Cinemark(CNK) - 2024 Q2 - Quarterly Report

FORM 10-Q Filing Information This report details the quarterly financial and operational information for Cinemark Holdings, Inc. and Cinemark USA, Inc. for the period ended June 30, 2024 - This is a Quarterly Report (Form 10-Q) for the period ended June 30, 2024, filed by Cinemark Holdings, Inc. and Cinemark USA, Inc.[1] - Cinemark Holdings, Inc. is classified as a large accelerated filer[4] - Cinemark USA, Inc. is a non-accelerated filer and a voluntary filer, utilizing a reduced disclosure format[4][5] Cinemark Holdings, Inc. Common Stock Outstanding | Metric | Value | | :-------------------------------- | :-------------------- | | Common stock, par value $.001 per share | CNK | | Shares issued and outstanding (as of July 26, 2024) | 122,384,098 shares | PART I. FINANCIAL INFORMATION This section presents the condensed consolidated financial statements and comprehensive notes for Cinemark Holdings, Inc. and Cinemark USA, Inc. Condensed Consolidated Balance Sheets (Holdings) As of June 30, 2024, Cinemark Holdings, Inc. reported a slight decrease in total assets to $4,786.2 million from $4,836.8 million at December 31, 2023, with total liabilities also decreasing, leading to an increase in total equity from $318.8 million to $375.0 million Balance Sheet Summary (Holdings) | Metric | June 30, 2024 (in millions) | December 31, 2023 (in millions) | Change (in millions) | | :-------------------------------- | :-------------------------- | :---------------------------- | :------------------- | | Total Assets | $4,786.2 | $4,836.8 | -$50.6 | | Total Liabilities | $3,630.7 | $3,787.7 | -$157.0 | | Total Equity | $375.0 | $318.8 | +$56.2 | | Cash and Cash Equivalents | $788.8 | $849.1 | -$60.3 | | Long-term Debt (less current portion) | $2,242.8 | $2,391.3 | -$148.5 | Condensed Consolidated Statements of Income (Holdings) For the three months ended June 30, 2024, Holdings experienced a significant decline in total revenue and net income compared to the prior year, with total revenue decreasing by $208.1 million and net income attributable to Holdings falling by $73.3 million Income Statement Summary (Holdings) - Three Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------------------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $734.2 | $942.3 | -$208.1 | | Operating Income | $82.9 | $168.4 | -$85.5 | | Net Income | $46.6 | $120.4 | -$73.8 | | Net Income Attributable to Holdings | $45.8 | $119.1 | -$73.3 | | Basic EPS | $0.37 | $0.98 | -$0.61 | | Diluted EPS | $0.32 | $0.80 | -$0.48 | Income Statement Summary (Holdings) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------------------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $1,313.4 | $1,553.0 | -$239.6 | | Operating Income | $100.5 | $196.9 | -$96.4 | | Net Income | $71.9 | $117.9 | -$46.0 | | Net Income Attributable to Holdings | $70.6 | $116.0 | -$45.4 | | Basic EPS | $0.58 | $0.96 | -$0.38 | | Diluted EPS | $0.51 | $0.82 | -$0.31 | Condensed Consolidated Statements of Comprehensive Income (Holdings) For the three months ended June 30, 2024, total comprehensive income attributable to Holdings decreased significantly to $34.0 million from $125.8 million in the prior year, primarily due to a substantial foreign currency translation loss of $12.1 million Comprehensive Income Summary (Holdings) - Three Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------------------------------------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Income | $46.6 | $120.4 | -$73.8 | | Foreign Currency Translation Adjustments | -$12.1 | $4.1 | -$16.2 | | Total Other Comprehensive (Loss) Income, net of tax | -$11.8 | $6.7 | -$18.5 | | Total Comprehensive Income, net of tax | $34.8 | $127.1 | -$92.3 | | Comprehensive Income Attributable to Cinemark Holdings, Inc. | $34.0 | $125.8 | -$91.8 | Comprehensive Income Summary (Holdings) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------------------------------------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Income | $71.9 | $117.9 | -$46.0 | | Foreign Currency Translation Adjustments | -$22.9 | $12.2 | -$35.1 | | Total Other Comprehensive (Loss) Income, net of tax | -$19.1 | $11.4 | -$30.5 | | Total Comprehensive Income, net of tax | $52.8 | $129.3 | -$76.5 | | Comprehensive Income Attributable to Cinemark Holdings, Inc. | $51.5 | $127.4 | -$75.9 | Condensed Consolidated Statements of Equity (Holdings) Cinemark Holdings, Inc.'s total equity increased from $318.8 million at January 1, 2024, to $375.0 million at June 30, 2024, primarily driven by net income and share-based awards compensation expense, partially offset by other comprehensive loss - Total equity for Cinemark Holdings, Inc. increased from $318.8 million at January 1, 2024, to $375.0 million at June 30, 2024[13][14] - Key drivers of equity change for the six months ended June 30, 2024, include net income attributable to Holdings of $70.6 million and share-based awards compensation expense of $15.7 million, partially offset by other comprehensive loss of $19.1 million[10][11][17] Condensed Consolidated Statements of Cash Flows (Holdings) For the six months ended June 30, 2024, Holdings experienced a net decrease in cash and cash equivalents of $60.3 million, primarily due to decreased cash provided by operating activities and increased cash used for financing activities, despite a decrease in cash used for investing activities Cash Flow Summary (Holdings) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Cash Provided by Operating Activities | $162.2 | $251.1 | -$88.9 | | Net Cash Used for Investing Activities | -$46.4 | -$54.6 | +$8.2 | | Net Cash Used for Financing Activities | -$168.1 | -$110.8 | -$57.3 | | (Decrease) Increase in Cash and Cash Equivalents | -$60.3 | $83.5 | -$143.8 | | Cash and Cash Equivalents (End of Period) | $788.8 | $758.0 | +$30.8 | Cinemark USA, Inc. and Subsidiaries Financial Statements (unaudited) This section provides the unaudited condensed consolidated financial statements for Cinemark USA, Inc. (CUSA) and its subsidiaries, including balance sheets, income statements, comprehensive income statements, equity statements, and cash flow statements, for the periods ended June 30, 2024 and 2023 Condensed Consolidated Balance Sheets (CUSA) This presents the balance sheet for Cinemark USA, Inc. and its subsidiaries as of June 30, 2024, and December 31, 2023 Balance Sheet Summary (CUSA) | Metric | June 30, 2024 (in millions) | December 