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 ~~30, 2021, 119,627,128~~29, 2022, 120,559,362 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~~the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of ~~1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.~~1995. 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 to:

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~~neither historical facts nor guarantees of future ~~performance~~performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and are, therefore, subject to risks, inherent uncertainties and other factors, some of which are beyond our control and difficult to predict, including, among others, the impacts of ~~COVID-19.~~the COVID-19 pandemic. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections, of, or incorporated by reference to, ~~the Company’s~~ Cinemark Holdings, Inc.'s Annual Report on Form 10-K filed February ~~26, 2021~~ ~~and the Current Report on Form 8-K filed March 4, 2021~~.25, 2022. 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.

Unless the context otherwise requires, all references to “we,” “our,” “us,” “the issuer,” “the Company” or “Cinemark” relate to Cinemark Holdings, Inc. and its consolidated subsidiaries. All references to Latin America are to Brazil, Argentina, Chile, Colombia, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay.


	June 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
Assets
Current assets
Cash and cash equivalents	$	595,884		$	655,338		$	695.1		$	707.3
Inventories		14,440			12,593			20.3			15.5
Accounts receivable		35,312			25,265			67.3			68.8
Current income tax receivable		39,381			165,151			45.0			46.6
Prepaid expenses and other		34,664			34,400			45.3			36.2
Total current assets		719,681			892,747			873.0			874.4
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
Theatre properties and equipment, net of accumulated depreciation of $2,093.8 and $1,985.9								1,296.0			1,382.9
Operating lease right-of-use assets, net		1,229,587			1,278,191			1,180.6			1,230.8
Other assets
Goodwill		1,255,150			1,253,840			1,251.3			1,248.8
Intangible assets, net		312,986			314,195			309.8			310.8
Investment in NCM		147,629			151,962			40.2			135.4
Investments in affiliates		23,629			23,726			25.6			25.2
Deferred charges and other assets, net		31,592			33,199			27.5			22.3
Total other assets		1,770,986			1,776,922			1,654.4			1,742.5
Total assets	$	5,212,818		$	5,562,922		$	5,004.0		$	5,230.6

Liabilities and equity
Current liabilities
Current portion of long-term debt	$	20,910		$	18,056		$	25.7		$	24.3
Current portion of operating lease obligations		211,468			208,593			219.4			217.1
Current portion of finance lease obligations		14,439			16,407			14.7			14.6
Current income tax payable		0			5,632			0.2			—
Accounts payable and accrued expenses		404,905			357,753			465.8			513.1
Total current liabilities		651,722			606,441			725.8			769.1
Long-term liabilities
Long-term debt, less current portion		2,478,626			2,377,162			2,474.9			2,476.3
Operating lease obligations, less current portion		1,085,539			1,138,142			1,023.2			1,078.3
Finance lease obligations, less current portion		109,327			124,609			95.3			102.6
Long-term deferred tax liability		45,178			79,525			41.3			39.8
Long-term liability for uncertain tax positions		42,085			19,225			46.8			45.9
NCM screen advertising advances		350,362			344,255			342.8			346.0
Other long-term liabilities		52,241			74,594			35.2			38.1
Total long-term liabilities		4,163,358			4,157,512			4,059.5			4,127.0
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
Common stock, $0.001 par value: 300.0 shares authorized, 126.07 shares issued and 120.56 shares outstanding at June 30, 2022 and 125.10 shares issued and 119.75 shares outstanding at December 31, 2021								0.1			0.1
Additional paid-in-capital		1,182,540			1,245,569			1,208.9			1,197.8
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
Treasury stock, 5.52 and 5.35 shares, at cost, at June 30, 2022 and December 31, 2021, respectively								(93.2	)		(91.1	)
Retained deficit								(536.8	)		(389.4	)
Accumulated other comprehensive loss		(391,162	)		(398,653	)		(371.0	)		(394.5	)
Total Cinemark Holdings, Inc.'s stockholders' equity		387,158			787,973			208.0			322.9
Noncontrolling interests		10,580			10,996			10.7			11.6
Total equity		397,738			798,969			218.7			334.5
Total liabilities and equity	$	5,212,818		$	5,562,922		$	5,004.0		$	5,230.6

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

~~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, ~~2020,~~2021, 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 ofover which the Company has control are consolidated while those ~~affiliates~~investments in entities of which the Company owns between ~~20%~~20% and ~~50%~~50% and does not control are accounted for under the equity method. ~~Those~~ ~~affiliates~~Investments in entities of which the Company owns less than ~~20%~~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,~~entities, in which case the Company would account for its investment under the equity method. TheThe results of these subsidiaries and ~~affiliates~~entities 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, ~~2020,~~2021, included in the Annual Report on Form 10-K filed February ~~26, 2021~~25, 2022 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, ~~2021~~2022 are not necessarily indicative of the results to be achieved for the full year.

Amounts included in the condensed consolidated financial statements of this Quarterly Report on Form 10-Q are rounded in millions. The amounts reported in the consolidated financial statements, and the notes thereto, of the Annual Report on Form 10-K for the year ended December 31, 2021 filed February 25, 2022 are rounded in thousands.

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 “Restructuring Plan”). in response to the COVID-19 pandemic. The Restructuring Plan primarily included a ~~permanent~~ headcount reduction at its domestic corporate office and the permanent closure of certain domestic and international theatres.

The ~~following table summarizes activity recorded~~Company paid approximately $0.4 related to previously accrued restructuring costs during the ~~three~~six months ended June 30, ~~2021:~~

2022. The Company recorded a $0.2 reduction to previously accrued restructuring costs during the six months ended June 30, 2022 related to the settlement of facility closure costs for certain theatres. The remaining accrued restructuring costs of ~~$5,243~~$0.8, which are primarily related to facility closure costs, are reflected in accounts payable and accrued expenses on the condensed consolidated balance sheet as of June 30, ~~2021.~~ 2022.

Accounting Standards Update (“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~~does not expect ASU 2020-04 and ASU 2021-01 ~~and their~~to have a material impact on its condensed consolidated financial statements.

ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, (“ASU 2021-10”). The purpose of ASU 2021-10 is to provide annual disclosure guidance about transactions with a government for which the entity is applying a grant or contribution accounting model by analogy. More specifically, the amendments in ASU 2021-10 require disclosure of a) the nature of the transactions and the related accounting policy used to account for the transactions, b) the line items on the balance sheet and statement of loss, including the amounts applicable to each line item, that are affected by the transactions and c) significant terms and conditions of the transactions, including commitments and contingencies. The amendments in ASU 2021-10 are effective for annual periods beginning after December 15, 2021. The amendments in ASU 2021-10 should be applied either a) prospectively to all transactions at the date of initial application and new transactions that are entered into after the date of initial application or b) retrospectively to those transactions. The Company will provide the disclosures required by ASU 2021-10 in its Form 10-K for the year ended December 31, 2022.

Upon the temporary closure of theatres in March 2020, the Company ~~initiated discussions with landlords to negotiate~~began negotiating the deferral of rent and other lease-related payments with ~~certain of~~ its ~~landlords. The~~landlords while theatres remained closed. These negotiations resulted in amendments ~~signed with~~to the ~~landlords~~leases that 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 remaining deferred payments ~~deferred~~ as of June 30, 2022 and December 31, 2021 were ~~$56,022, of which $45,573 is~~$13.3 and $31.9, respectively, and are included in accounts payable and accrued expenses ~~and $10,449 is included in other long-term liabilities~~ in the condensed consolidated balance ~~sheet.~~sheets.

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

As of June 30, ~~2021,~~2022, the Company had signed lease agreements with total ~~contractual minimum~~noncancelable lease payments of approximately ~~$158,149~~$69.8 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 ~~theatre leases which have~~theatres are not ~~yet commenced are excluded from~~included in the right-of-use assets and lease liabilities as of June 30, ~~2021.~~2022.

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~~revenue when the showtime for a purchased movie ticket has passed. Concession ~~revenues are~~revenue is recognized when products are sold to the consumer. Other ~~revenues~~revenue primarily ~~consist~~consists of screen advertising and screen rental ~~revenues,~~revenue, promotional income, studio trailer placements and transactional fees. Except for National CineMedia, LLC. ("NCM") screen advertising advances discussed below in Note 8, these revenues are generally recognized when the Company has performed the related services. The Company sells gift cards and discount ticket vouchers, the proceeds from which are recorded as deferred ~~revenues.~~revenue. Deferred ~~revenues~~revenue for gift cards and discount ticket vouchers ~~are~~is recognized when they are redeemed for concession items or, if redeemed for movie tickets, when the showtime has passed. The Company generally records breakage revenue on gift cards and discount ticket vouchers based on redemption activity and historical experience with unused balances. The Company offers a subscription program in the U.S. whereby patrons can pay a monthly or annual 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~~revenue and records admissions ~~revenues~~revenue 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 ana prepaid annual ~~membership~~ fee, the Company recognizes the fee collected as other ~~revenues~~revenue on a straight-line ~~basis over the term of the membership.~~basis. 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~~revenue based on the number of reward points issued to customers and recognizes the deferred ~~revenues~~revenue 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~~its loyalty and ~~discount ticket vouchers based on redemption activity and historical experience with unused balances. The Company also records breakage revenue~~subscription programs generally upon the expiration of loyalty points ~~and~~or 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.

Accounts receivable as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 included approximately ~~$12,338~~$22.0 and ~~$6,232~~$23.5, respectively, of receivables ~~respectively,~~ related to contracts with customers. The Company did 0t0t record any assets related to the costs to obtain or fulfill a contract with customers during the six months ended June 30, ~~2021 or June 30, 2020.~~2022.

The following table presents changes in the Company’s NCM screen advertising advances and other deferred ~~revenues~~revenue for the six months ended June 30, ~~2021.~~ 2022.

The table below summarizes the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of June 30, ~~2021~~2022 and when the Company expects to recognize this revenue.

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

The ~~impact of the~~ 4.50% Convertible Senior Notes, on diluted loss per share 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~~discussed further in Note 13 of the Company’s Annual Report on Form 10-K filed February 26, 2021, may be considered dilutive in future periods in which the Company has net income. The impact of such dilution on earnings per share will be calculated under the if-converted method, which requires that all of the shares of the Company’s common stock issuable upon conversion of the 4.50% Convertible Senior Notes will be included in the calculation of diluted EPS assuming conversion at the beginning of the reporting period. The closing price of the Company's common stock did not exceed the strike price of $18.65 per share (130% of the initial exercise price of $14.35 per share) during at least 20 of the last 30 trading days of the six months ended June 30, 2022 and, therefore, the 4.50% Convertible Senior Notes are not convertible during the third quarter of 2022. The if-converted value of the 4.50% Convertible Senior Notes exceeded the aggregate outstanding principal value of the notes by $58.4 as of June 30, 2022.

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 convertible note hedge transactions ~~are generally expected~~cover, subject to ~~reduce~~anti-dilution adjustments substantially similar to those applicable to 4.50% Convertible Senior Notes, the ~~potential dilution~~number of ~~any conversion~~shares of the Company’s common stock underlying the 4.50% Convertible Notes, which initially gives the Company the option to purchase approximately 32.0 shares of the Company’s common stock at a price of approximately $14.35 per share. Concurrently with entering into the convertible note hedge transactions, the Company also entered into warrant transactions with each option counterparty whereby the Company sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of the Company’s common stock, which initially gives the option counterparties the option to purchase approximately 32.0 million shares at a price of approximately $22.08 per share. The

economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes 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 earningsfrom approximately $18.65 per share ~~to the extent that the price~~ of the Company’s common stock ~~during a given measurement period exceeds~~to approximately $22.08 per share.

Long Term Debt

Long-term debt consisted of the ~~strike price (initially $22.08 per share).~~following for the periods presented:


	June 30,		December 31,
	2022		2021
Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025	$	460.0	$	460.0
Cinemark USA, Inc. term loan due 2025		629.8		633.1
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		405.0
Cinemark USA, Inc. 5.250% senior notes due 2028		765.0		765.0
Other		28.2		30.2
Total carrying value of long-term debt	$	2,538.0	$	2,543.3
Less: Current portion		25.7		24.3
Less: Debt issuance costs, net of accumulated amortization		37.4		42.7
Long-term debt, less current portion, net of unamortized debt issuance costs	$	2,474.9	$	2,476.3

~~Long Term Debt Activity~~

Senior Secured Credit Facility

Cinemark USA, Inc. has a senior secured credit facility that includes a ~~$700,000~~$700.0 term loan and a ~~$100,000~~$100.0 revolving credit line (the “Credit Agreement”). As of June 30, ~~2021,~~2022, there was ~~$636,434~~$629.8 outstanding under the term loan and 0 borrowings were outstanding under the revolving credit line. As of June 30, ~~2021, $100,000~~2022, $100.0 was available for borrowing under the revolving credit line. Quarterly principal payments of ~~$1,649~~$1.6 are due on the term loan through December 31, 2024, with a final principal payment of ~~$613,351~~$613.4 due on March 29, ~~2025. As a result of the June 15, 2021 amendment to the Credit Agreement discussed below, the~~2025. The revolving credit line matures on November 28, ~~2024.~~2024. The average interest rate applicable to outstanding term loan borrowings under the Credit Agreement atas of June 30, ~~2021~~2022 was approximately ~~3.4%~~3.7% per annum, after giving effect to the interest rate swap agreements discussed below.

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

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

~~5.875% Senior Notes~~

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

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

The indenture to the 5.875% Senior Notes contains covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. Upon a change of control, as defined in the indenture, the Company would be required to make an offer to repurchase the 5.875% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances.

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

~~5.125% Senior Notes~~

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

The Company recorded a loss on extinguishment of debt of $2,603 during the 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.

