8-K
Cinemark Holdings, Inc. (CNK)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 7, 2021
Cinemark Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33401 | 20-5490327 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
3900 Dallas Parkway, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 972.665.1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Common Stock | CNK | NYSE |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On May 7, 2021, we announced our financial results for the first quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 7, 2021, we announced our financial results for the first quarter ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits.
| Exhibit<br><br><br>No. | Exhibit Description |
|---|---|
| 99.1 | Earnings press release dated May 7, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into any of our filings with the SEC under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing, and shall not be deemed to be “filed” with the SEC under the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINEMARK HOLDINGS, INC. | |
|---|---|
| By: | /s/ Michael D. Cavalier |
| Name: | Michael D. Cavalier |
| Title: | Executive Vice President - General Counsel |
Date: May 7, 2021
cnk-ex991_6.htm
Exhibit 99.1
CINEMARK HOLDINGS, INC. REPORTS RESULTS FOR THE FIRST QUARTER OF 2021
Plano, TX, May 7, 2021 – Cinemark Holdings, Inc. (NYSE: CNK), one of the largest motion picture exhibitors in the world, today reported results for the three months ended March 31, 2021. The Company’s financial results continue to be impacted by the COVID-19 pandemic, as the Company continues to reopen its theatres based on local mandates. As of March 31, 2021, the Company had 301 domestic and 78 international theatres open, showing a limited volume of new releases along with library content during reduced operating hours.
Cinemark Holdings, Inc.’s total revenues for the three months ended March 31, 2021 were $114.4 million compared to $543.6 million for the three months ended March 31, 2020 For the three months ended March 31, 2021, admissions revenues were $56.1 million and concession revenues were $39.5 million. For the three months ended March 31, 2021, attendance was 7.7 million patrons, average ticket price was $7.25 and concession revenues per patron were $5.10.
Net loss attributable to Cinemark Holdings, Inc. for the three months ended March 31, 2021 was $208.2 million compared to $59.6 million for the three months ended March 31, 2020. Diluted loss per share for the three months ended March 31, 2021 was $1.75 compared to $0.51 for the three months ended March 31, 2020.
Adjusted EBITDA for the three months ended March 31, 2021 was $(92.0) million compared to $66.2 million for the three months ended March 31, 2020. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release and at investors.cinemark.com.
“Over a year has passed since COVID-19 prompted the shutdown of our global circuit, and today I am pleased to report that we are now actively on the road to recovery,” stated Mark Zoradi, Cinemark CEO. “We are highly optimistic about theatrical exhibition’s resurgence in the U.S. over the coming months on account of a range of factors, including the rapid pace of the vaccine rollout, improving consumer sentiment about returning to movie theaters, recent box office successes and confirmation of consistent product supply. On a global basis, we remain confident that, like the U.S., other countries will quickly recover as lockdowns reign in the virus and vaccines are more widely disseminated.”
As of March 31, 2021, the Company’s aggregate screen count was 5,872 and the Company had commitments to open six new theatres and 72 screens during the remainder of 2021 and 13 new theatres and 123 screens subsequent to 2021.
Conference Call/Webcast – Today at 8:30 AM ET
Telephone: via 800-374-1346 or 706-679-3149 (for international callers).
Live Webcast/Replay: Available live at https://investors.cinemark.com. A replay will be available following the call and archived for a limited time.
About Cinemark Holdings, Inc.
Headquartered in Plano, TX, Cinemark (NYSE: CNK) is one of the largest and most influential movie theatre companies in the world. Cinemark’s circuit, comprised of various brands that also include Century, Tinseltown and Rave, operates 523 theatres with 5,872 screens in 42 states domestically and 15 countries throughout South and Central America. Cinemark consistently provides an extraordinary guest experience from the initial ticket purchase to the closing credits, including Movie Club, the first U.S. exhibitor-launched subscription program; the highest Luxury Lounger recliner seat penetration among the major players; XD - the No. 1 exhibitor-brand premium large format; and expansive food and beverage options to further enhance the moviegoing experience. For more information go to https://investors.cinemark.com/
Financial Contact :
Chanda Brashears – 972-665-1671 or cbrashears@cinemark.com
Media Contact:
Caitlin Piper – 972-665-1418 or pr@cinemark.com
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to future revenues, expenses and profitability, the future development and expected growth of our business, projected capital expenditures, attendance at movies generally or in any of the markets in which we operate, the number or diversity of popular movies released and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict, including, among others, the impacts of COVID-19. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described in the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed February 26, 2021 and the Current Report on Form 8-K filed March 4, 2021. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. 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.
Cinemark Holdings, Inc.
