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CNK > SEC Filings for CNK > Form 10-Q on 9-Nov-2009All Recent SEC Filings

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Form 10-Q for CINEMARK HOLDINGS, INC.


9-Nov-2009

Quarterly Report


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.
We are the second largest motion picture exhibitor in the world, in terms of both attendance and the number of screens in operation, with theatres in the U.S., Canada, Brazil, Mexico, Chile, Colombia, Argentina, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. For financial reporting purposes at September 30, 2009, we have two reportable operating segments, our U.S. operations and our international operations.
We generate revenues primarily from box office receipts and concession sales with additional revenues from screen advertising sales and other revenue streams, such as vendor marketing programs, pay phones, ATM machines and electronic video games located in some of our theatres. Our investment in NCM has assisted us in expanding our offerings to advertisers, exploring ancillary revenue sources such as digital video monitor advertising, third party branding, and the use of theatres for non-film events. In addition, we are able to use theatres during non-peak hours for concerts, sporting events, and other cultural events. Successful films released during the nine months ended September 30, 2009 included Ice Age: Dawn of the Dinosaurs, Harry Potter and the Half-Blood Prince, G.I. Joe: the Rise of the Cobra, Transformers: Revenge of the Fallen, Disney Pixar's Up, Star Trek, The Hangover, Night at the Museum 2: Battle of the Smithsonian, Monsters vs. Aliens, X-Men Origins: Wolverine, Taken, Cloudy with a Chance of Meatballs, The Proposal and Fast & Furious. Film releases scheduled for the remainder of 2009 include Twilight 2: New Moon, Alvin and the Chipmunks:
The Squeakuel, Paranormal Activity, Where the Wild Things Are, 2012, Old Dogs, Sherlock Holmes, The Lovely Bones, The Princess and the Frog, and 3-D movies such as Avatar and A Christmas Carol. Our revenues are affected by changes in attendance and average admissions and concession revenues per patron. Attendance is primarily affected by the quality and quantity of films released by motion picture studios.
Film rental costs are variable in nature and fluctuate with our admissions revenues. Film rental costs as a percentage of revenues are generally higher for periods in which more blockbuster films are released. Film rental costs can also vary based on the length of a film's run. Film rental rates are negotiated on a film-by-film and theatre-by-theatre basis. Advertising costs, which are expensed as incurred, are primarily fixed at the theatre level as daily movie directories placed in newspapers represent the largest component of advertising costs. The monthly cost of these advertisements is based on, among other things, the size of the directory and the frequency and size of the newspaper's circulation.
Concession supplies expense is variable in nature and fluctuates with our concession revenues. We purchase concession supplies to replace units sold. We negotiate prices for concession supplies directly with concession vendors and manufacturers to obtain bulk rates.
Although salaries and wages include a fixed cost component (i.e. the minimum staffing costs to operate a theatre facility during non-peak periods), salaries and wages move in relation to revenues as theatre staffing is adjusted to address changes in attendance.
Facility lease expense is primarily a fixed cost at the theatre level as most of our facility leases require a fixed monthly minimum rent payment. Certain of our 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 revenue level is achieved. Facility lease expense as a percentage of revenues is also affected by the number of theatres under operating leases versus the number of theatres under capital leases and the number of fee-owned theatres.
Utilities and other costs include certain costs that possess both fixed and variable components such as utilities, property taxes, janitorial costs, repairs and maintenance and security services.
Recent Developments
On November 4, 2009, our board of directors declared a cash dividend in the amount of $0.18 per common share payable to stockholders of record on November 25, 2009. The dividend will be paid on December 10, 2009.


Table of Contents

Results of Operations
   The following table sets forth, for the periods indicated, the percentage of
revenues represented by certain items reflected in our condensed consolidated
statements of income:

                                                        Three Months Ended                    Nine Months Ended
                                                          September 30,                         September 30,
Operating data (in millions):                        2009               2008               2009               2008
Revenues
Admissions                                        $   322.9          $   308.5          $   941.9          $   865.3
Concession                                            153.0              146.1              441.9              409.7
Other                                                  20.9               21.6               56.3               59.5

