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 July ~~24, 2020, 117,674,000~~30, 2021, 119,627,128 shares of common stock were issued and outstanding.

Certain matters within this Quarterly Report on Form 10Q include “forward–looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” may include our current expectations, assumptions, estimates and projections about our business and our industry. They may include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. Forward-looking statements can be identified by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict, including, among others, the impacts of COVID-19. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections in, or incorporated by reference to, the Company’s Annual Report on Form 10-K filed February ~~21, 2020, as updated by~~26, 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, and this Quarterly~~Current Report on Form ~~10-Q.~~8-K filed 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.

June 30,

December 31,

2020

2019

Assets

Current assets

Cash and cash equivalents

$
571,755

$
488,313

Inventories

15,584

21,686

Accounts receivable

23,543

83,722

Current income tax receivable

111,558

4,082

Prepaid expenses and other

22,299

37,187

Total current assets

744,739

634,990

Theatre properties and equipment

3,256,215

3,348,237

Less: accumulated depreciation and amortization

1,653,494

1,612,990

Theatre properties and equipment, net

1,602,721

1,735,247

Operating lease right-of-use assets, net

1,315,482

1,383,080

Other assets

Goodwill

1,266,937

1,283,371

Intangible assets, net

317,115

321,769

Investment in NCM

258,706

265,792

Investments in affiliates

131,130

155,285

Long-term deferred tax asset

15,056

9,369

Deferred charges and other assets, net

38,229

39,114

Total other assets

2,027,173

2,074,700

Total assets

$
5,690,115

$
5,828,017

Liabilities and equity

Current liabilities

Current portion of long-term debt

$
7,349

$
6,595

Current portion of operating lease obligations

213,124

217,406

Current portion of finance lease obligations

15,958

15,432

Current income tax payable

510

5,195

Current liability for uncertain tax positions

—

13,446

Accounts payable and accrued expenses

359,178

450,726

Total current liabilities

596,119

708,800

Long-term liabilities

Long-term debt, less current portion

2,117,286

1,771,342

Operating lease obligations, less current portion

1,167,018

1,223,462

Finance lease obligations, less current portion

132,870

141,017

Long-term deferred tax liability

152,319

141,836

Long-term liability for uncertain tax positions

14,533

848

NCM screen advertising advances

348,187

348,354

Other long-term liabilities

63,003

44,036

Total long-term liabilities

3,995,216

3,670,895

Commitments and contingencies (see Note 19)

Equity

Cinemark Holdings, Inc.'s stockholders' equity:

Common stock, $0.001 par value: 300,000,000 shares authorized, 122,516,246 shares issued and 117,681,782 shares outstanding at June 30, 2020 and 121,863,515 shares issued and 117,151,656 shares outstanding at December 31, 2019

122

122

Additional paid-in-capital

1,178,471

1,170,039

Treasury stock, 4,834,464 and 4,711,859 shares, at cost, at June 30, 2020 and December 31, 2019, respectively

(84,365
)

(81,567
)
Retained earnings

414,785

687,332

Accumulated other comprehensive loss

(422,092
)

(340,112
)
Total Cinemark Holdings, Inc.'s stockholders' equity

1,086,921

1,435,814

Noncontrolling interests

11,859

12,508

Total equity

1,098,780

1,448,322

Total liabilities and equity

$
5,690,115

$
5,828,017

	June 30,			December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	595,884		$	655,338
Inventories		14,440			12,593
Accounts receivable		35,312			25,265
Current income tax receivable		39,381			165,151
Prepaid expenses and other		34,664			34,400
Total current assets		719,681			892,747
Theatre properties and equipment		3,387,203			3,403,103
Less: accumulated depreciation and amortization		1,894,639			1,788,041
Theatre properties and equipment, net		1,492,564			1,615,062
Operating lease right-of-use assets, net		1,229,587			1,278,191
Other assets
Goodwill		1,255,150			1,253,840
Intangible assets, net		312,986			314,195
Investment in NCM		147,629			151,962
Investments in affiliates		23,629			23,726
Deferred charges and other assets, net		31,592			33,199
Total other assets		1,770,986			1,776,922
Total assets	$	5,212,818		$	5,562,922

Liabilities and equity
Current liabilities
Current portion of long-term debt	$	20,910		$	18,056
Current portion of operating lease obligations		211,468			208,593
Current portion of finance lease obligations		14,439			16,407
Current income tax payable		0			5,632
Accounts payable and accrued expenses		404,905			357,753
Total current liabilities		651,722			606,441
Long-term liabilities
Long-term debt, less current portion		2,478,626			2,377,162
Operating lease obligations, less current portion		1,085,539			1,138,142
Finance lease obligations, less current portion		109,327			124,609
Long-term deferred tax liability		45,178			79,525
Long-term liability for uncertain tax positions		42,085			19,225
NCM screen advertising advances		350,362			344,255
Other long-term liabilities		52,241			74,594
Total long-term liabilities		4,163,358			4,157,512
Equity
Cinemark Holdings, Inc.'s stockholders' equity:
Common stock, $0.001 par value: 300,000,000 shares authorized, 124,692,629 shares issued and 119,599,788 shares outstanding at June 30, 2021 and 123,627,080 shares issued and 118,576,099 shares outstanding at December 31, 2020		125			124
Additional paid-in-capital		1,182,540			1,245,569
Treasury stock, 5,092,841 and 5,050,981 shares, at cost, at June 30, 2021 and December 31, 2020, respectively		(87,016	)		(87,004	)
Retained earnings (deficit)		(317,329	)		27,937
Accumulated other comprehensive loss		(391,162	)		(398,653	)
Total Cinemark Holdings, Inc.'s stockholders' equity		387,158			787,973
Noncontrolling interests		10,580			10,996
Total equity		397,738			798,969
Total liabilities and equity	$	5,212,818		$	5,562,922

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

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Revenues
Admissions	$	37		$	521,072		$	292,499		$	916,612		$	153,479		$	37		$	209,600		$	292,499
Concession		124			345,282			190,480			596,606			109,814			124			149,302			190,480
Other		8,813			91,402			69,611			159,261			31,359			8,813			50,111			69,611
Total revenues		8,974			957,756			552,590			1,672,479			294,652			8,974			409,013			552,590

Cost of operations
Film rentals and advertising		388			294,705			157,005			504,782			76,587			388			99,792			157,005
Concession supplies		2,379			62,717			37,191			105,788			18,847			2,379			25,987			37,191
Salaries and wages		8,864			108,910			96,408			205,046			50,407			8,864			81,573			96,408
Facility lease expense		65,202			89,480			147,443			175,093			67,213			65,202			132,042			147,443
Utilities and other		34,871			122,696			135,394			233,333			61,185			34,871			110,329			135,394
General and administrative expenses		28,001			44,324			69,019			82,300			37,332			28,001			73,190			69,019
Depreciation and amortization		63,581			64,573			128,837			129,035			66,920			63,581			135,080			128,837
Impairment of long-lived assets		—			12,494			16,619			18,078			—			—			—			16,619
Restructuring costs		19,538			—			19,538			—			(740	)		19,538			(948	)		19,538
Loss on disposal of assets and other		425			1,805			2,330			5,604			2,358			425			6,863			2,330
Total cost of operations		223,249			801,704			809,784			1,459,059			380,109			223,249			663,908			809,784

Operating income (loss)		(214,275	)		156,052			(257,194	)		213,420

Operating loss														(85,457	)		(214,275	)		(254,895	)		(257,194	)
Other income (expense)
Interest expense		(28,372	)		(24,929	)		(53,038	)		(50,070	)		(37,034	)		(31,041	)		(73,587	)		(55,707	)
Amortization of accumulated losses for amended swap agreements		(2,669	)		—			(2,669	)		—
Interest income		803			3,468			2,887			6,159			3,828			803			4,474			2,887
Loss on extinguishment of debt														(3,924	)		—			(6,527	)		—
Foreign currency exchange gain (loss)		916			(401	)		(3,932	)		(379	)		2,327			916			(647	)		(3,932	)
Distributions from NCM		690			2,146			5,914			6,694			—			690			77			5,914
Interest expense - NCM		(5,934	)		(4,732	)		(11,825	)		(9,514	)		(5,962	)		(5,934	)		(11,797	)		(11,825	)
Equity in income (loss) of affiliates		(20,120	)		8,439			(11,634	)		18,843
Equity in loss of affiliates														(8,109	)		(20,120	)		(14,915	)		(11,634	)
Total other expense		(54,686	)		(16,009	)		(74,297	)		(28,267	)		(48,874	)		(54,686	)		(102,922	)		(74,297	)
Loss before income taxes														(134,331	)		(268,961	)		(357,817	)		(331,491	)
Income taxes														7,950			(98,145	)		(6,693	)		(101,253	)
Net loss													$	(142,281	)	$	(170,816	)	$	(351,124	)	$	(230,238	)
Less: Net income (loss) attributable to noncontrolling interests														186			(427	)		(416	)		(258	)
Net loss attributable to Cinemark Holdings, Inc.													$	(142,467	)	$	(170,389	)	$	(350,708	)	$	(229,980	)

Income (loss) before income taxes		(268,961	)		140,043			(331,491	)		185,153
Income taxes		(98,145	)		38,182			(101,253	)		50,099
Net income (loss)	$	(170,816	)	$	101,861		$	(230,238	)	$	135,054
Less: Net income (loss) attributable to noncontrolling interests		(427	)		890			(258	)		1,355
Net income (loss) attributable to Cinemark Holdings, Inc.	$	(170,389	)	$	100,971		$	(229,980	)	$	133,699


Weighted average shares outstanding
Basic		116,666			116,325			116,581			116,253			117,225			116,666			117,200			116,581
Diluted		116,666			116,548			116,581			116,524			117,225			116,666			117,200			116,581

Earnings (loss) per share attributable to Cinemark Holdings, Inc.'s common stockholders
Loss per share attributable to Cinemark Holdings, Inc.'s common stockholders
Basic	$	(1.45	)	$	0.86		$	(1.96	)	$	1.14		$	(1.19	)	$	(1.45	)	$	(2.94	)	$	(1.96	)
Diluted	$	(1.45	)	$	0.86		$	(1.96	)	$	1.14		$	(1.19	)	$	(1.45	)	$	(2.94	)	$	(1.96	)

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

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Net income (loss)

$
(170,816
)

$
101,861

$
(230,238
)

$
135,054

Other comprehensive income (loss), net of tax

Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $275, $1,905, $1,954 and $2,974, net of settlements

849

(5,902
)

(23,322
)

(9,213
)
Other comprehensive loss in equity method investments

—

(22
)

—

(93
)
Foreign currency translation adjustments

(3,702
)

4,925

(61,327
)

5,680

Total other comprehensive loss, net of tax

(2,853
)

(999
)

(84,649
)

(3,626
)
Total comprehensive income (loss), net of tax

(173,669
)

100,862

(314,887
)

131,428

Comprehensive (income) loss attributable to noncontrolling interests

427

(890
)

258

(1,355
)
Comprehensive income (loss) attributable to Cinemark Holdings, Inc.

