.0~~100 million was available for borrowing under the revolving line of credit.

~~In April 2020,~~During the six months ended June 30, 2021, Cinemark USA, Inc. issued ~~$250.0 million 8.750% senior secured notes. Additionally, in May~~the 5.875% Senior Notes and ~~June 2020, our international subsidiaries in Peru~~the 5.25% Senior Notes and ~~Colombia borrowed $7.2 million under four separate loan agreements.~~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 June 30, ~~2020,~~2021, reflecting these ~~additional obligations.~~changes.

~~(2) A~~mounts 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 effect on September 30, 2020. The average interest rates in effect on our fixed rate and variable rate debt are 5.3% and 2.3%, respectively, as of September 30, 2020.

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, ~~2019~~2020 filed ~~February 21, 2020.~~March 3, 2021.

Cinemark USA, Inc. has a senior secured credit facility that includes a $700.0 million term loan and a $100.0 million revolving credit line (the “Credit Agreement”). Under the amended Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through December 31, 2024, with a final principal payment of $613.4 million due on March 29, 2025. Cinemark USA, Inc. had $100.0 million available borrowing capacity on the revolving credit line as of ~~September~~June 30, ~~2020.~~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 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 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 0.50% to 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 1.50% to 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.

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, 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 (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 Cinemark Holdings, Inc.’s issuance of 4.50% Convertible Senior Notes, we 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 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 Cinemark Holdings, Inc.’s 4.50% Convertible Senior Notes.

On June 15, 2021, in conjunction with the issuance of the 5.25% Senior Notes ~~by Cinemark Holdings, Inc., Cinemark USA, Inc.’s parent company, which occurred on August 21, 2020.~~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 6 of our condensed consolidated financial statements for discussion of the interest rate swaps.

At ~~September~~June 30, ~~2020,~~2021, there was ~~$641.4~~$636.4 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 ~~at September~~as of June 30, ~~2020~~2021 was approximately 3.4% per annum, after giving effect to the interest rate swap agreements discussed above.

On ~~December 18, 2012,~~March 16, 2021, Cinemark USA, Inc. issued ~~$400.0~~$405 million aggregate principal amount of ~~5.125% Senior Notes~~5.875% senior notes due ~~2022,~~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 ~~5.125%~~5.875% Senior Notes is payable on ~~June~~March 15 and ~~December~~September 15 of each ~~year.~~year, beginning September 15, 2021. The ~~5.125%~~5.875% Senior Notes mature on ~~December~~March 15, ~~2022.~~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.

The indenture to the ~~5.125%~~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. As of ~~September~~June 30, ~~2020,~~2021, Cinemark USA, Inc. could have distributed up to approximately ~~$3,014.7 million~~$2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the ~~5.125%~~4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in the indenture, ~~governing~~ the ~~5.125% Senior Notes, Cinemark USA, Inc.~~Company would be required to make an offer to repurchase the ~~5.125%~~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 ~~5.125%~~5.875% Senior Notes allows 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~~June 30, ~~2020~~2021 was ~~approximately 0.3~~below zero.

March 15, 2023, Cinemark USA, Inc. ~~4.875%~~may redeem all or any part of the 5.875% Senior Notes

~~On May 24, 2013,~~ 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. ~~issued $530.0 million aggregate principal amount of 4.875%~~may redeem the 5.875% Senior Notes ~~due~~in whole or in part at redemption prices specified in the indenture. In addition, prior to March 15, 2023, ~~at par value (the “4.875% Senior Notes”). On March 21, 2016,~~ Cinemark USA, Inc. ~~issued an additional $225.0 million~~may redeem up to 40% of the aggregate principal amount of the ~~4.875%~~5.875% Senior Notes from the net proceeds of certain equity offerings at ~~99.0%~~the redemption price set forth in the indenture.

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 ~~from December 1, 2015. These additional 4.875%~~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 ~~have identical terms, other than the issue date, the issue price~~was fully satisfied and ~~the first interest~~discharged.

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 ~~date, and constitute part~~ of ~~the same series as the Company’s existing~~fees, were used to redeem all of Cinemark USA’s 4.875% $755 million aggregate principal amount of Senior ~~Notes.~~Notes due 2023 (the “4.875% Senior Notes”). Interest on the ~~4.875%~~5.25% Senior Notes is payable on ~~June 1~~January 15 and ~~December 1~~July 15 of each ~~year.~~year, beginning January 15, 2022. The ~~4.875%~~5.25% Senior Notes mature on ~~June 1, 2023.~~July 15, 2028.