Total revenues                                    $   496.8          $   476.2          $ 1,440.1          $ 1,334.5
Cost of operations
Film rentals and advertising                      $   175.9          $   169.3          $   513.9          $   471.2
Concession supplies                                    23.5               24.5               67.2               66.4
Salaries and wages                                     52.7               47.4              149.1              135.3
Facility lease expense                                 61.6               58.9              176.5              171.4
Utilities and other                                    61.4               57.3              164.3              155.9
General and administrative expenses                    23.5               22.7               69.0               67.8
Depreciation and amortization                          38.5               38.8              112.8              115.5
Impairment of long-lived assets                         3.1                2.3                8.1                8.1
Loss on sale of assets and other                        0.9                2.3                2.4                3.2

Total cost of operations                          $   441.1          $   423.5          $ 1,263.3          $ 1,194.8

Operating income                                  $    55.7          $    52.7          $   176.8          $   139.7


Operating data as a percentage of revenues:
Revenues
Admissions                                             65.0 %             64.8 %             65.4 %             64.8 %
Concession                                             30.8 %             30.7 %             30.7 %             30.7 %
Other                                                   4.2 %              4.5 %              3.9 %              4.5 %

Total revenues                                        100.0 %            100.0 %            100.0 %            100.0 %


Cost of operations (1)
Film rentals and advertising                           54.5 %             54.9 %             54.6 %             54.5 %
Concession supplies                                    15.4 %             16.8 %             15.2 %             16.2 %
Salaries and wages                                     10.6 %             10.0 %             10.4 %             10.1 %
Facility lease expense                                 12.4 %             12.4 %             12.3 %             12.8 %
Utilities and other                                    12.3 %             12.0 %             11.4 %             11.7 %
General and administrative expenses                     4.8 %              4.8 %              4.8 %              5.1 %
Depreciation and amortization                           7.8 %              8.2 %              7.9 %              8.7 %
Impairment of long-lived assets                         0.7 %              0.5 %              0.6 %              0.6 %
Loss on sale of assets and other                        0.2 %              0.5 %              0.2 %              0.3 %
Total cost of operations                               88.8 %             88.9 %             87.7 %             89.5 %
Operating income                                       11.2 %             11.1 %             12.3 %             10.5 %

Average screen count (month end average)              4,901              4,709              4,849              4,683

Revenues per average screen (in dollars)          $ 101,367          $ 101,136          $ 296,978          $ 284,943

(1) All costs are expressed as a percentage of total revenues, except film rentals and advertising, which are expressed as a percentage of admissions revenues and concession supplies, which are expressed as a percentage of concession revenues.


Table of Contents

Three months ended September 30, 2009 and 2008 Revenues. Total revenues increased $20.6 million to $496.8 million for the three months ended September 30, 2009 ("third quarter of 2009") from $476.2 million for the three months ended September 30, 2008 ("third quarter of 2008"), representing a 4.3% increase. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenues.

                                                                                    International Operating
                                              U.S. Operating Segment                        Segment                              Consolidated
                                                Three Months Ended                    Three Months Ended                      Three Months Ended
                                                  September 30,                          September 30,                           September 30,
                                                                     %                                       %                                       %
                                           2009         2008       Change       2009          2008        Change        2009          2008        Change
Admissions revenues (in millions)       $  246.9     $  235.4        4.9 %   $    76.0     $    73.1        4.0 %    $   322.9     $   308.5        4.7 %
Concession revenues (in millions)       $  119.8     $  112.5        6.5 %   $    33.2     $    33.6       (1.2 )%   $   153.0     $   146.1        4.7 %
Other revenues (in millions) (1)        $   10.3     $    9.9        4.0 %   $    10.6     $    11.7       (9.4 )%   $    20.9     $    21.6       (3.2 )%
Total revenues (in millions) (1)        $  377.0     $  357.8        5.4 %   $   119.8     $   118.4        1.2 %    $   496.8     $   476.2        4.3 %
Attendance (in millions)                    41.0         39.4        4.1 %        19.4          18.4        5.4 %         60.4          57.8        4.5 %
Revenues per screen (in dollars) (1)    $ 98,115     $ 97,011        1.1 %   $ 113,161     $ 116,040       (2.5 )%   $ 101,367     $ 101,136        0.2 %

(1) U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 16 of our condensed consolidated financial statements.