31, 2023 (in millions) | Change (in millions) | | :-------------------------------- | :-------------------------- | :---------------------------- | :------------------- | | Total Assets | $4,615.8 | $4,655.9 | -$40.1 | | Total Liabilities | $3,176.4 | $3,333.2 | -$156.8 | | Total Equity | $667.1 | $600.3 | +$66.8 | | Cash and Cash Equivalents | $554.8 | $612.4 | -$57.6 | | Long-term Debt (less current portion) | $1,786.7 | $1,936.8 | -$150.1 | Condensed Consolidated Statements of Income (CUSA) This outlines the income statement for Cinemark USA, Inc. and its subsidiaries for the three and six months ended June 30, 2024 and 2023 Income Statement Summary (CUSA) - Three Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------------------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $734.2 | $942.3 | -$208.1 | | Operating Income | $83.9 | $169.3 | -$85.4 | | Net Income | $50.9 | $121.5 | -$70.6 | | Net Income Attributable to Cinemark USA, Inc. | $50.1 | $120.2 | -$70.1 | Income Statement Summary (CUSA) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------------------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $1,313.4 | $1,553.0 | -$239.6 | | Operating Income | $102.4 | $198.7 | -$96.3 | | Net Income | $78.8 | $127.8 | -$49.0 | | Net Income Attributable to Cinemark USA, Inc. | $77.5 | $125.9 | -$48.4 | Condensed Consolidated Statements of Comprehensive Income (CUSA) This details the comprehensive income for Cinemark USA, Inc. and its subsidiaries for the three and six months ended June 30, 2024 and 2023 Comprehensive Income Summary (CUSA) - Three Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------------------------------------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Income | $50.9 | $121.5 | -$70.6 | | Foreign Currency Translation Adjustments | -$12.1 | $4.1 | -$16.2 | | Total Other Comprehensive (Loss) Income, net of tax | -$11.8 | $6.7 | -$18.5 | | Total Comprehensive Income, net of tax | $39.1 | $128.2 | -$89.1 | | Comprehensive Income Attributable to Cinemark USA, Inc. | $38.3 | $126.9 | -$88.6 | Comprehensive Income Summary (CUSA) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------------------------------------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Income | $78.8 | $127.8 | -$49.0 | | Foreign Currency Translation Adjustments | -$22.9 | $12.2 | -$35.1 | | Total Other Comprehensive (Loss) Income, net of tax | -$19.1 | $11.4 | -$30.5 | | Total Comprehensive Income, net of tax | $59.7 | $139.2 | -$79.5 | | Comprehensive Income Attributable to Cinemark USA, Inc. | $58.4 | $137.3 | -$78.9 | Condensed Consolidated Statements of Equity (CUSA) This presents the changes in equity for Cinemark USA, Inc. and its subsidiaries for the six months ended June 30, 2024 and 2023 - Total equity for Cinemark USA, Inc. increased from $600.3 million at January 1, 2024, to $667.1 million at June 30, 2024[23] - Key drivers of equity change for the six months ended June 30, 2024, include net income attributable to CUSA of $77.5 million and share-based awards compensation expense of $15.0 million, partially offset by other comprehensive loss of $19.1 million[19][21][28] Condensed Consolidated Statements of Cash Flows (CUSA) This summarizes the cash flow activities for Cinemark USA, Inc. and its subsidiaries for the six months ended June 30, 2024 and 2023 Cash Flow Summary (CUSA) - Six Months Ended June 30 | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Cash Provided by Operating Activities | $164.9 | $256.0 | -$91.1 | | Net Cash Used for Investing Activities | -$46.4 | -$54.6 | +$8.2 | | Net Cash Used for Financing Activities | -$168.1 | -$110.8 | -$57.3 | | (Decrease) Increase in Cash and Cash Equivalents | -$57.6 | $88.4 | -$146.0 | | Cash and Cash Equivalents (End of Period) | $554.8 | $515.7 | +$39.1 | Cinemark Holdings, Inc. and Cinemark USA, Inc. Notes to Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements for both Cinemark Holdings, Inc. and Cinemark USA, Inc., covering accounting policies, new pronouncements, lease accounting, revenue recognition, earnings per share, debt, investments, and other financial disclosures Note 1. The Company and Basis of Presentation This note describes the company's business, its structure, and the basis for preparing the interim financial statements - Cinemark Holdings, Inc. (Holdings) is a holding company that consolidates its wholly-owned subsidiary, Cinemark USA, Inc. (CUSA), and its subsidiaries[29] - The company operates in the motion picture exhibition industry with theatres in the United States and 13 Latin American countries[29] - Financial statements are prepared in accordance with U.S. GAAP for interim financial information[29] Note 2. New Accounting Pronouncements This note discusses the company's evaluation of recently issued accounting standards updates and their potential impact - The company is evaluating the impact of ASU 2023-07 (Segment Reporting), effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024[30] - The company is also evaluating ASU 2023-09 (Income Taxes), effective for annual periods beginning after December 15, 2024[30] Note 3. Lease Accounting This note provides details on the company's lease costs, cash outflows, and non-cash additions related to operating and finance leases Lease Costs (Six Months Ended June 30) | Lease Type | 2024 (in millions) | 2023 (in millions) | | :-------------------- | :----------------- | :----------------- | | Total Operating Lease Costs | $166.2 | $175.6 | | Total Finance Lease Costs | $9.4 | $8.5 | Cash Outflows and Non-Cash Additions for Leases (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :---------------------------------------------------- | :----------------- | :----------------- | | Cash outflows for operating leases | $136.1 | $140.3 | | Cash outflows for finance leases - operating activities | $2.9 | $2.5 | | Cash outflows for finance leases - financing activities | $7.5 | $7.1 | | Operating lease liability additions, net (non-cash) | $110.5 | $46.3 | | Finance lease liability additions, net (non-cash) | $27.9 | $0.0 | - As of June 30, 2024, the company had signed lease agreements for uncommenced theatre leases totaling approximately $37.7 million in non-cancelable lease payments[33] Note 4. Revenue Recognition This note outlines the company's policies for recognizing revenue from admissions, concessions, advertising, and other sources - Admissions revenue is recognized when the movie showtime has passed, and