$
(173,242
)

$
99,972

$
(314,629
)

$
130,073

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(142,281	)	$	(170,816	)	$	(351,124	)	$	(230,238	)
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		(133,276	)		(173,669	)		(345,880	)		(314,887	)
Comprehensive (income) loss attributable to noncontrolling interests		(186	)		427			416			258
Comprehensive loss attributable to Cinemark Holdings, Inc.	$	(133,462	)	$	(173,242	)	$	(345,464	)	$	(314,629	)

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

	Six Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2021			2020
Operating activities
Net income (loss)	$	(230,238	)	$	135,054
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Net loss							$	(351,124	)	$	(230,238	)
Adjustments to reconcile net loss to cash used for operating activities:
Depreciation		126,387			126,551			133,733			126,387
Amortization of intangible and other assets		2,450			2,484			1,347			2,450
Amortization of debt issue costs		2,917			2,655			5,273			2,917
Interest accrued on NCM screen advertising advances								11,797			11,825
Amortization of NCM screen advertising advances and other deferred revenues		(15,795	)		(8,020	)		(16,094	)		(15,795	)
Amortization of accumulated losses for amended swap agreements		2,669			—			2,247			2,669
Interest accrued on NCM screen advertising advances		11,825			—
Impairment of long-lived assets		16,619			18,078			—			16,619
Share based awards compensation expense		8,432			6,646			10,575			8,432
Loss on disposal of assets and other		2,330			5,604			6,863			2,330
Loss on extinguishment of debt								6,527			—
Non-cash rent expense		833			(2,150	)		(679	)		833
Equity in (income) loss of affiliates		11,634			(18,843	)
Equity in loss of affiliates								14,915			11,634
Deferred income tax expenses		3,380			5,840			(13,719	)		3,380
Distributions from equity investees		23,284			19,665			156			23,284
Changes in assets and liabilities and other		(120,597	)		10,015			166,766			(120,597	)
Net cash provided by (used for) operating activities		(153,870	)		303,579
Net cash used for operating activities								(21,417	)		(153,870	)

Investing activities
Additions to theatre properties and equipment		(46,959	)		(115,169	)		(32,819	)		(46,959	)
Acquisition of theatres in the U.S. and international markets, net of cash acquired	—				(10,170	)
Proceeds from sale of theatre properties and equipment and other		198			153			1,995			198
Investment in joint ventures and other, net		(50	)		—			—			(50	)
Net cash used for investing activities		(46,811	)		(125,186	)		(30,824	)		(46,811	)

Financing activities
Dividends paid to stockholders		(42,311	)		(79,620	)		—			(42,311	)
Payroll taxes paid as a result of stock withholdings		(2,798	)		(2,247	)		(12	)		(2,798	)
Proceeds from revolving line of credit		98,800			—			—			98,800
Proceeds from issuance of senior notes								1,170,000			250,000
Proceeds from other borrowings		256,136			—			9,012			6,136
Redemption of senior notes								(1,155,000	)		—
Repayments of long-term debt		(3,298	)		(3,298	)		(4,204	)		(3,298	)
Payment of debt issue costs		(7,858	)		—			(17,272	)		(7,858	)
Fees paid related to debt refinancing								(2,058	)		—
Payments on finance leases		(7,620	)		(7,131	)		(7,373	)		(7,620	)
Other		(392	)		(1,294	)		—			(392	)
Net cash provided by (used for) financing activities		290,659			(93,590	)		(6,907	)		290,659

Effect of exchange rate changes on cash and cash equivalents		(6,536	)		367			(306	)		(6,536	)

Increase in cash and cash equivalents		83,442			85,170
Increase (decrease) in cash and cash equivalents								(59,454	)		83,442

Cash and cash equivalents:
Beginning of period		488,313			426,222			655,338			488,313
End of period	$	571,755		$	511,392		$	595,884		$	571,755

Supplemental information (see Note 16)

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

The Company 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~~26, 2021 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Operating results for the three and six months ended 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’s business has been, and~~Company 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.~~

Because of the Company’s focus on maintaining a healthy balance sheet and low leverage, the Company believes it entered the global COVID-19 crisis in a strong financial position. Even if the Company’s theatres remained closed for the remainder of the year, the Company believes it has sufficient cash to sustain operations into 2021. Nonetheless, the COVID-19 pandemic has had and may continue to have adverse effects on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness. 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, ~~suspended its quarterly dividend,~~and negotiated modified timing and/or abatement of contractual payments with landlords and other major ~~suppliers.~~

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 2017 Tax Cuts and Jobs Act, which makes certain qualified improvement property eligible for bonus depreciation. The Company expects to receive approximately $20,000 in cash tax refunds related to qualified improvement property expenditures from 2018 and 2019, to defer payment of employer social security payroll taxes for 2020, to receive 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, and to apply tax losses incurred in 2020 to prior year income for refunds whensuppliers until its ~~2020 return is filed in 2021. The Company continues to review and evaluate other available potential benefits under the CARES Act as well as any future legislation signed into law during 2020. If~~theatres reopened. In addition, the Company ~~receives certain government disaster relief assistance, it may be subject to certain requirements imposed by the government on the recipients~~suspended its quarterly dividend.

As 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,~~June 30, 2021, 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.~~

~~The Company continues to evaluate availability of new studio content, the status of the COVID-19 pandemic and local government regulations in assessing its reopening plans. The Company~~had reopened ~~five~~all 323 of its domestic theatres ~~in June 2020 as part~~and 152 of its ~~test-and-learn strategy~~198 international theatres. During the three months ended June 30, 2021, the Company showed many new releases along with some library content. Theatre staffing levels remain reduced as compared to ~~define training, communication, implementation and execution of enhanced health and safety protocols. These theatres opened~~pre-COVID levels due to reduced operating hours ~~with library content~~in certain locations and ~~“welcome back” pricing for tickets and concession products~~the Company’s focus on initiatives to ~~encourage patrons to return to the movies.~~enhance productivity. The Company ~~expanded its test-and-learn strategy~~also continues to ~~ten additional theatres on July 31, 2020~~limit capital expenditures to ~~further assess protocols~~essential activities and ~~analyze results in other markets across the U.S.~~projects. The Company ~~is evaluating~~continued to work with landlords and other vendors during the ~~timing of its phased reopening of additional~~six months ended June 30, 2021 to extend payment terms as it reopened theatres ~~which is subject~~and continues to recover from the ~~status~~impacts of the COVID-19 ~~pandemic, local government regulations and availability~~pandemic.

Based on the Company’s current estimates of ~~new studio content. The Company is still evaluating the timing of reopening of its theatres in Latin America.~~

~~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, the Company~~recovery, it believes it ~~can more safely operate theaters while prioritizing~~has, and will generate, sufficient cash to sustain operations. Nonetheless, the ~~health of employees, guests~~COVID-19 pandemic has had, and ~~communities. The Company will continue~~continues to ~~evolve these protocols based~~have, adverse effects on ~~changes to recommendations by the Centers for Disease Control and Prevention and local government mandates, as well as~~ the Company’s ~~experiences as it reopens theatres.~~

~~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 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 13certain domestic and 7 international theatres. The Company recorded $19,538 in restructuring costs on the condensed consolidated statement of income for the three and six months ended June 30, 2020. The following table summarizes the costs of the 2020 Restructuring Plan and the remaining liability at June 30, 2020:

~~The unpaid and accrued restructuring costs of $16,638 are reflected in accounts payable and accrued expenses on the condensed consolidated balance sheet as of June 30, 2020.~~

The following table summarizes activity recorded during the three months ended June 30, 2021:

The remaining accrued restructuring costs of $5,243 are reflected in accounts payable and accrued expenses on the condensed consolidated balance sheet as of June 30, 2021.

~~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~~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.~~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 ~~withheld and/or~~ deferred as of June 30, ~~2020~~2021 were ~~approximately $42,691 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. ~~Additional negotiations of payment terms are still in process.~~

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 months ended June 30, 2020, the Company did not recognize a material amount of negative lease expense related to rent abatement concessions.~~

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

		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 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	$	131	$	1,861	$	1,672	$	3,604	Utilities and other	$	423	$	131	$	868	$	1,672
Real Estate ⁽²⁾⁽³⁾	Facility lease expense		63,460		89,849		145,118		174,634	Facility lease expense		67,679		63,460		131,438		145,118
Total operating lease costs		$	63,591	$	91,710	$	146,790	$	178,238		$	68,102	$	63,591	$	132,306	$	146,790

Finance lease costs
Amortization of leased assets	Depreciation and amortization	$	3,680	$	3,739	$	7,387	$	7,479	Depreciation and amortization	$	3,141	$	3,680	$	6,391	$	7,387
Interest on lease liabilities	Interest expense		1,757		1,984		3,608		4,005	Interest expense		1,491		1,757		3,061		3,608
Total finance lease costs		$	5,437	$	5,723	$	10,995	$	11,484		$	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.

	Six Months Ended				Six Months Ended
	June 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	$	138,025	$	141,264	$	133,621	$	138,025
Cash outflows for finance leases - operating activities	$	3,579	$	3,893	$	3,056	$	3,579
Cash outflows for finance leases - financing activities	$	7,620	$	7,131	$	7,373	$	7,620
Non-cash amount of leased assets obtained in exchange for:
Operating lease liabilities - real estate	$	60,788	$	37,582
Operating lease liabilities - equipment	$	56	$	339
Operating lease liabilities					$	55,227	$	60,844
Finance lease liabilities	$	—	$	—	$	—	$	—

As of June 30, ~~2020,~~2021, the Company had signed lease agreements with total ~~noncancelable~~contractual minimum lease payments of approximately ~~$220,403~~$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 June 30, ~~2020. There were 0 noncancelable lease agreements signed, but not yet commenced, related to equipment leases as of June 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 June 30, ~~2020~~2021 and December 31, ~~2019~~2020 included approximately ~~$7,870~~$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 six months ended June 30, ~~2020~~2021 or June 30, ~~2019.~~2020.

The following tables present revenues for the three and six months ended 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						Six Months Ended						Three Months Ended						Six Months Ended
	June 30, 2020						June 30, 2020						June 30, 2021						June 30, 2021
	U.S.		International				U.S.		International				U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating				Operating		Operating				Operating		Operating
Major Goods/Services	Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated
Admissions revenues	$	37	$	—	$	37	$	232,363	$	60,136	$	292,499	$	140,567	$	12,912	$	153,479	$	189,054	$	20,546	$	209,600
Concession revenues		55		69		124		152,813		37,667		190,480		99,357		10,457		109,814		132,398		16,904		149,302
Screen advertising, screen rental and promotional revenues⁽²⁾		7,883		478		8,361		26,092		12,924		39,016		15,322		582		15,904		26,489		2,783		29,272
Other revenues		180		272		452		24,330		6,265		30,595		14,015		1,440		15,455		18,409		2,430		20,839
Total revenues	$	8,155	$	819	$	8,974	$	435,598	$	116,992	$	552,590	$	269,261	$	25,391	$	294,652	$	366,350	$	42,663	$	409,013

The following table presents changes in the Company’s NCM screen advertising advances and deferred revenues for the six months ended 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		—			3,147			3,147			—			2,993
Cash received from customers in advance		—			44,557			44,557			—			21,964
Common units received from NCM (see Note 9)		3,620			—			3,620			10,237			—
Interest accrued related to significant financing component		11,825			—			11,825			11,797			—
Revenue recognized during period		(15,612	)		(43,617	)		(59,229	)		(15,927	)		(29,661	)
Foreign currency translation adjustments		—			(1,747	)		(1,747	)		—			(56	)
Balance at June 30, 2020	$	348,187		$	140,766		$	488,953
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 June 30, ~~2020~~2021 and when the Company expects to recognize this revenue.

	Twelve Months Ended June 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	$	125,777	$	14,893	$	96	$	—	$	—	$	—	$	140,766
Other deferred revenues															$	120,589	$	13,481	$	—	$	—	$	—	$	—	$	134,070

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

~~In thousands, except share and~~The impact of the 4.50% Convertible Senior Notes on diluted loss per share ~~data~~is calculated under the if-converted method, which assumes conversion of the notes at the beginning of the period. During the six months ended June 30, 2021, the weighted average closing price of the Company’s common stock of $21.63, respectively, exceeded the strike price of $18.66 per share (130% of the initial exercise price of $14.35 per share). The if-converted value of the 4.50% Convertible Senior Notes exceeded the aggregate outstanding principle value of the notes by $233,116.

As stated in Note 13 of the Company’s Annual Report on Form 10-K filed February 26, 2021, the Company entered into hedge transactions with, and sold warrants to, counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The ~~following table presents computations~~hedge transactions are generally expected to reduce the potential dilution of ~~basic and diluted~~any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be. The warrants could have a dilutive effect on earnings per share ~~under~~to the ~~two-class method:~~

extent that the price of the Company’s common stock during a given measurement period exceeds the strike price (initially $22.08 per share).

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.~~

As of June 30, ~~2020,~~2021, there was ~~$643,029~~$636,434 outstanding under the term loan and ~~$98,800~~0 borrowings were outstanding under the revolving credit line. As of June 30, ~~2020, approximately $1,200~~2021, $100,000 was available for ~~borrowing.~~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 onapplicable to outstanding term loan borrowings under the Credit Agreement at June 30, ~~2020~~2021 was approximately 3.4% per annum, after giving effect to the interest rate swap agreements discussed below. ~~The average interest rate on the outstanding revolver borrowings was 1.8% at June 30, 2020.~~

On April 17, 2020, in conjunction with the issuance of the 8.750% Secured Notes discussed below, the Company obtained a waiver of the ~~maintenance~~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.

~~8.750% Secured~~On August 21, 2020, the Company further amended the waiver of the leverage covenant to extend through the fiscal quarter ending September 30, 2021. The amendment also (i) modifies the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, (ii) for purposes of testing the consolidated net senior secured leverage ratio for the fiscal quarters ending on December 31, 2021, March 31, 2022 and June 30, 2022, permits the Company to substitute Consolidated EBITDA for the first three fiscal quarters of 2019 in lieu of Consolidated EBITDA for the corresponding fiscal quarters of 2021, (iii) modifies the restrictions imposed by the covenant waiver, and (iv) makes such other changes to permit the issuance of the 4.50% Convertible Senior Notes discussed below.

On June 15, 2021, in conjunction with the issuance of the 5.25% Senior Notes discussed below, the Credit Agreement was amended to, among other things, extend the maturity of the revolving credit line from November 28, 2022 to November 28, 2024. 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 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 notes will mature on May 1, 2025; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount~~Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of Cinemark USA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that ~~shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50,000,~~remained outstanding after the ~~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 notes will mature on February 28, 2023.tender offer below. Interest on the ~~notes will be~~5.875% Senior Notes 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 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.