• Consolidated. The increase in admissions revenues of $14.4 million was primarily attributable to a 4.5% increase in attendance and a 0.2% increase in average ticket price from $5.34 for the third quarter of 2008 to $5.35 for the third quarter of 2009. The increase in concession revenues of $6.9 million was primarily attributable to the 4.5% increase in attendance, while concession revenues per patron remained constant at $2.53 for the third quarter of 2009. The 3.2% decrease in other revenues was primarily due to decreases in ancillary revenue and the unfavorable impact of exchange rates in certain countries in which we operate.
• U.S. The increase in admissions revenues of $11.5 million was primarily attributable to a 4.1% increase in attendance and a 0.8% increase in average ticket price from $5.97 for the third quarter of 2008 to $6.02 for the third quarter of 2009. The increase in concession revenues of $7.3 million was primarily attributable to the 4.1% increase in attendance and a 2.1% increase in concession revenues per patron from $2.86 for the third quarter of 2008 to $2.92 for the third quarter of 2009. The increase in average ticket price was primarily due to incremental 3-D pricing. The increase in concession revenues per patron was due to a kid-friendly film mix and price increases.
• International. The increase in admissions revenues of $2.9 million was primarily attributable to a 5.4% increase in attendance, partially offset by a 1.3% decrease in average ticket price from $3.97 for the third quarter of 2008 to $3.92 for the third quarter of 2009. The decrease in concession revenues of $0.4 million was primarily attributable to a 6.6% decrease in concession revenues per patron from $1.83 for the third quarter of 2008 to $1.71 for the third quarter of 2009, partially offset by the 5.4% increase in attendance. The decreases in average ticket price and concession revenues per patron were primarily due to the unfavorable impact of exchange rates in certain countries in which we operate. The 9.4% decrease in other revenues was primarily due to decreases in ancillary revenue and the unfavorable impact of exchange rates in certain countries in which we operate.


Table of Contents

Cost of Operations. The table below summarizes certain of our theatre operating costs by reportable operating segment.

                                                                      International Operating
                                U.S. Operating Segment                        Segment                            Consolidated
                                  Three Months Ended                     Three Months Ended                   Three Months Ended
                                     September 30,                         September 30,                         September 30,
                                 2009              2008               2009                2008               2009             2008
Film rentals and
advertising                  $    137.4          $ 132.5          $     38.5          $     36.8          $  175.9          $ 169.3
Concession supplies                14.8             15.6                 8.7                 8.9              23.5             24.5
Salaries and wages                 43.3             38.2                 9.4                 9.2              52.7             47.4
Facility lease expense             45.2             42.1                16.4                16.8              61.6             58.9
Utilities and other                45.1             41.8                16.3                15.5              61.4             57.3

• Consolidated. Film rentals and advertising costs were $175.9 million, or 54.5% of admissions revenues, for the third quarter of 2009 compared to $169.3 million, or 54.9% of admissions revenues, for the third quarter of 2008. The increase in film rentals and advertising costs of $6.6 million is primarily due to a $14.4 million increase in admissions revenues, which contributed $7.9 million, and a decrease in our film rental and advertising rate, which contributed $(1.3) million. Concession supplies expense was $23.5 million, or 15.4% of concession revenues, for the third quarter of 2009 compared to $24.5 million, or 16.8% of concession revenues, for the third quarter of 2008. The decrease in the concession supplies rate is primarily related to the incremental benefit of our new U.S. beverage agreement that was effective at the beginning of 2009. Salaries and wages increased to $52.7 million for the third quarter of 2009 from $47.4 million for the third quarter of 2008 primarily due to increased staffing levels to support the 4.5% increase in attendance, increased minimum wage rates and new theatre openings. Facility lease expense increased to $61.6 million for the third quarter of 2009 from $58.9 million for the third quarter of 2008 primarily due to new theatres. Utilities and other costs increased to $61.4 million for the third quarter of 2009 from $57.3 million for the third quarter of 2008 primarily due to new theatres, increased repairs and maintenance expense and increased 3-D equipment rental fees.
• U.S. Film rentals and advertising costs were $137.4 million, or 55.7% of admissions revenues, for the third quarter of 2009 compared to $132.5 million, or 56.3% of admissions revenues, for the third quarter of 2008. The increase in film rentals and advertising costs of $4.9 million is due to an $11.5 million increase in admissions revenues, which contributed $6.5 million, and a decrease in our film rentals and advertising rate, which contributed $(1.6) million. Concession supplies expense was $14.8 million, or 12.4% of concession revenues, for the third quarter of 2009 compared to $15.6 million, or 13.9% of concession revenues, for the third quarter of 2008. The decrease in the concession supplies rate is primarily related to the incremental benefit of our new U.S. beverage agreement that was effective at the beginning of 2009. Salaries and wages increased to $43.3 million for the third quarter of 2009 from $38.2 million for the third quarter of 2008 primarily due to increased staffing levels to support the 4.1% increase in attendance, increased minimum wage rates and new theatre openings. Facility lease expense increased to $45.2 million for the third quarter of 2009 from $42.1 million for the third quarter of 2008 primarily due to new theatres openings. Utilities and other costs increased to $45.1 million for the third quarter of 2009 from $41.8 million for the third quarter of 2008 primarily due to new theatres, increased repairs and maintenance expense and increased 3-D equipment rental fees.
• International. Film rentals and advertising costs were $38.5 million, or 50.7% of admissions revenues, for the third quarter of 2009 compared to $36.8 million, or 50.3% of admissions revenues, for the third quarter of 2008. The increase in our film rentals and advertising rate was primarily due to increased advertising expenses. Concession supplies expense was $8.7 million, or 26.2% of concession revenues, for the third quarter of 2009 compared to $8.9 million, or 26.5% of concession revenues, for the third quarter of 2008.