Financial and Operating Summary
(unaudited, in thousands, except per share amounts)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2021 | 2020 | |||||
| Statement of income data: | ||||||
| Revenues | ||||||
| Admissions | $ | 56,121 | $ | 292,462 | ||
| Concession | 39,488 | 190,356 | ||||
| Other | 18,752 | 60,798 | ||||
| Total revenues | 114,361 | 543,616 | ||||
| Cost of operations | ||||||
| Film rentals and advertising | 23,205 | 156,617 | ||||
| Concession supplies | 7,140 | 34,812 | ||||
| Salaries and wages | 31,166 | 87,544 | ||||
| Facility lease expense | 64,829 | 82,241 | ||||
| Utilities and other | 49,144 | 100,523 | ||||
| General and administrative expenses | 35,858 | 41,018 | ||||
| Depreciation and amortization | 68,160 | 65,256 | ||||
| Impairment of long-lived assets | — | 16,619 | ||||
| Restructuring costs | (208 | ) | — | |||
| Loss on disposal of assets and other | 4,505 | 1,905 | ||||
| Total cost of operations | 283,799 | 586,535 | ||||
| Operating loss | (169,438 | ) | (42,919 | ) | ||
| Interest expense | (36,553 | ) | (24,666 | ) | ||
| Interest income | 646 | 2,084 | ||||
| Loss on extinguishment of debt | (2,603 | ) | - | |||
| Foreign currency exchange loss | (2,974 | ) | (4,848 | ) | ||
| Distributions from NCM | 77 | 5,224 | ||||
| Interest expense - NCM | (5,835 | ) | (5,891 | ) | ||
| Equity in income (loss) of affiliates | (6,806 | ) | 8,486 | |||
| Loss before income taxes | (223,486 | ) | (62,530 | ) | ||
| Income taxes | (14,643 | ) | (3,108 | ) | ||
| Net loss | $ | (208,843 | ) | $ | (59,422 | ) |
| Less: Net income (loss) attributable to noncontrolling interests | (602 | ) | 169 | |||
| Net loss attributable to Cinemark Holdings, Inc. | $ | (208,241 | ) | $ | (59,591 | ) |
| Loss per share attributable to Cinemark Holdings, Inc.'s common stockholders | ||||||
| Basic | $ | (1.75 | ) | $ | (0.51 | ) |
| Diluted | $ | (1.75 | ) | $ | (0.51 | ) |
| Weighted average shares outstanding - Diluted | 117,177 | 116,496 |
Other Operating Data
(unaudited, in thousands)
| As of | As of | |||
|---|---|---|---|---|
| March 31, | December 31, | |||
| 2021 | 2020 | |||
| Balance sheet data: | ||||
| Cash and cash equivalents | $ | 512,828 | $ | 655,338 |
| Theatre properties and equipment, net | $ | 1,533,298 | $ | 1,615,062 |
| Total assets | $ | 5,296,954 | $ | 5,562,922 |
| Long-term debt, including current portion, net of unamortized debt discounts and debt issue costs | $ | 2,495,148 | $ | 2,395,218 |
| Equity | $ | 523,983 | $ | 798,969 |
Segment Information
(unaudited, in millions, except per patron data)
| U.S. Operating Segment | International Operating Segment | Consolidated | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | Three Months Ended March 31, | Constant<br><br><br>Currency ^(1)^ | Three Months Ended March 31, | |||||||||||||||||||||||
| Revenues | 2021 | 2020 | % Change | 2021 | 2020 | % Change | 2021 | % Change | 2021 | 2020 | % Change | |||||||||||||||
| Admissions revenues | $ | 48.5 | $ | 232.3 | $ | 7.6 | $ | 60.2 | $ | 8.6 | $ | 56.1 | $ | 292.5 | ||||||||||||
| Concession revenues | $ | 33.0 | $ | 152.8 | $ | 6.5 | $ | 37.6 | $ | 7.1 | $ | 39.5 | $ | 190.4 | ||||||||||||
| Other revenues | $ | 15.6 | $ | 42.3 | $ | 3.2 | $ | 18.4 | $ | 3.7 | $ | 18.8 | $ | 60.7 | ||||||||||||
| Total revenues | $ | 97.1 | $ | 427.4 | $ | 17.3 | $ | 116.2 | $ | 19.4 | $ | 114.4 | $ | 543.6 | ||||||||||||
| Attendance | 5.2 | 27.9 | 2.5 | 17.9 | 7.7 | 45.8 | ||||||||||||||||||||
| Average ticket price | $ | 9.25 | $ | 8.33 | 11.0 | % | $ | 3.05 | $ | 3.36 | (9.2 | )% | $ | 3.45 | 2.7 | % | $ | 7.25 | $ | 6.39 | 13.5 | % | ||||
| Concession revenues per patron | $ | 6.30 | $ | 5.48 | 15.0 | % | $ | 2.58 | $ | 2.10 | 22.9 | % | $ | 2.82 | 34.3 | % | $ | 5.10 | $ | 4.16 | 22.6 | % | ||||
| U.S. Operating Segment | International Operating Segment | Consolidated | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||||||||||