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

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 ~~May 2020,~~the six months ended June 30, 2021, certain of the Company’s ~~subsidiary in Peru~~international subsidiaries borrowed an aggregate of $9,012 under various local bank loans. Below is a summary of these loans:

Additionally, the ~~USD equivalent~~Company deposited cash into a collateral account to support the issuance of ~~approximately $2,811 under a 1% loan. Principal payments are due monthly beginning in~~ ~~July~~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~~ ~~June 2023. Accrued and unpaid interest is~~ was $7,300. Total deposits made to ~~be paid when principal payments are due. The Company is subject to certain customary negative covenants under the loan.~~

~~During May and June 2020,~~support bank letters of credit for the Company’s ~~subsidiary in Colombia borrowed the USD equivalent of approximately $3,325 under two variable rate loans. Aggregate principal payments are due monthly beginning in~~ ~~December 2020~~ ~~through~~ ~~May 2023. Accrued~~outstanding international loans is $21,147 and ~~unpaid interest~~ is ~~to be paid when principal payments are due. The variable interest rates on the loans ranged from approximately 7.5% to 8.5%~~considered restricted cash as of June 30, ~~2020. The Company is subject to certain customary negative covenants under the loans.~~2021.

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 to hedge a portion 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 of the Company’s interest rate swap agreements designated as cash flow hedges as of June 30, ~~2020:~~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 ~~on a straight-line basis~~ to interest expense through December 31, 2022, the original maturity dates of the swaps. Approximately ~~$2,669~~$1,124 and $2,248 was recorded in ~~amortization of accumulated losses for amended swaps~~interest expense in the condensed consolidated income statement for the three and six months ended 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.

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

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

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 $2,152,965 and $1,801,327 as of June 30, 2020 and December 31, 2019, respectively,~~ excluding unamortized debt discounts and debt issue ~~costs. The fair value of the Company’s long-term debt~~costs, was ~~$1,984,469~~$2,547,815 and ~~$1,826,503 as of June 30, 2020 and December 31, 2019, respectively.~~

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

Common Stock

Treasury Stock

Additional Paid-In-Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Cinemark Holdings, Inc. Stockholders’ Equity

Noncontrolling Interests

Total Equity

Balance at January 1, 2020

$
122

$
(81,567
)
$
1,170,039

$
687,332

$
(340,112
)
$
1,435,814

$
12,508

$
1,448,322

Issuance of share based awards and share based awards compensation expense

—

—

4,111

—

—

4,111

—

4,111

Stock withholdings related to share based awards that vested during the three months ended March 31, 2020

—

(2,691
)

—

—

—

(2,691
)

—

(2,691
)
Dividends paid to stockholders, $0.36 per common share ⁽¹⁾

—

—

—

(42,311
)

—

(42,311
)

—

(42,311
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

(392
)

(392
)
Dividends accrued on unvested restricted stock unit awards ⁽¹⁾

—

—

—

(256
)

—

(256
)

—

(256
)
Net income (loss)

—

—

—

(59,591
)

—

(59,591
)

169

(59,422
)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements

—

—

—

—

(24,171
)

(24,171
)

—

(24,171
)
Foreign currency translation adjustments

—

—

—

—

(57,625
)

(57,625
)

—

(57,625
)
Balance at March 31, 2020

122

(84,258
)

1,174,150

585,174

(421,908
)

1,253,280

12,285

1,265,565

Issuance of share based awards and share based awards compensation expense

—

—

4,321

—

—

4,321

—

4,321

Stock withholdings related to share based awards that vested during the three months ended June 30, 2020

—

(107
)

—

—

—

(107
)

—

(107
)
Net loss

—

—

—

(170,389
)

—

(170,389
)

(427
)

(170,816
)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements

—

—

—

—

849

849

—

849

Amortization of accumulated losses for amended swap agreements

—

—

—

—

2,669

2,669

—

2,669

Foreign currency translation adjustments

—

—

—

—

(3,702
)

(3,702
)

—

(3,702
)
Balance at June 30, 2020

$
122

$
(84,365
)
$
1,178,471

$
414,785

$
(422,092
)
$
1,086,921

$
11,859

$
1,098,780

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

Common Stock

Treasury Stock

Additional Paid-In-Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Cinemark Holdings, Inc. Stockholders’ Equity

Noncontrolling Interests

Total Equity

Balance at January 1, 2019

$
121

$
(79,259
)
$
1,155,424

$
686,459

$
(319,007
)
$
1,443,738

$
12,379

$
1,456,117

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

—

—

—

16,985

—

16,985

—

16,985

Issuance of share based awards and share based awards compensation expense

—

—

2,970

—

2,970

—

2,970

Stock withholdings related to share based awards that vested during the three months ended March 31, 2019

—

(1,947
)

—

—

—

(1,947
)

—

(1,947
)
Dividends paid to stockholders, $0.34 per common share ⁽¹⁾

—

—

—

(39,797
)

—

(39,797
)

—

(39,797
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

(1,000
)

(1,000
)
Dividends accrued on unvested restricted stock unit awards ⁽¹⁾

—

—

—

(108
)

—

(108
)

—

(108
)
Net income

—

—

—

32,728

—

32,728

465

33,193

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

121

(81,206
)

1,158,394

696,267

(321,634
)

1,451,942

11,844

1,463,786

Issuance of share based awards and share based awards compensation expense

1

—

3,676

—

—

3,677

—

3,677

Stock withholdings related to share based awards that vested during the three months ended June 30, 2019

—

(300
)

—

—

—

(300
)

—

(300
)
Dividends paid to stockholders, $0.34 per common share ⁽¹⁾

—

—

—

(39,823
)

—

(39,823
)

—

(39,823
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

(294
)

(294
)
Dividends accrued on unvested restricted stock unit awards ⁽¹⁾

—

—

—

(189
)

—

(189
)

—

(189
)
Net income

—

—

—

100,971

—

100,971

890

101,861

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

$
122

$
(81,506
)
$
1,162,070

$
757,226

$
(322,633
)
$
1,515,279

$
12,440

$
1,527,719

	Common Stock		Treasury Stock			Additional Paid-In-Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Cinemark Holdings, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance at January 1, 2020	$	122	$	(81,567	)	$	1,170,039	$	687,332		$	(340,112	)	$	1,435,814		$	12,508		$	1,448,322
Issuance of share based awards and share based awards compensation expense		—		—			4,111		—			—			4,111			—			4,111
Stock withholdings related to share based awards that vested during the three months ended March 31, 2020		—		(2,691	)		—		—			—			(2,691	)		—			(2,691	)
Dividends paid to stockholders, $0.36 per common share ⁽¹⁾		—		—			—		(42,311	)		—			(42,311	)		—			(42,311	)
Dividends paid to noncontrolling interests		—		—			—		—			—			—			(392	)		(392	)
Dividends accrued on unvested restricted stock unit awards ⁽¹⁾		—		—			—		(256	)		—			(256	)		—			(256	)
Net income (loss)		—		—			—		(59,591	)		—			(59,591	)		169			(59,422	)
Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—		—			(24,171	)		(24,171	)		—			(24,171	)
Foreign currency translation adjustments		—		—			—		—			(57,625	)		(57,625	)		—			(57,625	)
Balance at March 31, 2020	$	122	$	(84,258	)	$	1,174,150	$	585,174		$	(421,908	)	$	1,253,280		$	12,285		$	1,265,565
Issuance of share based awards and share based awards compensation expense		—		—			4,321		—			—			4,321			—			4,321
Stock withholdings related to share based awards that vested during the three months ended June 30, 2020		—		(107	)		—		—			—			(107	)		—			(107	)
Net loss		—		—			—		(170,389	)		—			(170,389	)		(427	)		(170,816	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes, net of settlements		—		—			—		—			849			849			—			849
Amortization of accumulated losses for amended swap agreements		—		—			—		—			2,669			2,669			—			2,669
Foreign currency translation adjustments		—		—			—		—			(3,702	)		(3,702	)		—			(3,702	)
Balance at June 30, 2020	$	122	$	(84,365	)	$	1,178,471	$	414,785		$	(422,092	)	$	1,086,921		$	11,858		$	1,098,779

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 Earnings			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⁾		—			—			—			—			(3,464	)		—		3,464		—			—			—			—		(3,790	)		—		3,790
Interest accrued related to significant financing component		—			(11,825	)		—			—			—			11,825		—		—			(11,797	)		—			—		—			11,797		—
Receipt of excess cash distributions		(12,022	)		—			(5,914	)		—			—			—		17,936
Equity in earnings		1,316			—			—			(1,316	)		—			—		—
Receipt under tax receivable agreement																					(156	)		—			(77	)		—		—			—		233
Equity in loss																					(14,414	)		—			—			14,414		—			—		—
Amortization of screen advertising advances		—			15,612			—			—			(15,612	)		—		—		—			15,927			—			—		(15,927	)		—		—
Balance as of and for the six months ended June 30, 2020	$	258,706		$	(348,187	)	$	(5,914	)	$	(1,316	)	$	(19,076	)	$	11,825	$	21,400
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 7 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 7 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, ~~on June 30, 2020,~~ 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 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 June 30, ~~2020,~~2021, the estimated fair value of the Company’s investment in NCM was approximately ~~$121,325~~$218,829 based on NCM, Inc.’s stock price as of June 30, ~~2020~~2021 of ~~$2.97~~$5.07 per share (Level 1 input as defined in FASB ASC Topic 820)~~, which was below the Company’s carrying value of $258,706. The market value of NCM, Inc.’s stock price may vary due to the performance of the business, industry trends, general~~.

In thousands, except share 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 temporaryas the Company and other industry participants, who are also members of the NCM network, are planning to reopen theatres over the next few months, and the Company expects industry attendance to recover gradually over time. Therefore, 0 impairment of the Company’s investment in NCM was recorded during the six months ended June 30, 2020. per share data

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 June 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)	$	7,997	$	8,549	$	9,141	$	9,774	$	10,453	$	302,273	$	348,187	$	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~~

Below is summary financial information for NCM for the significant financing component, the Company recognized incremental screen rental revenue and an offsetting 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 and each tranche of common units were received from NCM, which ranged from 4.4% to 8.3%.periods indicated:

~~Below is a summary of activity for each of the Company’s other investments for the six months ended June 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 June 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.~~the excess distribution.

As of June 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 six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:

	Three Months Ended					Six Months Ended						Three Months Ended					Six Months Ended
	June 30, 2020		June 30, 2019			June 30, 2020			June 30, 2019			June 30, 2021			June 30, 2020		June 30, 2021			June 30, 2020
Equipment lease payments ⁽¹⁾	$	—	$	1,131		$	1,038		$	2,252		$	—		$	—	$	—		$	1,038
Warranty reimbursements from DCIP	$	—	$	(2,951	)	$	(3,123	)	$	(5,889	)	$	(434	)	$	—	$	(700	)	$	(3,123	)
Management service fees	$	—	$	152		$	84		$	310		$	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 $8,475~~investments for the six months ended 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 $508 to DCDC duringCompany’s other investees for the six months ended 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 $10 of theatre services revenue under the agreement during the three and six months ended June 30, 2020.~~

Treasury Stock — Treasury stock represents shares of common stock repurchased or withheld by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of the Company’s treasury stock activity for the six months ended June 30, ~~2020:~~2021:

	Number of				Number of
	Treasury				Treasury
	Shares		Cost		Shares		Cost
Balance at January 1, 2020		4,711,859	$	81,567
Balance at January 1, 2021						5,050,981	$	87,004
Restricted stock withholdings ⁽¹⁾		94,882		2,798		378		12
Restricted stock forfeitures		27,723		—		41,482		0
Balance at June 30, 2020		4,834,464	$	84,365
Balance at June 30, 2021						5,092,841	$	87,016

As of June 30, ~~2020,~~2021, the Company had no plans to retire any shares of treasury stock.

Restricted Stock – During the six months ended June 30, ~~2020,~~2021, the Company granted ~~535,231~~1,050,348 shares of its restricted stock to ~~employees.~~its employees and directors. The fair value of the restricted stock granted was determined based on the ~~market value~~closing price of the Company’s

common stock on the ~~dates of~~day preceding the grant date, which ranged from ~~$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 six months ended 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		535,231		$	25.22		1,050,348		$	21.38
Vested		(307,107	)	$	35.58		(115,072	)	$	23.81
Forfeited		(27,723	)	$	36.11		(41,482	)	$	18.19
Outstanding at June 30, 2020		984,224		$	31.49
Unvested restricted stock at June 30, 2020		984,224		$	31.49
Outstanding at June 30, 2021							2,325,769		$	21.15
Unvested restricted stock at June 30, 2021							2,325,769		$	21.15

As of June 30, 2021, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was $32,908 and the weighted average period over which this remaining compensation expense will be recognized is approximately two years.

Restricted Stock Units – The Company did not grant any restricted stock units during the six months ended June 30, 2021.