The indenture to the ~~4.875%~~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. As of ~~September~~June 30, ~~2020,~~2021, Cinemark USA, Inc. could have distributed up to approximately ~~$3,008.9 million~~$2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the ~~4.875%~~5.25% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in the indenture, ~~governing~~ the ~~4.875% Senior Notes, Cinemark USA, Inc.~~Company would be required to make an offer to repurchase the ~~4.875%~~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 ~~4.875%~~5.25% Senior Notes allows 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~~June 30, ~~2020~~2021 was ~~approximately 0.3~~below zero.

Prior to 1.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.

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.

On April 20, 2020, ~~the Company~~Cinemark USA, Inc. issued ~~$250,000~~$250 million 8.750% senior secured notes (the “8.750% Secured Notes”). The 8.750% ~~Secured~~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 ~~$50,000,~~$50 million, the 8.750% ~~Secured~~Senior Notes s 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 ~~$50,000,~~$50 million, the 8.750% ~~Secured~~Senior Notes will mature on February 28, 2023. Interest on the 8.750% ~~Secured~~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.

The ~~8.750% Secured Notes and the guarantees will be the Company’s and its guarantors’ senior obligations and they will:~~

~~The~~ indenture to the 8.750% Secured 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. As of ~~September~~June 30, ~~2020,~~2021, Cinemark USA, Inc. could have distributed up to approximately

~~$3,295.3 million~~ $2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 8.750% Secured Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in the indenture governing the 8.750% Secured Notes, Cinemark USA, Inc. would be required to make an offer to repurchase 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 repurchase. The indenture governing the 8.750% Secured Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies a 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 ~~2.0~~2 to 1 and our actual ratio as of ~~September~~June 30, ~~2020~~2021 was ~~approximately 0.2 to 1.~~ below zero.

During ~~May 2020,~~the six months ended June 30, 2021, certain of our ~~subsidiary in Peru~~international subsidiaries borrowed ~~the USD equivalent~~an aggregate of ~~$2.8~~$9.0 million under various local bank loans. Below is a ~~loan that bears interest at approximately 1%. Principal payments are due monthly beginning in July~~summary of these loans:

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 six months ended June 30, 2021 ~~through~~was $7.3 million. Total deposits made 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 June ~~2023. Accrued and unpaid interest is to be paid when principal payments are due. We are subject to certain customary negative covenants~~30, 2021. These restricted cash amounts do not impact the Applicable Amount as defined under the ~~loan.~~

~~During May, June and September 2020, our subsidiary~~Credit Agreement or the restricted payments as defined in ~~Colombia borrowed~~ the ~~USD equivalent of $4.4 million under three variable rate loans. Monthly principal payments due under~~indentures to the notes borrowed in May and June are due beginning in December 2020 over 30 months and monthly principal payments due under the notes borrowed in September are due beginning in October 2021 over 48 months. Accrued and unpaid interest is to be paid when principal payments are due. The variable interest rates on the loans ranged from approximately 7.0% to 9.0% as ~~of September 30, 2020. We are subject to certain customary negative covenants and ratio covenants under the loans.~~described above.

As of ~~September~~June 30, ~~2020,~~2021, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

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

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~~June 30, ~~2020,~~2021, we had an aggregate of approximately ~~$48.8~~$67.8 million of variable rate debt outstanding. Based on the interest rates in effect on the variable rate debt outstanding at ~~September~~June 30, ~~2020,~~2021, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately ~~$0.5~~$0.7 million.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of ~~September~~June 30, ~~2020:~~2021:

	Expected Maturity for the Twelve-Month Periods Ending September 30,																Average			Expected Maturity for the Twelve-Month Periods Ending June 30,																	Average
	(in millions)																Interest			(in millions)																	Interest
	2021		2022		2023		2024		2025		Thereafter		Total		Fair Value		Rate			2022		2023		2024		2025		2026		Thereafter		Total		Fair Value		��	Rate
Fixed rate	$	—	$	—	$	1,155.0	$	—	$	850.0	$	—	$	2,005.0	$	1,795.8		5.3	%	$	—	$	—	$	—	$	850.0	$	405.0	$	765.0	$	2,020.0	$	2,060.6			5.3	%
Variable rate ⁽¹⁾		8.0		9.5		8.7		6.9		15.3		—		48.4		43.9		2.3	%		20.9		14.4		9.2		16.9		0.1		6.3		67.8		66.7			2.9	%
Total debt	$	8.0	$	9.5	$	1,163.7	$	6.9	$	865.3	$	—	$	2,053.4	$	1,839.7				$	20.9	$	14.4	$	9.2	$	866.9	$	405.1	$	771.3	$	2,087.8	$	2,127.3

All of our interest rate swap agreements qualify for cash flow hedge accounting. The fair values of the 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 6 to the condensed consolidated financial statements for further discussion of the interest rate swap agreements.