Table of Contents

Salaries and wages increased to $9.4 million for the third quarter of 2009 from $9.2 million for the third quarter of 2008 primarily due to increased staffing levels to support the 5.4% increase in attendance and new theatre openings, partially offset by the impact of exchange rates in certain countries in which we operate. Facility lease expense decreased to $16.4 million for the third quarter of 2009 from $16.8 million for the third quarter of 2008 primarily due to the impact of exchange rates in certain countries in which we operate. Utilities and other costs increased to $16.3 million for the third quarter of 2009 from $15.5 million for the third quarter of 2008 primarily due to new theatres, increased repairs and maintenance expense and increased 3-D equipment rental fees.
General and Administrative Expenses. General and administrative expenses increased to $23.5 million for the third quarter of 2009 from $22.7 million for the third quarter of 2008. The increase was primarily due to increased incentive compensation expense, increased professional fees and increased service charges related to increased credit card activity.
Depreciation and Amortization. Depreciation and amortization expense, including amortization of favorable/unfavorable leases, was $38.5 million for the third quarter of 2009 compared to $38.8 million for the third quarter of 2008. The decrease was primarily due to the impact of exchange rates in certain countries in which we operate.
Impairment of Long-Lived Assets. We recorded asset impairment charges on assets held and used of $3.1 million for the third quarter of 2009 compared to $2.3 million for the third quarter of 2008. Impairment charges for the third quarter of 2009 were primarily for U.S. theatre properties, which were directly and individually impacted by increased competition or changes in their respective market.
Loss on Sale of Assets and Other. We recorded a loss on sale of assets and other of $0.9 million during the third quarter of 2009 compared to $2.3 million during the third quarter of 2008.
Interest Expense. Interest costs incurred, including amortization of debt issue costs, were $25.9 million for the third quarter of 2009 compared to $27.6 million for the third quarter of 2008. The decrease was primarily due to decreases in interest rates on our variable rate debt.
Interest Income. We recorded interest income of $1.0 million during the third quarter of 2009 compared to $3.8 million during the third quarter of 2008. The decrease was primarily due to lower interest rates earned on our cash investments.
Loss on Early Retirement of Debt. During the third quarter of 2009, we recorded a loss on early retirement of debt of $1.1 million as a result of the call premiums paid and other fees related to the repurchase of the remaining $16.9 million aggregate principal amount at maturity of Cinemark, Inc.'s 9 3/4% senior discount notes and the write-off of unamortized debt issue costs associated with these notes.
Distributions from NCM. We recorded distributions from NCM of $4.2 million during the third quarter of 2009 and $3.6 million during the third quarter of 2008, which were in excess of the carrying value of our investment. See Note 6 to our condensed consolidated financial statements.
Income Taxes. Income tax expense of $12.2 million was recorded for the third quarter of 2009 compared to $10.4 million for the third quarter of 2008. The effective tax rate was 35.6% for the third quarter of 2009 compared to 32.1% for the third quarter of 2008.