During the six months ended June 30, 2021, the Compensation Committee of the Company’s Board of Directors evaluated the impact of the COVID-19 pandemic on the performance metric used for the restricted stock unit awards granted during February 2019 and February 2020 and determined that the COVID-19 pandemic significantly impacted the Company’s ability to meet the performance metric. The Compensation Committee made a discretionary decision to certify the vest of the 2019 and 2020 restricted stock unit awards at target based upon the unforeseen, external circumstances beyond management’s control, the projected macroeconomic conditions through 2021 and beyond, and the uncertain timing as to the recovery of the Company’s industry.

As of June 30, ~~2020,~~2021, the estimated remaining unrecognized compensation expense related to ~~unvested~~outstanding restricted stock unit awards was ~~$20,390 and the~~$8,388. The weighted average period over which this remaining compensation expense will be recognized is approximately ~~three~~2 years.

~~Impact~~ As of ~~2020 Restructuring Plan~~ ~~- During~~ June 2020, 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,~~30, 2021, 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 six months ended June 30, 2020, the Company granted~~had restricted stock units ~~representing 436,681~~outstanding that represented a total of 561,041 hypothetical shares of common stock, ~~to employees. The restricted stock units vest based on a combination~~net of ~~financial~~forfeitures, reflecting actual certified 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 based on a formula utilizing a multiple of Adjusted EBITDA subject to certain adjustments as specified by the Compensation Committee prior to the grant date. The financial performance factorslevels 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~~all grants outstanding.

A summary of the ~~maximum restricted stock units vest. If the IRR for the two-year period~~Company’s goodwill is ~~at least 8%, which is the target,~~ ~~two-thirds~~as follows:

A summary of the ~~maximum restricted stock units vest. If the IRR for the two-year period~~Company’s intangible assets 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 common stock if the participant continues to provide services through the fourth anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from the grant date if, and at the time that, the restricted stock unit awards vest.

~~Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the six months ended June 30, 2020at each of the three target levels of financial performance (excluding forfeiture assumptions):~~follows:

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

Due to the fact that the IRR for the two-year performance period could not be determined at the time of the 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 based on the closing price of the Company’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.

As of June 30, 2020, the estimated remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $15,150. The weighted average period over which this remaining compensation expense will be recognized is approximately three years. As of June 30, 2020, the Company had restricted stock units outstanding that represented a total of 990,121 hypothetical shares of common stock, net of forfeitures, assuming an IRR of 9.3% was achieved 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 Company evaluates goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the goodwill may not be fully recoverable. The Company evaluates goodwill for impairment at the reporting unit level and has allocated goodwill to the reporting unit based on an estimate of its relative fair value. Management considers the reporting unit to be each of its 20 regions in the U.S. and 7 countries internationally with Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala considered one reporting unit (the Company does not have goodwill recorded for all of its international locations). Under its quantitative goodwill impairment analysis, the Company estimates the fair value of each reporting unit and compares it with its carrying value. Fair value is determined using the market approach, which is the most common valuation approach for the Company’s industry and based on a multiple of cash flows for each reporting unit.

Due to the temporary closure of the Company’s domestic theatres effective March 17, 2020 and international theatres effective March 18, 2020 as a result of the COVID-19 pandemic (see Note 2), the Company performed a quantitative goodwill impairment evaluation for all reporting units during the three months ended March 31, 2020 using the market approach, and an estimated multiple of 8 times cash flows. During the three months ended March 31, 2020, the Company also performed its quantitative goodwill impairment analysis using the income approach to further validate the results of the assessment under the market approach. Significant

judgment, including management’s estimate of the impact of temporary theatre closures and other considerations as a result of COVID-19, is involved in estimating future cash flows and fair value. The Company’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on projected operating performance of each reporting unit, market transactions and industry trading multiples.

The Company performed a qualitative assessment of goodwill for each reporting unit as of June 30, 2020, considering the anticipated timing of theatre reopenings on its cash flow estimates, as well as market transactions and industry trading multiples. Based on its qualitative assessment, no goodwill impairment was recorded during the three months ended June 30, 2020.

Due to the temporary closure of the Company’s theatres effective March 18, 2020 as a result of the COVID-19 pandemic (see Note 2), the Company performed a quantitative impairment evaluation for all definite and indefinite-lived tradename assets during the three months ended March 31, 2020. Under the quantitative analysis, the Company compared the carrying values of tradename assets to their estimated fair values. Fair values were estimated by applying an estimated market royalty rate that could be charged for the use of the tradenames to forecasted future revenues, with an adjustment for the present value of such royalties. Significant judgment, including management’s estimate of the impact of temporary theatre closures and other considerations as a result of COVID-19, was involved in estimating market royalty rates and long-term revenue forecasts. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, were based on projected revenue performance and expected industry trends, considering the temporary closure of its theatres.

The Company performed a qualitative impairment analysis on its definite and indefinite-lived intangible assets as of June 30, 2020, considering the anticipated timing of theatre reopenings on its revenue forecasts. As a result of the qualitative assessment, no impairment of tradename assets was recorded during the three months ended June 30, 2020.

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

Due to the temporary closure of the Company’s theatres effective March 18, 2020 as a result of the COVID-19 pandemic (see Note 2), the Company performed a long-lived asset impairment evaluation for all theatres during the three months ended March 31, 2020. The impairment evaluation was based on the estimated undiscounted cash flows from continuing use through the remainder of the theatre’s useful life. Significant judgment, including management’s estimate of the impact of temporary theatre closures and other considerations as a result of COVID-19, was involved in estimating cash flows and fair value. Fair value is determined based on a multiple of cash flows, which was 6 times for the evaluations performed. Management’s estimates, which fall under Level 3 of the

~~U.S. GAAP fair value hierarchy, as defined by FASB ASC Topic 820-10-35, are based on projected operating performance, market transactions and industry trading multiples.~~

The Company performed a qualitative impairment analysis on its long-lived assets as of March 31, 2021 and June 30, ~~2020, considering~~2021. The Company’s qualitative analyses considered economic and market conditions, industry trading multiples and the ~~timing~~impact of ~~expected theatre reopenings~~recent industry developments and events on the estimated fair values as determined during its ~~estimated cash flows~~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 recovery as well as ~~market transactions and industry trading multiples.~~future film release schedules. As a result of the qualitative assessment, no impairment of long-lived assets was recorded during the three and six months ended June 30, ~~2020.~~2021. The Company 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 exposure.

~~Below~~The following table is a summary of the impairment ~~charges for~~recorded as a result of the ~~periods presented:~~

	Three Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,
	2020		2019		2020		2019		2020
U.S. Segment
Theatre properties	$	—	$	1,044	$	3,643	$	2,252	$	3,643
Theatre operating lease right-of-use assets		—		8,047		5,952		8,047		5,952
U.S. total		—		9,091		9,595		10,299		9,595

International segment
Theatre properties		—		1,775		4,484		6,151		4,484
Theatre operating lease right-of-use assets		—		1,628		2,540		1,628		2,540
International total		—		3,403		7,024		7,779		7,024

Total Impairment	$	—	$	12,494	$	16,619	$	18,078	$	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 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⁾	June 30, 2020	$	37,336	$	—	$	37,336	$	—	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 12 and Note 13). See additional explanation of fair value measurement techniques used for long-lived assets, goodwill and intangible assets in “Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed February ~~21, 2020.~~26, 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 six months ended June 30, ~~2020.~~2021. There were 0 transfers in to or out of Level 1, Level 2 or Level 3 during the six months ended June 30, ~~2020.~~

The accumulated other comprehensive loss account in stockholders’ equity of $422,092 and $340,112 as of June 30, 2020 and December 31, 2019, respectively, primarily includes cumulative foreign currency net losses of $389,380 and $328,053, respectively,2021.

The accumulated other comprehensive loss account in stockholders’ equity of $391,162 and $398,653 as of June 30, 2021 and December 31, 2020, respectively, primarily includes cumulative foreign currency net losses of $376,850 and $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 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 June 30, ~~2020~~2021 and ~~2019~~2020 financial statements of the Company’s international subsidiaries:

					Other Comprehensive Income (Loss) for									Other Comprehensive Loss for
	Exchange Rate as of				Six Months Ended					Exchange Rate as of				Six Months Ended
Country	June 30, 2020		December 31, 2019		June 30, 2020			June 30, 2019		June 30, 2021		December 31, 2020		June 30, 2021			June 30, 2020
Brazil		5.43		4.02	$	(49,478	)	$	1,664		4.97		5.20	$	2,766		$	(49,478	)
Chile		821.91		736.86		(8,233	)		1,839		729.44		714.14		(1,401	)		(8,233	)
Colombia		3,758.90		3,277.14		(2,523	)		251		3,756.67		3,432.50		(134	)		(2,523	)
Peru		3.56		3.37		(2,480	)		1,389		3.90		3.65		(1,959	)		(2,480	)
All other						1,387			537						(478	)		1,387
					$	(61,327	)	$	5,680					$	(1,206	)	$	(61,327	)

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

	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2021			2020
Cash paid for interest	$	47,014		$	47,015		$	59,890		$	47,014
Cash paid for income taxes, net of refunds received	$	5,229		$	36,831
Cash paid (refunds received) for income taxes, net							$	(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⁾	$	1,043		$	(16,118	)
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 9)	$	(11,825	)	$	(9,514	)	$	(11,797	)	$	(11,825	)
Investment in NCM – receipt of common units (see Note 9)	$	3,620		$	1,552		$	10,237		$	3,620
Dividends accrued on unvested restricted stock unit awards	$	(256	)	$	(297	)	$	2		$	(256	)

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.

29Below is a breakdown of selected financial information by reportable operating segment:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Revenues
U.S.	$	269,437		$	8,155		$	366,704		$	437,457
International		25,391			819			42,663			116,992
Eliminations		(176	)		—			(354	)		(1,859	)
Total revenues	$	294,652		$	8,974		$	409,013		$	552,590

Adjusted EBITDA
U.S.	$	519		$	(96,252	)	$	(76,478	)	$	(40,180	)
International		(12,340	)		(21,366	)		(27,293	)		(11,227	)
Total Adjusted EBITDA	$	(11,821	)	$	(117,618	)	$	(103,771	)	$	(51,407	)

Capital expenditures
U.S.	$	11,483		$	11,028		$	25,124		$	36,701
International		3,656			1,788			7,695			10,258
Total capital expenditures	$	15,139		$	12,816		$	32,819		$	46,959

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

Three Months Ended

Six Months Ended

June 30,

June 30,

2020

2019

2020

2019

Revenues

U.S.

$
8,155

$
747,119

$
437,457

$
1,304,917

International

819

214,830

116,992

374,737

Eliminations

—

(4,193
)

(1,859
)

(7,175
)
Total revenues

$
8,974

$
957,756

$
552,590

$
1,672,479

Adjusted EBITDA

U.S.

$
(96,252
)

$
195,298

$
(40,180
)

$
321,057

International

(21,366
)

49,440

(11,227
)

75,935

Total Adjusted EBITDA

$
(117,618
)

$
244,738

$
(51,407
)

$
396,992

Capital expenditures

U.S.

