Ladies and gentlemen, thank you for standing by, and welcome to Cinemark's Third Quarter Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Chanda Brashears, Vice President of Investor Relations. Thank you. Please go ahead.

Thank you, Natalia, and good morning, everyone. At this time, I would like to welcome you to Cinemark Holdings, Inc.'s Third Quarter 2020 Earnings Release Conference Call, hosted by Mark Zoradi, Chief Executive Officer; and Sean Gamble, Chief Financial Officer and Chief Operating Officer. In accordance with the safe harbor provision of the Private Securities Litigation Reform Act of 1995, certain matters that are discussed by members of management during this call may constitute forward-looking statements. Such statements are subject to risks, uncertainties and other factors that may cause Cinemark's actual performance to be materially different from the performance indicated or implied by such statements. Such risk factors are set forth in the company's SEC filings. The company undertakes no obligation to publicly update or revise any forward-looking statements. Today's call and webcast may include non-GAAP financial measures. A reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures can be found in today's press release; within the company's quarterly filing on Form 10-Q; or on the company's website, investors.cinemark.com. I would now like to turn the call over to Mark Zoradi.

Thank you, Chanda, and good morning, everyone. We hope you and your families are healthy and well during this very challenging time. We appreciate you joining us to discuss our 20202 third quarter results. The format for our call this morning will be similar to what our first and second quarter calls were like. I'll kick things off with a high level overview of the current state of our company and industry. And then Sean will provide commentary on our liquidity position, third quarter financial results before turning the call back over to me for further update on our strategic focus and reopening plans. We'll then open up the lines for our customary Q&A. It perhaps goes without saying that COVID-19 pandemic continues to have an unprecedented impact on the world and the movie exhibition industry. Delays of new film content operating constraints imposed by varied government authorities, and ongoing health concerns associated with the pandemic continue to challenge a material resurgence in movie going. As such resolving these pressure points along with stringent cash and liquidity management, and driving incremental productivity gains remain our top near term priorities. While the current operating environment remains difficult, we're very pleased to report that on account of tireless and focus efforts of our broad Cinemark team, we have been able to adapt our business to more than satisfied the current health and safety needs and reengineer a wide range of procedures within our field operations to derive meaningful new efficiencies. As a result of the majority of our theaters are presently open and operating and generating a modestly positive variable cash flow, which means our theaters are slightly improving our overall cash burn remaining open versus being closed. As discussed on our second quarter earnings call, we developed and implemented a comprehensive…

Thank you, Mark. Good morning, everyone. As Mark indicated cash management and liquidity remained two of our top priorities as we continue to navigate the ongoing impact of COVID-19. Consistent with our comments made last quarter Cinemark remains well positioned to effectively see our way through the pandemic as a result of the balance sheet strength and low leverage we possessed heading into the crisis, as well as the many actions we have taken since to bolster and preserve our liquidity position. As we've indicated on prior calls, some examples of these actions include significantly limiting all non essential operating and capital expenditures, restructuring and streamlining our operations in headquarters, including the permanent closure of 21 lower performing theatres, and significant reductions in workforce and payroll, negotiating substantial lease related and other contractual payment deferrals and modifications to spending our dividend and issuing $250 million of new five year senior secured notes. Additionally, during the third quarter, we secured $460 million of new five year convertible senior notes that netted us approximately $390 million of incremental liquidity, inclusive of fees and call spread transactions we entered into related to the deal. We also received one $116 million of tax refunds associated with benefits provided by the CARES Act, which were derived from a combination of eligibility modifications related to qualified improvement property, and estimated net operating loss deductions that we were able to carry back to prior periods. Looking forward, we expect another $100 plus million of further tax refunds associated with net operating losses from additional tax filings. In light of the incremental cash we generated from our convertible notes and tax refunds, as well as our sufficient near term liquidity position. During the third quarter, we elected to pay back the $98.8 million that we had previously drawn…

Thank you, Sean. Since 3Q the relaunch of our global circuit has continued to advance. And we now have nearly 90% of our domestic theaters operating and roughly 40% of Latin America. Internationally, we're following a similar approach to the US in first deploying the Cinemark standard health and safety protocols at the strategic test and learn theaters, followed by a phased reopening plan in each country as government restrictions allow. We recently launched 55 theaters in Brazil, 8 in Ecuador, and 12 in Central America, and we're continuing to work towards getting our residual theaters open over the coming months. As we approach the reopening of our theaters, there are five key factors that influence the process. These include; one, the status of the virus; two, government regulations; three, consumer sentiment, four, cleaning and safety protocols, and five film content. These factors have many interdependencies and also critical to reigniting the overall exhibition industry. As such, I'd like to provide an update on the latest status and initiatives related to each area. The states of the virus and government regulations go somewhat hand in hand. We're closely monitoring the evolution of both as we work on timelines and plans for future theater openings and modifications to capacity limitations. In jurisdictions that have allowed other indoor venues, such as restaurants, churches and casinos to open, but have not yet done the same for theaters; we're aggressively lobbying alongside our trade organization NATO, at both the national and regional level to resolve this discrepancy. As part of the lobbying campaign, we're collectively highlighting the many important beneficial distinctions that movie theaters possess relative to other businesses, such as the fact that moviegoers are socially distance in the auditorium, with everyone facing forward and very little interaction during a film. The height…