concession revenue is recognized when products are sold[35] - Deferred revenue from gift cards, prepaid vouchers, and subscription/loyalty programs is recognized upon redemption or over the membership period, with breakage revenue recorded based on historical experience[35] Disaggregation of Revenue This section disaggregates total revenue by operating segment and type for the six months ended June 30, 2024 and 2023 Total Revenue by Segment (Six Months Ended June 30) | Segment | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :---------------------- | :----------------- | :----------------- | :------------------------ | | U.S. Operating Segment | $1,029.0 | $1,214.0 | -$185.0 | | International Operating Segment | $284.4 | $339.0 | -$54.6 | | Consolidated Total | $1,313.4 | $1,553.0 | -$239.6 | Revenue by Type (Six Months Ended June 30) | Revenue Type | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :-------------------------------- | :----------------- | :----------------- | :------------------------ | | Admissions Revenue | $655.6 | $789.4 | -$133.8 | | Concession Revenue | $517.1 | $609.2 | -$92.1 | | Screen Advertising, Screen Rental and Promotional Revenue | $66.7 | $69.3 | -$2.6 | | Other Revenue | $74.0 | $85.1 | -$11.1 | Screen Advertising Advances and Other Deferred Revenue This section details the balances and expected recognition of deferred revenue from screen advertising and other sources Deferred Revenue Balances (June 30, 2024) | Deferred Revenue Type | Amount (in millions) | | :-------------------------------- | :------------------- | | NCM screen advertising advances | $323.8 | | Other deferred revenue | $226.9 | - The company expects to recognize $200.4 million of other deferred revenue in the twelve months ended June 30, 2025[44] Note 5. Earnings Per Share This note provides the calculation of basic and diluted earnings per share for Holdings, including considerations for share-based awards and convertible notes EPS (Holdings) - Six Months Ended June 30 | Metric | 2024 | 2023 | Change (YoY) | | :--------------------------------------------------- | :--- | :--- | :----------- | | Basic Earnings Per Share | $0.58 | $0.96 | -$0.38 | | Diluted Earnings Per Share | $0.51 | $0.82 | -$0.31 | - Diluted weighted average shares outstanding were 153.3 million in 2024, compared to 151.5 million in 2023[47] Share-based awards This section explains the treatment of unvested restricted stock awards as participating securities for EPS calculation - Holdings uses the two-class method for EPS calculation, considering unvested restricted stock awards as participating securities due to non-forfeitable dividend rights[48] Convertible notes, hedges and warrants This section discusses the dilutive potential of convertible senior notes and the impact of related hedge and warrant transactions - The 4.50% Convertible Senior Notes may be dilutive and are calculated using the if-converted method[49] - The notes were not convertible during the second quarter of 2024 as the stock price did not meet the conversion threshold of $18.66 per share[49] - Hedge and warrant transactions effectively raise the strike price of the 4.50% Convertible Senior Notes from approximately $18.66 to $22.08 per share[50] Note 6. Sale of Subsidiary This note details the sale of the Ecuador subsidiary in September 2023 and its financial impact - The company completed the sale of its Ecuador subsidiary in September 2023, which did not qualify as discontinued operations[51] Ecuador Subsidiary Revenue and Operating Income (June 30, 2023) | Metric | Three Months Ended June 30, 2023 (in millions) | Six Months Ended June 30, 2023 (in millions) | | :----------------- | :--------------------------------------------- | :-------------------------------------------- | | Total Revenue | $6.1 | $9.6 | | Operating Income | $1.6 | $1.5 | Note 7. Long-Term Debt This note provides information on the company's long-term debt, including credit facilities, secured notes, and interest rate swap agreements Total Long-Term Debt Carrying Value | Entity | June 30, 2024 (in millions) | December 31, 2023 (in millions) | | :------- | :-------------------------- | :---------------------------- | | Holdings | $2,277.4 | $2,432.1 | | CUSA | $1,817.4 | $1,972.1 | - The decrease in long-term debt is primarily due to the redemption of the 8.75% Secured Notes[57] Senior Secured Credit Facility This section details the amendment and status of CUSA's senior secured credit facility as of June 30, 2024 - On May 28, 2024, CUSA amended its senior secured credit facility, reducing the term loan interest rate by 0.50% and resetting the 101% soft call for another six months[56] - The amendment resulted in $1.0 million in debt issuance costs and a $1.3 million write-off of unamortized costs[56] Senior Secured Credit Facility Status (June 30, 2024) | Metric | Amount (in millions) | | :-------------------------- | :------------------- | | Outstanding Term Loan | $641.9 | | Average Interest Rate | 7.1% per annum | 8.75% Secured Notes This section describes the redemption of CUSA's 8.75% Secured Notes and the associated financial impact - On May 1, 2024, CUSA redeemed the remaining $150.0 million in outstanding principal amount of its 8.75% Secured Notes at par, plus accrued interest for $156.6 million in cash[57] - A loss on extinguishment of debt of $1.0 million was recognized due to the write-off of unamortized debt issuance costs[57] - The indenture governing the 8.75% Secured Notes was fully satisfied and discharged upon redemption[57] Interest Rate Swap Agreements This section explains the company's use of interest rate swaps to hedge variable interest rate risk and their fair value - The company uses interest rate swap agreements to hedge a portion of the interest rate risk associated with variable interest rates on its term loan debt, qualifying for cash flow hedge accounting[59] - As of June 30, 2024, the total estimated fair value of the company's interest rate swap agreements was $13.5 million[59] - Two interest rate swap agreements were amended in January and February 2024 to extend maturity dates and amend pay rates[59] Fair Value of Long-Term Debt This section presents the estimated fair value of long-term debt for Holdings and CUSA as of June 30, 2024 Fair Value of Long-Term Debt (June 30, 2024) | Entity | Fair Value (in millions) | | :------- | :----------------------- | | Holdings | $2,517.4 | | CUSA | $1,788.6 | - The fair value of