Table of Contents

Nine months ended September 30, 2009 and 2008 Revenues. Total revenues increased $105.6 million to $1,440.1 million for the nine months ended September 30, 2009 ("the 2009 period") from $1,334.5 million for the nine months ended September 30, 2008 ("the 2008 period"), representing a 7.9% increase. The table below, presented by reportable operating segment, summarizes our year-over-year revenue performance and certain key performance indicators that impact our revenues.

                                                                                      International Operating
                                               U.S. Operating Segment                         Segment                               Consolidated
                                                 Nine Months Ended                       Nine Months Ended                        Nine Months Ended
                                                   September 30,                           September 30,                            September 30,
                                                                       %                                       %                                        %
                                           2009          2008        Change       2009          2008         Change        2009          2008        Change
Admissions revenues (in millions)       $   748.6     $   672.5       11.3 %   $   193.3     $   192.8         0.3 %    $   941.9     $   865.3        8.9 %
Concession revenues (in millions)       $   357.0     $   323.5       10.4 %   $    84.9     $    86.2        (1.5 )%   $   441.9     $   409.7        7.9 %
Other revenues (in millions) (1)        $    30.5     $    29.0        5.2 %   $    25.8     $    30.5       (15.4 )%   $    56.3     $    59.5       (5.4 )%
Total revenues (in millions) (1)        $ 1,136.1     $ 1,025.0       10.8 %   $   304.0     $   309.5        (1.8 )%   $ 1,440.1     $ 1,334.5        7.9 %
Attendance (in millions)                    122.2         112.2        8.9 %        53.4          48.7         9.7 %        175.6         160.9        9.1 %
Revenues per screen (in dollars) (1)    $ 298,615     $ 279,372        6.9 %   $ 291,016     $ 305,094        (4.6 )%   $ 296,978     $ 284,943        4.2 %

(1) U.S. operating segment revenues include eliminations of intercompany transactions with the international operating segment. See Note 16 of our condensed consolidated financial statements.

• Consolidated. The increase in admissions revenues of $76.6 million was primarily attributable to a 9.1% increase in attendance, partially offset by a 0.4% decrease in average ticket price from $5.38 for the 2008 period to $5.36 for the 2009 period. The increase in concession revenues of $32.2 million was primarily attributable to the 9.1% increase in attendance, partially offset by a 1.2% decrease in concession revenues per patron from $2.55 for the 2008 period to $2.52 for the 2009 period. The decreases in average ticket price and concession revenues per patron were primarily due to the unfavorable impact of exchange rates in certain countries in which we operate. The 5.4% decrease in other revenues was primarily due to decreases in ancillary revenue and the unfavorable impact of exchange rates in certain countries in which we operate.
• U.S. The increase in admissions revenues of $76.1 million was primarily attributable to an 8.9% increase in attendance and a 2.3% increase in average ticket price from $5.99 for the 2008 period to $6.13 for the 2009 period. The increase in concession revenues of $33.5 million was primarily attributable to the 8.9% increase in attendance and a 1.4% increase in concession revenues per patron from $2.88 for the 2008 period to $2.92 for the 2009 period. The increase in average ticket price was primarily due to incremental 3-D pricing and other price increases and the increase in concession revenues per patron was primarily due to price increases.
• International. The increase in admissions revenues of $0.5 million was primarily attributable to a 9.7% increase in attendance, partially offset by an 8.6% decrease in average ticket price from $3.96 for the 2008 period to $3.62 for the 2009 period. The decrease in concession revenues of $1.3 million was primarily attributable to a 10.2% decrease in concession revenues per patron from $1.77 for the 2008 period to $1.59 for the 2009 period, partially offset by the 9.7% increase in attendance. The decreases in average ticket price and concession revenues per patron were primarily due to the unfavorable impact of exchange rates in certain countries in which we operate. The 15.4% decrease in other revenues was primarily due to decreases in ancillary revenue and the unfavorable impact of exchange rates in certain countries in which we operate.


Table of Contents

Cost of Operations. The table below summarizes certain of our theatre operating costs by reportable operating segment.

                                                                      International Operating
. . .
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