EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

The following table presents computations of basic and diluted earnings (loss) per share for Holdings under the two class method:



	Year Ended December 31,
	2021			2022			2023
Numerator:
Net (loss) income attributable to Cinemark Holdings, Inc.	$	(422.8	)	$	(271.2	)	$	188.2
Loss (income) allocated to participating share-based awards (1)		6.1			3.8			(3.3	)
Basic net (loss) income attributable to common stockholders	$	(416.7	)	$	(267.4	)	$	184.9
Add: Interest expense on convertible notes, net of tax (3)		—			—		$	18.2
Diluted net (loss) income attributable to common stockholders	$	(416.7	)	$	(267.4	)	$	203.1

Denominator:
Basic weighted average shares outstanding		117.3			118.2			119.1
Common equivalent shares for restricted performance stock units (2)		—			—			0.9
Common equivalent shares for convertible notes (3)		—			—			32.0
Common equivalent shares for warrants (4)		—			—			—
Diluted weighted average shares outstanding		117.3			118.2			152.0

Basic (loss) earnings per share attributable to common stockholders	$	(3.55	)	$	(2.26	)	$	1.55
Diluted (loss) earnings per share attributable to common stockholders	$	(3.55	)	$	(2.26	)	$	1.34

(1)

For the years ended December 31, 2021, 2022 and 2023, a weighted average of approximately 1.7 shares, 1.7 shares and 2.1 shares of unvested restricted stock, respectively, are considered participating securities.

(2)

For the years ended December 31, 2021 and 2022, approximately 0.0 and 0.4 common equivalent shares for performance stock units were excluded because they were anti-dilutive.

(3)

For the years ended December 31, 2021 and 2022, diluted loss per share excludes the assumed conversion of the 4.50% Convertible Senior Notes into 32.0 shares of common stock, as they would have been anti-dilutive. See further discussion below.

(4)

For all periods presented, diluted earnings (loss) per share excludes the warrants, as they would be anti-dilutive.

Share-based awards

Holdings 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 earnings (loss) per share pursuant to the two-class method. Basic earnings (loss) per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net income (loss) by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted earnings (loss) per share is calculated using the weighted average number of shares of common stock plus the potentially dilutive effect of common equivalent shares outstanding determined under both the two-class method and the treasury stock method.

Convertible notes, hedges and warrants

The 4.50% Convertible Senior Notes, discussed further in Note 14, are dilutive in periods in which Holdings has net income. The impact of such dilution on earnings per share is calculated under the if-converted method, which requires that all of the shares of Holdings’ common stock issuable upon conversion of the 4.50% Convertible Senior Notes be included in the calculation of diluted EPS assuming conversion at the beginning of the reporting period.

The closing price of Holdings’ common stock did not exceed the strike price of $18.66 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 quarter ended December 31, 2023 and, therefore, the 4.50% Convertible Senior Notes will not be convertible during the first quarter of 2024. The converted value of the 4.50% Convertible Senior Notes, based on the weighted average closing price of

Holdings’ common stock for 2023, exceeded the aggregate outstanding principal of the notes by $23.3 as of December 31, 2023.

As noted in Note 14, Holdings entered into hedge transactions with counterparties in connection with the issuance of the 4.50% Convertible Senior Notes. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes, the number of shares of Holdings’ common stock underlying the 4.50% Convertible Notes, which initially gives Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $14.35 per share. Concurrently with entering into the convertible note hedge transactions, Holdings also entered into warrant transactions with each option counterparty whereby Holdings sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Holdings’ common stock, which initially gives the option counterparties the option to purchase approximately 32.0 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 from approximately $18.66 per share of Holdings’ common stock to approximately $22.08 per share.