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, ~~2019~~2020 filed ~~February 21, 2020.~~March 3, 2021.

As of ~~September~~June 30, ~~2020,~~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~~June 30, ~~2020,~~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.

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~~June 30, ~~2020~~2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the discussion at Note 18, 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, ~~2019~~2020 filed ~~February 21, 2020~~March 3, 2021.

See discussion in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed ~~February 21, 2020~~,March 3, 2021, as updated by ~~the~~ risk factors ~~below.~~

~~Our substantial indebtedness could adversely affect our financial condition.~~

We currently have a substantial amount of indebtedness. This substantial amount of indebtedness could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, stock repurchases or other purposes. It may also increase our vulnerability to adverse economic, market and industry conditions (including the impact of COVID-19), limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels.

~~A lowering or withdrawal of the ratings assigned or a change in outlook to our outstanding debt securities by~~

~~rating agencies may increase our future borrowing costs and reduce our access to capital.~~

Our debt currently has a non-investment grade rating, and any rating assigned could be lowered (or outlook thereof could be changed) or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our business or industry, including as a result of COVID-19, so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. In particular, our access to the capital markets may be impacted, our other funding sources may decrease, the cost of debt may increase as a result of increased interest rates or fees, and we may be required to provide additional credit assurances, including collateral, under certain contracts or arrangements.

The COVID-19 pandemic has disrupted and is expected to continue to disrupt our industry and our business and could continue to materially affect our financial condition and results of operations for an extended period of time.

The outbreak of the COVID-19 pandemic has disrupted, and we expect it will continue to disrupt, our industry and our business for an extended period of time. While we have reopened 252 of our domestic theatres and 15 of our international theatres as of September 30, 2020, our business, results of operations, liquidity, cash flows and financial conditions continue to be severely impacted by the COVID-19 pandemic. One of the key factors that have materially affected our business is the availability of new films for exhibition at our theatres. Due to the COVID-19 pandemic, production of films has been temporarily halted or delayed and new film releases have been postponed, resultingincluded in a drastic reduction in the volume of new films available for theatrical exhibition. Even when new films are available, studios have reduced the window for video and digital releases or have released directly to alternative film distribution channels such as streaming services and bypassed a theatrical release.

~~In addition to the impact~~Form 8-K that was filed on film product availability for theatrical exhibition, governmental restrictions such as limitations on capacity and food and beverage sales continue to hurt our results of operations, liquidity and cash flows. As the COVID-19 pandemic continues to spike, there could be additional federal, state or local responses that further restrict in-person gathering and/or movement of guests or otherwise impact our business.March 4, 2021.

~~We cannot predict when the effects of the COVID-19 pandemic will subside or if business will return to normal levels of operation.~~

~~Our results of operations may be impacted by shrinking video and digital release windows.~~

The average video and digital release window, which represents the time that elapses from the date of a film’s theatrical release to the date a film is available for DVD, has been approximately ninety days and digital purchase for ownership (also known as electronic sell-through) has been approximately seventy-four days for the past several years. During the COVID-19 pandemic, certain studios have reduced the release windows further than ninety days or eliminated them altogether. If our patrons continue to choose to wait for an in-home release rather than attend a theatre to view the film, it may continue to adversely impact our business and results of operations, financial condition and cash flows. The release windows, which are determined by the studios, may be reduced further or be eliminated altogether, which could have an adverse impact on our business and results of operation.

~~We may not be able to generate additional revenues or continue to realize value from our investment in NCM.~~

As of September 30, 2020, we owned 40,850,068 common units of NCM, which represented an ownership interest in NCM of approximately 25%. We receive monthly theatre access and advertising fees under our Exhibitor Services Agreement with NCM and we are entitled to receive mandatory quarterly distributions of excess cash from NCM. During the nine months ended September 30, 2020 and 2019, the Company received approximately $27.7 million and $35.5 million in other revenues from NCM, respectively, $14.2 million and $18.5 million in cash distributions recorded as a reduction of our investment in NCM, respectively, and $7.0 million and $9.2 million in cash distributions in excess of our investment in NCM, respectively. Cinema advertising is a small component of the U.S. advertising market and therefore, NCM competes with larger, more established and well known media platforms such as broadcast radio and television, cable and satellite television, outdoor advertising and Internet portals. In-theatre advertising may not continue to attract advertisers or NCM’s in-theatre advertising format may not continue to be received favorably by theatre patrons. If NCM is unable to continue to generate consistent advertising revenues, its results of operations may be adversely affected and our investment in and distributions and revenues from NCM may be adversely impacted. NCM revenues and excess cash distributions have been significantly impacted by the COVID-19 pandemic and resulting temporary theatre closures. Future NCM revenues and excess cash distributions from NCM to the Company will depend on the reopening of theatres.

