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(Loss) Earnings Per Share
3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
(Loss) Earnings Per Share
5.
(Loss) Earnings Per Share

The following table presents computations of basic and diluted (loss) earnings per share for Holdings:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

Net (loss) income attributable to Cinemark Holdings, Inc.

 

$

(38.9

)

 

$

24.8

 

Loss (income) allocated to participating share-based awards (1)

 

 

0.4

 

 

 

(0.4

)

Basic net (loss) income attributable to common stockholders

 

$

(38.5

)

 

$

24.4

 

Add: Interest expense on convertible notes, net of tax (3)

 

 

 

 

 

4.8

 

Diluted net (loss) income attributable to common stockholders

 

$

(38.5

)

 

$

29.2

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

119.4

 

 

 

119.5

 

Common equivalent shares for performance and restricted 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

 

 

119.4

 

 

 

152.4

 

 

 

 

 

 

 

 

Basic (loss) earnings per share attributable to common stockholders

 

$

(0.32

)

 

$

0.20

 

Diluted (loss) earnings per share attributable to common stockholders

 

$

(0.32

)

 

$

0.19

 

(1)
For the three months ended March 31, 2025 and 2024, a weighted average of approximately 1.30 shares and 2.00 shares of restricted stock, respectively, were considered participating securities.
(2)
For the three months ended March 31, 2025, approximately 2.10 common equivalent shares for performance and restricted stock units were excluded because they were anti-dilutive.
(3)
For the three months ended March 31, 2025, diluted loss per share excludes the conversion of the 4.50% Convertible Senior Notes into 32.0 shares of common stock as they would be anti-dilutive. See further discussion below.
(4)
For the three months ended March 31, 2025 and 2024, diluted (loss) earnings per share excludes the warrants, as they would be anti-dilutive.

 

Share-based awards

Holdings considers its unvested restricted stock awards, which contain non-forfeitable rights to dividends, participating securities and includes such participating securities in its computation of (loss) earnings per share pursuant to the two-class method. Basic (loss) earnings per share for the two classes of stock (common stock and unvested restricted stock) is calculated by dividing net (loss) income by the weighted average number of shares of common stock and unvested restricted stock outstanding during the reporting period. Diluted (loss) earnings 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. For the three months ended March 31, 2025 and 2024, diluted (loss) earnings per share using the treasury stock method was less dilutive than the two-class method; as such, only the two-class method has been included above.

Convertible notes, hedges and warrants

The 4.50% Convertible Senior Notes, discussed further in Note 13 of the Company’s Annual Report on Form 10-K filed February 19, 2025, 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 (loss) earnings per share assuming conversion at the beginning of the reporting period.

As discussed in Note 7, the current conversion trigger price for the 4.50% Convertible Senior Notes of $18.66 per share will be reduced to $18.60 per share as a result of the dividend paid to stockholders on March 19, 2025. The closing price of Holdings' common stock exceeded $18.66 per share during at least 20 of the last 30 trading days of the quarter ended March 31, 2025 and, therefore, the 4.50% Convertible Senior Notes are convertible during the second quarter of 2025 and will be convertible through their maturity. The if-converted value of the 4.50% Convertible Senior Notes, based on the weighted average closing price of Holdings’ common stock for the three months ended March 31, 2025, exceeded the aggregate outstanding principal of the notes by $407.9 as of March 31, 2025.

As discussed in Note 13 of the Company’s Annual Report on Form 10-K filed February 19, 2025, 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 gives Holdings the option to purchase approximately 32.0 shares of its common stock at a price of approximately $14.35 per share, which will be reduced to $14.30 per share as a result of the dividend paid to stockholders on March 19, 2025. This adjustment will be implemented no later than June 17, 2025, which is the first day of the observation period for settlements of conversion of the 4.50% Convertible Senior Notes at maturity. 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 gives the option counterparties the option to purchase approximately 32.0 shares at a price of approximately $22.08 per share, subject to adjustment for dividends paid to stockholders. The economic effect of these transactions is to effectively raise the strike price of the 4.50% Convertible Senior Notes to approximately $22.08 per share of Holdings’ common stock. The warrants expire 1/80th per trading day between November 15, 2025 and March 12, 2026.