~~5.250% Senior Notes~~

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

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

(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.

~~4.875% Senior Notes~~

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

~~The Company recorded a loss on extinguishment of debt of $3,919, which included the write-off of $3,301 unamortized debt issuance costs and the payment of $618 in related fees.~~

~~Additional Borrowings of International Subsidiaries~~

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

Loan Amounts

Loan Description

(in USD)

Interest Rates

Covenants

Maturity
Peru bank loan

$
3,277

4.8%

Negative covenants

January 2024
Brazil bank loan

$
5,735

4.0%

Negative covenants

January 2029

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

Interest Rate Swap Agreements

Below is a summary of the Company’s interest rate swap agreements, which are designated as cash flow hedges, as of June 30, ~~2021:~~2022:

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In thousands, except share~~
Notional

Estimated

Amount

Effective Date

Pay Rate

Receive Rate

Expiration Date

Fair Value (1)

$
137.5

December 31, 2018

2.12%

1-Month LIBOR

December 31, 2024

$
3.0

$
175.0

December 31, 2018

2.12%

1-Month LIBOR

December 31, 2024

3.8

$
137.5

December 31, 2018

2.19%

1-Month LIBOR

December 31, 2024

2.7

Total

$
9.5

(1)

Approximately $4.3 of the total is included in prepaid expenses and ~~per share data~~

Estimated

Fair Value at

Notional

June 30,

Amount

Effective Date

Pay Rate

Receive Rate

Expiration Date

2021 ⁽¹⁾

$
137,500

December 31, 2018

2.12%

1-Month LIBOR

December 31, 2024

$
7,236

$
175,000

December 31, 2018

2.12%

1-Month LIBOR

December 31, 2024

9,215

$
137,500

December 31, 2018

2.19%

1-Month LIBOR

December 31, 2024

7,592

$
150,000

March 31, 2020

0.57%

1-Month LIBOR

March 31, 2022

507

Total

$
24,550

other and $5.2 is included in deferred charges and other assets, net on the condensed consolidated balance sheet as of June 30, 2022.

~~(1)~~

Approximately $9,680 of the total is included in accounts payable and accrued expenses and $14,870 is included in other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2021.

Effective March 31, 2020, the Company amended and extended its 3 then existing interest rate swap agreements, 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. Upon amending the interest rate swap agreements effective March ~~31,2020,~~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~~$29.4 is being amortized to interest expense through December 31, 2022, the original maturity dates of the swaps. Approximately ~~$1,124 and $2,248~~$1.1 was recorded in interest expense in the condensed consolidated ~~income statement~~statements of loss for the three months ended June 30, 2022 and 2021 and $2.2 was recorded in interest expense in the condensed consolidated statements of loss for the six months ended June 30, ~~2021, respectively.~~2022 and 2021.

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~~sheets 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~~approach and, 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.~~agreement. Therefore, the Company’s measurements use significant unobservable inputs, which fall in Level 2 of the U.S.

~~Adoption~~21

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data, unaudited)

GAAP hierarchy as defined by FASB ASC Topic 820-10-35. The Company is assessing the impact of reference rate reform, as well as the impact of ASU ~~2020-06~~2020-04 and ASU 2021-01, on the Company's interest rate swaps. See further discussion at Note 3.

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:

•

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

•

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

•

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

•

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

Fair Value of Long-Term Debt

The Company estimates the fair value of its long-term debt primarily using ~~the market approach, which utilizes~~ quoted market prices, ~~that~~which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by ASC 820, Fair Value Measurement (“ASC Topic 820”).The table below presents the carrying value and fair value of the Company's long-term debt as of the periods presented:


	As of
	June 30, 2022		December 31, 2021
Carrying value (1)	$	2,538.0	$	2,543.3
Fair value (2)	$	2,457.5	$	2,749.8

(1)

The carrying value excludes unamortized debt issuance costs.

(2)

Includes the fair value of the ~~Company’s long-term debt, excluding unamortized debt discounts~~4.500% convertible senior notes of $597.9 and ~~debt issue costs, was $2,547,815 and~~

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

$~~$2,527,900~~691.9 as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. ~~The fair value of the Company’s long-term debt was $2,939,926 and $2,652,635 as of June 30, 2021 and December 31, 2020, respectively.~~

8. ~~Equity~~

~~Below is a summary of changes~~

Investment in ~~stockholders’ equity attributable to Cinemark Holdings, Inc., noncontrolling interests and total equity for the three and six months ended June 30, 2021 and 2020:~~

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

National CineMedia LLC

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Common Stock

Treasury Stock

Additional Paid-In-Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Cinemark Holdings, Inc. Stockholders’ Equity

Noncontrolling Interests

Total Equity

Balance at January 1, 2020

$
122

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

$
687,332

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

$
12,508

$
1,448,322

Issuance of share based awards and share based awards compensation expense

—

—

4,111

—

—

4,111

—

4,111

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

—

(2,691
)

—

—

—

(2,691
)

—

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

—

—

—

(42,311
)

—

(42,311
)

—

(42,311
)
Dividends paid to noncontrolling interests

—

—

—

—

—

—

(392
)

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

—

—

—

(256
)

—

(256
)

—

(256
)
Net 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

~~(1)~~

On March 20, 2020 the Company paid a $0.36 dividend per common share to stockholders of record on March 6, 2020. Additionally, the Company accrued dividends on outstanding unvested restricted stock units.

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

9.	~~Investment in National CineMedia LLC~~

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


	Investment in NCM			NCM Screen Advertising Advances			Equity in Loss		Other Revenue			Interest Expense - NCM		Cash Received (2)


Balance as of January 1, 2022	$	135.4		$	(346.0	)
Receipt of common units due to annual common unit adjustment ("CUA")		1.3			(1.3	)
Screen rental revenue earned under ESA (1)		—			—		$	—	$	(9.8	)	$	—	$	9.8
Interest accrued related to significant financing component		—			(11.7	)		—		—			11.7		—
Equity in loss		(9.7	)		—			9.7		—			—		—
Impairment of investment in NCM		(86.8	)		—			—		—			—		—
Amortization of screen advertising advances		—			16.2			—		(16.2	)		—		—
Balance as of and for the six months ended June 30, 2022	$	40.2		$	(342.8	)	$	9.7	$	(26.0	)	$	11.7	$	9.8

Investment
in NCM

NCM Screen Advertising Advances

Distributions
from NCM

Equity in
Loss

Other
Revenue

Interest
Expense - NCM

Cash Received

Balance as of January 1, 2021

$
151,962

$
(344,255
)

Receipt of common units due to annual common unit adjustment ("CUA")

10,237

(10,237
)

—

—

—

—

—

Screen rental revenues earned under ESA ⁽¹⁾

—

—

—

—

(3,790
)

—

3,790

Interest accrued related to significant financing component

—

(11,797
)

—

—

—

11,797

—

Receipt under tax receivable agreement

(156
)

—

(77
)

—

—

—

233

Equity in loss

(14,414
)

—

—

14,414

—

—

—

Amortization of screen advertising advances

—

15,927

—

—

(15,927
)

—

—

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

(1)

Amounts include the per patron and per digital screen theatre access fees due to the Company, net of amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire of approximately $3.8.

(2)

The Company had a receivable from NCM of $7.1 as of June 30, 2022.

~~(1)~~

Investment in National CineMedia

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. T~~he Company does not recognize undistributed equity~~ See Note 8 to the Company's Annual Report on Form 10-K filed February 25, 2022 for additional discussion of the Company's investment in NCM as well as the ~~earnings on~~accounting for 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 incomeand subsequent ~~to recognizing an excess distribution.~~common unit adjustments.

Common Unit Adjustments

The Company also periodically receives consideration in the form of common units from NCM. Annual adjustments to the common membership units are made primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated. The common units received are recorded at estimated fair value as an increase in the Company’s investment in NCM with an offset to NCM screen advertising advances.

During March ~~2021,~~2022, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, the Company received an additional ~~2,311,482~~0.5 common units of NCM onduring April ~~14, 2021. The Company~~2022 and recorded ~~these~~the additional common units received at antheir estimated fair value of ~~$10,237~~$1.3 with a corresponding adjustment to NCM screen advertising advances. The fair value of the common units received was estimated based on the market price of ~~NCMI~~National Cinemedia,

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data, unaudited)

Inc. ("NCMI") common stock (Level 1 input as defined in FASB ASC Topic 820) at the time the common units were determined, adjusted for volatility associated with the estimated time period it would take to convert the common units and register the respective shares.

Impairment of NCM Investment

As of June 30, ~~2021,~~2022, the Company owned a total of ~~43,161,550~~43.7 common units of NCM representing an ownership interest of approximately ~~26%~~25.5%. Each of the Company’s common units in NCM is convertible into 1 share of ~~NCM, Inc.~~NCMI common stock. As of June 30, ~~2021,~~2022, the estimated fair value of the Company’s investment in NCM was approximately ~~$218,829~~$40.2 based on ~~NCM, Inc.’s~~NCMI's stock price as of June 30, ~~2021~~2022 of ~~$5.07~~$0.92 per share (Level 1 input as defined in FASB ASC Topic 820).

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In thousands, except~~Because the share price of NCMI was significantly below the Company’s carrying value of NCM per common unit and ~~per share data~~

due to the prolonged recovery of NCM's business, the Company wrote down its investment in NCM to its estimated fair value, in accordance with ASC 323-10-35, recording an $86.8 charge to impairment expense during the six months ended June 30, 2022.

Exhibitor Services Agreement

As discussed above, the Company’s domestic theatres are part of the in-theatre digital network operated by NCM, ~~under~~the terms of which are defined in the ESA. NCM provides advertising to ~~the Company’s~~its 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 or screen rental revenue on a per patron basis. ~~The screen advertising revenues~~See Note 8 to the Company's Annual Report on Form 10-K filed February 25, 2022 for further discussion of the accounting for revenue earned under the ESA ~~are reflected in other revenue on~~as well as 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 timeaccounting related to NCM and has extended the term through February 2041. Since the agreement was amended, the Company was required to evaluate the revised contract under ASC Topic 842, Leases, and as a result, determined that the ESA met the definition of a lease. screen advertising advances.

The Company leases nonconsecutive periods of use of its domestic theatre screens to NCM for purposes of showing third party advertising content. The lease, which is classified as an operating lease, generally requires variable lease payments based on the number of patrons attending the showtimes during which such advertising is shown. The lease agreement is considered short-term due to the fact that the nonconsecutive periods of use, or advertising time slots, are set on a weekly basis. The revenues earned under the ESA, both before and after the amendment, are reflected in other revenue on the consolidated income statement.

~~The recognition of revenue related to the~~deferred NCM screen advertising advances are recorded ~~through February 2041.~~

Twelve Months Ended June 30,

Remaining Maturity

2022

2023

2024

2025

2026

Thereafter

Total

NCM screen advertising advances ⁽¹⁾

$
8,819

$
9,428

$
10,081

$
10,780

$
11,528

$
299,726

$
350,362

~~(1)~~

~~Amounts are net of the estimated interest to be accrued for the periods presented. See discussion of significant financing component below.~~

~~Significant Financing Component~~

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 amortizedon a straight-line basis over the term of the ~~modified~~amended ESA or through February 2041. ~~In addition~~The table below summarizes when the Company expects to recognize this revenue:


	Twelve Months Ended June 30,
Remaining Maturity	2023		2024		2025		2026		2027		Thereafter		Total
NCM screen advertising advances (1)	$	9.5	$	10.1	$	10.8	$	11.6	$	12.4	$	288.4	$	342.8

(1)

Amounts are net of the estimated interest to be accrued for the periods presented. See discussion of significant financing component below.

Significant Financing Component

As discussed in Note 8 to the ~~consideration received upon~~Company's Annual Report on Form 10-K filed February 25, 2022, the Company's ESA ~~modification during 2007, the Company also receives consideration in the form of common units from~~with 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 rental revenue and interest expense of ~~$15,927~~$16.2 and ~~$11,797,~~$11.7, respectively, during the six months ended June 30, ~~2021~~2022 and incremental screen rental revenue and interest expense of ~~$15,612~~$15.9 and ~~$11,825,~~$11.8, respectively, during the six months ended June 30, ~~2020.~~2021. The interest expense was calculated using the Company’s incremental borrowing rates at the time when the cash was received from the ~~NCMI~~NCM, Inc. IPO and each tranche of common units was received from NCM, which ranged from ~~4.4%~~4.4% to ~~8.3%~~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.

NCM Financial Information

Below is summary financial information for NCM for the periods indicated:

	Three Months Ended			Three Months ended			Six Months Ended			Six Months Ended
	July 1, 2021			June 25, 2020			July 1, 2021			June 25, 2020			Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
Gross revenues	$	13,958		$	4,000		$	19,403		$	68,700
													June 30, 2022			July 1, 2021			June 30, 2022			July 1, 2021
Gross revenue													$	67.1		$	14.0		$	103.0		$	19.4
Operating income (loss)	$	(29,699	)	$	(23,800	)	$	(57,938	)	$	(18,900	)	$	5.6		$	(29.7	)	$	(16.9	)	$	(57.9	)
Net loss	$	(46,867	)	$	(37,800	)	$	(90,364	)	$	(46,400	)	$	(15.1	)	$	(46.9	)	$	(54.6	)	$	(90.4	)


	As of			As of
	June 30, 2022			December 30, 2021
Current assets	$	127.0		$	115.4
Noncurrent assets	$	646.6		$	658.0
Current liabilities	$	279.3		$	67.2
Noncurrent liabilities	$	945.4		$	1,114.7
Members deficit	$	(451.1	)	$	(408.5	)

2123

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~In thousands,~~(in millions, except ~~share and~~ per share data, unaudited)

Other Investments

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
)

~~10.~~

~~Other Investments~~

Digital Cinema Implementation Partners LLC (“DCIP”)

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,~~2022, the Company had a ~~33%~~33% voting interest in DCIP and a ~~24.3%~~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~~received a virtual print fee ("VPF") each time the studio ~~books~~booked a film or certain other content on the leased digital projection systems. Other content distributors entered into similar DCDAs that ~~provide~~provided 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 definedexpired 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 lateOctober 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 generated from their operations to the Exhibitors ~~upon~~during 2019. As the ~~payoff~~DCDAs have expired and the MELA between the Company and Kasima has been terminated, as discussed below, DCIP and its subsidiaries no longer have regular operations, and final distributions are expected to be made to the Company in the third quarter of ~~its outstanding debt, which occurred during the year ended December 31, 2019.~~ 2022.