Each of our common units in NCM is convertible into one share of NCM, Inc. common stock. The market value of NCM, Inc.’s stock price may vary due to the performance of the business, industry trends, general and economic conditions and other factors. If NCM, Inc.’s stock price declines below our carrying value for an extended period of time, we may record an impairment in our investment. As a result of the COVID-19 pandemic, the stock price of NCM, Inc. has remained below the Company’s book value for approximately seven months.

As required by the indentures governing the Company’s ~~5.125%~~5.875% Senior Notes, ~~4.875%~~5.25% Senior Notes and 8.750% Senior Secured Notes, collectively “the senior notes”, the Company has included in this filing, interim financial information for its subsidiaries that have been designated as unrestricted subsidiaries, as defined by the indentures. As required by these indentures, the Company has included an unaudited condensed consolidating balance sheet and unaudited condensed consolidating statements of ~~income (loss),~~loss, comprehensive ~~income (loss)~~loss and cash flows for the Company and its subsidiaries. See Liquidity and Capital Resources at Part I - Item 2 for discussion of the senior notes, including relevant covenants and restrictions. The following supplementary schedules separately identify the Company’s restricted subsidiaries and unrestricted subsidiaries as required by the indentures.

	Restricted		Unrestricted								Restricted		Unrestricted
	Group		Group			Eliminations			Consolidated		Group		Group			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	334,903	$	96,053		$	—		$	430,956	$	233,048	$	88,049		$	—		$	321,097
Other current assets		342,521		(104,355	)		(52,114	)		186,052		278,628		(111,700	)		(4,286	)		162,642
Total current assets		677,424		(8,302	)		(52,114	)		617,008		511,676		(23,651	)		(4,286	)		483,739
Theatre properties and equipment, net		1,545,823		—			—			1,545,823		1,492,564		—			—			1,492,564
Operating lease right-of-use assets, net		1,286,224		—			—			1,286,224		1,229,587		—			—			1,229,587
Other assets		1,860,839		488,175			(362,457	)		1,986,557		1,820,176		321,352			(370,542	)		1,770,986
Total assets	$	5,370,310	$	479,873		$	(414,571	)	$	5,435,612	$	5,054,003	$	297,701		$	(374,828	)	$	4,976,876
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	7,965	$	—		$	—		$	7,965	$	20,910	$	—		$	—		$	20,910
Current portion of operating lease obligations		216,382		—			—			216,382		211,468		—			—			211,468
Current portion of finance and capital lease obligations		16,224		—			—			16,224		14,439		—			—			14,439
Accounts payable and accrued expenses		378,947		20			(2,114	)		376,853		400,843		18			(4,286	)		396,575
Total current liabilities		619,518		20			(2,114	)		617,424		647,660		18			(4,286	)		643,392
Long-term liabilities
Long-term debt, less current portion		2,274,257		—			(255,438	)		2,018,819		2,296,307		—			(263,523	)		2,032,784
Operating lease obligations, less current portion		1,137,822		—			—			1,137,822		1,085,539		—			—			1,085,539
Finance and capital lease obligations, less current portion		128,727		—			—			128,727		109,327		—			—			109,327
Other long-term liabilities and deferrals		478,543		58,928			—			537,471		505,122		18,680			—			523,802
Total long-term liabilities		4,019,349		58,928			(255,438	)		3,822,839		3,996,295		18,680			(263,523	)		3,751,452
Commitments and contingencies
Equity		731,443		420,925			(157,019	)		995,349		410,048		279,003			(107,019	)		582,032
Total liabilities and equity	$	5,370,310	$	479,873		$	(414,571	)	$	5,435,612	$	5,054,003	$	297,701		$	(374,828	)	$	4,976,876

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF ~~INCOME (LOSS)~~LOSS INFORMATION