long-term debt is primarily estimated based on observable market prices, categorized as Level 2 in the U.S. GAAP fair value hierarchy[60] Note 8. Investment in National CineMedia Inc. This note details the company's investment in NCMI, including fair value accounting, common unit adjustments, and the Exhibitor Services Agreement Investment in National CineMedia This section provides details on the company's equity investment in NCMI and related gains or losses - The company accounts for its investment in NCMI at fair value, recognizing unrealized holding gains and losses in earnings[62] - As of June 30, 2024, the company owned approximately 4.4 million shares of NCMI, representing an interest of approximately 4.5%[62] Net (Loss) Gain on Investment in NCMI (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :-------------------------------- | :----------------- | :----------------- | | Net (Loss) Gain on Investment in NCMI | $1.1 | $9.2 | Common Unit Adjustments This section describes the receipt and redemption of NCM common units and the resulting gain - In March 2024, the company received approximately 0.1 million common units of NCM, recorded at an estimated fair value of $0.5 million[64] - These common units were redeemed for a cash settlement of approximately $0.6 million in April 2024, resulting in a gain of $0.1 million[64] Exhibitor Services Agreement This section outlines the terms of the agreement with NCM for in-theatre digital network services and revenue recognition - The company's domestic theatres participate in NCM's in-theatre digital network under an Exhibitor Services Agreement (ESA)[65] - NCM screen advertising advances are recognized as revenue on a straight-line basis over the term of the ESA through February 2041[65] Remaining Maturity of NCM Screen Advertising Advances (June 30, 2024) | Year | Amount (in millions) | | :--- | :------------------- | | 2025 | $10.8 | | 2026 | $11.6 | | 2027 | $12.4 | | 2028 | $13.3 | | 2029 | $14.2 | | Thereafter | $261.5 | | Total | $323.8 | Significant Financing Component This section details the impact of the significant financing component related to NCM screen advertising advances on revenue and interest expense Impact of Significant Financing Component (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :-------------------------- | :----------------- | :----------------- | | Incremental Screen Rental Revenue | $16.2 | $16.2 | | Incremental Interest Expense | $11.1 | $11.4 | - The interest expense was calculated using incremental borrowing rates ranging from 4.4% to 8.3%[66] Note 9. Investments in Affiliates This note provides information on the company's investments in affiliates and transactions with these entities Investment in Affiliates Activity (Six Months Ended June 30, 2024) | Metric | AC JV, LLC (in millions) | DCDC (in millions) | FE Concepts (in millions) | Total (in millions) | | :-------------------------- | :----------------------- | :----------------- | :------------------------ | :------------------ | | Balance at January 1, 2024 | $3.4 | $2.1 | $18.1 | $23.6 | | Cash distributions received | -$2.9 | — | — | -$2.9 | | Equity income | $5.3 | $0.3 | $0.7 | $6.3 | | Balance at June 30, 2024 | $5.8 | $2.4 | $18.8 | $27.0 | Transactions with Affiliates This section details specific transactions with affiliates like AC JV, LLC and DCDC, and their impact on financial statements Transactions with Affiliates (Six Months Ended June 30) | Investee | Transaction Type | 2024 (in millions) | 2023 (in millions) | | :--------- | :----------------- | :----------------- | :----------------- | | AC JV, LLC | Event fees paid | $11.5 | $7.4 | | DCDC | Content delivery fees paid | $0.3 | $0.3 | - These transactions are included in film rentals and advertising costs on the condensed consolidated statements of income[69] Note 10. Treasury Stock and Share-Based Awards This note describes the company's treasury stock activity and compensation expense related to restricted stock and performance stock units Treasury Stock - Holdings This section details the changes in Holdings' treasury stock due to restricted stock withholdings and forfeitures Holdings' Treasury Stock Activity (Six Months Ended June 30, 2024) | Metric | Number of Treasury Shares (in millions) | Cost (in millions) | | :-------------------------- | :-------------------------------------- | :----------------- | | Balance at January 1, 2024 | 6.00 | $98.3 | | Restricted stock withholdings | 0.27 | $4.4 | | Restricted stock forfeitures | 0.04 | — | | Balance at June 30, 2024 | 6.31 | $102.7 | - The increase in treasury stock was primarily due to shares withheld to satisfy employee tax liabilities upon vesting in restricted stock and performance stock units[71] Restricted Stock This section provides activity and compensation expense details for restricted stock awards Restricted Stock Activity (Six Months Ended June 30, 2024) | Metric | Shares of Restricted Stock (in millions) | Weighted Average Grant Date Fair Value | | :------------------------------------ | :------------------------------------- | :------------------------------------- | | Outstanding at January 1, 2024 | 2.35 | $15.67 | | Granted | 0.97 | $16.57 | | Vested | -0.88 | $15.95 | | Forfeited | -0.04 | $14.82 | | Outstanding and unvested at June 30, 2024 | 2.40 | $15.95 | Restricted Stock Compensation Expense (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Total Compensation Expense Recognized | $8.5 | $8.3 | | Fair value of restricted stock that vested | $14.7 | $9.2 | | Income tax benefit related to vested restricted stock | $2.4 | $1.0 | - As of June 30, 2024, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was $24.5 million, to be recognized over approximately 1.7 years[75] Performance Stock Units This section outlines the grant, vesting, and compensation expense for performance stock units - During the six months ended June 30, 2024, Holdings granted performance awards to certain CUSA employees in the form of performance stock units (PSUs), with a maximum of approximately 1.15 million shares issuable[77] - The grant date fair value for the 2024 PSUs was $16.43 per share[77] Performance Stock Unit Compensation Expense (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Compensation expense recognized | $7.2 | $4.2 | | Fair value of PSUs that vested | $2.1 | $1.4 | | Income tax expense related to PSUs | -$0.7 | -$0.2 | - As of June 30, 2024, the estimated remaining unrecognized compensation