�

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): November�6, 2014

�

Cinemark Holdings,�Inc.

�(Exact Name of Registrant as Specified in Charter)

�

�

3900 Dallas Parkway, Suite�500, 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)

�

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):

�

o� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

�

o� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

o� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

�

o� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

�

�

�

Item 2.02� Results of Operations and Financial Condition.

�

On November�6, 2014, we announced our financial results for the quarter ended September�30, 2014.� 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 November�6, 2014, we announced our financial results for the quarter ended September�30, 2014.� 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.

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(d)����������Exhibits.

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Exhibit�No.	�	Exhibit�Description
99.1	�	Earnings press release dated November�6, 2014.

�

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.

�

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�

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: November�6, 2014	�

�

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Exhibit 99.1

�

�

CINEMARK HOLDINGS,�INC. REPORTS Q3 2014 ADJUSTED EBITDA OF $141.7 MILLION

ON REVENUES OF $646.9 MILLION

�

Plano, TX, November�6, 2014 � Cinemark Holdings,�Inc. (NYSE: CNK), one of the largest motion picture exhibitors in the world, today reported results for the three and nine months ended September�30, 2014.

�

Cinemark Holdings,�Inc.�s revenues for the three months ended September�30, 2014 were $646.9 million compared to $757.6 million for the three months ended September�30, 2013. For the three months ended September�30, 2014, admissions revenues were $402.9 million and concession revenues were $211.1 million. Attendance decreased to 66.2 million patrons, average ticket price increased 2.9% to $6.09 and concession revenues per patron increased 6.7% to $3.19 during the three months ended September�30, 2014.

�

Adjusted EBITDA for the three months ended September�30, 2014 was $141.7 million compared to $190.2 million for the three months ended September�30, 2013. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

�

Net income attributable to Cinemark Holdings,�Inc. for the three months ended September�30, 2014 was approximately $38.1 million compared to $80.0 million for the three months ended September�30, 2013.� Diluted earnings per share for the three months ended September�30, 2014 was $0.33 compared to $0.69 for the three months ended September�30, 2013.

�

�We are pleased with our results considering we faced a much higher hurdle than our peers with a 650 basis point domestic industry outperformance in Q3 of 2013 and the headwinds of the World Cup in Brazil,� stated Tim Warner, Cinemark�s Chief Executive Officer. �We continue to benefit from our strategic, diverse global platform and attribute our strong performance to our sustained emphasis on attendance growth.�

�

Cinemark Holdings,�Inc.�s revenues for the nine months ended September�30, 2014 were $1,967.1 million compared to $2,031.0 million for the nine months ended September�30, 2013. During the nine months ended September�30, 2014, admissions revenues were $1,239.5 million and concession revenues were $630.6 million.� Average ticket price increased 2.3% to $6.25 and concession revenues per patron increased 4.6% to $3.18 during the nine months ended September�30, 2014, while attendance declined approximately 6.4% to 198.2 million patrons.

�

Adjusted EBITDA for the nine months ended September�30, 2014 was $439.6 million compared to $484.5 million for the nine months ended September�30, 2013. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

�

Net income attributable to Cinemark Holdings,�Inc. for the nine months ended September�30, 2014 was $145.3 million compared to $132.9 million for the nine months ended September�30, 2013.� Diluted earnings per share for the nine months ended September�30, 2014 was $1.25 compared to $1.15 for the nine months ended September�30, 2013.� Net income for the nine months ended September�30, 2013 included a loss on early retirement of debt of approximately $72.3 million, before income taxes.

�

On September�30, 2014, the Company�s aggregate screen count was 5,629. As of September�30, 2014, the Company had signed commitments to open five new theatres and 51 screens during the remainder of 2014 and 22 new theatres with 187 screens subsequent to 2014.

�

Conference Call/Webcast � Today at 8:30 AM ET

�

Telephone: via 888-755-8910 or 706-679-3149 (for international callers).

�

Live Webcast/Replay: Available live at investors.cinemark.com. A replay will be available following the call and archived for a limited time.

�

�

About Cinemark Holdings,�Inc.

�

Cinemark is a leading domestic and international motion picture exhibitor, operating 490 theatres with 5,629 screens in 40 U.S. states, Brazil, Argentina and 11 other Latin American countries as of September�30, 2014. For more information go to investors.cinemark.com.

�

Financial Contact:

�

Chanda Brashears � 972-665-1671 or [email protected]

�

Media Contact:

�

James Meredith � 972-665-1060 or [email protected]

�

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 and 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�28, 2014 and quarterly reports on Form�10-Q. 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.