	Restricted			Unrestricted									Restricted			Unrestricted
	Group			Group			Eliminations			Consolidated			Group			Group			Eliminations			Consolidated
Revenues	$	588,068		$	—		$	—		$	588,068		$	409,013		$	—		$	—		$	409,013
Cost of operations											—												—
Theatre operating costs		715,026			—			—			715,026			449,723			—			—			449,723
General and administrative expenses		97,643			2			—			97,645			71,776			18			—			71,794
Depreciation and amortization		191,380			—			—			191,380			135,080			—			—			135,080
Impairment of long-lived assets		38,714			2,500			—			41,214
Restructurring costs		20,062			—			—			20,062
Restructuring costs														(948	)		—			—			(948	)
Loss on disposal of assets and other		(10,997	)		—			—			(10,997	)		6,863			—			—			6,863
Total cost of operations		1,051,828			2,502			—			1,054,330			662,494			18			—			662,512
Operating loss		(463,760	)		(2,502	)		—			(466,262	)		(253,481	)		(18	)		—			(253,499	)
Other income (expense)
Interest expense		(96,807	)		(3	)		8,868			(87,942	)		(62,976	)		(1	)		1,399			(61,578	)
Loss on extinguishment of debt														(6,527	)		—			—			(6,527	)
Equity in loss of affiliates		(4,036	)		(23,675	)		—			(27,711	)		(8,377	)		(6,538	)		—			(14,915	)
Dividend income from affiliates		50,000			—			(50,000	)		—
Distributions from NCM		—			6,975			—			6,975			—			77			—			77
Interest expense - NCM		(17,726	)		—			—			(17,726	)		(11,797	)		—			—			(11,797	)
Other income (expense)		(2,408	)		9,301			(8,868	)		(1,975	)
Other income														3,770			1,411			(1,399	)		3,782
Total other income (expense)		(70,977	)		(7,402	)		(50,000	)		(128,379	)		(85,907	)		(5,051	)		—			(90,958	)
Income (loss) before income taxes		(534,737	)		(9,904	)		(50,000	)		(594,641	)
Loss before income taxes														(339,388	)		(5,069	)		—			(344,457	)
Income taxes		(206,400	)		(13,887	)		—			(220,287	)		(3,041	)		(847	)		—			(3,888	)
Net income (loss)		(328,337	)		3,983			(50,000	)		(374,354	)
Net loss														(336,347	)		(4,222	)		—			(340,569	)
Less: Net loss attributable to noncontrolling interests		(702	)		—			—			(702	)		(416	)		—			—			(416	)
Net income (loss) attributable to Cinemark USA, Inc.	$	(327,635	)	$	3,983		$	(50,000	)	$	(373,652	)
Net loss attributable to Cinemark USA, Inc.													$	(335,931	)	$	(4,222	)	$	—		$	(340,153	)

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.

	Restricted			Unrestricted								Restricted			Unrestricted
	Group			Group		Eliminations			Consolidated			Group			Group			Eliminations		Consolidated
Net income (loss)	$	(328,337	)	$	3,983	$	(50,000	)	$	(374,354	)
Net loss												$	(336,347	)	$	(4,222	)	$	—	$	(340,569	)
Other comprehensive income (loss), net of tax
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $3,696, net of settlements		(16,794	)		—		—			(16,794	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $2,847, net of settlements													6,450			—			—		6,450
Foreign currency translation adjustments		(62,830	)		—		—			(62,830	)		(1,206	)		—			—		(1,206	)
Total other comprehensive loss, net of tax		(79,624	)		—		—			(79,624	)		5,244			—			—		5,244
Total comprehensive income (loss), net of tax		(407,961	)		3,983		(50,000	)		(453,978	)
Total comprehensive loss, net of tax													(331,103	)		(4,222	)		—		(335,325	)
Comprehensive loss attributable to noncontrolling interests		702			—		—			702			416			—			—		416
Comprehensive income (loss) attributable to Cinemark USA, Inc.	$	(407,259	)	$	3,983	$	(50,000	)	$	(453,276	)
Comprehensive loss attributable to Cinemark USA, Inc.												$	(330,687	)	$	(4,222	)	$	—	$	(334,909	)

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.