expense related to outstanding PSUs was $19.7 million, to be recognized over approximately 1.6 years[79] Note 11. Goodwill and Other Intangible Assets This note presents the carrying values of goodwill and other intangible assets, including changes due to foreign currency translation Goodwill Summary (in millions) | Metric | January 1, 2024 | June 30, 2024 | | :-------------------------------- | :-------------- | :------------ | | U.S. Operating Segment | $1,182.9 | $1,182.9 | | International Operating Segment | $68.1 | $61.0 | | Total Goodwill | $1,251.0 | $1,243.9 | - The decrease in goodwill was primarily due to foreign currency translation adjustments of $7.1 million[81] Intangible Assets, Net (June 30, 2024) | Metric | Amount (in millions) | | :-------------------------- | :------------------- | | Total Intangible Assets, Net | $301.5 | | Estimated Amortization (Remainder of 2024) | $1.0 | | Estimated Amortization (2025) | $0.4 | Note 12. Impairment of Long-Lived Assets This note discusses the company's impairment analysis for long-lived assets, goodwill, and tradename intangible assets - The company performed a qualitative impairment analysis as of June 30, 2024, and noted no impairment indicators for its long-lived assets, goodwill, and tradename intangible assets[85] Impairment Charges (Three Months Ended June 30, 2023) | Segment | Amount (in millions) | | :------------------------------------ | :------------------- | | U.S. Segment Total | $7.3 | | International Segment Total | $2.1 | | Total Impairment | $9.4 | Note 13. Fair Value Measurements This note provides information on assets measured at fair value and their classification within the fair value hierarchy Assets Measured at Fair Value (June 30, 2024) | Description | Carrying Value (in millions) | Fair Value Hierarchy Level | | :-------------------------- | :--------------------------- | :------------------------- | | Interest rate swap assets | $13.5 | Level 2 | | Investment in NCMI | $19.2 | Level 1 | - The company's investment in NCMI was transferred from Level 2 to Level 1 in the fair value hierarchy during the first quarter of 2024[88] Note 14. Foreign Currency Translation This note explains the impact of foreign currency translation adjustments on comprehensive income and the treatment of highly inflationary economies - The accumulated other comprehensive loss account primarily includes cumulative net foreign currency losses, totaling $407.8 million for Holdings and $392.6 million for CUSA as of June 30, 2024[89] - Argentina has been classified as a highly inflationary economy since July 1, 2018, requiring its financial statements to be remeasured in U.S. dollars[89] Foreign Currency Exchange Losses from Argentina Translation (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Foreign currency exchange losses (Argentina) | $2.1 | $8.0 | - The company did not enter into any Blue Chip Swap transactions during the six months ended June 30, 2024, compared to a $4.9 million loss from such transactions in 2023[89] Note 15. Supplemental Cash Flow Information This note provides additional details on cash paid for interest and income taxes, as well as non-cash investing activities Cash Paid for Interest and Income Taxes (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Cash paid for interest by Holdings | $76.4 | $77.0 | | Cash paid for interest by CUSA | $66.0 | $66.6 | | Cash paid for income taxes, net | $12.8 | $7.2 | - Non-cash investing activities for the six months ended June 30, 2024, included $28.0 million for theatre and other assets acquired under finance leases[92] Note 16. Segments - Holdings This note presents financial information by operating segment (U.S. and international) and geographic area, using Adjusted EBITDA as a key metric - Holdings manages its business under two reportable operating segments: U.S. markets and international markets, with Adjusted EBITDA as the primary measure of segment profit[94] Revenue by Segment (Six Months Ended June 30) | Segment | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :---------------- | :----------------- | :----------------- | :------------------------ | | U.S. | $1,034.2 | $1,221.0 | -$186.8 | | International | $284.4 | $339.0 | -$54.6 | | Total Revenue | $1,313.4 | $1,553.0 | -$239.6 | Adjusted EBITDA by Segment (Six Months Ended June 30) | Segment | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :---------------- | :----------------- | :----------------- | :------------------------ | | U.S. | $157.9 | $244.2 | -$86.3 | | International | $54.9 | $73.5 | -$18.6 | | Total Adjusted EBITDA | $212.8 | $317.7 | -$104.9 | Capital Expenditures by Segment (Six Months Ended June 30) | Segment | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :---------------- | :----------------- | :----------------- | :------------------------ | | U.S. | $34.2 | $43.8 | -$9.6 | | International | $13.0 | $10.8 | +$2.2 | | Total Capital Expenditures | $47.2 | $54.6 | -$7.4 | Financial Information About Geographic Areas This section disaggregates revenue and theatre properties by geographic area for the specified periods Revenue by Geographic Area (Six Months Ended June 30, 2024) | Geographic Area | Revenue (in millions) | | :------------------------ | :-------------------- | | U.S. | $1,034.2 | | Brazil | $112.9 | | Other International Countries | $171.5 | | Total | $1,313.4 | Theatre Properties and Equipment, Net by Geographic Area (June 30, 2024) | Geographic Area | Amount (in millions) | | :------------------------ | :------------------- | | U.S. | $981.7 | | Brazil | $45.0 | | Other International Countries | $99.1 | | Total | $1,125.8 | Note 17. Related Party Transactions This note details transactions with related parties, including management fees and rent payments Related Party Transactions (Six Months Ended June 30) | Transaction | 2024 (in millions) | 2023 (in millions) | | :------------------------------------ | :----------------- | :----------------- | | Management fees from Laredo Theatre, Ltd. | $0.3 | $0.4 | | Rent payments to Syufy Enterprises, LP | $11.4 | $10.9 | | Management fees from FE Concepts | $0.03 | $0.03 | Note 18. Commitments and Contingencies This note outlines the company's involvement in various legal proceedings and its assessment of potential liabilities - The company is involved in various legal proceedings, including a lawsuit against Factory Mutual Insurance Company for COVID-19 losses, a class action lawsuit alleging Fair