Effective November 1, 2020, the Company 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 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 at the time of the distribution, the investment in DCIP was reduced to zero at the time of the distribution. The Company does not recognize undistributed equity in the earnings or loss of its investment in DCIP until such time that future net earnings, less distributions received, surpass the amount of the excess distribution. The investment in DCIP on the condensed consolidated balance sheets as of December 31, 2021 and June 30, 2022 was $0.

Below is summary financial information for DCIP for the periods indicated:


	Three Months Ended					Six Months Ended
	June 30, 2022			June 30, 2021		June 30, 2022			June 30, 2021
Gross revenues	$	0.4		$	14.1	$	0.9		$	19.7
Operating income (loss)	$	(0.3	)	$	19.4	$	(0.8	)	$	23.4
Net income (loss)	$	(0.3	)	$	20.1	$	(0.9	)	$	24.0

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Gross revenues

$
14,098

$
23

$
19,722

$
32,533

Operating income (loss)

$
19,461

$
(37,305
)

$
23,441

$
(42,544
)
Net income (loss)

$
20,056

$
(37,966
)

$
23,957

$
(49,106
)


	As of
	June 30, 2022		December 31, 2021
Current assets	$	21.8	$	22.9
Current liabilities	$	11.4	$	11.6
Members' equity	$	10.4	$	11.3

As of

June 30, 2021

December 31, 2020

Current assets

$
39,792

$
36,372

Noncurrent assets

$
139

$
205

Current liabilities

$
13,426

$
39,844

Noncurrent liabilities

$
355

$
687

Members' equity

$
26,150

$
(3,954
)

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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, 2021 and 2020:

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Equipment lease payments ⁽¹⁾

$
—

$
—

$
—

$
1,038

Warranty reimbursements from DCIP

$
(434
)

$
—

$
(700
)

$
(3,123
)
Management service fees

$
4

$
—

$
15

$
84

~~(1)~~

As a result of the MELA amendment noted above, the Company recorded a lease termination liability during 2020. The lease termination payments made during the three and six months ended June 30, 2021 reduced the liability outstanding. The remaining termination liability of $1,041 as of June 30, 2021 is reflected in accrued other current liabilities on the condensed consolidated balance sheet.

Other Investment Activity

Below is a summary of activity for each of the Company’s other ~~investments for~~investees and corresponding changes to the Company's investment balances during the six months ended June 30, ~~2021:~~2022:

AC JV,
LLC

DCDC

FE Concepts

Other

Total

Balance at January 1, 2021

$
3,745

$
1,255

$
18,273

$
453

$
23,726

Equity income (loss)

(938
)

46

391

—

(501
)
Other

—

—

—

404

404

Balance at June 30, 2021

$
2,807

$
1,301

$
18,664

$
857

$
23,629


	AC JV, LLC			DCDC		FE Concepts		Other			Total
Balance at January 1, 2022	$	3.7		$	1.8	$	19.3	$	0.4		$	25.2
Cash distributions received		(1.5	)		0		0		0			(1.5	)
Equity income		1.3			0.1		0.6		0			2.0
Other		0			0		0		(0.1	)		(0.1	)
Balance at June 30, 2022	$	3.5		$	1.9	$	19.9	$	0.3		$	25.6

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data, unaudited)

Transactions with Other Investees

Below is a summary of transactions with each of the Company’s other investees for the three and six months ended June 30, 2022 and 2021:


		Three Months Ended					Six Months Ended
Investee	Transactions	June 30, 2022		June 30, 2021			June 30, 2022		June 30, 2021
DCIP	Equipment lease payments (1)	$	0	$	1.0		$	0	$	2.0
DCIP	Warranty reimbursements (2)	$	0	$	(0.4	)	$	0	$	(0.7	)
AC JV, LLC	Event fees paid (3)	$	2.7	$	0.4		$	4.5	$	0.6
DCDC	Content delivery fees paid (3)	$	0.1	$	0.1		$	0.3	$	0.2

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
)
(1)

As a result of the MELA amendment noted above, the Company recorded a lease termination liability during 2020. Lease termination payments of $1.0 and $2.0 made to DCIP during the three and six months ended June 30, 2021, respectively, reduced the liability outstanding, which was fully paid by October 2021.

~~(1)~~

~~Included in film rentals and advertising costs on the condensed consolidated statements of income.~~

(2)

Included in utilities and other costs on the condensed consolidated statements of loss.

~~(2)~~

~~Included in other revenues on the condensed consolidated statements of income.~~

(3)

Included in film rentals and advertising costs on the condensed consolidated statements of loss.

~~11.~~

~~Treasury Stock and Share Based Awards~~

10.

Treasury Stock — and Share Based Awards

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, ~~2021:~~2022:

	Number of
	Treasury				Number of
	Shares		Cost		Treasury
Balance at January 1, 2021		5,050,981	$	87,004
					Shares		Cost
Balance at January 1, 2022						5.35	$	91.1
Restricted stock withholdings ⁽¹⁾		378		12		0.12		2.1
Restricted stock forfeitures		41,482		0		0.05		0
Balance at June 30, 2021		5,092,841	$	87,016
Balance at June 30, 2022						5.52	$	93.2

(1)

The Company withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock and restricted stock units. The Company determined the number of shares to be withheld based upon market values of the Company's common stock on the vest dates, which ranged from $15.18 to $17.51 per share.

~~(1)~~

The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units. The Company determined the number of shares to be withheld based upon market values ranging from $17.41 to $24.14 per share.

As of June 30, ~~2021,~~2022, the Company had no plans to retire any shares of treasury stock.

Restricted Stock –

Below is a summary of restricted stock activity for the six months ended June 30, 2022:


	Shares of			Weighted Average
	Restricted			Grant Date
	Stock			Fair Value
Outstanding at January 1, 2022		2.00		$	21.73
Granted		0.87		$	16.40
Vested		(0.47	)	$	26.24
Forfeited		(0.04	)	$	18.91
Outstanding at June 30, 2022		2.36		$	18.91
Unvested restricted stock at June 30, 2022		2.36		$	18.91


	Six Months Ended June 30,
	2022		2021
Compensation expense recognized during the period	$	8.5	$	9.0
Fair value of restricted stock that vested during the period	$	7.8	$	2.5
Income tax benefit related to restricted stock	$	1.1	$	0.1

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data, unaudited)

During the six months ended June 30, ~~2021,~~2022, the Company granted ~~1,050,348~~0.87 shares of its restricted stock to ~~its~~certain employees and its directors. The fair value of the restricted stock granted was determined based on the closing price of the Company’s

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

common stock on the ~~day preceding the~~ grant ~~date,~~dates, which ranged from ~~$21.01~~$14.87 to ~~$23.98~~$17.07 per share. The Company assumed forfeiture rates for the restricted stock awards that ranged from 0%0% to ~~10%~~12%. ~~Certain of the~~The restricted stock ~~awards vested immediately on~~granted during the ~~grant date while others vest~~six months ended June 30, 2022 vests over periods ranging from one to four ~~years.~~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, 2021:~~

Shares of

Weighted
Average

Restricted

Grant Date

Stock

Fair Value

Outstanding at January 1, 2021

1,431,975

$
21.11

Granted

1,050,348

$
21.38

Vested

(115,072
)

$
23.81

Forfeited

(41,482
)

$
18.19

Outstanding at June 30, 2021

2,325,769

$
21.15

Unvested restricted stock at June 30, 2021

2,325,769

$
21.15

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

As of June 30, ~~2021,~~2022, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was ~~$32,908~~$27.8 and the weighted average period over which this remaining compensation expense will be recognized is approximately two ~~years.~~years.

Restricted Stock Units

~~– The Company did not grant any~~Below is a summary of restricted stock ~~units during~~unit activity for the ~~six months ended June 30, 2021.~~ periods presented:


	Six Months Ended June 30,
	2022		2021
Number of restricted stock units that vested during the period		0.10		0.01
Fair value of restricted stock units that vested during the period	$	1.7	$	0.3
Accumulated dividends paid upon vesting of restricted stock units	$	0.3	$	0.1
Compensation expense recognized during the period	$	2.6	$	1.6
Income tax benefit (cost) related to restricted stock units	$	0.1	$	(0.3	)

During the six months ended June 30, ~~2021~~,2022, the ~~Compensation Committee~~Company granted performance awards in the form of restricted stock units. The maximum number of shares issuable under the performance awards is 0.76 shares of common stock. The performance metrics for these awards are based upon the achievement of pre-established criteria that consists of revenue and consolidated cash flows as defined in the award agreement. The performance measurement period for these performance awards is one year with an additional service requirement to the third anniversary of the date of grant. Each performance target underlying the performance award has a threshold, target and maximum level, with the maximum level equal to 175% of the target award. If the performance metrics meet the threshold level, approximately 29% of the maximum restricted stock units vest. If the performance metrics for the one-year period are at target, approximately 57% of the maximum restricted stock units vest. If the performance metrics are at 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 achievement of the performance goals is within the targets previously noted.All restricted stock units granted during 2022 will be paid in the form of common stock if the participant continues to provide services through the third anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from the grant date to the extent declared by the Company if, and at the time that, the restricted stock unit awards vest.

When the performance awards were issued, the Company estimated that the most likely outcome is the achievement of the target level. The fair value of the restricted stock unit awards was determined based on the closing price of the Company’s ~~Board of Directors evaluated the impact of the COVID-19 pandemic~~common stock on the ~~performance metric used~~date of grant, which was $16.65 per share. The Company assumed a forfeiture rate of 5% for the restricted stock unit ~~awards granted during February 2019 and February 2020 and~~awards. During the three months ended June 30, 2022, based on updated performance expectations, the Company determined that the ~~COVID-19 pandemic significantly impacted the Company’s ability~~maximum performance level was more likely to ~~meet the performance metric.~~be achieved. The ~~Compensation Committee made a discretionary decision to certify the vest~~Company recorded incremental compensation expense 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 asapproximately $0.6 related to the ~~recovery of the Company’s industry.~~change in estimated performance level.

Six Months Ended June 30,

2021

2020

Number of restricted stock unit awards that vested during the period

15,230

117,500

Fair value of restricted stock unit awards that vested during the period

$
314

$
3,634

Accumulated dividends paid upon vesting of restricted stock unit awards

$
62

$
563

Compensation expense recognized during the period

$
1,629

$
3,029

Income tax benefit (cost) related to stock unit awards

$
(306
)

$
526

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

As of June 30, ~~2021,~~2022, the estimated remaining unrecognized compensation expense related to outstanding restricted stock ~~unit awards~~units was ~~$8,388.~~$13.6. The weighted average period over which this remaining compensation expense will be recognized is approximately ~~2 years.~~two years. As of June 30, ~~2021,~~2022, the Company had restricted stock units outstanding that represented a total of ~~561,041~~1.0 hypothetical shares of common stock, net of forfeitures, reflecting actual certified performance levels for ~~all grants outstanding.~~restricted stock units granted during 2019 and 2020 and the maximum performance level for the 2022 grant as discussed above.

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data, unaudited)

11.

Goodwill and Other Intangible Assets

~~12.~~

~~Goodwill and Other Intangible Assets~~

A summary of the Company’s goodwill is as follows:


	U.S. Operating Segment		International Operating Segment		Total
Balance at January 1, 2022 (1)	$	1,182.9	$	65.9	$	1,248.8
Foreign currency translation adjustments		0		2.5		2.5
Balance at June 30, 2022 (1)	$	1,182.9	$	68.4	$	1,251.3

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

(1)

Balances are presented net of accumulated impairment losses of $214.0 for the U.S. operating segment and $43.8 for the international operating segment. See discussion of the qualitative impairment analysis performed by the Company as of June 30, 2022 at Note 12.

~~(1)~~

Balances are presented net of accumulated impairment losses of $214,031 for the U.S. operating segment and $43,750 for the international operating segment. See discussion of the qualitative impairment analysis performed by the Company as of June 30, 2021 at Note 13.

A summary of the Company’s intangible assets is as follows:


	Balance at January 1, 2022			Amortization			Foreign Currency Translation Adjustments		Other (1)			Balance at June 30, 2022
Intangible assets with finite lives:
Gross carrying amount	$	81.8		$	—		$	0.1	$	(0.2	)	$	81.7
Accumulated amortization		(71.1	)		(1.2	)		—		0.2			(72.1	)
Total net intangible assets with finite lives	$	10.7		$	(1.2	)	$	0.1	$	—		$	9.6

Intangible assets with indefinite lives:
Tradename and other		300.1			—			0.1		—			300.2
Total intangible assets, net	$	310.8		$	(1.2	)	$	0.2	$	—		$	309.8

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

(1)

Amounts represent the write-off of non-compete agreements that expired during the six months ended June 30, 2022.