	Restricted			Unrestricted									Restricted				Unrestricted
	Group			Group			Eliminations			Consolidated			Group				Group			Eliminations			Consolidated
Operating activities																��
Net income	$	(328,337	)	$	3,983		$	(50,000	)	$	(374,354	)
Adjustments to reconcile net income to cash provided by operating activities		211,568			54,105			—			265,673
Net loss													$	(336,347	)		$	(4,222	)	$	—		$	(340,569	)
Adjustments to reconcile net loss to cash used for operating activities														154,285				6,602			—			160,887
Changes in assets and liabilities		(85,983	)		(27,744	)		50,000			(63,727	)		160,584				(2,306	)		—			158,278
Net cash (used for) provided by operating activities		(202,752	)		30,344			—			(172,408	)
Net cash used for operating activities														(21,478	)			74			—			(21,404	)
Investing activities
Additions to theatre properties and equipment		(67,618	)		—			—			(67,618	)		(32,819	)			—			—			(32,819	)
Proceeds from sale of theatre properties and equipment and other		212			—			—			212			1,995				—			—			1,995
Dividends received from subsidiary		50,000			—			(50,000	)		—
Loan to parent/subsidiaries		—			(8,288	)		8,238			(50	)
Investments and loans to affliates														—				(6,785	)		6,785			—
Net cash used for investing activities		(17,406	)		(8,288	)		(41,762	)		(67,456	)		(30,824	)			(6,785	)		6,785			(30,824	)
Financing activities
Dividends paid to parent		(42,000	)		(50,000	)		50,000			(42,000	)
Contributions from parent														120,000				—			—			120,000
Borrowings from parent/subsidiary		8,238			—			(8,238	)		—			6,785				—			(6,785	)		—
Proceeds from other borrowings		257,167			—			—			257,167
Proceeds from issuance of senior notes and other borrowings														1,179,012				—			—			1,179,012
Redemption of senior notes														(1,155,000	)			—			—			(1,155,000	)
Repayments on long-term debt		(4,947	)		—			—			(4,947	)		(4,204	)			—			—			(4,204	)
Payment of debt issue costs		(7,859	)		—			—			(7,859	)		(17,272	)			—			—			(17,272	)
Payments on finance leases		(11,497	)		—			—			(11,497	)		(7,373	)			—			—			(7,373	)
Other		(3,257	)		—			—			(3,257	)		(2,070	)			—			—			(2,070	)
Net cash used for financing activities		195,845			(50,000	)		41,762			187,607			119,878				—			(6,785	)		113,093
Effect of exchange rate changes on cash and cash equivalents		(5,002	)		—			—			(5,002	)		(306	)			—			—			(306	)
Decrease in cash and cash equivalents		(29,315	)		(27,944	)		—			(57,259	)		67,270				(6,711	)		—			60,559
Cash and cash equivalents:
Beginning of year		364,218			123,997			—			488,215			165,778				94,760			—			260,538
End of year	$	334,903		$	96,053		$	—		$	430,956		$	233,048			$	88,049		$	—		$	321,097

Note: “Restricted Group” and “Unrestricted Group” are defined in the indentures for the senior notes.

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.

Texas		75-2206284
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements	4

		Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (unaudited)	4

		Condensed Consolidated Statements of ~~Income (Loss)~~Loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)	5

		Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (unaudited)	6

		Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~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	3328

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4642

	Item 4.	Controls and Procedures	4642

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	4743

	Item 1A.	Risk Factors	4743

	Item 5	Other Information	4843

	Item 6.	Exhibits	5348

SIGNATURES			5449

						Estimated
						Fair Value at
Notional						September 30,
Amount		Effective Date	Pay Rate	Receive Rate	Expiration Date	2020 ⁽¹⁾
$	137,500	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024	$	10,719
$	175,000	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		13,647
$	137,500	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		11,192
$	150,000	March 31, 2020	0.57%	1-Month LIBOR	March 31, 2022		926
					Total	$	36,484

						Estimated
						Fair Value at
Notional						June 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	$	7,236
$	175,000	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		9,215
$	137,500	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		7,592
$	150,000	March 31, 2020	0.57%	1-Month LIBOR	March 31, 2022		507
					Total	$	24,550

	Three Months Ended			Three Months ended		Nine Months Ended			Nine Months Ended
	September 24, 2020			September 26, 2019		September 24, 2020			September 26, 2019
Gross revenues	$	6,000		$	110,513	$	74,700		$	297,613
Operating income (loss)	$	(20,073	)	$	39,349	$	(38,973	)	$	87,949
Net income (loss)	$	(34,950	)	$	25,307	$	(81,350	)	$	45,907


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

	As of			As of
	July 1, 2021			December 31, 2020
Current assets	$	114,665		$	142,566
Noncurrent assets	$	674,769		$	685,643
Current liabilities	$	40,546		$	46,872
Noncurrent liabilities	$	1,115,424		$	1,072,207
Members deficit	$	(366,536	)	$	(290,870	)