�

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�

Cinemark Holdings,�Inc.

Financial and Operating Summary

(unaudited, in thousands)

�

�

�

Three�months�ended September�30,

�

Nine�months�ended September�30,

�

�

�

2014

�

2013

�

2014

�

2013

�

Statement of income data:

�

�

�

�

�

�

�

�

�

Revenues

�

�

�

�

�

�

�

�

�

Admissions

�

$

402,832

�

$

479,631

�

$

1,239,472

�

$

1,293,528

�

Concession

�

211,131

�

242,257

�

630,571

�

643,399

�

Other

�

32,940

�

35,678

�

97,003

�

94,034

�

Total revenues

�

646,903

�

757,566

�

1,967,046

�

2,030,961

�

Cost of operations

�

�

�

�

�

�

�

�

�

Film rentals and advertising

�

215,565

�

254,792

�

665,420

�

692,219

�

Concession supplies

�

33,473

�

38,971

�

98,862

�

103,992

�

Facility lease expense

�

80,567

�

85,085

�

239,571

�

230,827

�

Other theatre operating expenses

�

147,380

�

157,990

�

436,175

�

428,656

�

General and administrative expenses

�

35,803

�

42,395

�

114,892

�

120,720

�

Depreciation and amortization

�

44,731

�

42,399

�

131,108

�

120,165

�

Impairment of long-lived assets

�

4,510

�

131

�

5,294

�

2,076

�

(Gain) loss on sale of assets and other

�

2,590

�

611

�

8,719

�

(2,532

)

Total cost of operations

�

564,619

�

622,374

�

1,700,041

�

1,696,123

�

Operating income

�

82,284

�

135,192

�

267,005

�

334,838

�

Interest expense (1)

�

(28,335

)

(29,478

)

(85,101

)

(96,542

)

Distributions from NCM

�

3,481

�

5,622

�

14,158

�

13,418

�

Loss on early retirement of debt

�

�

�

�

�

�

�

(72,302

)

Other income

�

6,636

�

12,795

�

20,777

�

17,958

�

Income before income taxes

�

64,066

�

124,131

�

216,839

�

197,370

�

Less: Income taxes

�

25,534

�

43,386

�

70,477

�

62,726

�

Net income

�

$

38,532

�

$

80,745

�

$

146,362

�

$

134,644

�

Less: Net income attributable to noncontrolling interests

�

403

�

726

�

1,059

�

1,766

�

Net income attributable to Cinemark Holdings,�Inc.

�

$

38,129

�

$

80,019

�

$

145,303

�

$

132,878

�

Earnings per share attributable to Cinemark Holdings,�Inc.�s common stockholders:

�

�

�

�

�

�

�

�

�

Basic

�

$

0.33

�

$

0.69

�

$

1.25

�

$

1.15

�

Diluted

�

$

0.33

�

$

0.69

�

$

1.25

�

$

1.15

�

�

�

�

�

�

�

�

�

�

�

Weighted average diluted shares outstanding

�

115,021

�

114,449

�

114,901

�

114,291

�

�

�

�

�

�

�

�

�

�

�

Other financial data:

�

�

�

�

�

�

�

�

�

Adjusted EBITDA (2)

�

$

141,739

�

$

190,173

�

$

439,649

�

$

484,453

�

�

(1)�������� Includes amortization of debt issue costs.

(2)�������� Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net income is provided in the financial schedules accompanying this press release.

�

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�

�	�	As�of		�	As�of		�
�	�	September�30,		�	December�31,		�
�	�	2014		�	2013		�
Balance sheet data:	�	�		�	�		�
Cash and cash equivalents	�	$	546,665	�	$	599,929	�
Theatre properties and equipment, net	�	$	1,427,787	�	$	1,427,190	�
Total assets	�	$	4,060,429	�	$	4,144,163	�
Long-term debt, including current portion	�	$	1,826,083	�	$	1,832,800	�
Equity	�	$	1,129,382	�	$	1,102,417	�

�

�

�

Three�months�ended September�30,

�

Nine�months�ended September�30,

�

�

�

2014

�

2013

�

2014

�

2013

�

Other operating data:

�

�

�

�

�

�

�

�

�

Attendance (patrons, in thousands):

�

�

�

�

�

�

�

�

�

Domestic

�

42,886

�

50,604

�

129,938

�

132,161

�

International

�

23,290

�

30,433

�

68,244

�

79,647

�

Worldwide

�

66,176

�

81,037

�

198,182

�

211,808

�

�

�

�

�

�

�

�

�

�

�

Average ticket price (in dollars):