$
11,028

$
45,591

$
36,701

$
97,930

International

1,788

12,009

10,258

17,239

Total capital expenditures

$
12,816

$
57,600

$
46,959

$
115,169

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

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net income (loss)	$	(170,816	)	$	101,861		$	(230,238	)	$	135,054
Net loss													$	(142,281	)	$	(170,816	)	$	(351,124	)	$	(230,238	)
Add (deduct):
Income taxes		(98,145	)		38,182			(101,253	)		50,099			7,950			(98,145	)		(6,693	)		(101,253	)
Interest expense ⁽¹⁾		28,372			24,929			53,038			50,070			37,034			31,041			73,587			55,707
Other (income) expense, net ⁽²⁾		27,004			(6,774	)		27,173			(15,109	)
Other expense, net ⁽²⁾														7,914			24,335			22,885			24,504
Cash distributions from DCIP ⁽³⁾		5,222			—			10,383			5,218			—			5,222			—			10,383
Cash distributions from other equity investees ⁽⁴⁾		1,456			5,323			12,901			14,447			—			1,456			156			12,901
Depreciation and amortization		63,581			64,573			128,837			129,035			66,920			63,581			135,080			128,837
Impairment of long-lived assets		—			12,494			16,619			18,078			—			—			—			16,619
Restructuring costs		19,538			—			19,538			—			(740	)		19,538			(948	)		19,538
Loss on disposal of assets and other		425			1,805			2,330			5,604			2,358			425			6,863			2,330
Loss on extinguishment of debt														3,924			—			6,527			—
Non-cash rent expense		1,424			(1,331	)		833			(2,150	)		(807	)		1,424			(679	)		833
Share based awards compensation expense		4,321			3,676			8,432			6,646			5,907			4,321			10,575			8,432
Adjusted EBITDA	$	(117,618	)	$	244,738		$	(51,407	)	$	396,992		$	(11,821	)	$	(117,618	)	$	(103,771	)	$	(51,407	)

	Three Months Ended					Six Months Ended						Three Months Ended					Six Months Ended
	June 30,					June 30,						June 30,					June 30,
Revenues	2020		2019			2020			2019			2021			2020		2021			2020
U.S.	$	8,155	$	747,119		$	437,457		$	1,304,917		$	269,437		$	8,155	$	366,704		$	437,457
Brazil		348		89,626			53,316			160,487			5,463			348		9,901			53,316
Other international countries		471		125,204			63,676			214,250			19,928			471		32,762			63,676
Eliminations		—		(4,193	)		(1,859	)		(7,175	)		(176	)		—		(354	)		(1,859	)
Total	$	8,974	$	957,756		$	552,590		$	1,672,479		$	294,652		$	8,974	$	409,013		$	552,590

	As of		As of		As of		As of
Theatre Properties and Equipment-net	June 30, 2020		December 31, 2019		June 30, 2021		December 31, 2020
U.S.	$	1,367,956	$	1,436,275	$	1,286,878	$	1,392,780
Brazil		78,442		118,367		69,486		72,080
Other international countries		156,323		180,605		136,200		150,202
Total	$	1,602,721	$	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 the Company’s Chairman of the Board of Directors and directly and indirectly owns approximately 8% of the Company’s common stock. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre ~~revenues up to $50,000 and 3% of annual theatre revenues in excess of $50,000.~~revenues. The Company recorded ~~$114~~$116 and ~~$364~~$114 of management fee revenues during the six months ended 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 six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, the aggregate amounts paid to Copper Beech for the use of the aircraft was ~~$12~~$0 and ~~$67,~~$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 the Company’s directors and is an officer of the general partner of Syufy. Of these 15 leases, 14 have fixed minimum annual rent. The 1 lease without minimum annual rent has rent based upon a specified percentage of gross sales as defined in the lease. For the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, the Company paid total rent of approximately ~~$10,542~~$12,042 and ~~$14,356,~~$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 10 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 $10 of management fees during the six months ended June 30, 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 has appealed the judgment. Although the Company denies that it engaged in any form of circuit dealing, it cannot predict the outcome of its pending motions or future appeals.

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

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, ~~our business has~~we have been, and ~~continues~~continue to be, significantly impacted by ~~protective actions taken~~ ~~by governmental authorities~~ ~~to control~~ the ~~spread~~COVID-19 pandemic. At the initial outbreak of the ~~pandemic. To~~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~~.

Because of our focus on maintaining a healthy balance sheet and low leverage, we believe we entered the global COVID-19 crisis in a strong financial position. Even if our theatres remained closed for the remainder of the year, we believe we have sufficient cash to sustain operations into 2021. Nonetheless, the COVID-19 pandemic has had and may continue to have adverse effects on our business, results of operations, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness.

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, ~~suspended our quarterly dividend,~~and negotiated modified timing and/or abatement of contractual payments with landlords and other major ~~suppliers.~~ suppliers until our theatres reopened. In addition, we suspended our quarterly dividend.

We ~~continue to evaluate availability~~have implemented a variety of ~~new studio content,~~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 ~~COVID-19 pandemic and local government regulations~~virus in assessing ~~our reopening plans. We~~the safety protocols we have in place.

As of June 30, 2021, we had reopened ~~five~~all 323 of our domestic theatres inand 152 of our 198 international theatres. During the three months ended June ~~2020~~30, 2021, we showed many new releases along with some library content. Theatre staffing levels remain reduced as ~~part of a test-and-learn strategy~~compared to ~~define training, communication, implementation and execution of enhanced health and safety protocols. These theatres opened~~pre-COVID levels due to reduced operating hours in certain locations and our focus on initiatives to enhance productivity. We also continue to limit capital expenditures to essential activities and projects. We continued to work with ~~library content~~landlords and ~~“welcome back” pricing~~other vendors during the six months ended June 30, 2021 to extend payment terms as we reopened theatres and continue to recover from the impacts of the COVID-19 pandemic.

Based on our current estimates of recovery, we believe we have and will generate sufficient cash to sustain operations for ~~tickets and concession products to encourage patrons~~the foreseeable future as we work to return to the movies. We expanded this test-and-learn strategy to ten additional theatres on July 31, 2020 to further assess protocols and analyze results in other markets across the U.S. We are evaluating the timing of our phased reopening of additional theatres, which is subject to the status ofhistorical working capital levels. Nonetheless, the COVID-19 pandemic ~~local government regulations~~has had, and ~~availability~~continues to have, adverse effects on our business, results of ~~new studio content. We are still evaluating the timing of reopening of our theatres in Latin America.~~operations, cash flows and financial condition.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of June 30, ~~2020,~~2021, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 17 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 six months ended June 30, ~~2020~~2021 included ~~Bad Boys for Life, 1917, Sonic~~ the ~~Hedgehog, Jumanji:~~ carryover from The ~~Next Level, Star Wars: Episode IX –~~Croods: A New Age and Wonder Woman 1984, and new releases Tom & Jerry, Godzilla vs. Kong, A Quiet Place Part II, Cruella, The ~~Rise of Skywalker, Birds of Prey, Dolittle, Little Women,~~Conjuring: The ~~Invisible Man~~Devil Made Me Do It, Peter Rabbit 2, F9: The 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 ~~Tenet, Wonder Woman 1984,~~Black Widow, The Boss Baby: Family Business, Suicide Squad, Venom: Let There Be Carnage, No Time Toto Die,, ~~Black Widow,~~ Eternals, Top Gun Maverick, Encanto and the Marvel sequel ~~Soul, West Side Story, Croods 2~~ ~~and~~ ~~The King’s Man,~~Spider-man; No Way Home, among other films. We note that the films scheduled for release during the remainder of 2020 could be rescheduled as a result of the COVID-19 pandemic as discussed above and at Note 2 to our condensed consolidated financial statements.

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						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Operating data (in millions):
Revenues
Admissions	$	—		$	521.1		$	292.5		$	916.6		$	153.5		$	—		$	209.6		$	292.5
Concession		0.1			345.3			190.5			596.6			109.8			0.1			149.3			190.5
Other		8.9			91.4			69.6			159.3			31.3			8.9			50.1			69.6
Total revenues	$	9.0		$	957.8		$	552.6		$	1,672.5		$	294.6		$	9.0		$	409.0		$	552.6
Cost of operations
Film rentals and advertising		0.4			294.7			157.0			504.8			76.6			0.4			99.8			157.0
Concession supplies		2.4			62.7			37.2			105.8			18.8			2.4			26.0			37.2
Salaries and wages		8.8			108.9			96.4			205.0			50.4			8.8			81.6			96.4
Facility lease expense		65.2			89.5			147.4			175.1			67.2			65.2			132.0			147.4
Utilities and other		34.9			122.7			135.4			233.3			61.2			34.9			110.3			135.4
General and administrative expenses		28.0			44.3			69.0			82.3			37.3			28.0			73.2			69.0
Depreciation and amortization		63.5			64.5			128.8			129.0			66.9			63.5			135.1			128.8
Impairment of long-lived assets		—			12.5			16.6			18.1			—			—			—			16.6
Restructuring costs		19.5			—			19.5			—			(0.7	)		19.5			(0.9	)		19.5
Loss on disposal of assets and other		0.4			1.8			2.3			5.6			2.4			0.4			6.9			2.3
Total cost of operations		223.1			801.6			809.6			1,459.0			380.1			223.1			664.0			809.6
Operating income (loss)	$	(214.1	)	$	156.2		$	(257.0	)	$	213.5
Operating loss													$	(85.5	)	$	(214.1	)	$	(255.0	)	$	(257.0	)

Operating data as a percentage of total revenues:
Revenues
Admissions		0.0	%		54.4	%		52.9	%		54.8	%		52.1	%		0.0	%		51.2	%		52.9	%
Concession		1.1	%		36.1	%		34.5	%		35.7	%		37.3	%		1.1	%		36.5	%		34.5	%
Other		98.9	%		9.5	%		12.6	%		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				56.6	%		53.7	%		55.1	%		49.9	%	NM				47.6	%		53.7	%
Concession supplies	NM				18.2	%		19.5	%		17.7	%		17.1	%	NM				17.4	%		19.5	%
Salaries and wages	NM				11.4	%		17.4	%		12.3	%		17.1	%	NM				20.0	%		17.4	%
Facility lease expense	NM				9.3	%		26.7	%		10.5	%		22.8	%	NM				32.3	%		26.7	%
Utilities and other	NM				12.8	%		24.5	%		13.9	%		20.8	%	NM				27.0	%		24.5	%
General and administrative expenses	NM				4.6	%		12.5	%		4.9	%		12.7	%	NM				17.9	%		12.5	%
Depreciation and amortization	NM				6.7	%		23.3	%		7.7	%
Impairment of long-lived assets	NM				1.3	%		3.0	%		1.1	%
Restructuring costs	NM				—	%		3.5	%		—	%
Loss on disposal of assets and other	NM				0.2	%		0.4	%		0.3	%
Total cost of operations	NM				83.7	%		146.5	%		87.2	%		129.0	%	NM				162.3	%		146.5	%
Operating income (loss)	NM				16.3	%		(46.5	)%		12.8	%		(29.0	)%	NM				(62.3	)%		(46.5	)%
Average screen count (month end average)		6,087			6,068			6,109			6,057			5,870			6,087			5,895			6,109
Total revenues per average screen (dollars)	NM			$	157,837		NM			$	276,123

Three months ended June 30, 2020 – All of our domestic and international theatres were temporarily closed effective March 17, 2020 and ~~all of our international theatres were temporarily closed effective~~ March 18, 2020, respectively, as a result of the COVID-19 pandemic. We opened five domestic theatres in late June 2020 to test our new ~~health and~~ safety protocols, showing library content. ~~We expanded this test-and-learn strategy to ten additional theatres on July 31, 2020.~~ We are evaluating the timing of our phased reopening of additional theatres, which is subject to the status of the COVID-19 pandemic, local government regulations and availability of new studio content. The Company is still evaluating the timing of reopening of its theatres in Latin America.

We offered “welcome back” pricing for movie tickets and concession products to encourage our patrons to return to the movies. During the three months ended June 30, 2020 we had 13 thousand patrons visit our five domestic theatres and generated $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 9). Please see below for a summary of our performance for the three months ended June 30, ~~2019.~~2021.

Three months ended June 31, 2021 – We had reopened all 323 of our domestic theatres and 152 of our 198 international theatres as of June 30, 2021. Certain of our international theatres had to temporarily close again during portions of the second quarter of 2021 due to the COVID-19 pandemic.

	U.S. Operating Segment		International Operating Segment		Consolidated		U.S. Operating Segment		International Operating Segment		Consolidated

	2019		2019		2019		2021		2021		2021
Admissions revenues ⁽¹⁾	$	407.0	$	114.1	$	521.1	$	140.6	$	12.9	$	153.5
Concession revenues ⁽¹⁾	$	274.9	$	70.4	$	345.3	$	99.4	$	10.4	$	109.8
Other revenues ⁽¹⁾⁽²⁾	$	61.1	$	30.3	$	91.4	$	29.3	$	2.0	$	31.3
Total revenues ⁽¹⁾⁽²⁾	$	743.0	$	214.8	$	957.8	$	269.3	$	25.3	$	294.6
Attendance ⁽¹⁾		50.1		30.1		80.2		15.1		4.0		19.1
Average ticket price ⁽¹⁾	$	8.12	$	3.79	$	6.50	$	9.33	$	3.21	$	8.04
Concession revenues per patron ⁽¹⁾	$	5.49	$	2.34	$	4.31	$	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, ~~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	$	0.2	$	237.6	$	0.2	$	57.1	$	0.4	$	0.4	$	294.7	$	70.3	$	0.2	$	6.3	$	0.2	$	6.6	$	76.6	$	0.4
Concession supplies	$	1.5	$	47.0	$	0.9	$	15.7	$	1.0	$	2.4	$	62.7	$	16.1	$	1.5	$	2.7	$	0.9	$	2.7	$	18.8	$	2.4
Salaries and wages	$	3.4	$	87.4	$	5.4	$	21.5	$	6.8	$	8.8	$	108.9	$	43.5	$	3.4	$	6.9	$	5.4	$	7.2	$	50.4	$	8.8
Facility lease expense	$	59.8	$	64.7	$	5.4	$	24.8	$	6.7	$	65.2	$	89.5	$	59.9	$	59.8	$	7.3	$	5.4	$	7.3	$	67.2	$	65.2
Utilities and other	$	28.8	$	89.3	$	6.1	$	33.4	$	7.7	$	34.9	$	122.7	$	52.9	$	28.8	$	8.3	$	6.1	$	8.5	$	61.2	$	34.9

Salaries and wages increased to $43.5 million for the second quarter of 2021 as all of our theatres reopened by the end of the quarter requiring hiring and training of employees. We also began extending operating hours to accommodate the release of new films while maintaining our focus on efficient staffing levels. Facility lease expense, which is primarily fixed in nature, reflects a slight increase in percentage rent expense and common area maintenance costs as volumes increased, partially offset by the impact of the permanent closure of certain theatres. Utilities and other costs increased to $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 have increased with the improved attendance from new film content.