~~(1)~~

~~Amount represents foreign currency translation adjustments.~~

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


	Estimated
	Amortization
For the six months ended December 31, 2022	$	1.2
For the twelve months ended December 31, 2023		2.5
For the twelve months ended December 31, 2024		2.5
For the twelve months ended December 31, 2025		1.9
For the twelve months ended December 31, 2026		1.5
Thereafter		0
Total	$	9.6

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

2527

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~In thousands,~~(in millions, except ~~share and~~ per share data,

unaudited)

12.

Impairment of Long-Lived Assets

~~13.~~

~~Impairment of Long-Lived Assets~~

The Company performed a qualitative impairment analysis on its ~~long-lived~~goodwill and tradename intangible assets as of ~~March 31, 2021 and~~ June 30, ~~2021.~~2022. As a result of the qualitative assessment, the Company noted no impairment indicators related to its goodwill and tradename intangible assets as of June 30, 2022.

The Company's qualitative impairment analysis, by asset class, is described below:

•

Goodwill – The Company’s qualitative ~~analyses considered~~assessment of goodwill for each reporting unit considers economic and market conditions, industry trading multiples and the impact of recent ~~industry~~ developments and events on the Company's estimated fair values as ~~determined during~~compared with its most recent quantitative ~~assessments performed as of December 31, 2020.~~assessment.

•

Tradename Intangible Assets – 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 future film release schedules. As a result of the~~ qualitative assessment ~~no impairment of long-lived assets was recorded during~~considers recent developments that may impact the ~~three~~Company's revenue forecasts and ~~six months ended June 30, 2021.~~other estimates as compared with its most recent quantitative assessment.

•

Other Long-lived Assets – The ~~Company will continue to evaluate actual theatre performance, economic and~~Company’s qualitative assessment considers relevant market ~~conditions,~~transactions, industry trading multiples and ~~industry projections during~~recent developments that would impact the Company's estimates of future cash flows, which are the primary measure of estimated fair value, as compared with its most recent quantitative impairment assessment.

The Company performed a qualitative impairment analysis on its other long-lived assets, including theatre properties and right-of-use assets, as of June 30, 2022 to determine whether indicators of potential impairment existed at the theatre level, which is the level at which the Company tests its other long-lived assets. The Company then performed a quantitative impairment analysis for those theatres for which indicators of potential impairment were identified.

The Company’s quantitative evaluation at the theatre level uses estimated undiscounted cash flows from continuing use through the remainder of ~~2021 for potential impairment exposure.~~

the theatre’s useful life. The ~~following table is a summary~~remainder of the ~~impairment recorded as a result~~theatre’s useful life correlates with the remaining lease period, which includes the probability of the ~~evaluations performed during~~exercise of available renewal periods for leased properties, and the lesser of twenty years or the building’s remaining useful life for owned properties. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (theatre) with its estimated fair value. Significant judgment is involved in estimating fair value, including management’s estimate of future theatre level cash flows for each of the Company's theatres based on projected box office. Fair value is estimated based on a multiple of cash flows. 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's impairment charges were as follows for the six months ended June 30, ~~2020:~~2022:


	Six Months Ended
	June 30,
	2022
U.S. Segment
Theatre properties	$	2.5
Theatre operating lease right-of-use assets		2.0
Investment in NCM (1)		86.8
U.S. total		91.3

International segment
Theatre properties		0.7
Theatre operating lease right-of-use assets		0.3
International total		1.0

Total Impairment	$	92.3

(1)

See discussion at Impairment of NCM Investment in Note 8.

16.

Segments

~~(1)~~

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

~~(2)~~

~~Additions to theatre properties and equipment included in accounts payable as of June 30, 2021 and December 31, 2020 were $24,714 and $28,250, respectively.~~

~~17.~~

~~Segments~~

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

~~CINEMARK HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

concession sales and other ancillary ~~revenues.~~revenue. The Company uses Adjusted EBITDA, as shown in the reconciliation table below, as the primary measure of segment profit and loss to evaluate performance and allocate its resources. The Company does not report total assets by segment because that information is not used to evaluate the performance of or allocate resources between segments.

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenue
U.S.	$	603.5		$	269.4		$	977.2		$	366.7
International		143.3			25.4			231.8			42.7
Eliminations		(2.7	)		(0.2	)		(4.4	)		(0.4	)
Total revenue	$	744.1		$	294.6		$	1,204.6		$	409.0

Adjusted EBITDA
U.S.	$	111.1		$	0.5		$	125.5		$	(76.5	)
International		27.2			(12.3	)		38.0			(27.3	)
Total Adjusted EBITDA	$	138.3		$	(11.8	)	$	163.5		$	(103.8	)

Capital expenditures
U.S.	$	16.5		$	11.4		$	30.5		$	25.1
International		5.4			3.7			10.1			7.7
Total capital expenditures	$	21.9		$	15.1		$	40.6		$	32.8

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

2830

CINEMARK HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~In thousands,~~(in millions, except ~~share and~~ per share data, unaudited)

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Net loss	$	(72.8	)	$	(142.2	)	$	(145.3	)	$	(351.1	)
Add (deduct):
Income tax expense (benefit)		4.7			8.0			2.9			(6.7	)
Interest expense (1)		38.1			37.0			76.2			73.6
Other expense, net (2)		11.4			7.9			14.6			22.9
Cash distributions from other equity investees (3)		0.9			0			1.5			0.1
Depreciation and amortization		61.0			66.9			122.7			135.1
Impairment of long-lived and other assets		92.3			0			92.3			0
Restructuring costs		(0.2	)		(0.7	)		(0.2	)		(0.9	)
(Gain) loss on disposal of assets and other		(0.7	)		2.3			(7.6	)		6.8
Loss on extinguishment of debt		0			3.9			0			6.5
Non-cash rent expense		(2.4	)		(0.8	)		(4.7	)		(0.7	)
Share based awards compensation expense		6.0			5.9			11.1			10.6
Adjusted EBITDA	$	138.3		$	(11.8	)	$	163.5		$	(103.8	)

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Net loss

$
(142,281
)

$
(170,816
)

$
(351,124
)

$
(230,238
)
Add (deduct):

Income taxes

7,950

(98,145
)

(6,693
)

(101,253
)
Interest expense ⁽¹⁾

37,034

31,041

73,587

55,707

Other expense, net ⁽²⁾

7,914

24,335

22,885

24,504

Cash distributions from DCIP ⁽³⁾

—

5,222

—

10,383

Cash distributions from other equity investees ⁽⁴⁾

—

1,456

156

12,901

Depreciation and amortization

66,920

63,581

135,080

128,837

Impairment of long-lived assets

—

—

—

16,619

Restructuring costs

(740
)

19,538

(948
)

19,538

Loss on disposal of assets and other

2,358

425

6,863

2,330

Loss on extinguishment of debt

3,924

—

6,527

—

Non-cash rent expense

(807
)

1,424

(679
)

833

Share based awards compensation expense

5,907

4,321

10,575

8,432

Adjusted EBITDA

$
(11,821
)

$
(117,618
)

$
(103,771
)

$
(51,407
)
(1)

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

(2)

Includes interest income, foreign currency exchange (gain) loss and equity in loss of affiliates.

(3)

Reflects cash distributions received from equity investees that were recorded as a reduction of the respective investment balances (see Note 9). These distributions are reported entirely within the U.S. operating segment.

~~(1)~~

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

~~(2)~~

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

~~(3)~~

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

~~(4)~~

Includes cash distributions received from equity investees, other than those from DCIP noted above, that were recorded as a reduction of the respective investment balances (see Notes 9 and 10). These distributions are reported entirely within the U.S. operating segment.

Financial Information About Geographic Areas

Below is a breakdown of selected financial information by geographic area:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
Revenue	2022			2021			2022			2021
U.S.	$	603.5		$	269.4		$	977.2		$	366.7
Brazil		54.8			5.5			87.9			9.9
Other international countries		88.5			19.9			143.9			32.8
Eliminations		(2.7	)		(0.2	)		(4.4	)		(0.4	)
Total	$	744.1		$	294.6		$	1,204.6		$	409.0


	As of		As of
Theatre Properties and Equipment, net	June 30, 2022		December 31, 2021
U.S.	$	1,131.1	$	1,208.7
Brazil		53.8		56.8
Other international countries		111.1		117.4
Total	$	1,296.0	$	1,382.9

The Company manages a theatre for Laredo Theatre, Ltd. (“Laredo”). The Company is the sole general partner and owns ~~75%~~75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. owns the remaining ~~25%~~25% of the limited partnership interests in Laredo and is ~~100%~~100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Lee Roy Mitchell, is the Company’s ~~Chairman~~founder and a member of the Company's Board of Directors, ~~and~~owns, both directly and indirectly, ~~owns~~ approximately 8%8.5% of the Company’s common stock. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5%5% of annual theatre ~~revenues.~~revenue. The Company recorded ~~$116~~$0.3 and ~~$114~~$0.1 of management fee ~~revenues~~revenue during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. All such amounts are included in the Company’s condensed consolidated financial statements with the intercompany amounts eliminated in consolidation. During the six months ended June 30, 2022, the Company paid an excess cash distribution of $2.0 to Laredo as required by the partnership agreement, which was recorded as a reduction of noncontrolling interest on the condensed consolidating balance sheet.

Walter Hebert, Mr. Mitchell’s brother-in-law, previously served as the Executive Vice President – Purchasing of the Company and retired in July 2021. Mr. Hebert served as a consultant to the Company until July 2022. During the six months ended June 30, 2022, the Company paid Mr. Hebert $0.1 related to consulting services.

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, 2022 and 2021, ~~and 2020,~~ the ~~aggregate amounts paid~~Company did 0t make any payments to Copper Beech for the use of the ~~aircraft was $0 and $12, respectively.~~aircraft.

The Company leases 1413 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, ~~2021~~2022 and ~~2020,~~2021, the Company paid total rent of ~~approximately $12,042~~$11.1 and ~~$10,542,~~$12.0, respectively, to Syufy. The Company provides digital equipment support to drive-in theatres owned by Syufy. The Company recorded management fees of $0.1 related to these services during each of the six months ended June 30, 2022 and 2021.

The Company has a ~~50%~~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.~~amenities. See Note 10 for further discussion. The Company has a theatre services agreement with FE Concepts under which the Company receives service fees for providing film booking and equipment monitoring services for the facility.

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~~^st471st 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~~due to ~~orders issued by various government agencies.~~the COVID-19 pandemic. 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~~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~~litigation..

~~Intertrust Technologies Corporation~~ ~~(“Intertrust”)~~Lakeenya Neal, et al v. Cinemark Holdings, Inc., ~~Regal, AMC,~~ et al. This ~~case~~class action lawsuit was filed against the Company on ~~August 7, 2019~~December 10, 2021, in the ~~Eastern~~Central District of ~~Texas – Marshall Division~~Los Angeles County Superior Court of the State of California alleging ~~patent infringement. The Company~~certain violations of the Fair and Accurate Credit Transactions Act. We firmly ~~maintains~~maintain that the ~~contentions of the Plaintiff~~allegations are without merit and will vigorously defend ~~itself against the~~this lawsuit. ~~Although the~~The Company ~~does not believe that it has infringed on any of Intertrust’s patents, it~~ cannot predict the outcome of this litigation.

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.

As we have previously disclosed, the COVID-19 pandemic has had an unprecedented impact on the world and our industry. The social and economic effects have been widespread, and the situation continues to evolve. As a movie exhibitor that operates spaces where patrons gather in close proximity, we have been, and continue to be, significantly impacted by the COVID-19 pandemic. At the initial outbreak of the COVID-19 pandemic, to comply with government mandates, we temporarily closed all of our theatres Amounts included in the ~~U.S.~~following discussion, except for screens, average screens, average ticket price and ~~Latin America effective March 17, 2020 and March 18, 2020, respectively. In conjunction with the temporary closure of our theatres~~concessions revenue per patron, are rounded in March 2020, we implemented temporary personnel and salary reductions, halted non-essential operating and capital expenditures, and negotiated modified timing and/or abatement of contractual payments with landlords and other major suppliers until our theatres reopened. In addition, we suspended our quarterly dividend.millions.

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

As of June 30, 2021, we had reopened all 323 of our domestic theatres and 152 of our 198 international theatres. During the three months ended June 30, 2021, we showed many new releases along with some library content. Theatre staffing levels remain reduced as compared to 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 landlords and 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 the foreseeable future as we work to return to historical working capital levels. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on our business, results of operations, cash flows and financial condition.

We are a leader in the motion picture exhibition industry, with theatres in the U.S., Brazil, Argentina, Chile, Colombia, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama, Guatemala, Bolivia, Curacao and Paraguay. As of June 30, ~~2021,~~2022, we managed our business under two reportable operating segments – U.S. markets and international markets. See Note 1716 to our condensed consolidated financial statements.

The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry with widespread social and economic effects. We temporarily closed our theatres in the U.S. and Latin America during March of 2020 at the onset of the COVID-19 outbreak. During that time, we implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers, and the suspension of our quarterly dividend.

Throughout 2020 and 2021 we reopened theatres as local restrictions and the status of the COVID-19 pandemic would allow. All of our domestic and international theatres were reopened by the end of the fourth quarter of 2021. The industry’s recovery from the COVID-19 pandemic is still underway and is contingent upon the volume of new film content available, as well as the box office performance of new film content released, consumer sentiment in returning to movie theaters and government restrictions. The industry is also adjusting to the evolution of the exclusive theatrical window, competition from streaming platforms, supply chain constraints, inflationary impacts and other economic factors.