�

�

�

�

�

�

�

�

�

Domestic

�

$

6.79

�

$

6.68

�

$

6.99

�

$

6.87

�

International

�

$

4.80

�

$

4.66

�

$

4.86

�

$

4.84

�

Worldwide

�

$

6.09

�

$

5.92

�

$

6.25

�

$

6.11

�

�

�

�

�

�

�

�

�

�

�

Concession revenues per patron (in dollars):

�

�

�

�

�

�

�

�

�

Domestic

�

$

3.63

�

$

3.38

�

$

3.63

�

$

3.43

�

International

�

$

2.38

�

$

2.34

�

$

2.33

�

$

2.39

�

Worldwide

�

$

3.19

�

$

2.99

�

$

3.18

�

$

3.04

�

�

�

�

�

�

�

�

�

�

�

Average screen count (month end average):

�

�

�

�

�

�

�

�

�

Domestic

�

4,468

�

4,420

�

4,462

�

4,172

�

International

�

1,154

�

1,373

�

1,140

�

1,352

�

Worldwide

�

5,622

�

5,793

�

5,602

�

5,524

�

�

Segment Information

(unaudited, in thousands)

�

�	�	Three�months�ended September�30,					�	Nine�months�ended September�30,					�
�	�	2014		�	2013		�	2014		�	2013		�
Revenues	�	�		�	�		�	�		�	�		�
U.S.	�	$	463,854	�	$	529,426	�	$	1,433,259	�	$	1,412,898	�
International	�	186,428		�	231,771		�	543,501		�	627,843		�
Eliminations	�	(3,379		)	(3,631		)	(9,714		)	(9,780		)
Total revenues	�	$	646,903	�	$	757,566	�	$	1,967,046	�	$	2,030,961	�
Adjusted EBITDA (1)	�	�		�	�		�	�		�	�		�
U.S.	�	$	99,519	�	$	132,803	�	$	313,930	�	$	341,579	�
International	�	42,220		�	57,370		�	125,719		�	142,874		�
Total Adjusted EBITDA	�	$	141,739	�	$	190,173	�	$	439,649	�	$	484,453	�
Capital expenditures	�	�		�	�		�	�		�	�		�
U.S.	�	$	36,325	�	$	35,746	�	$	97,120	�	$	71,533	�
International	�	17,280		�	33,354		�	59,048		�	87,955		�
Total capital expenditures	�	$	53,605	�	$	69,100	�	$	156,168	�	$	159,488	�

�

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�

Reconciliation of Adjusted EBITDA

(unaudited, in thousands)

�

�	�	Three�months�ended					�	Nine�months�ended					�
�	�	September�30,					�	September�30,					�
�	�	2014		�	2013		�	2043		�	2013		�
Net income	�	$	38,532	�	$	80,745	�	$	146,362	�	$	134,644	�
Income taxes	�	25,534		�	43,386		�	70,477		�	62,726		�
Interest expense	�	28,335		�	29,478		�	85,101		�	96,542		�
Loss on early retirement of debt	�	�		�	�		�	�		�	72,302		�
Other income	�	(6,636		)	(12,795		)	(20,777		)	(17,958		)
Depreciation and amortization	�	44,731		�	42,399		�	131,108		�	120,165		�
Impairment of long-lived assets	�	4,510		�	131		�	5,294		�	2,076		�
(Gain) loss on sale of assets and other	�	2,590		�	611		�	8,719		�	(2,532		)
Deferred lease expenses - theatres (2)	�	403		�	897		�	1,443		�	956		�
Deferred lease expenses � DCIP equipment (3)	�	(235		)	1,038		�	573		�	3,082		�
Amortization of long-term prepaid rents (2)	�	1,000		�	725		�	1,785		�	2,104		�
Share based awards compensation expense (4)	�	2,975		�	3,558		�	9,564		�	10,346		�
Adjusted EBITDA (1)	�	$	141,739	�	$	190,173	�	$	439,649	�	$	484,453	�

�

(1)�������� Adjusted EBITDA as calculated in the chart above represents net income before income taxes, interest expense, loss on early retirement of debt, other income, depreciation and amortization, impairment of long-lived assets, (gain) loss on sale of assets and other, changes in deferred lease expense, amortization of long-term prepaid rents and share based awards compensation expense.� 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.

(2)�������� Non-cash expense included in facility lease expense.

(3)�������� Non-cash expense included in other theatre operating expenses.

(4)�������� Non-cash expense included in general and administrative expenses.

�

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