	DCIP			AC JV, LLC			DCDC			FE Concepts			Other			Total
Balance at January 1, 2020	$	124,696		$	5,022		$	3,169		$	19,519		$	2,879		$	155,285
Cash distributions received		(10,383	)		0			(878	)		0			0			(11,261	)
Equity loss		(20,083	)		(618	)		(1,197	)		(1,003	)		0			(22,901	)
Other		50			0			0			0			(2,584	)		(2,534	)
Balance at September 30, 2020	$	94,280		$	4,404		$	1,094		$	18,516		$	295		$	118,589

		Six Months Ended
Investee	Transactions	June 30, 2021			June 30, 2020
AC JV, LLC	Event fees paid ⁽¹⁾	$	587		$	2,258
DCDC	Content delivery fees paid ⁽¹⁾	$	211		$	208
FE Concepts	Theatre service fees received ⁽²⁾	$	(31	)	$	(10	)

	Number of
	Shares		Value at
	Vesting		Grant
at IRR of at least 6%		190,707	$	6,125
at IRR of at least 8%		286,060	$	9,188
at IRR of at least 14%		436,681	$	14,026

	U.S. Operating Segment		International Operating Segment		Total
Balance at January 1, 2021 ⁽¹⁾	$	1,182,853	$	70,987	$	1,253,840
Foreign currency translation adjustments		—		1,310		1,310
Balance at June 30, 2021 ⁽¹⁾	$	1,182,853	$	72,297	$	1,255,150

	Balance at January 1, 2021			Amortization			Other ⁽¹⁾		Balance at June 30, 2021
Intangible assets with finite lives:
Gross carrying amount	$	82,432		$	—		$	117	$	82,549
Accumulated amortization		(68,416	)		(1,326	)		0		(69,742	)
Total net intangible assets with finite lives	$	14,016		$	(1,326	)	$	117	$	12,807

Intangible assets with indefinite lives:
Tradename and other		300,179			—			0		300,179
Total intangible assets, net	$	314,195		$	(1,326	)	$	117	$	312,986

	Balance at January 1, 2020			Amortization			Other ⁽¹⁾			Balance at September 30, 2020
Intangible assets with finite lives:
Gross carrying amount	$	85,007		$	—		$	(2,018	)	$	82,989
Accumulated amortization		(63,924	)		(3,569	)		0			(67,493	)
Total net intangible assets with finite lives	$	21,083		$	(3,569	)	$	(2,018	)	$	15,496

Intangible assets with indefinite lives:
Tradename and other		300,686			—			(613	)		300,073
Total intangible assets — net	$	321,769		$	(3,569	)	$	(2,631	)	$	315,569

	~~Impairment~~	~~Asset~~	~~Valuation~~	~~Valuation~~
	~~Test~~	~~Category~~	~~Approach~~	~~Multiple~~

~~First Quarter~~	~~Quantitative~~	~~Goodwill~~	~~Market~~ ⁽¹⁾	~~8 times~~
		~~Tradename Intangible Assets~~	~~Income~~	~~N/A~~
		~~Other Long-Lived Assets~~	~~Market~~	~~6 times~~

~~Second Quarter~~	~~Qualitative~~	~~Goodwill~~	~~N/A~~	~~N/A~~
		~~Tradename Intangible Assets~~	~~N/A~~	~~N/A~~
		~~Other Long-Lived Assets~~	~~N/A~~	~~N/A~~

~~Third Quarter~~	~~Quantitative~~	~~Goodwill~~	~~Market~~ ⁽¹⁾	~~2.9 to 7 times~~
		~~Tradename Intangible Assets~~	~~Income~~	~~N/A~~
		~~Other Long-Lived Assets~~	~~Market~~	~~3.2 to 6 times~~

					Other Comprehensive Loss for
	Exchange Rate as of				Six Months Ended
Country	June 30, 2021		December 31, 2020		June 30, 2021			June 30, 2020
Brazil		4.97		5.20	$	2,766		$	(49,478	)
Chile		729.44		714.14		(1,401	)		(8,233	)
Colombia		3,756.67		3,432.50		(134	)		(2,523	)
Peru		3.90		3.65		(1,959	)		(2,480	)
All other						(478	)		1,387
					$	(1,206	)	$	(61,327	)

					Other Comprehensive Income (Loss) for
	Exchange Rate as of				Nine Months Ended
Country	September 30, 2020		December 31, 2019		September 30, 2020			September 30, 2019
Brazil		5.63		4.02	$	(51,453	)	$	(14,492	)
Chile		785.93		736.86		(5,046	)		(4,017	)
Colombia		3,878.95		3,277.14		(2,584	)		(1,507	)
Peru		3.62		3.37		(3,187	)		(203	)
All other						(560	)		491
					$	(62,830	)	$	(19,728	)