Salaries and wages increased to $6.9 million as reported for the second quarter of 2021 as many of our theatres reopened. Facility lease expense increased to $7.3 million for the second quarter of 2021 reflecting payment of rent under alternative structures, such as percentage rents in place of minimum fixed rents, as theatres recover, partially offset by the impact of the permanent closure of certain theatres. Utilities and other costs increased to $8.3 million, as many of these costs are variable in nature and have increased with the improved attendance from new film content and theatre reopenings.

General and Administrative Expenses. General and administrative expenses increased to $37.3 million for the second quarter of 2021 compared to $28.1 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 in response to the temporary closure of all of our theatres in March 2020.

Depreciation and Amortization. Depreciation and amortization expense increased $3.4 million during the second quarter of 2021 primarily due to the digital projectors received in a non-cash distribution from DCIP during the fourth quarter of 2020. See Note 10 to the condensed consolidated financial statements for discussion of the non-cash distribution from DCIP.

Restructuring Costs. Restructuring costs were $(0.7) million during the second quarter of 2021 compared to $19.5 million during the second quarter of 2020. The credit recorded during the 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 related to a restructuring plan implemented during the second quarter of 2020. See Note 2 to our condensed consolidated financial statements for further discussion.

Loss on Disposal of Assets and Other. We recorded a loss on disposal of assets and other of $2.4 million during the second quarter of 2021 compared to $0.4 million during the second quarter of 2020. Activity for the second quarter of 2021 was primarily related to the termination of certain lease agreements, partially offset by gains on sales of excess land parcels. Activity for the second quarter of 2020 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 for swap amendments, increased to $37.0 million during the second quarter of 2021 compared to $31.0 million the second quarter of 2020. The increase was primarily due to the issuance of 4.50% convertible notes on August 21, 2020 and the issuance of 5.875% senior secured notes on March 16, 2021. See Note 7 to our condensed consolidated financial statements.

Loss on Extinguishment of Debt. We recorded a loss on extinguishment of debt 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 legal and other fees paid. See Note 7 to our condensed consolidated financial statements.

Interest expense – NCM. We recorded non-cash interest expense of $5.9 million for the second quarter of 2021 and in the second quarter of 2020, related to the significant financing component associated with certain of our agreements with NCM. See Note 9 to our condensed consolidated financial statements for further discussion.

Equity in Loss of Affiliates. We recorded equity in loss of affiliates of $8.1 million during the second quarter of 2021 compared to $20.1 million during the second quarter of 2020. Our equity method investees have also been impacted the COVID-19 pandemic and the temporary closure of our theatres. See Note 2 to our condensed consolidated financial statements for additional discussion of the COVID-19 pandemic. See Notes 9 and 10 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax expense of $8.0 million was recorded for the second quarter of 2021 compared to an income tax benefit of $(98.1) million for the second quarter of 2020. The effective tax rate was approximately (5.9)% for the second quarter of 2021 compared to 36.5% for the second quarter of 2020. The effective tax rate for the second quarter of 2021 was unfavorably impacted by valuation allowances related to certain foreign tax credits and deferred tax assets for 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.

Six months ended June 30, 2021 (the “2021 period”) versus June 30, 2020 (the “2020 period”)

We had reopened all 323 of our domestic theatres and 152 of our 198 international theatres as of June 30, 2021. Certain of our international theatres had to temporarily close again for portions of the 2021 period due to the COVID-19 pandemic. We continue to monitor the status of the COVID-19 pandemic and local government regulations 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	%

Salaries and wages decreased to $3.4 million for the second quarter of 2020 as most of our theatres were temporarily closed during this time. Facility lease expense decreased to $59.8 million for the second quarter of 2020 from $64.7 million for the second quarter of 2019 primarily due to the temporary closure of our theatres and the resulting decline in percentage rent expense and common area maintenance. Utilities and other costs decreased to $28.8 million for the second quarter of 2020 from $89.3 million for the second quarter of 2019, as many of these costs are variable in nature and were impacted by ~~the temporary closure of our domestic theatres.~~

Salaries and wages decreased to $5.4 million ($6.8 million in constant currency) for the second quarter of 2020 compared to $21.5 million for the second quarter of 2019. The decrease was due to the temporary closure of all of our international theatres on March 18, 2020. Facility lease expense decreased to $5.4 million ($6.7 million in constant currency) for the second quarter of 2020 compared to $24.8 million for the second quarter of 2019. The decrease was due to lower percentage rent due to the temporary closure of all of our international theatres on March 18, 2020 and rent-free periods allowed in certain international locations due to mall closures. Utilities and other costs decreased to $6.1 million ($7.7 million in constant currency) for the second quarter of 2020 compared to $33.4 million for the second quarter of 2019, as many of these costs are variable in nature and were impacted by the temporary closure of our theatres.

~~General and Administrative Expenses.~~ General and administrative expenses decreased to $28.0 million for the second quarter of 2020 from $44.3 million for the second quarter of 2019. The decrease was primarily due to temporary salary reductions and the furlough of a portion of our corporate office staff as a result of the temporary theatre closures (see Note 2) and ~~the impact of changes in foreign currency exchange rates in certain countries in which we operate~~.

~~Depreciation and Amortization.~~ ~~Depreciation and amortization expense decreased to $63.5 million during the second quarter of 2020 compared to $64.5 million during the second quarter of 2019.~~

~~Impairment of Long-Lived Assets.~~ We recorded no asset impairment charges on assets held and used during the second quarter of 2020 compared to $12.5 million during the second quarter of 2019. The long-lived asset impairment charges recorded during the second quarter of 2019 were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. Impairment charges for the second quarter of 2019 impacted 4 countries. See Note 13 to our condensed consolidated financial statements.

~~Restructuring costs.~~ We recorded restructuring costs of $19.5 million during the second quarter of 2020 related to the 2020 Restructuring Plan implemented during the second quarter of 2020. See Note 2 to our condensed consolidated financial statements for further discussion.

~~Loss on Disposal of Assets and Other.~~ We recorded a loss on disposal of assets and other of $0.4 million during the second quarter of 2020 compared to $1.8 million during the second quarter of 2019. Activity for the second quarter of 2020 and 2019 was primarily due to the retirement of assets related to theatre remodels.

~~Interest Expense.~~ Interest costs incurred, including amortization of debt issue costs, were $28.4 million during the second quarter of 2020 compared to $24.9 million during the second quarter of 2019. The increase was primarily due to the issuance of 8.750% senior secured notes on April 20, 2020 and other borrowings during the second quarter of 2020 as discussed in Note 7 to our condensed consolidated financial statements.

~~Amortization of Accumulated Losses for Amended Swap Agreements.~~ We recorded amortization of the accumulated losses associated with our amended and extended interest rate swap agreements of $2.7 million during the second quarter of 2020. See further discussion at Note 7 to our condensed consolidated financial statements.

~~Distributions from NCM.~~ We recorded distributions from NCM of $0.7 million during the second quarter of 2020 compared to $2.1 million recorded during the second quarter of 2019, which were in excess of the carrying value of our Tranche 1 investment. See Note 9 to our condensed consolidated financial statements.

~~Interest expense – NCM~~. We recorded non-cash interest expense of $5.9 million for the second quarter of 2020 compared to $4.7 million recorded during the second quarter of 2019, related to the significant financing component associated with certain of our agreements with NCM. See Note 9 to our condensed consolidated financial statements for further discussion.

~~Equity in Income (Loss) of Affiliates.~~ We recorded equity in loss of affiliates of $(20.1) million during the second quarter of 2020 compared to equity in income of affiliates of $8.4 million during the second quarter of 2019. See Notes 9 and 10 to our condensed consolidated financial statements for information about our equity investments.

Cost of ~~$(98.1) million was recorded for the second quarter of 2020 compared to income tax expense of $38.2 million for the second quarter of 2019.~~Operations. The effective tax rate was approximately 36.49% for the second quarter of 2020 compared to 27.26% for the second quarter of 2019. The effective tax rate for the quarter ended June 30, 2020 was favorably impactedtable below summarizes our theatre operating costs (in millions) by ~~the projected carryback of 2020 federal tax losses to tax years that had a 35% federal tax rate. It was also favorably impacted by the projected state net~~reportable operating loss carryforwards. 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.

All of our domestic theatres were temporarily closed effective March 17, 2020 and all of our international theatres were temporarily closed effective March 18, 2020 as a result of the COVID-19 pandemic. We opened five domestic theatres in late June to test our new safety protocols, showing library content. We expanded this test-and-learn strategy to ten additional theatres on July 31, 2020 and plan to commence a phased reopening of additional theatres beginning in August, subject to government mandates and release date changes. We are still evaluating the timing of reopening of our theatres in Latin America.

~~Total revenues decreased $1,119.9 million to $552.6 million~~segment for the six months ended June 30, 2020 (“2020 period”) from $1,672.5 million for the six months ended June 30, 2019 (“2019 period”). The table below, presented by reportable operating segment, summarizes our revenue performance2021 and ~~certain key performance indicators for the six months ended June 30, 2020 and 2019.~~2020.

U.S. Operating Segment

International Operating Segment

Consolidated

Constant
Currency ⁽³⁾

2020

2019

%
Change

2020

2019

%
Change

2020

%
Change

2020

2019

%
Change

Admissions revenues ⁽¹⁾

$
232.3

$
715.8

(67.5
)%

$
60.2

$
200.8

(70.0
)%

$
71.1

(64.6
)%

$
292.5

$
916.6

(68.1
)%
Concession revenues ⁽¹⁾

$
152.8

$
474.3

(67.8
)%

$
37.7

$
122.3

(69.2
)%

$
43.8

(64.2
)%

$
190.5

$
596.6

(68.1
)%
Other revenues ⁽¹⁾⁽²⁾

$
50.4

$
107.7

(53.2
)%

$
19.2

$
51.6

(62.8
)%

$
23.6

(54.3
)%

$
69.6

$
159.3

(56.3
)%
Total revenues ⁽¹⁾⁽²⁾

$
435.5

$
1,297.8

(66.4
)%

$
117.1

$
374.7

(68.7
)%

$
138.5

(63.0
)%

$
552.6

$
1,672.5

(67.0
)%
Attendance ⁽¹⁾

27.9

88.8

(68.6
)%

17.9

53.7

(66.7
)%

45.8

142.5

(67.9
)%
Average ticket price ⁽¹⁾

$
8.33

$
8.06

3.3
%

$
3.36

$
3.74

(10.2
)%

$
3.97

6.1
%

$
6.39

$
6.43

(0.6
)%
Concession revenues per patron ⁽¹⁾

$
5.48

$
5.34

2.6
%

$
2.11

$
2.28

(7.5
)%

$
2.45

7.5
%

$
4.16

$
4.19

(0.7
)%

	U.S. Operating Segment				International Operating Segment						Consolidated
	2021		2020		2021		2020		Constant Currency ⁽¹⁾ 2021		2021		2020
Film rentals and advertising	$	89.6	$	128.2	$	10.2	$	28.8	$	11.0	$	99.8	$	157.0
Concession supplies	$	21.6	$	27.1	$	4.4	$	10.1	$	4.6	$	26.0	$	37.2
Salaries and wages	$	68.4	$	74.6	$	13.2	$	21.8	$	14.4	$	81.6	$	96.4
Facility lease expense	$	118.9	$	125.2	$	13.1	$	22.2	$	13.6	$	132.0	$	147.4
Utilities and other	$	92.9	$	103.8	$	17.4	$	31.6	$	19.0	$	110.3	$	135.4

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

Salaries and wages decreased ~~to $74.6~~$6.2 million for the ~~2020~~2021 period ~~from $164.2~~as theatre operating hours 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 $6.3 million ~~for the 2019 period~~ primarily due to the temporary closure of all of our U.S. theatres on March 17, 2020 and the resulting temporary reduction in headcount. Facility lease expense decreased to $125.2 million for the 2020 period from $129.6 million for the 2019 period primarily due to declinesa 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 ~~to $103.8~~$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 first half of the 2021 period.