and Accurate Credit Transactions Act violation, and an appeal regarding NCM's bankruptcy[100] - A new putative nationwide class action lawsuit was filed in April 2024 alleging violations related to the mislabeling of twenty-four ounce draft beer cups[101] - The company believes its potential liability with respect to proceedings currently pending is not material, individually or in the aggregate[100] Note 19. Income Taxes This note provides details on income tax benefits and effective tax rates, including the impact of deferred tax benefits Income Tax Benefit and Effective Tax Rate (Six Months Ended June 30, 2024) | Entity | Income Tax Benefit (in millions) | Effective Tax Rate | | :------- | :------------------------------- | :----------------- | | Holdings | $28.6 | -66.0% | | CUSA | $27.9 | -55.0% | - The income tax benefit was primarily driven by a $39.5 million deferred tax benefit related to the release of valuation allowances in certain foreign jurisdictions[102] Note 20. Subsequent Events This note discloses significant events that occurred after the balance sheet date, such as debt issuance and tender offers - On July 18, 2024, CUSA issued $500.0 million of 7.00% Senior Notes due August 1, 2032, incurring approximately $7.0 million in debt issuance costs[103] - Concurrently, CUSA completed a cash tender offer for its 5.875% Senior Notes, repurchasing $345.3 million and leaving $59.7 million outstanding[103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed analysis of Cinemark's financial condition and results of operations for the three and six months ended June 30, 2024, highlighting the impact of film content availability, industry trends, and strategic financial activities Revenue and Expense This section describes the primary revenue sources and expense categories, noting the impact of inflation on costs - Revenue is primarily generated from filmed entertainment box office receipts and concession sales, with additional streams from screen advertising, screen rental, and other sources[105] - Film rental costs and concession supplies expense are variable with admissions and concession revenue, respectively, while facility lease expense and general and administrative expenses are largely fixed[105] - Inflationary pressures have impacted concession product costs and wage rates, and may continue to do so[105] Recent Developments This section highlights recent significant financial activities, including debt issuance and tender offers - On July 18, 2024, CUSA issued $500.0 million of 7.00% Senior Notes due August 1, 2032, incurring approximately $7.0 million in debt issuance costs[106] - Concurrently, CUSA completed a cash tender offer for its 5.875% Senior Notes, repurchasing $345.3 million and leaving $59.7 million outstanding[106] Results of Operations This section analyzes the company's financial performance for the three and six months ended June 30, 2024, compared to the prior year Three months ended June 30, 2024 versus 2023 This section compares key financial metrics and operational drivers for the three-month periods Revenue and Operating Income (Three Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $734.2 | $942.3 | -$208.1 | | Operating Income | $82.9 | $168.4 | -$85.5 | Attendance and Per-Patron Metrics (Three Months Ended June 30) | Metric | 2024 | 2023 | Change (YoY) | | :-------------------------- | :----- | :----- | :----------- | | Total Attendance (in millions) | 50.0 | 64.4 | -22.4% | | Average Ticket Price | $7.32 | $7.43 | -1.5% | | Concession Revenue per Patron | $5.86 | $5.80 | +1.0% | - U.S. attendance decreased 25.0% to 29.1 million patrons, and International attendance decreased 18.4% to 20.9 million patrons, both driven by a lower concentration of high-grossing titles and reduced film releases due to the Hollywood strikes[113] - General and administrative expense for Holdings increased to $55.7 million from $50.0 million, primarily due to wages and benefits inflation and higher share-based compensation[115] - Interest expense for Holdings decreased to $34.6 million from $37.1 million, primarily due to the redemption of 8.75% Secured Notes, partially offset by a higher average interest rate on term loan borrowings[115][116] - Net loss on investment in NCMI was $3.2 million, compared to a gain of $9.2 million in the prior year, primarily due to mark-to-market adjustments[116] - Holdings recorded an income tax benefit of $0.9 million, compared to an expense of $12.3 million in the prior year, favorably impacted by changes in valuation allowances in certain foreign jurisdictions[116] Six months ended June 30, 2024 versus 2023 This section compares key financial metrics and operational drivers for the six-month periods Revenue and Operating Income (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :----------------- | :----------------- | :----------------- | :------------------------ | | Total Revenue | $1,313.4 | $1,553.0 | -$239.6 | | Operating Income | $100.5 | $196.9 | -$96.4 | Attendance and Per-Patron Metrics (Six Months Ended June 30) | Metric | 2024 | 2023 | Change (YoY) | | :-------------------------- | :----- | :----- | :----------- | | Total Attendance (in millions) | 89.7 | 107.3 | -16.4% | | Average Ticket Price | $7.31 | $7.36 | -0.7% | | Concession Revenue per Patron | $5.76 | $5.68 | +1.4% | - U.S. attendance decreased 17.7% to 52.7 million patrons, and International attendance decreased 14.5% to 37.0 million patrons, both due to less carryover benefit from prior year releases and lower film content due to the Hollywood strikes[118] - General and administrative expense for Holdings increased to $104.6 million from $96.5 million, primarily due to wages and benefits inflation and higher share-based compensation[121] - Interest expense for Holdings decreased to $72.3 million from $73.9 million, primarily due to the redemption of 8.75% Secured Notes, partially offset by a higher average interest rate on term loan borrowings[121][122] - Equity in income of affiliates was $6.3 million, compared to a loss of $0.3 million in the prior year, driven by higher income from ACJV, LLC and the change in NCMI accounting[122] - Holdings recorded an income tax benefit of $28.6 million, compared to an expense of $8.4 million in the prior year, favorably impacted by a $39.5 million deferred tax benefit from the release of valuation allowances in certain foreign jurisdictions[122] Income Taxes - Valuation Allowances This section discusses