	As of September 30, 2020
	Parent		Guarantors
Summary Balance Sheet Information
Current assets	$	341,689	$	186,027
Noncurrent assets	$	4,410,997	$	1,396,608
Current liabilities	$	536,760	$	138,020
Long-term liabilities	$	3,231,989	$	474,683
Stockholder's equity	$	983,937	$	969,933

	As of December 31, 2019
	Parent		Guarantors
Summary Balance Sheet Information
Current assets	$	244,063	$	444,481
Noncurrent assets	$	4,820,174	$	1,403,687
Current liabilities	$	573,273	$	147,366
Long-term liabilities	$	3,029,265	$	500,566
Stockholder's equity	$	1,461,699	$	1,200,236

	Nine Months Ended September 30, 2020
	Parent			Guarantors
Summary Income Statement Information
Revenues	$	224,915		$	266,091
Operating loss	$	(193,236	)	$	(161,599	)
Net loss	$	(373,653	)	$	(157,502	)

Period	New Theatres		Existing Theatres		Total
Nine Months Ended September 30, 2020	$	18.7	$	48.9	$	67.6
Nine Months Ended September 30, 2019	$	54.7	$	131.8	$	186.5

	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⁾	$	2,053.4	$	8.0	$	1,173.2	$	872.2	$	—
Scheduled interest payments on long-term debt ⁽²⁾	$	335.2	$	101.2	$	173.1	$	60.9	$	—

		Page
Unaudited Condensed Consolidating Balance Sheet Information as of ~~September~~June 30, ~~2020~~2021		5044

Unaudited Condensed Consolidating Statement of ~~Income (Loss)~~Loss Information for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021		5145

Unaudited Condensed Consolidating Statement of Comprehensive ~~Income (Loss)~~Loss Information for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021		5246

Unaudited Condensed Consolidating Statement of Cash Flows Information for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021		5347


~~4.1~~10.1		Seventh Amendment to Indenture of Lease, dated as of ~~April 20, 2020, among Cinemark USA,~~July 9, 2021, by and between Syufy Enterprises, L.P. as landlord and Century Theatres, Inc., ~~the Guarantors named therein and Wells Fargo Bank, N.A.,~~ as ~~trustee and collateral agent, governing the 8.750% senior secured notes issued thereunder~~tenant, for Cinedome 12, Henderson, NV (incorporated by reference to Exhibit ~~4.1 to~~10.1 of Cinemark Holdings, Inc.~~’s Current~~ Quarterly Report on Form ~~8-K,~~10-Q, File No. 001-33401, filed ~~on April 20, 2020)~~August 6, 2021).

~~4.2~~10.2		~~Form~~Seventh Amendment, dated as of ~~8.750% senior secured notes~~July 9, 2021, to Indenture of ~~Cinemark USA,~~Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. ~~(contained in the Indenture listed~~(succeeded by Century Theatres, Inc.), as ~~Exhibit 4.1 above)~~tenant, for Century 14, Folsom, CA (incorporated by reference to Exhibit ~~4.1 to~~10.2 of Cinemark Holdings, Inc.~~’s Current~~ Quarterly Report on Form ~~8-K,~~10-Q, File No. 001-33401, filed ~~on April 20, 2020)~~August 6, 2021).

~~10.1~~10.3		~~Eighth~~Sixth Amendment, ~~and Waiver~~dated as of July 9, 2021, to ~~the Amended and Restated Credit Agreement,~~Indenture of Lease, dated as of April 17, ~~2020,~~1998, by and ~~among Cinemark Holdings,~~between Syufy Enterprises, L.P., as landlord and Century Theatres, Inc., ~~Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC,~~ as ~~administrative agent, and the other agents party thereto~~tenant, for Century Larkspur, Larkspur, CA (incorporated by reference to Exhibit ~~10.1 to~~10.3 of Cinemark Holdings, Inc.~~’s Current~~ Quarterly Report on Form ~~8-K,~~10-Q, File No. 001-33401, filed ~~on April 20, 2020)~~August 6, 2021).

*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		The following material from Cinemark USA, Inc.’s Form 10-Q for the quarter ended ~~September~~June 30, ~~2020, filed August 5, 2020,~~2021, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of ~~Income (Loss),~~Loss, (iii) the Condensed Consolidated Statements of Comprehensive ~~Income (Loss),~~Loss, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

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

		CINEMARK USA, INC.
		Registrant

DATE:	~~November~~August 6, ~~2020~~2021

		/s/Mark Zoradi
		Mark Zoradi
		Chief Executive Officer

		/s/Sean Gamble
		Sean Gamble
		Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company