Salaries and wages decreased $8.6 million as reported for the 2021 period as compared to the 2020 period, ~~from $169.1~~driven by the periodic and varying closures of theatres and limited operating hours for those theatres that are open. Facility lease expense decreased $9.1 million ~~for the 2019 period~~as reported due to our negotiations with certain landlords to shift from a minimum rent structure to percentage rent while we recover from the ~~temporary closure of all of our U.S. theatres on March 17, 2020,~~pandemic, as well as lower percentage rent at other locations. Utilities and other costs decreased $14.2 million as reported, as many of these costs are variable in ~~nature.~~

~~Salaries~~ and ~~wages decreased to $21.8 million ($26.4 million in constant currency) for~~repairs and maintenance, and were impacted by the ~~2020 period compared to $40.8 million for the 2019 period. The decrease was due to the temporary reduction in headcount due to the temporary closure of all~~limited operating hours of our ~~international~~ theatres ~~on March 18, 2020. Facility lease expense decreased to $22.2 million ($26.0 million in constant currency) for 2020 period compared to $45.5 million for~~as well as periodic closures during the ~~2019~~2021 period. The decrease was due to lower percentage rent due to the temporary closure of all of our international theatres on March 18, 2020 and rent-free periods allowed in certain international locations due to mall closures. Utilities and other costs decreased to $31.6 million ($37.9 million in constant currency) for the 2020 period compared to $64.2 million for the 2019 period due to the temporary closure of all of our international theatres on March 18, 2020, as many of these costs are variable in nature.

General and Administrative Expenses. General and administrative expenses ~~decreased to $69.1~~increased $4.1 million for the ~~2020~~2021 period ~~from $82.3 million for~~compared to the ~~2019~~2020 period. The ~~decrease was~~increase is primarily due to the temporary salary reductions and furloughs for our corporate workforce that occurred during the ~~furlough~~second half of ~~a portion~~the 2020 period, in response to the temporary closure of all of our ~~corporate office staff~~theatres in March 2020, increased share based compensation expense due to the issuance of equity awards to employees as ~~a result of the temporary theatre closures (see Note 2)~~retention measures during 2020 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 to $128.8~~increased $6.3 million during the ~~2020~~2021 period ~~compared~~primarily due to ~~$129.0 million~~the digital projectors received in a non-cash distribution from DCIP during the ~~2019 period.~~fourth quarter of 2020. See Note 10 to the condensed consolidated financial statements for discussion of the non-cash distribution from DCIP.

Impairment of Long-Lived Assets. No asset impairment charges were recorded during the 2021 period. We recorded asset impairment charges ~~on assets held and used~~ of $16.6 million during the 2020 ~~period compared to $18.1 million during the 2019~~ ~~period~~.period. The ~~long-lived~~ asset impairment charges recorded during each of the periods presented were specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre. The long-lived asset impairment

the prolonged impact of the COVID pandemic on our operations, as some theatres remained closed and film content continued to shift into future periods, both of which impacted ~~by the temporary closure of~~ our ~~theatres and the associated assumptions related to~~ estimated future cash ~~flows.~~flows for theatres. Impairment charges for the 2020 period impacted ~~four countries and impairment charges for the 2019 period impacted seven~~eight countries. See Note 13 to our condensed consolidated financial statements.

Restructuring ~~costs.~~Costs. ~~We recorded restructuring~~Restructuring costs ofwere $(0.9) million during the 2021 period compared to $19.5 million during the 2020 period. The credit recorded during the 2021 period was primarily the result of settlements of lease obligations below the original estimated amounts. Charges recorded during the 2020 period related to ~~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.

Loss on Disposal of Assets and Other. We recorded a loss on disposal of assets and other of $6.9 million during the 2021 period compared to $2.3 million during ~~2020 period compared to $5.6 million during~~ the ~~2019~~2020 period. Activity for the 2021 period was primarily related to the write-off of certain digital projectors recently received from DCIP in a non-cash distribution that were replaced with laser projectors, partially offset by gains on the sales of excess land parcels. See Note 10 for discussion of the distribution of digital projectors from DCIP. Activity for the 2020 ~~and 2019 periods were~~period was primarily due to the retirement of assets related to theatre remodels.

Interest Expense. Interest expense, which includes amortization of debt issue costs ~~incurred, including~~and amortization of accumulated losses ~~associated with debt issue costs, were $53.0~~for swap amendments, increased to $73.6 million during the ~~2020~~2021 period compared to ~~$50.1~~$55.7 million ~~during~~for the ~~2019~~2020 period. The increase was primarily due to the issuance of 8.750% senior secured notes on April 20, 2020, the issuance of 4.50% convertible notes on August 21, 2020 and ~~additional borrowings during~~ the ~~second quarter~~issuance of ~~2020 as discussed in~~5.875% senior secured notes on March 16, 2021. See Note 7 to our condensed consolidated financial statements.

~~Amortization~~Loss on Extinguishment of ~~Accumulated Losses for Amended Swap Agreements.~~Debt. We recorded ~~amortization~~a loss on extinguishment of ~~our amended and extended interest rate swap agreements~~debt of ~~$2.7~~$6.5 million during the ~~2020 period.~~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 ~~further discussion at~~ Note 7 to our condensed consolidated financial statements.

Distributions from NCM. We recorded distributions from NCM of ~~$5.9~~$0.1 million during the ~~2020~~2021 period compared to ~~$6.7~~$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 9 to our condensed consolidated financial ~~statements.~~statements for discussion of our investment in NCM.

Interest expense – NCM. We recorded non-cash interest expense of $11.8 million for the 2021 and 2020 ~~period compared to $9.5 million recorded during the 2019 period,~~periods, related to the significant financing component associated with certain of our agreements with NCM. See Note 9 to our condensed consolidated financial statements for further discussion.

Equity in ~~Income (Loss)~~Loss of Affiliates. We recorded equity in loss of affiliates of ~~$(11.6)~~$14.9 million during the 2021 period compared to $11.6 million during the 2020 ~~period compared to~~period. The increase in equity ~~in income~~loss of affiliates is primarily due to the impact of ~~$18.8 million during~~theatres being temporarily closed as a result of the ~~2019 period.~~COVID-19 pandemic as discussed at Note 2 to our condensed consolidated financial statements. See Notes 9 and 10 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax benefit of ~~$(101.3)~~$(6.7) million was recorded for the ~~2020~~2021 period compared to income tax ~~expense~~benefit of ~~$50.1~~$(101.3) million ~~recorded~~ for the ~~2019~~2020 period. The effective tax rate was approximately 1.9% for the 2021 period compared to 30.5% for the 2020 ~~period compared~~period. As a result of continued projected losses in 2021, the effective tax rate was negatively impacted by valuation allowances related to ~~27.1%~~certain foreign tax credits and deferred tax assets for which the ~~2019 period.~~ultimate realization is uncertain. The effective tax rate for the ~~six months ended June 30,~~ 2020 period was favorably impacted by the ~~projected~~ carryback of 2020 ~~federal tax~~ losses to tax years that had a 35% federal tax ~~rate. It was also favorably impacted by~~rate under the ~~projected state net operating loss carryforwards. The effective tax rate was unfavorably impacted by $14.2 million~~provisions of net discrete tax charges, including a $5.2 million charge related to a valuation allowance recorded against certain foreign net deferred tax assets in Colombia and Central America and $8.9 million related to the ~~remeasurement of deferred tax balances due to a projected net operating loss carryback.~~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,~~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, ~~and will fund~~we have funded operating expenses ~~while our theatres are closed~~ with cash on hand and recent additional financing discussed below under Financing Activities.

Cash used for operating activities was ~~$(153.9)~~$21.4 million for the six months ended June 30, ~~2020~~2021 compared to ~~cash provided by operating activities of $303.6~~$153.9 million for the six months ended 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 of our theatres effective March 18, 2020, the impact of our net loss on current tax accounts~~revenues earned during each period and the ~~level and~~ timing of payments to ~~landlords and other~~ vendors for expenses incurred during each ~~respective period.~~ 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 quarter of~~in 2020 with many of our landlords, resulting in approximately ~~$42.7~~$56.0 million in deferred lease ~~payments. We will begin~~

~~paying a portion~~payments as of ~~these deferred lease payments during the second half of 2020; however, a majority of the repayments~~June 30, 2021. Approximately $45.6 million will be ~~made during 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 $~~(46.8)~~30.8 million for the six months ended June 30, ~~2020~~2021 compared to $~~(125.2)~~46.8 million for the six months ended 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 six months ended June 30, ~~2020~~2021 and ~~2019~~2020 were as follows (in millions):

Period	New Theatres		Existing Theatres		Total		New Theatres		Existing Theatres		Total
Six Months Ended June 30, 2021							$	10.5	$	22.3	$	32.8
Six Months Ended June 30, 2020	$	9.8	$	37.2	$	47.0	$	9.8	$	37.2	$	47.0
Six Months Ended June 30, 2019	$	29.4	$	85.8	$	115.2

We operated ~~534~~521 theatres with ~~5,977~~5,864 screens worldwide as of June 30, ~~2020.~~2021. Theatres and screens acquired, built and closed during the three months ended June 30, ~~2020~~2021 were as follows:

	January 1, 2020		Built		Closed		June 30, 2020		January 1, 2021		Built		Closed		June 30, 2021
U.S (42 states)
Theatres		345		1		14		332		331		—		(8)		323
Screens		4,645		12		135		4,522		4,507		—		(81)		4,426

International (15 countries)
Theatres		209		1		8		202		200		1		(3)		198
Screens		1,487		14		46		1,455		1,451		6		(19)		1,438

Worldwide
Theatres		554		2		22		534		531		1		(11)		521
Screens		6,132		26		181		5,977		5,958		6		(100)		5,864

As of 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	$	13.1		3		42	$	33.4
International		2		18	$	5.9		2		24		3.7
Total		4		34				5		66	$	37.1

Subsequent to 2020
Subsequent to 2021
U.S.		10		126	$	90.4		5		60	$	37.9
International		8		63	$	32.7		7		49		24.3
Total		18		189				12		109	$	62.2

Total commitments at June 30, 2020		22		223	$	142.1
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 ~~plan to~~may fund capital expenditures for our continued development with cash flow from operations, borrowings under our senior secured credit facility, and proceeds from debt issuances, sale leaseback transactions and/or sales of excess real estate.

Cash used for financing activities was $6.9 million for the six months ended June 30, 2021 compared to cash provided by financing activities ~~was~~of $290.7 million for the six months ended June 30, ~~2020 compared to cash used for financing activities of ($93.6) million for~~2020. During the six months ended June 30, ~~2019. The increase~~2021, we issued the 5.875% Senior Notes and 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 ~~cash provided by financing activities was primarily due~~debt issuance costs and $2.1 million in fees related to these transactions and amendments to our Senior Secured Credit Facility during the six months ended June 30, 2021. During the six months ended June 30, 2020, we borrowed $98.8 million ~~proceeds from borrowings~~ on our revolving line-of-credit, which was repaid during the ~~Company’s revolving credit line~~third quarter of 2020, issued the 8.750% Secured Notes discussed below and ~~the issuance~~paid dividends to stockholders of ~~8.750% Senior Secured notes on April 20, 2020. In addition, we suspended our dividend due to the temporary closure of our theatres.~~$42.3 million.

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

We may from time to time, subject to compliance with our debt instruments, purchase our debt securities on the open market depending upon the availability and prices of such securities. Long-term debt consisted of the following as of June 30, ~~2020~~2021 (in millions):

Cinemark USA, Inc. term loan	$	643.0	$	636.4
Cinemark USA, Inc. revolving line of credit		98.8
Cinemark USA, Inc. 5.125% senior notes due 2022		400.0
Cinemark USA, Inc. 4.875% senior notes due 2023		755.0
Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025				460.0
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		6.1		31.4
Total long-term debt	$	2,152.9	$	2,547.8
Less current portion		7.3		20.9
Subtotal long-term debt, less current portion	$	2,145.6	$	2,526.9
Less: Debt discounts and debt issuance costs, net of accumulated amortization		28.3		48.3
Long-term debt, less current portion, net of debt issuance costs	$	2,117.3
Long-term debt, less current portion, net of debt discounts and unamortized debt issuance costs			$	2,478.6

As of June 30, ~~2020,~~2021, ~~approximately $1.2~~$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 $6.1 million under three 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.

	Payments Due by Period										Payments Due by Period
	(in millions)										(in millions)
			Less Than						After				Less Than						After
Contractual Obligations	Total		One Year		1 - 3 Years		3 - 5 Years		5 Years		Total		One Year		1 - 3 Years		3 - 5 Years		5 Years
Long-term debt ⁽¹⁾	$	2,152.9	$	7.3	$	1,272.4	$	873.2	$	—	$	2,547.8	$	20.9	$	23.6	$	1,732.0	$	771.3
Scheduled interest payments on long-term debt ⁽²⁾	$	365.3	$	103.0	$	193.2	$	69.1	$	—	$	643.4	$	129.3	$	255.9	$	177.8	$	80.4

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.~~26, 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. ~~After giving effect to a letter of credit outstanding as of June 30, 2020,~~ Cinemark USA, Inc. had no$100.0 million available borrowing capacity on the revolving credit ~~line.~~line as of June 30, 2021.

Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or, if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of 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. AsSee below for discussion of ~~June 30, 2020, the actual ratio was approximately 1.9 to 1.~~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. As of June 30, 2020, Cinemark USA, Inc. could have distributed up to approximately $3,081 million (the~~amounts (collectively the “Applicable Amount”) ~~to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the Credit Agreement, subject to its available cash and other borrowing restrictions outlined in the agreement.~~ .