We generate ~~revenues~~revenue primarily from filmed entertainment box office receipts and concession sales with additional ~~revenues~~revenue from screen advertising, ~~sales~~screen rental and other revenue streams, such as transactional fees, vendor marketing promotions, studio trailer placements, meeting rentals and electronic video games located in some of our theatres. We also offer alternative entertainment, such as the Metropolitan Opera, concert events, in-theatre gaming, live and pre-recorded sports programs ~~concert events, the Metropolitan Opera, in-theatre gaming~~ and other special events in our ~~theatres. In-theatre advertising for~~theatres through Fathom Entertainment (operated by AC JV, LLC). NCM provides our domestic theatres ~~is provided by National CineMedia. In our international locations, our~~with various forms of in-theatre advertising. 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, ~~2021~~2022 included the carryover ~~from~~ of ~~The Croods: A New Age~~Spider-Man: No Way Home ~~and~~ ~~Wonder Woman 1984, and~~as well as new releases ~~Tom & Jerry~~, ~~Godzilla vs. Kong,~~including ~~A Quiet Place Part II, Cruella,~~Top Gun: Maverick, Doctor Strange in the Multiverse of Madness, The ~~Conjuring:~~Batman, Jurassic World: Dominion, Sonic the Hedgehog 2, Uncharted, The ~~Devil Made Me Do It, Peter Rabbit 2, F9:~~Lost City, Lightyear, The ~~Fast Saga, Mortal Kombat~~Bad Guys and ~~Demon Slayer: Kimetsu no Yaiba~~Elvis. .Films ~~currently~~ scheduled for release during the remainder of ~~2021~~ 2022 include Black ~~Widow,~~Panther: Wakanda Forever, Minions: The ~~Boss Baby: Family Business, Suicide Squad, Venom: Let There Be Carnage, No Time to Die, Eternals, Top Gun Maverick, Encanto~~Rise of Gru, Thor: Love and Thunder, Black Adam, Puss in Boots: The Last Wish, Shazam! Fury of the Gods, Nope, Bullet Train, Halloween Ends and the ~~Marvel~~highly anticipated sequel, ~~Spider-man; No~~Avatar: The Way ~~Home,~~of Water, among other films. There are several key factors impacting the industry box office's recovery from the COVID-19 pandemic, including the availability and quality of new films released, the duration of the exclusive theatrical windows and evolving consumer behavior with competition from streaming platforms and other forms of entertainment.

Film rental ~~and advertising~~ costs are variable in nature and fluctuate with our admissions ~~revenues.~~revenue. Film rental costs as a percentage of ~~revenues~~revenue are generally higher for periods in which more blockbuster films are released. The Company ~~also receives~~received virtual print fees from studios for certain of its international locations, which are included as a contra-expense in film ~~rentals~~rental and advertising ~~costs. Promotional expenses are generally variable~~costs on the condensed consolidated statements of loss. However, these costs were fully recovered during 2021. Virtual print fees were not received during 2022 and will not be received in ~~nature and primarily include the placement of film-specific social and digital media spots promoting film content currently playing in our theatres.~~future periods. Advertising costs, which are expensed as incurred, are primarily related to ~~campaigns for new~~reigniting theatrical moviegoing, increasing loyalty to Cinemark and ~~renovated theatres, loyalty and membership programs and brand advertising that~~building our audiences. These expenses vary depending on the timing and length of such campaigns.

Concession supplies ~~expenses are~~expense is variable in nature and ~~fluctuate~~fluctuates with our concession ~~revenues~~revenue and product mix. Supply chain interruptions and inflationary pressures have impacted, and may continue to impact, product costs and product availability in the near term. We ~~negotiate prices for concession supplies directly with concession vendors~~source products from a variety of partners around the world to minimize supply chain interruptions and ~~manufacturers to obtain volume rates.~~price increases, wherever possible.

~~Salaries~~Although salaries and wages ~~for our theatres generally~~include a fixed cost component (i.e., the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages tend to move in relation to ~~revenues~~revenue as theatre staffing is adjusted to respond to changes in ~~attendance~~attendance. Staffing levels may vary based on the amenities offered at a location, such as full-service restaurants, bars or expanded food and ~~also include a fixed cost component (i.e. the minimum staffing costs to operate a theatre during non-peak periods).~~beverage options. In ~~some~~certain international locations, staffing levels are also subject to local regulations. Labor market conditions and inflationary pressures have driven increases in wages across our labor base and increases may continue in the future.

Facility lease ~~expenses are~~expense is primarily a fixed ~~costs~~cost at the theatre level as most of our facility leases require a fixed monthly minimum rent ~~payments.~~payment. Certain leases are subject to percentage rent only, while others are subject to percentage rent in addition to their fixed monthly rent if a target annual performance level is achieved. Facility lease ~~expenses~~expense as a percentage of ~~revenues are~~revenue is also affected by the number of theatres under operating leases, the number of theatres under finance leases and the number of owned theatres.

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

General and administrative ~~expenses are primarily fixed in nature and consist of the costs~~expense to support the overall management of the Company ~~including base, incentive compensation~~is primarily fixed in nature with certain variable expenses. Fixed expenses include salaries and wages and benefits costs for our corporate office personnel, facility expenses for our corporate and other offices, software maintenance costs and audit fees. Some variable expenses may include incentive compensation, consulting and legal fees, ~~professional fees, cloud-based software licensing fees, travel expenses,~~ supplies and other costs that are not specifically associated with the operations of our theatres.

The following table sets forth, for the periods indicated, ~~certain operating data and~~ the ~~percentage of revenues represented by~~amounts for certain items reflected in our condensed consolidated statements of ~~income.~~loss along with each of those items as a percentage of revenue.

Three months ended June 30, ~~2021~~2022 (the “second quarter of 2022”) versus ~~June 30, 2020~~

~~Three~~the three months ended June 30, ~~2020~~2021 (the “second quarter of 2021”).

– The COVID-19 pandemic has had an ongoing impact on the movie exhibition industry. When comparing the results for the second quarter of 2022 with the second quarter of 2021, the following should be noted:

Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.

Salaries and wages increased to $84.4 million for the second quarter of 2022 compared with $43.5 million for the second quarter of 2021 as a result of significantly higher attendance, expanded operating hours and wage rate increases with average hourly rates up approximately 12% compared with the second quarter of 2021, partially offset by efficiencies and streamlined operations. Facility lease expense, which is primarily fixed in nature, increased $3.3 million due to new theatres and an increase in percentage rent expense and common area maintenance costs. Utilities and other costs increased to $81.3 million for the second quarter of 2022, as many of these costs, such as janitorial costs, utilities costs, credit ~~recorded~~card fees and repairs and maintenance, are variable in nature and increased due to the expansion of operating hours and a significant increase in attendance.

Salaries and wages increased to $15.8 million as reported for the ~~result~~second quarter of ~~settlements~~2022 due to the significantly higher attendance, expanded operating hours and inflationary impacts. Facility lease expense increased to $17.1 million as reported due to increased percentage rent driven by higher revenue and the return of ~~lease obligations below the original estimated amounts. Charges recorded~~minimum rent thresholds for certain leases that were temporarily adjusted while theatres were reopening during the second quarter of ~~2020 related~~2021. Utilities and other costs increased to ~~a restructuring plan implemented during~~$25.2 million as reported as many of these costs are variable in nature, such as credit card fees, security expense, janitorial costs and repairs and maintenance, and were impacted by the significant increase in attendance in the second quarter of ~~2020.~~2022. These expenses, as reported, were also impacted by exchange rates in each of the countries in which we operate.

General and Administrative Expense. General and administrative expense increased to $48.2 million for the second quarter of 2022 compared with $37.3 million for the second quarter of 2021. The increase is primarily due to higher staffing levels, incentive-based compensation and consulting fees to support our strategic initiatives as well as higher legal fees.

Depreciation and Amortization. Depreciation and amortization expense decreased to $61.0 million for the second quarter of 2022 compared with $66.9 million for the second quarter of 2021 primarily due to the impairment of theatre assets during 2021.

Impairment of Long-Lived and Other Assets. We recorded asset impairment charges on assets held and used of $92.3 million for the second quarter of 2022. Long-lived asset impairment charges of approximately $5.5 million were recorded primarily due to the prolonged recovery of certain theatres as a result of the COVID pandemic on our operations. In addition, we recorded an impairment of $86.8 million for our investment in NCM as NCMI’s stock price was significantly below the Company’s carrying value of NCM per common unit and due to the prolonged recovery of NCM's business. See Note 212 to our condensed consolidated financial statements for ~~further discussion.~~a discussion of impairment analyses performed and a summary of impairment recorded.

(Gain) Loss on Disposal of Assets and Other. ~~We recorded a loss~~A gain on disposal of assets and other of $(0.7) million was recorded during the second quarter of 2022 compared with a loss of $2.4 million during the second quarter of ~~2021 compared to $0.4 million during~~2021. Activity for the second quarter of ~~2020.~~2022 was primarily related to the write-off of liabilities related to certain lease agreements that were either amended or terminated and insurance proceeds on property damages. 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~~issuance costs and amortization of accumulated losses for swap amendments, increased to ~~$37.0~~$38.1 million during the second quarter of ~~2021~~2022 compared ~~to $31.0~~with $37.0 million for the second quarter of ~~2020.~~2021. The increase was primarily due to the issuance of ~~4.50% convertible notes on August 21, 2020~~the 5.875% Senior Notes and 5.25% Senior Notes to refinance the ~~issuance of 5.875% senior secured notes on March 16,~~5.125% Senior Notes and 4.875% Senior Notes during 2021. See ~~Note 7 to our condensed consolidated financial statements.~~ further discussion at Financing Activities below.

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 athe 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~~Equity in loss of affiliates of $5.5 million was recorded during the second quarter of 2022 compared with $8.1 million during the second quarter of ~~2021 compared~~2021. The decrease in equity in loss of affiliates is due 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~~continued overall recovery of our ~~theatres. See Note 2~~equity investees’ performance as the industry continues to ~~our condensed consolidated financial statements for additional discussion of the COVID-19 pandemic.~~recover. See Notes 98 and 109 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax expense of ~~$8.0~~$4.7 million was recorded for the second quarter of ~~2021~~2022 compared towith an income tax ~~benefit~~expense of ~~$(98.1)~~$8.0 million for the second quarter of ~~2020.~~2021. The effective tax rate was approximately ~~(5.9)~~(6.9)% for the second quarter of ~~2021~~2022 compared ~~to 36.5%~~with (6.0)% for the second quarter of ~~2020.~~2021. The effective tax rate for the second quarter of ~~2021~~2022 was ~~unfavorably~~ impacted by valuation allowances related to certain ~~foreign tax credits and~~ deferred tax assets for which the ultimate realization is uncertain. For the second quarter of 2022, we utilized the annual effective tax rate (“AETR”) method to calculate our interim tax provision. However, in the prior quarter, we recorded the interim tax provision using the discrete method as allowed by ASC Topic 740-270-30-18, Income Taxes Interim Reporting. We used the discrete method rather than the AETR method due to significant variations in income tax expense relative to changes (increases or decreases) in estimated pretax earnings. Use of the AETR method would have resulted in an unreliable tax rate in the prior period. Income tax provisions for interim (quarterly) periods are generally based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

Six months ended June 30, 2022 (the “2022 period”) versus the six months ended June 30, 2021 (the “2021 period”)

The COVID-19 pandemic has had an ongoing impact on the movie exhibition industry. When comparing the results for the 2022 period with the 2021 period, the following should be noted:

Revenue. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenue.

Cost of Operations. The table below, presented by reportable operating segment, summarizes our year-over-year theatre operating costs.

Salaries and wages increased to $151.5 million for the 2022 period compared with $68.4 million for the 2021 period as a result of significantly higher attendance, expanded operating hours and wage rate increases with average hourly rates up approximately 13% compared with the 2021 period, partially offset by efficiencies and streamlined operations. Facility lease expense increased to $125.7 million primarily due to new theatres and an increase in percentage rent expense and common area maintenance costs. Utilities and other costs increased to $149.4 million, as many of these costs, such as janitorial costs, utilities costs, credit card fees and repairs and maintenance, are variable in nature and were impacted by the expansion of operating hours and a significant increase in attendance.

Salaries and wages increased to $28.5 million as reported for the 2022 period due to the significantly higher attendance, expanded operating hours and inflationary impacts. Facility lease expense increased to $28.3 million as reported due to increased percentage rent driven by higher revenue and the return of minimum rent thresholds for certain leases that were temporarily adjusted while theatres were reopening during the 2021 period. Utilities and other costs increased to $44.0 million as reported, as many of these costs are variable in nature, such as credit card fees, security expense, janitorial costs and repairs and maintenance, and were impacted by the significant increase in attendance. These expenses, as reported, were also impacted by exchange rate fluctuations in each of the countries in which we operate.

General and Administrative Expense. General and administrative expense increased to $88.9 million for the 2022 period compared with $73.2 million for the 2021 period. The increase is primarily due to higher staffing levels, incentive-based compensation and consulting fees to support our strategic initiatives as well as higher legal fees.

Depreciation and Amortization. Depreciation and amortization expense decreased to $122.7 million for the 2022 period compared with $135.1 million for the 2021 period primarily due to the impairment of theatre assets during 2021.

Impairment of Long-Lived and Other Assets. We recorded asset impairment charges on assets held and used of $92.3 million for the 2022 period. Long-lived asset impairment charges of approximately $5.5 million were recorded primarily due to the prolonged recovery of certain theatres as a result of the COVID pandemic on our operations. In addition, we recorded an impairment of $86.8 million for our investment in NCM as NCMI’s stock price was significantly below the Company’s carrying value of NCM per common unit and due to the prolonged recovery of NCM's business. See Note 12 to our condensed consolidated financial statements for a discussion of impairment analyses performed and a summary of impairment recorded.