| March 31, | March 31, | March 31, | ||||||||||||||||||||||||
| Cost of Operations | 2021 | 2020 | 2021 | 2020 | Constant<br><br><br>Currency ^(1)^<br><br><br>2021 | 2021 | 2020 | |||||||||||||||||||
| Film rentals and advertising | $ | 19.3 | $ | 128.0 | $ | 3.9 | $ | 28.6 | $ | 4.4 | $ | 23.2 | $ | 156.6 | ||||||||||||
| Concession supplies | $ | 5.5 | $ | 25.6 | $ | 1.7 | $ | 9.2 | $ | 1.9 | $ | 7.2 | $ | 34.8 | ||||||||||||
| Salaries and wages | $ | 24.9 | $ | 71.2 | $ | 6.3 | $ | 16.4 | $ | 7.2 | $ | 31.2 | $ | 87.6 | ||||||||||||
| Facility lease expense | $ | 59.0 | $ | 65.4 | $ | 5.8 | $ | 16.8 | $ | 6.3 | $ | 64.8 | $ | 82.2 | ||||||||||||
| Utilities and other | $ | 40.0 | $ | 75.0 | $ | 9.1 | $ | 25.5 | $ | 10.5 | $ | 49.1 | $ | 100.5 | ||||||||||||
| (1) | Constant currency amounts, which are non-GAAP measurements, were calculated using the average exchange rate for the corresponding month for 2020. We translate the results of our international operating segment from local currencies into U.S. dollars using currency rates in effect at different points in time in accordance with U.S. GAAP. Significant changes in foreign currency exchange rates from one period to the next can result in meaningful variations in reported results. We are providing constant currency amounts for our international operating segment to present a period-to-period comparison of business performance that excludes the impact of foreign currency fluctuations. | |||||||||||||||||||||||||
| --- | --- |
Other Segment Information
(unaudited, in thousands)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2021 | 2020 | ||||
| Adjusted EBITDA^(1)^ | |||||
| U.S. | $ | (76,997 | ) | $ | 56,072 |
| International | (14,953 | ) | 10,139 | ||
| Total Adjusted EBITDA ^(1)^ | $ | (91,950 | ) | $ | 66,211 |
| Capital expenditures | |||||
| U.S. | $ | 13,641 | $ | 25,673 | |
| International | 4,039 | 8,470 | |||
| Total capital expenditures | $ | 17,680 | $ | 34,143 | |
| (1) | Adjusted EBITDA represents net income before income taxes, depreciation and amortization expense and other items, as calculated below. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt. In addition, we use Adjusted EBITDA for incentive compensation purposes. | ||||
| --- | --- |
Reconciliation of Adjusted EBITDA
(unaudited, in thousands)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2021 | 2020 | |||||
| Net income (loss) | $ | (208,843 | ) | $ | (59,422 | ) |
| Add (deduct): | ||||||
| Income taxes | (14,643 | ) | (3,108 | ) | ||
| Interest expense | 36,553 | 24,666 | ||||
| Other expense, net ^(a)^ | 14,971 | 169 | ||||
| Distributions from DCIP ^(b)^ | — | 5,161 | ||||
| Cash distributions from other equity investees ^(c)^ | 156 | 11,445 | ||||
| Depreciation and amortization | 68,160 | 65,256 | ||||
| Impairment of long-lived assets | — | 16,619 | ||||
| Restructuring costs | (208 | ) | — | |||
| Loss on disposal of assets and other | 4,505 | 1,905 | ||||
| Loss on extinguishment of debt | 2,603 | — | ||||
| Non-cash rent | 128 | (591 | ) | |||
| Share based awards compensation expense ^(d)^ | 4,668 | 4,111 | ||||
| Adjusted EBITDA | $ | (91,950 | ) | $ | 66,211 | |
| (a) | Includes interest income, foreign currency exchange loss, interest expense – NCM and equity in income (loss) of affiliates. | |||||
| --- | --- | |||||
| (b) | Cash distributions from DCIP, which were recorded as a reduction of the Company’s investment in DCIP. | |||||
| --- | --- | |||||
| (c) | Cash distributions received from equity investees, other than those from DCIP noted above, that were recorded as a reduction of the respective investment balances. | |||||
| --- | --- | |||||
| (d) | Non-cash expense included in general and administrative expenses. | |||||
| --- | --- |
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