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

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

We have four interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with the variable interest rates on the term loan outstanding under the Credit Agreement. See Note 7 of our condensed consolidated financial statements for discussion of the interest rate swaps.

At June 30, ~~2020,~~2021, there was ~~$643.0~~$636.4 million outstanding under the term loan ~~$98.8 million of~~and no borrowings were outstanding under the $100.0 million revolving line of ~~credit and approximately $1.2 million was available for borrowing under the revolving credit line. On April 3, 2020, a letter of credit was cancelled and was no longer outstanding.~~credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement atas of June 30, ~~2020~~2021 was approximately 3.4% per annum, after giving effect to the interest rate swap agreements discussed above. ~~The average interest rate on the outstanding revolver borrowings was 1.8% at June 30, 2020.~~

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% 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 June 30, 2020, Cinemark USA, Inc. could have distributed up to approximately $3,198 million to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 5.125% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. Upon a change of control, as defined in the indenture governing the 5.125% Senior Notes, Cinemark USA, Inc. would be required to make an offer to repurchase the 5.125% 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% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of June 30, 2020 was approximately 3.2 to 1.

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

~~The indenture to the 4.875%~~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 June 30, ~~2020,~~2021, Cinemark USA, Inc. could have distributed up to approximately ~~$3,191 million~~$2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 4.875% Senior Notes, subject to its available cash and other borrowing restrictions outlined in the indenture. 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%~~5.875% 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 ~~4.875%~~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 June 30, ~~2020~~2021 was below zero.

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 ~~3.2~~$66 million of outstanding principal at the redemption price equal to 1.100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on March 16, 2021, the indenture governing the 5.125% Senior Notes was fully satisfied and discharged.

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

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. As of June 30, 2021, Cinemark USA, Inc. could have distributed up to approximately $2.9 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indenture to the 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, 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. The required minimum coverage ratio is 2 to 1 and our actual ratio as of June 30, 2021 was below zero.

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 ~~notes~~8.750% Senior Notes will mature on May 1, 2025; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount of the 5.125% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds ~~$50,000,~~$50 million, the ~~notes~~8.750% Senior Notes will mature on September 14, 2022 and (ii) on February 27, 2023, the aggregate outstanding principal amount of the 4.875% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds ~~$50,000,~~$50 million, the ~~notes~~8.750% Senior Notes will mature on February 28, 2023. Interest on the ~~notes~~8.750% Senior Notes will be payable on May 1 and November 1 of each year, beginning on November 1, 2020.

The 8.750% Secured Notes ~~will be~~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 June 30, 2021, Cinemark USA, Inc. could have distributed up to approximately $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 June 30, 2021 was below zero.

On August 21, 2020, Cinemark Holdings, Inc. issued $460 million 4.50% convertible senior notes (the “4.50% Convertible Senior Notes”). The notes will mature on August 15, 2025, unless earlier repurchased or converted. Interest on the notes will be payable on February 15 and August 15 of each year, beginning on February 15, 2021.

Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was ~~approximately 3.1~~less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (2) if we distribute to 1.all or substantially all stockholders (i) rights options or warrants entitling them to purchase shares at a discount to the recent average trading price of our common stock (including due to a stockholder rights plan) or (ii) our assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of our common stock, (3) upon the occurrence of specified corporate events as described further in the indenture. Beginning May 15, 2025, holders may convert their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, or (4) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price (initially $14.35 per share), on each applicable trading day. Upon conversion of the notes, we will pay or deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The conversion rate will initially be 69.6767 shares of our common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate will be subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture occurs prior to the maturity date, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such make-whole fundamental change.

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

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 ~~approximately $2.8~~$9.0 million under various local bank loans. Below is a ~~1% loan. 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 June 2023. Accrued~~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 ~~unpaid interest~~ is ~~to be paid when principal payments are due. We are subject to certain customary negative covenants under the loan.~~

During May and June 2020, our subsidiary in Colombia borrowed the USD equivalent of approximately $3.3 million under two variable rate loans. Aggregate principal payments are due monthly beginning in December 2020 through May 2023. Accrued and unpaid interest is to be paid when principal payments are due. The variable interest rates on the loans ranged from approximately 7.5% to 8.5%considered restricted cash as of June 30, ~~2020. We are subject to certain customary negative covenants~~2021. These restricted cash amounts do not impact the Applicable Amount as defined under the ~~loans.~~Credit Agreement or the restricted payments as defined in the indentures to the notes as described above.

As of 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 June 30, ~~2020,~~2021, we had an aggregate of approximately ~~$147.9~~$67.8 million of variable rate debt outstanding. Based on the interest rates in effect on the variable rate debt outstanding at June 30, ~~2020,~~2021, a 100 basis point increase in market interest rates would increase our annual interest expense by approximately ~~$1.5~~$0.7 million.

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

	Expected Maturity for the Twelve-Month Periods Ending March 31,																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	$	1,840.5		5.0	%	$	—	$	—	$	—	$	850.0	$	865.0	$	765.0	$	2,480.0	$	2,873.2		5.1	%
Variable rate ⁽¹⁾		7.3		9.3		108.1		6.6		16.6		—		147.9		144.0		2.0	%		20.9		14.4		9.2		16.9		0.1		6.3		67.8		66.7		2.9	%
Total debt	$	7.3	$	9.3	$	1,263.1	$	6.6	$	866.6	$	—	$	2,152.9	$	1,984.5				$	20.9	$	14.4	$	9.2	$	866.9	$	865.1	$	771.3	$	2,547.8	$	2,939.9

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 7 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.~~26, 2021.

As of 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 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 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 19, there have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed February ~~21, 2020~~26, 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~~,26, 2021, as updated by ~~the information related to COVID-19 below, including the documents incorporated by reference therein.~~

The COVID-19 pandemic, which has caused us to temporarily close nearly all of our theatres, has had and continues to have adverse effects on our business, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness, including the notes offered hereby, some of which may be significant.

The outbreak of the COVID-19 pandemic has had an unprecedented impact on the world and our industry. The situation continues to be volatile and the social and economic effects are widespread. As a movie exhibitor that operates spaces where patrons gather in close proximity, our business 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 the government mandates at the initial outbreak of the COVID-19 pandemic, we temporarily closed all 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 in the U.S., halted non-essential operating and capital expenditures, suspended our quarterly dividend, negotiated modified timing of contractual payments with landlords and other major suppliers, and pursued similar actions in international markets to the extent permitted by local laws. While we have reopened five theatres effective June 19, 2020, our re-opening plans for the remainder of the circuit continues to evolve given the uncertainty with respect to continuing government-mandated closures and the lack of new film content from the film studios. Accordingly, the outbreak of the COVID-19 pandemic continues to have adverse effects on our business. We cannot predict when the effects of the COVID-19 pandemic will subside, our theatres will be allowed to open or our business will return to normal levels after reopening. The longer and more severe the pandemic, including repeat or cyclical outbreaks beyond the one we are currently experiencing, the more severe the adverse effects will be on our business, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness, including the notes offered hereby.

Even when we reopen our theatres, governmental restrictions such as limitations on capacity and food and beverage sales could continue to have significant impact on our business, results of operations, liquidity, cash flows and financial conditions. Additionally, we cannot guarantee we will recover as rapidly as other industries when the COVID-19 pandemic subsides. For example, once federal, state and local government restrictions are lifted, it is unclear how quickly patrons will return to our theatres, which may be a function of continued concerns over safety and/or depressed consumer sentiment due to adverse economic conditions, including job losses, among other factors. Even once theatres are reopened, a single case of COVID-19risk factors included in a theatre could result in additional costs and further closures. If we do not respond appropriately to the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation, which could adversely affect our business. Furthermore, the effects of the pandemic on our business could be long-lasting and could continue to have adverse effects on our business, results of operations, liquidity, cash flows and financial condition, some of which may be significant, and may adversely impact our ability to operate our business after our temporary closure ends on the same terms as we conducted business prior to the pandemic. Significant impacts on our business caused by the COVID-19 pandemic may include, among others:

The outbreak of COVID-19 has also significantly increased economic and demand uncertainty. It is likely that the current outbreak or continued spread of COVID-19 will cause an economic slowdown, and it is possible that it could cause a global recession.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section of the Form 10-K as updated by the Current Report on Form 8-K that was filed on April 13, 2020, including but not limited to those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

While we have elected to take advantage of certain tax-related benefits available under the CARES Act and continue to review and evaluate other available potential benefits under the CARES Act as well as any other current and future legislation enacted into law, we cannot guarantee that we will be eligible for, or be successful in, obtaining any relief under any such law. If we receive certain government disaster relief assistance, we 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.March 4, 2021.

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.

Delaware		20-5490327
(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)


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

			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements	4

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

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

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

		Condensed Consolidated Statements of Cash Flows for the six months ended 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	3431

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4745

	Item 4.	Controls and Procedures	4745

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	4846

	Item 1A.	Risk Factors	4846

	Item 6.	Exhibits	5047

SIGNATURES			5148

	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

						Estimated
						Fair Value at
Notional						June 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	$	10,934
$	175,000	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		13,984
$	137,500	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		11,398
$	150,000	March 31, 2020	0.57%	1-Month LIBOR	March 31, 2022		1,020
					Total	$	37,336

			Amount per Share
Declaration Date	Record Date	Payable Date	of Common Stock		Total
2/21/2020	3/6/2020	3/20/2020	$	0.36	$	42,567
Six Months Ended June 30, 2020			$	0.36	$	42,567

2/22/2019	3/8/2019	3/22/2019	$	0.34	$	39,905
5/23/2019	6/8/2019	6/24/2019		0.34		40,012
Six Months Ended June 30, 2019			$	0.68	$	79,917

	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	)

	As of			As of
	June 25, 2020			December 26, 2019
Current assets	$	197,700		$	185,400
Noncurrent assets	$	700,900		$	706,600
Current liabilities	$	46,700		$	125,500
Noncurrent liabilities	$	1,074,600		$	947,800
Members deficit	$	(222,700	)	$	(181,300	)

	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	)		—		(878	)		—			—		(11,261	)
Equity in income (loss)		(11,569	)		43		(705	)		(719	)		—		(12,950	)
Other		50			—		—			—			6		56
Balance at June 30, 2020	$	102,794		$	5,065	$	1,586		$	18,800		$	2,885	$	131,130

		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	)

	Six Months Ended June 30,
	2021		2020
Compensation expense recognized during the period	$	8,946	$	5,403
Fair value of restricted shares that vested during the period	$	2,477	$	8,700
Income tax benefit (cost) related to restricted stock awards	$	55	$	2,620

	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

	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

	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

For the six months ended December 31, 2021	$	1,377
For the twelve months ended December 31, 2022		2,581
For the twelve months ended December 31, 2023		2,485
For the twelve months ended December 31, 2024		2,485
For the twelve months ended December 31, 2025		2,363
Thereafter		1,516
Total	$	12,807

	Balance at January 1, 2020			Amortization			Other ⁽¹⁾			Balance at June 30, 2020
Intangible assets with finite lives:
Gross carrying amount	$	85,007		$	—		$	(1,672	)	$	83,335
Accumulated amortization		(63,924	)		(2,431	)		—			(66,355	)
Total net intangible assets with finite lives	$	21,083		$	(2,431	)	$	(1,672	)	$	16,980

Intangible assets with indefinite lives:
Tradename and other		300,686			—			(551	)		300,135
Total intangible assets — net	$	321,769		$	(2,431	)	$	(2,223	)	$	317,115

For the six months ended December 31, 2020	$	2,457
For the twelve months ended December 31, 2021		2,828
For the twelve months ended December 31, 2022		2,674
For the twelve months ended December 31, 2023		2,576
For the twelve months ended December 31, 2024		2,576
Thereafter		3,869
Total	$	16,980


~~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,~~as tenant, for Cinedome 12, Henderson, NV. ~~N.A., as trustee and collateral agent, governing the 8.750% senior secured notes issued thereunder (incorporated by~~ ~~reference to Exhibit 4.1 to Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on April 20,~~ ~~2020).~~

~~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 Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401,~~ ~~filed on April 20, 2020).~~

~~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 (incorporated by reference to Exhibit 10.1 to~~tenant, for Century Larkspur, Larkspur, CA. ~~Cinemark Holdings, Inc.’s Current Report on Form 8-K, File No. 001-33401, filed on April 20, 2020).~~

*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 Holdings, Inc.’s Form 10-Q for the quarter ended June 30, ~~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), (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

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

		CINEMARK HOLDINGS, INC.
		Registrant

DATE:	August ~~4, 2020~~6, 2021

		/s/ Mark Zoradi
		Mark Zoradi
		Chief Executive Officer

		/s/ Sean Gamble
		Sean Gamble
		Chief Financial Officer

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