(Gain) Loss on Disposal of Assets and Other. A gain on disposal of assets and other of $(7.6) million was recorded for the 2022 period compared with a loss of $6.8 million for the 2021 period. Activity for the 2022 period was primarily related to the sale of excess

land parcels. 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 sale of excess land parcels.

Interest Expense. Interest expense, which includes amortization of debt issuance costs and amortization of accumulated losses for swap amendments, increased to $76.2 million during the second quarter of 2022 compared with $73.6 million for the second quarter of 2021. The increase was primarily due to the issuance of the 5.875% Senior Notes and 5.25% Senior Notes to refinance the 5.125% Senior Notes and 4.875% Senior Notes during 2021. See further discussion at Financing Activities below.

Loss on Extinguishment of Debt. We recorded a loss on extinguishment of debt of $6.5 million during the 2021 period related to the early retirement of our 5.125% Senior Notes and 4.875% Senior Notes, including the write-off of unamortized debt issuance costs and legal and other fees paid.

Equity in Loss of Affiliates. Equity in loss of affiliates of $7.7 million was recorded during the second quarter of 2022 compared with $14.9 million during the second quarter of 2021. The decrease in equity in loss of affiliates is due to the continued overall recovery of our equity investees’ performance as the industry continues to recover. See Notes 8 and 9 to our condensed consolidated financial statements for information about our equity investments.

Income Taxes. An income tax expense of $2.9 million was recorded for the second quarter of 2022 compared with an income tax benefit of $(6.7) million for the 2021 period. The effective tax rate was approximately (2.0)% for the 2022 period compared with 1.9% for the 2021 period. The effective tax rate for the 2022 period was impacted by valuation allowances related to certain deferred tax assets for which the ultimate realization is uncertain. For the 2022 and 2021 periods, we utilized the annual effective tax rate method to calculate our interim tax provision. 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.41

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

Salaries and wages decreased $6.2 million for the 2021 period 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 primarily due to a decline in percentage rent expense and common area maintenance costs, as well as the permanent closure of certain theatres. Utilities and other costs decreased $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, 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 as reported due to our negotiations with certain landlords to shift from a minimum rent structure to percentage rent while we recover from the pandemic, as well as lower percentage rent at other locations. Utilities and other costs decreased $14.2 million as reported, as many of these costs are variable in nature, such as credit card fees, security expenses, janitorial costs and repairs and maintenance, and were impacted by the limited operating hours of our theatres as well as periodic closures during the 2021 period.

~~General and Administrative Expenses.~~ General and administrative expenses increased $4.1 million for the 2021 period compared to the 2020 period. The increase is primarily due to the temporary salary reductions and furloughs for our corporate workforce that occurred during the second half of the 2020 period, in response to the temporary closure of all of our theatres in March 2020, increased share based compensation expense due to the issuance of equity awards to employees as retention measures during 2020 and early 2021, and increased consulting and other professional fees.

~~Depreciation and Amortization.~~ Depreciation and amortization expense increased $6.3 million during the 2021 period primarily due to the digital projectors received in a non-cash distribution from DCIP during the fourth quarter of 2020~~. See Note 10 to the condensed consolidated financial statements for discussion of the non-cash distribution from DCIP.~~

~~Impairment of Long-Lived Assets.~~ No asset impairment charges were recorded during the 2021 period. We recorded asset impairment charges of $16.6 million during the 2020 period. The asset impairment charges recorded during the 2020 period were primarily a result of

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

~~Restructuring Costs.~~ Restructuring costs were $(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 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 $6.9 million during the 2021 period compared to $2.3 million during the 2020 period. Activity for the 2021 period was primarily related to the write-off of certain digital projectors recently received from DCIP in a non-cash distribution that were replaced with laser projectors, partially offset by gains on the sales of excess land parcels. See Note 10 for discussion of the distribution of digital projectors from DCIP. Activity for the 2020 period was primarily due to 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 $73.6 million during the 2021 period compared to $55.7 million for the 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 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 $6.5 million during the 2021 period related to the early retirement of our 5.125% Senior Notes and 4.875% Senior Notes, including the write-off of unamortized debt issuance costs and legal and other fees paid. See Note 7 to our condensed consolidated financial statements.

~~Distributions from NCM.~~ We recorded distributions from NCM of $0.1 million during the 2021 period compared to $5.9 million recorded during the 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 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 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 Loss of Affiliates.~~ We recorded equity in loss of affiliates of $14.9 million during the 2021 period compared to $11.6 million during the 2020 period. The increase in equity loss of affiliates is primarily due to the impact of theatres being temporarily closed as a result of the COVID-19 pandemic as discussed at Note 2 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 $(6.7) million was recorded for the 2021 period compared to income tax benefit of $(101.3) million for the 2020 period. The effective tax rate was approximately 1.9% for the 2021 period compared to 30.5% for the 2020 period. As a result of continued projected losses in 2021, the effective tax rate was negatively impacted by valuation allowances related to certain foreign tax credits and deferred tax assets for which the ultimate realization is uncertain. The effective tax rate for the 2020 period was favorably impacted by the carryback of 2020 losses to tax years that had a 35% federal tax rate under the provisions of the CARES Act. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. As a result, the interim rate may vary significantly from the normalized annual rate.

We primarily collect our ~~revenues~~revenue in cash, mainly through box office receipts and the sale of concessions. Our ~~revenues are~~revenue is generally received in cash prior to the payment of related expenses; therefore, we have an operating “float” and historically have not required traditional working capital financing. ~~However, as we reopened~~We temporarily closed all of our theatres ~~that were temporarily closed~~ during March 2020 ~~we have~~and funded operating expenses with cash on hand and ~~recent additional~~new financing discussed below under Financing Activities. while theatres were closed and as we reopened our theatres. During the latter part of 2021, as we began to show a steady stream of new film content and our theatres were returning to more consistent operating hours, we began to generate positive cash flows from operations and transition back to our historical working capital “float” position. However, our working capital position will continue to fluctuate based on seasonality, the timing and volume of new film content, the timing of interest payments on our long-term debt as well as timing of payment of other operating expenses that are paid annually or semi-annually, such as property and other taxes and incentive bonuses. We believe our existing cash and expected cash flows from operations will be sufficient to meet our working capital, capital expenditures, and expected cash requirements from known contractual obligations for the next twelve months and beyond.

Cash ~~used for~~provided by operating activities was ~~$21.4~~$46.1 million for the six months ended June 30, ~~2021~~2022 compared ~~to $153.9~~with cash used for operating activities of $(21.4) million for the six months ended June 30, ~~2020.~~2021. The ~~decrease~~increase in cash ~~used for~~provided by (used for) operating activities was primarily a result of ~~$136.8 million of tax~~

~~refunds received during April 2021,~~ the timing and level of ~~revenues~~revenue earned during each period and the timing of payments to vendors for expenses incurred during each ~~period, partially offset by payments of previously deferred rent.~~ period.

As discussed in Note 4 to our condensed consolidated financial statements, we negotiated the deferral of rent and other lease-related payments in 2020 and early 2021 with ~~many~~some of our ~~landlords, resulting in~~landlords. As of June 30, 2022, approximately ~~$56.0~~$13.3 million in deferred lease payments asremain outstanding, the majority of ~~June 30, 2021. Approximately $45.6 million~~which will be repaid ~~within one year and~~during the ~~remaining $10.4 million will be repaid in subsequent years.~~ remainder of 2022.

Our investing activities have been principally related to the development, remodel and acquisition of theatres. New theatre openings, remodels 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 ~~$30.8~~ $28.8 million for the six months ended June 30, ~~2021~~2022 compared to ~~$46.8~~ with $30.8 million for the six months ended June 30, ~~2020. The decrease in cash used for investing activities was primarily due to reduced capital expenditures as we continue to limit spend to essential projects.~~ 2021.

Capital expenditures, ~~for~~disaggregated by new and existing theatres, during the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows (in millions):

We operated 521 theatres with ~~5,864~~5,855 screens worldwide as of June 30, ~~2021.~~2022. Theatres and screens acquired, built and closed during the ~~three~~six months ended June 30, ~~2021~~2022 were as follows:

As of June 30, ~~2021,~~2022, we had the following signed ~~commitments (costs in millions):~~commitments:

Theatres

Screens

Estimated Cost ⁽¹⁾

Remainder of 2021

U.S.

3

42

$
33.4

International

2

24

3.7

Total

5

66

$
37.1

Subsequent to 2021

U.S.

5

60

$
37.9

International

7

49

24.3

Total

12

109

$
62.2

Total commitments at June 30, 2021

17

175

$
99.3

(1)

We expect approximately $13.6 million to be paid during the remainder of 2022 and $17.2 million, $11.9 million and $3.0 million to be paid during 2023, 2024 and 2025, respectively. The timing of payments is subject to change as a result of construction or other delays.

~~(1)~~

We expect approximately $37.1 million, $45.6 million and $16.6 million to be paid during the remainder of 2021, during 2022 and 2023, respectively. The timing of payments is subject to change as a result of potential project or other related delays.

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

Financing Activities

Cash used for financing activities was $19.2 million for the six months ended June 30, 2022 compared with cash used for financing activities of $6.9 million for the six months ended June 30, ~~2021 compared to cash provided by financing activities of $290.7 million for the six months ended June 30, 2020.~~2021. During the six months ended June 30, 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 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 on our revolving line-of-credit, which was repaid during the third quarter of 2020, issued the 8.750% Secured Notes discussed below and paid dividends to stockholders of $42.3 million.

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

We may, from time to time, ~~subject~~seek to ~~compliance with~~retire or repurchase our ~~debt instruments, purchase our~~outstanding debt securities ~~on the~~through cash purchases or exchanges for other securities, in open market ~~depending upon~~purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the availability and prices of such ~~securities.~~ debt securities, prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Long-term debt consisted of the following as of June 30, ~~2021~~2022 (in millions):


	June 30,		December 31,
	2022		2021
Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025	$	460.0	$	460.0
Cinemark USA, Inc. term loan due 2025		629.8		633.1
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		405.0
Cinemark USA, Inc. 5.250% senior notes due 2028		765.0		765.0
Other		28.2		30.2
Total long-term debt	$	2,538.0	$	2,543.3
Less: Current portion		25.7		24.3
Less: Debt issuance costs, net of accumulated amortization		37.4		42.7
Long-term debt, less current portion, net of unamortized debt issuance costs	$	2,474.9	$	2,476.3

Cinemark USA, Inc. term loan

$
636.4

Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025

460.0

Cinemark USA, Inc. 8.750% senior secured notes due 2025

250.0

Cinemark USA, Inc. 5.875% senior notes due 2026

405.0

Cinemark USA, Inc. 5.250% senior notes due 2028

765.0

Other debt

31.4

Total long-term debt

$
2,547.8

Less current portion

20.9

Subtotal long-term debt, less current portion

$
2,526.9

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

48.3

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

$
2,478.6

As of June 30, ~~2021,~~ ~~$100~~2022, $100 million was available for borrowing under the revolving line of credit.

Contractual Obligations

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

Payments Due by Period

(in millions)

Less Than

After

Contractual Obligations

Total

One Year

1 - 3 Years

3 - 5 Years

5 Years

Long-term debt ⁽¹⁾

$
2,547.8

$
20.9

$
23.6

$
1,732.0

$
771.3

Scheduled interest payments on long-term debt ⁽²⁾

$
643.4

$
129.3

$
255.9

$
177.8

$
80.4

~~(1)~~

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

~~(2)~~

Amounts include scheduled interest payments on fixed rate and variable rate debt agreements. Estimates for the variable rate interest payments were based on interest rates in effect on June 30, 2021. The average interest rates in effect on our fixed rate and variable rate debt are 5.1% and 2.9%, respectively, as of June 30, 2021.

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, ~~2020~~2021 filed February ~~26, 2021.~~25, 2022.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Senior Secured Credit Facility

Cinemark USA, Inc. has a senior secured credit facility that includes a $700.0 million term loan and a $100.0 million revolving credit line (the “Credit Agreement”). Under the amended Credit Agreement, quarterly principal payments of $1.6 million are due on the term loan through December 31, 2024, with a final principal payment of $613.4 million due on March 29, 2025. Cinemark USA, Inc. had $100.0 million of available borrowing capacity on the revolving credit line as of June 30, ~~2021.~~2022.

Interest on the term loan accrues at Cinemark USA, Inc.’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or, if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin of 0.75% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of 1.75% per annum. Interest on the revolving credit line accrues, at our option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50%, and (3) a one-month Eurodollar-based rate plus 1.0%, plus, in each case, a margin that ranges from 0.50% to 1.25% per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from 1.50% to 2.25% per annum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement.

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

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

The dividend restriction contained in the Credit Agreement prevents the Company and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) the Company is not in default, and the distribution would not cause Cinemark USA, Inc. to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Cinemark Holdings, Inc. or Cinemark USA, Inc. as common equity since December 18, 2012, (b) Cinemark USA, Inc.’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined amounts, ~~(collectively~~or collectively, the ~~“Applicable Amount”).~~Applicable Amount. As of June 30, 2022, Cinemark USA, Inc. could have distributed up to approximately $2.8 billion to its parent company and sole stockholder, Cinemark Holdings, Inc.

On April 17, 2020, in conjunction with the issuance of the 8.750% Secured Notes discussed below, we obtained a waiver of the leverage covenant from the majority of revolving lenders under the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020. The waiver iswas 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. The required maximum ratio is 4.25 to 1 and our actual ratio as of June 30, 2022, using the substitute Consolidated EBITDA as described above, was 1.67.