the company's assessment of deferred tax assets and the potential release of valuation allowances - The company assesses the likelihood of recovering its deferred tax assets and may release valuation allowances if sufficient positive evidence of future taxable income becomes available[123] - There is a possibility that a portion of the valuation allowance in the U.S. will no longer be required within the next 12 months[123] Liquidity and Capital Resources This section analyzes the company's cash flows from operating, investing, and financing activities, and its overall liquidity position Operating Activities This section details cash flows generated from the company's primary business operations Cash Provided by Operating Activities (Six Months Ended June 30) | Entity | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------- | :----------------- | :----------------- | :------------------------ | | Holdings | $162.2 | $251.1 | -$88.9 | | CUSA | $164.9 | $256.0 | -$91.1 | - The decrease in cash provided by operating activities was primarily driven by the timing and level of revenue earned[125] Investing Activities This section outlines cash flows related to the acquisition and disposal of long-term assets Cash Used for Investing Activities (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Cash Used for Investing Activities | -$46.4 | -$54.6 | +$8.2 | | Total Capital Expenditures | $47.2 | $54.6 | -$7.4 | Theatres and Screens (June 30, 2024) | Metric | Theatres | Screens | | :------------------------------------ | :------- | :------ | | Worldwide Total | 502 | 5,708 | | U.S. (42 states) | 308 | 4,303 | | International (13 countries) | 194 | 1,405 | Total Commitments at June 30, 2024 | Metric | Theatres | Screens | Estimated Remaining Investment (in millions) | | :------------------------------------ | :------- | :------ | :----------------------------------------- | | Total Commitments | 3 | 33 | $29.9 | Financing Activities This section describes cash flows from debt, equity, and dividend activities Cash Used for Financing Activities (Six Months Ended June 30) | Metric | 2024 (in millions) | 2023 (in millions) | Change (YoY, in millions) | | :------------------------------------ | :----------------- | :----------------- | :------------------------ | | Net Cash Used for Financing Activities | -$168.1 | -$110.8 | -$57.3 | - The increase in cash used for financing activities was primarily due to the redemption of the remaining 8.75% Secured Notes during the six months ended June 30, 2024[130] - Holdings' Board of Directors has suspended the quarterly dividend to shareholders[130] Contractual Obligations This section confirms no material changes to previously disclosed contractual obligations - There have been no material changes in the contractual obligations previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023[131] Off-Balance Sheet Arrangements This section confirms the absence of any off-balance sheet arrangements - The company does not have any off-balance sheet arrangements[131] 4.50% Convertible Senior Notes This section provides details on the terms and convertibility conditions of Holdings' senior notes - Holdings issued $460.0 million of 4.50% Convertible Senior Notes on August 21, 2020, maturing on August 15, 2025[132] - The notes are convertible under specific conditions, including if the stock price exceeds $18.66 per share (130% of the initial conversion price) for a certain period[132] - These notes are effectively subordinated to secured debt and structurally subordinated to all existing and future debt and other liabilities of CUSA's subsidiaries[132] Senior Secured Credit Facility This section describes CUSA's amended senior secured credit facility, including its terms and covenant compliance - CUSA amended its senior secured credit facility on May 28, 2024, reducing the term loan interest rate by 0.50%[133] - The facility includes a $650.0 million term loan due May 2030 and a $125.0 million revolving credit facility due May 2028[133] - As of June 30, 2024, $641.9 million was outstanding under the term loan with an average interest rate of approximately 7.1% per annum[134] - The Credit Agreement contains covenants, including a Consolidated Net Senior Secured Leverage Ratio not to exceed 3.5 to 1.0 (when revolving credit loans are outstanding) and a Consolidated Net Total Leverage Ratio of 2.34 to 1.00 as of June 30, 2024[134] 5.875% Senior Notes This section details CUSA's senior unsecured notes, their guarantees, and the impact of a recent tender offer - CUSA issued $405.0 million of 5.875% Senior Notes on March 16, 2021, maturing on March 15, 2026[135] - These notes are senior unsecured obligations, guaranteed by certain CUSA subsidiaries, but effectively subordinated to secured debt[135] - Following a tender offer completed on July 18, 2024, $59.7 million aggregate principal amount of these notes remains outstanding[103][135] 5.25% Senior Notes This section describes CUSA's senior unsecured notes, their guarantees, and redemption options - CUSA issued $765.0 million of 5.25% Senior Notes on June 15, 2021, maturing on July 15, 2028[136] - These notes are senior unsecured obligations, guaranteed by certain CUSA subsidiaries, and are structurally senior to Holdings' 4.50% convertible senior notes[137] - CUSA may redeem these notes in whole or in part at specified redemption prices[137] 8.75% Secured Notes This section confirms the full redemption of CUSA's secured notes - CUSA's $250.0 million 8.75% Senior Secured Notes, originally due May 1, 2025, were fully redeemed[138] - $100.0 million was redeemed in May 2023, and the remaining $150.0 million was redeemed on May 1, 2024, fully satisfying the indenture[138] Borrowing of International Subsidiaries This section provides details on outstanding bank loans of international subsidiaries - As of June 30, 2024, one of the company's international subsidiaries had a $5.5 million bank loan outstanding, maturing in January 2029, with an interest rate of 4.0%[139] Covenant Compliance This section affirms the company's compliance with debt covenants and its capacity for distributions - The company believes it was in full compliance with all agreements, including all related covenants, governing its outstanding debt as of June 30, 2024[140] - The required minimum coverage ratio for additional indebtedness under the senior notes indentures is 2 to 1, and the company's actual ratio as of June 30, 2024, was 5.7 to 