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

AtAs of June 30, ~~2021,~~2022, there was ~~$636.4~~$629.8 million outstanding under the term loan and no borrowings were outstanding under the $100.0 million revolving line of credit. The average interest rate on outstanding term loan borrowings under the Credit Agreement as of June 30, ~~2021~~2022 was approximately ~~3.4%~~3.7% per annum, after giving effect to the interest rate swap agreements discussed above.

5.875% Senior Notes

On March 16, 2021, Cinemark USA, Inc. issued $405 million aggregate principal amount of 5.875% senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of Cinemark USA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Notes that remained outstanding after the tender offer. See further discussion of the tender offer below. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year, beginning September 15, 2021. The 5.875% Senior Notes mature on March 15, 2026. The Company incurred debt ~~issue~~issuance 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 condensed 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 5.875% 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, 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 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, the Company would be required to make an offer to repurchase the 5.875% Senior Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.875% Senior Notes allows Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. ~~The required minimum coverage ratio is 2 to 1 and our actual ratio as of June 30, 2021 was below zero.~~

~~5.125% Senior Notes~~

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

5.25% Senior Notes

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

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.~~

~~4.875% Senior Notes~~45

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.

8.750% Secured Notes

On April 20, 2020, Cinemark USA, Inc. issued $250 million 8.750% senior secured notes (the “8.750% Secured Notes”). The 8.750% ~~Senior~~Secured Notes will mature on May 1, 2025; provided, however, that if (i) on September 13, 2022, the aggregate outstanding principal amount of the 5.125% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50 million, the 8.750% Senior Notes will mature on September 14, 2022 and (ii) on February 27, 2023, the aggregate outstanding principal amount of the 4.875% Senior Notes that shall not have been purchased, repurchased, redeemed, defeased or otherwise acquired, retired, cancelled or discharged exceeds $50 million, the 8.750% Senior Notes will mature on February 28, 2023.2025. Interest on the 8.750% ~~Senior~~Secured Notes ~~will be~~is payable on May 1 and November 1 of each ~~year, beginning on November 1, 2020.~~ year. Cinemark USA, Inc. may redeem the 8.750% Secured Notes in whole or in part at redemption prices specified in the indenture.

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

The 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 to 1 and our actual ratio as of June 30, 2021 was below zero.

4.50% Convertible Senior Notes

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

Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (2) if we distribute to all or substantially all stockholders (i) rights options or warrants entitling them to purchase shares at a discount to the recent average trading price of our common stock (including due to a stockholder rights plan) or (ii) our assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of our common stock, (3) upon the occurrence of specified corporate events as described further in the indenture. Beginning May 15, 2025, holders may convert their notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, or (4) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to ~~130%~~$18.65 per share (130% of the initial conversion price ~~(initially~~of $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 initial conversion rate ~~will initially be~~is 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~~are 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~~are 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, 5.25% Senior Notes due 2028 and 5.875% Senior Notes due 2026, or, collectively, Cinemark USA’s senior notes (but excluding all obligations under the Credit Agreement which are guaranteed by Cinemark Holdings, inc.). The 4.50% Convertible Notes rank equally in right of payment with all of our existing and future unsubordinated debt, including all obligations under the Cinemark USA, Inc. Credit Agreement, which such Credit Agreement is guaranteed by Cinemark Holdings, Inc., and senior in right of payment to any future debt that is expressly subordinated in right of payment to the notes. The 4.50% Convertible Notes are not guaranteed by any of Cinemark Holdings, Inc.’s subsidiaries.

~~Additional~~ Borrowings of International Subsidiaries

~~During the six months ended~~As of June 30, ~~2021,~~2022, certain of ~~our~~the Company’s international subsidiaries ~~borrowed~~have an aggregate borrowing of ~~$9.0~~$28.2 million outstanding under various local bank loans. ~~Below is a summary of these loans:~~

~~Loan Amounts~~

~~Loan Description~~

~~(in USD)~~

~~Interest Rates~~

~~Covenants~~

~~Maturity~~

~~Peru bank loan~~

~~3.3 million~~

~~4.8%~~

~~Negative covenants~~

~~January 2024~~

~~Brazil bank loan~~

~~5.7 million~~

~~4.0%~~

~~Negative covenants~~

~~January 2029~~

~~Additionally, we~~The Company has deposited cash into a collateral account to support the issuance of ~~bank~~ letters of credit to the lenders for ~~the~~certain of these international ~~loans noted above.~~bank loans. The total amount deposited ~~during the six months ended~~as of June 30, ~~2021~~2022 was ~~$7.3 million. Total deposits made to support bank letters of credit for the outstanding loans of our international subsidiaries is $21.1~~$25.8 million and is considered restricted ~~cash as~~cash.

During the year ended December 31, 2021, we obtained a waiver of the maintenance covenant related to the bank loans in Chile through June 30, 2022.

Covenant Compliance

See discussion above at Senior Secured Credit Facility for discussion of dividend restriction, negative covenants and leverage ratio covenant under the Credit Agreement.

The indentures governing the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes ("the indentures") contain covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of June 30, ~~2021. These restricted cash amounts do not impact the Applicable Amount as defined~~2022, Cinemark USA, Inc. could have distributed up to approximately $3.1 billion to its parent company and sole stockholder, Cinemark Holdings, Inc., under the ~~Credit Agreement or~~terms of the ~~restricted payments~~indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, Cinemark USA, Inc. would be required to make an offer to repurchase the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes at a price equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the ~~notes~~incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as ~~described above.~~of June 30, 2022 was 2.62.

~~Covenant Compliance~~

As of June 30, ~~2021,~~2022, we believe we were in full compliance with all agreements, including all related covenants, governing our outstanding debt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

We ~~are~~ currently ~~party to a~~have variable rate ~~debt facility.~~debt. An increase or decrease in interest rates would affect our interest expense related to this variable rate debt. We have ~~four~~three interest rate swap agreements that are used to hedge a portion of the interest rate risk associated with ~~the variable interest rates on $600~~our term loan, covering $450.0 million of the ~~term loan~~$629.8 million 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, 2022. At June 30, ~~2021,~~2022, we had an aggregate of ~~approximately $67.8~~$208.0 million of variable rate debt ~~outstanding. Based on the interest rates in effect on the variable rate debt~~ outstanding, ~~at June 30, 2021,~~and a 100 basis point increase in market interest rates would increase our annual interest expense by ~~approximately $0.7~~$2.0 million.

The table below provides information about our fixed rate and variable rate long-term debt agreements as of June 30, ~~2021:~~2022:


	Expected Maturity for the Twelve Months Ending June 30,																Average
	(in millions)																Interest
	2023		2024		2025		2026		2027		Thereafter		Total		Fair Value		Rate
Fixed rate	$	—	$	—	$	700.0	$	865.0	$	—	$	765.0	$	2,330.0	$	2,259.1		5.3	%
Variable rate		25.7		9.9		168.0		1.2		1.1		2.1		208.0		198.5		3.9	%
Total debt (1)	$	25.7	$	9.9	$	868.0	$	866.2	$	1.1	$	767.1	$	2,538.0	$	2,457.6

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

Average

(in millions)

Interest

2022

2023

2024

2025

2026

Thereafter

Total

Fair Value

Rate

Fixed rate

$
—

$
—

$
—

$
850.0

$
865.0

$
765.0

$
2,480.0

$
2,873.2

5.1
%
Variable rate ⁽¹⁾

20.9

14.4

9.2

16.9

0.1

6.3

67.8

66.7

2.9
%
Total debt

$
20.9

$
14.4

$
9.2

$
866.9

$
865.1

$
771.3

$
2,547.8

$
2,939.9

(1)

Amounts are presented before adjusting for debt issuance costs.

~~(1)~~

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

Interest Rate Swap Agreements

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 condensed consolidated balance sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. See Note 7 to the condensed consolidated financial statements for further discussion of the interest rate swap agreements.

Foreign Currency Exchange Rate Risk

There have been no material changes in foreign currency exchange rate risk previously disclosed in “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed February ~~26, 2021.~~25, 2022.

Item 4. Controls and Procedures

Evaluation of the Effectiveness of Disclosure Controls and Procedures

As of June 30, ~~2021,~~2022, 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, ~~2021,~~2022, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 that occurred during the quarter ended June 30, ~~2021~~2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

Other than the discussion at Note ~~19,~~18, there have been no material changes from legal proceedings previously reported under “Business – Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed February ~~26, 2021~~25, 2022..

Item 1A. RiRisk Factors~~sk Factors~~

See discussion in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed February ~~26, 2021, as updated by risk factors included in a Form 8-K that was filed on March 4, 2021~~25, 2022..

Item 6. Ex Exhibits~~hibits~~


*10.1		~~Seventh~~First Amendment, ~~to Indenture of Lease,~~ dated as of July 9, 2021, to Lease Agreement, dated as of May 26, 2015, by and between ~~Syufy Enterprises, L.P.~~Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for ~~Cinedome 12, Henderson, NV.~~

*10.2		Seventh Amendment, dated as of July 9, 2021, to Indenture of Lease, dated as of December 1, 1995, by and between Syufy Enterprises, L.P., as landlord and Century Theatres of California, Inc. (succeeded by Century Theatres, Inc.), as tenant, for Century 14, Folsom,Howe ‘Bout Arden Center, Sacramento, CA.

*~~10.3~~10.2		~~Sixth~~Second Amendment, dated as of ~~July 9, 2021,~~June 24, 2022, to ~~Indenture of~~ Lease Agreement, dated as of ~~April 17, 1998,~~May 26, 2015, by and between ~~Syufy Enterprises, L.P.,~~Sy Arden Way LLC, as landlord and Century Theatres, Inc., as tenant, for ~~Century Larkspur, Larkspur,~~Howe ‘Bout Arden Center, Sacramento, CA.

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

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

*32.1		Certification of ~~Mark Zoradi,~~Sean Gamble, 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,~~Melissa Thomas, 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, ~~2021,~~2022, formatted in iXBRL (Inline eXtensible Business Reporting Language), filed herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of ~~Income (Loss),~~Loss, (iii) the Condensed Consolidated Statements of Comprehensive ~~Income (Loss),~~Loss, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and ~~(v)~~(vi) the Notes to Condensed Consolidated Financial Statements.

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

*	~~filed herewith~~.

~~SIGNATURES~~* filed herewith.

SIGNATURES

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


		CINEMARK HOLDINGS, INC.
		Registrant

DATE:	August ~~6, 2021~~5, 2022

		/s/ ~~Mark Zoradi~~Sean Gamble
		~~Mark Zoradi~~Sean Gamble
		Chief Executive Officer

		/s/ ~~Sean Gamble~~Melissa Thomas
		~~Sean Gamble~~Melissa Thomas
		Chief Financial Officer


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


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue
Admissions	$	381.9		$	153.5		$	617.7		$	209.6
Concession		286.0			109.8			459.0			149.3
Other		76.2			31.3			127.9			50.1
Total revenue		744.1			294.6			1,204.6			409.0
Cost of operations
Film rentals and advertising		222.6			76.6			350.2			99.8
Concession supplies		52.5			18.8			82.5			26.0
Salaries and wages		100.2			50.4			180.0			81.6
Facility lease expense		80.3			67.2			154.0			132.0
Utilities and other		106.5			61.2			193.4			110.3
General and administrative expense		48.2			37.3			88.9			73.2
Depreciation and amortization		61.0			66.9			122.7			135.1
Impairment of long-lived and other assets		92.3			0			92.3			0
Restructuring costs		(0.2	)		(0.7	)		(0.2	)		(0.9	)
(Gain) loss on disposal of assets and other		(0.7	)		2.3			(7.6	)		6.8
Total cost of operations		762.7			380.0			1,256.2			663.9
Operating loss		(18.6	)		(85.4	)		(51.6	)		(254.9	)
Other income (expense)
Interest expense		(38.1	)		(37.0	)		(76.2	)		(73.6	)
Interest income		3.1			3.9			4.7			4.5
Loss on extinguishment of debt		—			(3.9	)		—			(6.5	)
Foreign currency exchange gain (loss)		(3.1	)		2.3			0.1			(0.7	)
Distributions from NCM		—			—			—			0.1
Interest expense - NCM		(5.9	)		(6.0	)		(11.7	)		(11.8	)
Equity in loss of affiliates		(5.5	)		(8.1	)		(7.7	)		(14.9	)
Total other expense		(49.5	)		(48.8	)		(90.8	)		(102.9	)
Loss before income taxes		(68.1	)		(134.2	)		(142.4	)		(357.8	)
Income tax expense (benefit)		4.7			8.0			2.9			(6.7	)
Net loss	$	(72.8	)	$	(142.2	)	$	(145.3	)	$	(351.1	)
Less: Net income (loss) attributable to noncontrolling interests		0.6			0.2			2.1			(0.4	)
Net loss attributable to Cinemark Holdings, Inc.	$	(73.4	)	$	(142.4	)	$	(147.4	)	$	(350.7	)

Weighted average shares outstanding
Basic		118.2			117.2			118.0			117.2
Diluted		118.2			117.2			118.0			117.2
Income (loss) per share attributable to Cinemark Holdings, Inc.'s common stockholders
Basic	$	(0.61	)	$	(1.19	)	$	(1.23	)	$	(2.94	)
Diluted	$	(0.61	)	$	(1.19	)	$	(1.23	)	$	(2.94	)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues
Admissions	$	153,479		$	37		$	209,600		$	292,499
Concession		109,814			124			149,302			190,480
Other		31,359			8,813			50,111			69,611
Total revenues		294,652			8,974			409,013			552,590
Cost of operations
Film rentals and advertising		76,587			388			99,792			157,005
Concession supplies		18,847			2,379			25,987			37,191
Salaries and wages		50,407			8,864			81,573			96,408
Facility lease expense		67,213			65,202			132,042			147,443
Utilities and other		61,185			34,871			110,329			135,394
General and administrative expenses		37,332			28,001			73,190			69,019
Depreciation and amortization		66,920			63,581			135,080			128,837
Impairment of long-lived assets		—			—			—			16,619
Restructuring costs		(740	)		19,538			(948	)		19,538
Loss on disposal of assets and other		2,358			425			6,863			2,330
Total cost of operations		380,109			223,249			663,908			809,784
Operating loss		(85,457	)		(214,275	)		(254,895	)		(257,194	)
Other income (expense)
Interest expense		(37,034	)		(31,041	)		(73,587	)		(55,707	)
Interest income		3,828			803			4,474			2,887
Loss on extinguishment of debt		(3,924	)		—			(6,527	)		—
Foreign currency exchange gain (loss)		2,327			916			(647	)		(3,932	)
Distributions from NCM		—			690			77			5,914
Interest expense - NCM		(5,962	)		(5,934	)		(11,797	)		(11,825	)
Equity in loss of affiliates		(8,109	)		(20,120	)		(14,915	)		(11,634	)
Total other expense		(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	)

Weighted average shares outstanding
Basic		117,225			116,666			117,200			116,581
Diluted		117,225			116,666			117,200			116,581
Loss per share attributable to Cinemark Holdings, Inc.'s common stockholders
Basic	$	(1.19	)	$	(1.45	)	$	(2.94	)	$	(1.96	)
Diluted	$	(1.19	)	$	(1.45	)	$	(2.94	)	$	(1.96	)


	Six Months Ended June 30,
	2022			2021
Operating activities
Net loss	$	(145.3	)	$	(351.1	)
Adjustments to reconcile net loss to cash used for operating activities:
Depreciation		121.4			133.7
Amortization of intangible and other assets		1.3			1.4
Amortization of debt issuance costs		5.4			5.3
Interest accrued on NCM screen advertising advances		11.7			11.8
Amortization of NCM screen advertising advances and other deferred revenues		(16.3	)		(16.1	)
Amortization of accumulated losses for amended swap agreements		2.2			2.2
Share based awards compensation expense		11.1			10.6
Impairment of long-lived and other assets		92.3			0
(Gain) loss on disposal of assets and other		(7.6	)		6.8
Loss on extinguishment of debt		0			6.5
Non-cash rent expense		(4.7	)		(0.7	)
Equity in loss of affiliates		7.7			14.9
Deferred income tax benefit		(0.9	)		(13.7	)
Distributions from equity investees		1.5			0.2
Changes in assets and liabilities and other		(33.7	)		166.8
Net cash provided by (used for) operating activities		46.1			(21.4	)

Investing activities
Additions to theatre properties and equipment		(40.6	)		(32.8	)
Proceeds from sale of theatre properties and equipment and other		11.8			2.0
Net cash used for investing activities		(28.8	)		(30.8	)

Financing activities
Restricted stock withholdings for payroll taxes		(2.1	)		0
Proceeds from issuance of senior notes		0			1,170.0
Proceeds from other borrowings		0			9.0
Redemption of senior notes		0			(1,155.0	)
Repayments of long-term debt		(6.9	)		(4.2	)
Payment of debt issuance costs		0			(17.3	)
Fees paid related to debt refinancing		0			(2.1	)
Payments on finance leases		(7.2	)		(7.3	)
Other financing activities		(3.0	)		0
Net cash used for financing activities		(19.2	)		(6.9	)

Effect of exchange rate changes on cash and cash equivalents		(10.3	)		(0.3	)

Decrease in cash and cash equivalents		(12.2	)		(59.4	)

Cash and cash equivalents:
Beginning of period		707.3			655.3
End of period	$	695.1		$	595.9


			Page
PART I. FINANCIAL INFORMATION

	Item 1.	Financial Statements (unaudited)	49

		Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020 (unaudited)~~2021	49

		Condensed Consolidated Statements of Loss for the three and six months ended June 30, ~~2021~~2022 and ~~2020 (unaudited)~~2021	510

		Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, ~~2021~~2022 and ~~2020 (unaudited)~~2021	611

		Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2022 and 2021	12

		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020 (unaudited)~~2021	714

		Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~	815

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3133

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4548

	Item 4.	Controls and Procedures	4548

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	4649

	Item 1A.	Risk Factors	4649

	Item 6.	Exhibits	4750

SIGNATURES			4851


	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, 2022	$	0.1	$	(91.1	)	$	1,197.8	$	(389.4	)	$	(394.5	)	$	322.9		$	11.6		$	334.5
Issuance of share based awards and share based awards compensation expense	—		—				5.1		—			—			5.1			—			5.1
Stock withholdings related to share based awards that vested during the three months ended March 31, 2022	—			(1.6	)		—		—			—			(1.6	)		—			(1.6	)
Net income (loss)	—		—				—		(74.0	)		—			(74.0	)		1.5			(72.5	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes and settlements	—		—				—		—			18.4			18.4			—			18.4
Amortization of accumulated losses for amended swap agreements	—		—				—		—			1.1			1.1			—			1.1
Foreign currency translation adjustments	—		—				—		—			14.4			14.4			—			14.4
Balance at March 31, 2022	$	0.1	$	(92.7	)	$	1,202.9	$	(463.4	)	$	(360.6	)	$	286.3		$	13.1		$	299.4
Issuance of share based awards and share based awards compensation expense	—			—			6.0		—			—			6.0			—			6.0
Stock withholdings related to share based awards that vested during the three months ended June 30, 2021	—			(0.5	)		—		—			—			(0.5	)		—			(0.5	)
Net income (loss)	—			—			—		(73.4	)		—			(73.4	)		0.6			(72.8	)
Distributions to noncontrolling interests	—			—			—		—			—			—			(3.0	)		(3.0	)
Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes and settlements	—			—			—		—			4.2			4.2			—			4.2
Amortization of accumulated losses for amended swap agreements	—			—			—		—			1.1			1.1			—			1.1
Foreign currency translation adjustments		—		—			—		—			(15.7	)		(15.7	)		—			(15.7	)
Balance at June 30, 2022	$	0.1	$	(93.2	)	$	1,208.9	$	(536.8	)	$	(371.0	)	$	208.0		$	10.7		$	218.7

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

		Three Months Ended				Six Months Ended
		June 30				June 30
Lease Cost	Classification	2021		2020		2021		2020
Operating lease costs
Equipment ⁽¹⁾	Utilities and other	$	423	$	131	$	868	$	1,672
Real Estate ⁽²⁾⁽³⁾	Facility lease expense		67,679		63,460		131,438		145,118
Total operating lease costs		$	68,102	$	63,591	$	132,306	$	146,790

Finance lease costs
Amortization of leased assets	Depreciation and amortization	$	3,141	$	3,680	$	6,391	$	7,387
Interest on lease liabilities	Interest expense		1,491		1,757		3,061		3,608
Total finance lease costs		$	4,632	$	5,437	$	9,452	$	10,995

	Three Months Ended						Six Months Ended
	June 30, 2020						June 30, 2020
	U.S.		International				U.S.		International
	Operating		Operating				Operating		Operating
Major Goods/Services	Segment ⁽¹⁾		Segment		Consolidated		Segment ⁽¹⁾		Segment		Consolidated
Admissions revenues	$	37	$	—	$	37	$	232,363	$	60,136	$	292,499
Concession revenues		55		69		124		152,813		37,667		190,480
Screen advertising, screen rental and promotional revenues ⁽²⁾		7,883		478		8,361		26,092		12,924		39,016
Other revenues		180		272		452		24,330		6,265		30,595
Total revenues	$	8,155	$	819	$	8,974	$	435,598	$	116,992	$	552,590


	NCM screen advertising advances (1)			Other Deferred Revenues (2)
Balance at January 1, 2022	$	346.0		$	160.3
Amounts recognized as accounts receivable		0			1.4
Cash received from customers in advance		0			109.6
Common units received from NCM		1.3			0
Interest accrued related to significant financing component		11.7			0
Revenue recognized during period		(16.2	)		(98.4	)
Foreign currency translation adjustments		0			(0.1	)
Balance at June 30, 2022	$	342.8		$	172.8

	NCM screen advertising advances⁽¹⁾			Other Deferred Revenues ⁽²⁾
Balance at January 1, 2021	$	344,255		$	138,830
Amounts recognized as accounts receivable		—			2,993
Cash received from customers in advance		—			21,964
Common units received from NCM (see Note 9)		10,237			—
Interest accrued related to significant financing component		11,797			—
Revenue recognized during period		(15,927	)		(29,661	)
Foreign currency translation adjustments		—			(56	)
Balance at June 30, 2021	$	350,362		$	134,070


	Twelve Months Ended June 30,
Remaining Performance Obligations	2023		2024		Thereafter		Total
Other deferred revenue	$	153.4	$	19.4	$	0	$	172.8


Notional						Estimated
Amount		Effective Date	Pay Rate	Receive Rate	Expiration Date	Fair Value (1)
$	137.5	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024	$	3.0
$	175.0	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		3.8
$	137.5	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		2.7
					Total	$	9.5

						Estimated
						Fair Value at
Notional						June 30,
Amount		Effective Date	Pay Rate	Receive Rate	Expiration Date	2021 ⁽¹⁾
$	137,500	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024	$	7,236
$	175,000	December 31, 2018	2.12%	1-Month LIBOR	December 31, 2024		9,215
$	137,500	December 31, 2018	2.19%	1-Month LIBOR	December 31, 2024		7,592
$	150,000	March 31, 2020	0.57%	1-Month LIBOR	March 31, 2022		507
					Total	$	24,550

	Investment in NCM			NCM Screen Advertising Advances			Distributions from NCM			Equity in Loss		Other Revenue			Interest Expense - NCM		Cash Received
Balance as of January 1, 2021	$	151,962		$	(344,255	)
Receipt of common units due to annual common unit adjustment ("CUA")		10,237			(10,237	)		—			—		—			—		—
Screen rental revenues earned under ESA ⁽¹⁾		—			—			—			—		(3,790	)		—		3,790
Interest accrued related to significant financing component		—			(11,797	)		—			—		—			11,797		—
Receipt under tax receivable agreement		(156	)		—			(77	)		—		—			—		233
Equity in loss		(14,414	)		—			—			14,414		—			—		—
Amortization of screen advertising advances		—			15,927			—			—		(15,927	)		—		—
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

	As of
	June 30, 2021		December 31, 2020
Current assets	$	39,792	$	36,372
Noncurrent assets	$	139	$	205
Current liabilities	$	13,426	$	39,844
Noncurrent liabilities	$	355	$	687
Members' equity	$	26,150	$	(3,954	)

	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


		Carrying		Fair Value Hierarchy
Description	As of,	Value		Level 1		Level 2		Level 3
Interest rate swap assets (1)	June 30, 2022	$	9.5	$	—	$	9.5	$	—

Interest rate swap liabilities (1)	December 31, 2021	$	14.6	$	—	$	14.6	$	—


					Other Comprehensive Income (Loss) for
	Exchange Rate as of				Six Months Ended
Country	June 30, 2022		December 31, 2021		June 30, 2022			June 30, 2021
Brazil		5.2		5.6	$	2.4		$	2.8
Chile		926.1		852.0		(5.2	)		(1.4	)
Peru		3.9		4.0		1.0			(2.0	)
All other						0.5			(0.6	)
					$	(1.3	)	$	(1.2	)

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

	As of		As of
Theatre Properties and Equipment-net	June 30, 2021		December 31, 2020
U.S.	$	1,286,878	$	1,392,780
Brazil		69,486		72,080
Other international countries		136,200		150,202
Total	$	1,492,564	$	1,615,062

Period	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


	January 1, 2021		Built		Closed		June 30, 2021		January 1, 2022		Built		Closed			June 30, 2022
U.S (42 states)
Theatres		331		—		(8)		323		321		1		(2	)		320
Screens		4,507		—		(81)		4,426		4,408		7		(21	)		4,394

International (15 countries)
Theatres		200		1		(3)		198		201		1		(1	)		201
Screens		1,451		6		(19)		1,438		1,460		13		(12	)		1,461

Worldwide
Theatres		531		1		(11)		521		522		2		(3	)		521
Screens		5,958		6		(100)		5,864		5,868		20		(33	)		5,855


	Theatres	Screens	Estimated Cost (1)
Remainder of 2022
U.S.	1	21	$	11.7
International	1	11		1.9
Total	2	32	$	13.6

Subsequent to 2022
U.S.	3	34	$	23.1
International	4	21		9.0
Total	7	55	$	32.1

Total commitments at June 30, 2022	9	87	$	45.7

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

Subsequent to 2021
U.S.		5		60	$	37.9
International		7		49		24.3
Total		12		109	$	62.2

Total commitments at June 30, 2021		17		175	$	99.3

Cinemark USA, Inc. term loan	$	636.4
Cinemark Holdings, Inc. 4.500% convertible senior notes due 2025		460.0
Cinemark USA, Inc. 8.750% senior secured notes due 2025		250.0
Cinemark USA, Inc. 5.875% senior notes due 2026		405.0
Cinemark USA, Inc. 5.250% senior notes due 2028		765.0
Other debt		31.4
Total long-term debt	$	2,547.8
Less current portion		20.9
Subtotal long-term debt, less current portion	$	2,526.9
Less: Debt discounts and debt issuance costs, net of accumulated amortization		48.3
Long-term debt, less current portion, net of debt discounts and unamortized debt issuance costs	$	2,478.6

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company