1[140] - As of June 30, 2024, CUSA could have distributed up to approximately $3.7 billion to Holdings under the terms of the indentures[140] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to financial market risks, primarily from changes in interest rates and foreign currency exchange rates, and provides disclosures regarding these exposures Interest Rate Risk This section quantifies the company's exposure to variable interest rate debt and the impact of rate changes - As of June 30, 2024, the company had an aggregate of $197.4 million of variable rate debt outstanding, after giving effect to interest rate swaps[143] - A 100 basis point increase in market interest rates would increase the company's annual interest expense by $2.0 million[143] Holdings Debt Profile (June 30, 2024) | Debt Type | Total Debt (in millions) | Fair Value (in millions) | Average Interest Rate | | :---------- | :----------------------- | :----------------------- | :-------------------- | | Fixed rate | $2,080.0 | $2,318.3 | 5.5% | | Variable rate | $197.4 | $199.1 | 8.5% | | Total Debt | $2,277.4 | $2,517.4 | 5.7% | CUSA Debt Profile (June 30, 2024) | Debt Type | Total Debt (in millions) | Fair Value (in millions) | Average Interest Rate | | :---------- | :----------------------- | :----------------------- | :-------------------- | | Fixed rate | $1,620.0 | $1,589.5 | 5.7% | | Variable rate | $197.4 | $199.1 | 8.5% | | Total Debt | $1,817.4 | $1,788.6 | 6.0% | Foreign Currency Exchange Rate Risk This section confirms no material changes to previously disclosed foreign currency exchange rate risk - There have been no material changes in foreign currency exchange rate risk previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023[147] Item 4. Controls and Procedures This section details the evaluation of the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, concluding on their effectiveness and reporting no material changes Evaluation of the Effectiveness of Disclosure Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2024 - As of June 30, 2024, the principal executive officer and principal financial officer of both Holdings and CUSA concluded that their respective disclosure controls and procedures were effective[148][149] - The controls provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within specified time periods[149] Changes in Internal Control Over Financial Reporting This section reports no material changes in internal control over financial reporting during the quarter - No changes in internal control over financial reporting were identified during the quarter ended June 30, 2024, that materially affected, or are reasonably likely to materially affect, Holdings' and CUSA's internal control over financial reporting[150] PART II. OTHER INFORMATION This section contains additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings This section states that there have been no material changes to legal proceedings from those previously reported in the company's Annual Report on Form 10-K, other than the specific discussions in Note 18 of the financial statements - No material changes to legal proceedings have occurred since the Annual Report on Form 10-K for the year ended December 31, 2023, other than those discussed in Note 18[152] Item 1A. Risk Factors This section confirms that there have been no material changes to the company's risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023 - There have been no material changes in the company's risk factors from those disclosed in the Annual Report on Form 10-K filed February 16, 2024[153] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In the second quarter of 2024, Holdings purchased 11.83 thousand shares of its common stock to satisfy employee tax-withholding obligations related to share-based awards, with no purchases made under publicly announced plans Shares Purchased by Holdings (Q2 2024) | Period | Total Number of Shares Purchased (in thousands) | Average Price Paid per Share | | :----------------------- | :-------------------------------------------- | :--------------------------- | | April 1 through April 30 | 1.35 | $18.30 | | May 1 through May 31 | 10.31 | $17.37 | | June 1 through June 30 | 0.17 | $16.80 | | Total | 11.83 | — | - Shares were repurchased to satisfy employee tax-withholding obligations upon vesting in restricted stock and performance stock units[154] - No shares were purchased as part of publicly announced plans[154] Item 5. Other Information This section includes supplemental schedules specified by the senior notes indentures, providing unaudited condensed consolidating financial information for CUSA's restricted and unrestricted subsidiaries Supplemental Schedules Specified by the Senior Notes Indentures This section provides unaudited condensed consolidating financial information for CUSA's restricted and unrestricted subsidiaries as required by debt indentures - This section provides unaudited condensed consolidating financial information for CUSA's restricted and unrestricted subsidiaries, as required by the indentures governing CUSA's 5.875% and 5.25% Senior Notes[156] CUSA Condensed Consolidating Balance Sheet (June 30, 2024) | Group | Total Assets (in millions) | Total Liabilities (in millions) | Total Equity (in millions) | | :----------------- | :----------------------- | :------------------------ | :--------------------- | | Restricted Group | $4,708.3 | $3,438.0 | $485.8 | | Unrestricted Group | $294.9 | $0.6 | $294.3 | | Consolidated | $4,615.8 | $3,176.4 | $667.1 | CUSA Condensed Consolidating Statement of Income (Six Months Ended June 30, 2024) | Group | Revenue (in millions) | Net Income (in millions) | | :----------------- | :-------------------- | :----------------------- | | Restricted Group | $1,313.4 | $69.8 | | Unrestricted Group | — | $9.0 | | Consolidated | $1,313.4 | $78.8 | CUSA Condensed Consolidating Statement of Cash Flows (Six Months Ended June 30, 2024) | Group | Net Cash Provided by Operating Activities (in millions) | Net Cash Used for Investing Activities (in millions) | Net Cash Used for Financing Activities (in millions) | | :----------------- | :-------------------------------------------- | :------------------------------------------- | :------------------------------------------- | | Restricted Group | $159.6 | -$47.0 | -$168.1 | | Unrestricted Group | $5.3 | $0.6 | — | | Consolidated | $164.9 | -$46.4 | -$168.1 | [Item 6. Exhibits](index=81&type=section&id=It