[Operator Instructions] Your first question is from the line of Eric Handler with MKM Partners.

Yes, good morning, and thanks for the question. Two things for you first, the Croods is still on the slate for Thanksgiving, wondering if your plan is to, in fact show the movie and do you have any agreement in place with Universal in the event, it doesn't tend to take the Cruise or any of its other upcoming films to an early PVOD window. And then secondly, wondered if you could sort of talk a little bit more and give some insight into what's going on in Latin America, beyond Brazil, specifically Colombia, Chile, Peru. And we've seen in Brazil, some local language content work quite well before. How -- is that an opportunity for Brazil? Or is there even any new local content to distribute?

Good morning, Eric, thank you for the questions. I'll take the first one. And maybe Sean will pick up the second one. As it relates to our studio discussions, as I mentioned, we are in active discussions and Universal, obviously is one of those content providers that we're in active discussions with. So I can't make any comments about that, because there's nothing concluded at this point. But I will answer your questions specifically, as it relates to Croods. We, since we don't have a specific agreement set on a go forward basis, with any changes to our model, we are taking each movie on an individual film by film basis, during this period of time. And we are pleased to tell you that we will be playing Croods both in the United States and throughout Latin America.

And then, Eric, your question regarding Latin America; currently, just starting with Brazil, I'll get to the other countries as you as ask, Brazil, we've got over 60% of our theaters now open and operating in Brazil. So that country has been expanding and ramping up and consistent with what market indicated on the call. Likewise, like we're seeing in the US, our theaters are operating with positive variable cash flow in country, beyond Brazil; we also have theaters now open in Central America and Ecuador. Beyond that some of the transparency is a little more challenged. Colombia, we think we're going to start to see some theaters open before the end of the year. Places like Chile, Peru and Argentina have been less clear. So we're still waiting to see how things develop in those countries. With regard to local content, certainly local content does present opportunities, but the region has been impacted by many of the same production challenges, as has Hollywood here in the US. So we don't see any significant local product being released between now and year end. But certainly there's the potential for that as we get into 2021 and beyond.

Eric, also, I think I didn't completely answer your question. I want to be specific for you. You asked about Croods and other pictures from Universal. We're doing the same thing on the other Universal Pictures on a film by film basis. So we will be opening Let Him Go this weekend and for and Freaky the weekend of November 13th.

Your next question is from the line of Meghan Durkin with Credit Suisse.

Hi, good morning, guys. I just wanted to clarify on the liquidity runway you talked about. Sean, I think you said that it was in 2022; including the tax refunds you're getting that did not include any drawdown of the revolver again. Is that is that right?

Yes. That's correct. Based on our current projections for what we expect from additional tax refunds coming in over the next six -- next, I would say three to nine months. That would carry us into 2022. So yes, it wouldn't include revolver drawdown other capital raises or as I mentioned any further improving of just operating performance or successful rent negotiations with landlords.

Okay, and then Mark, can you give a little more color on the changes that you're making to preserve the cash flow? Are you closing certain days of the week like AMC is doing? I'm just wondering if you're going to be benefiting in the near term, even if attendances light from your peers either being closed or being closed part of the week.

Meghan, we really honed in our operating hours and days of the week over the past several months. So approximately two thirds have our theatres are opened all week long and approximately one third of our domestic theaters are only open on the weekend. And then we've also honed in the number of show times. And we're constantly monitoring each and every week. And then, as I noted to you, as well, private watch parties have has been very important to date during the third quarter represented 17% of our box office. And as we've moved in to this quarter, we actually had seen that number increase, and we're over 20% of our box office coming in on private watch party. So it's been a combination of fine tuning demand, or hours is based on demand, and then changing our theaters, opening closing hours. And then finally finding new ways to generate revenue and we've been we've been very aggressive with both promotional campaigns around Halloween, and upcoming holidays, as well as our private watch party. So you combine those all together. And we've been able to cover our variable operating costs in the theaters that we have opened, which is approximately 90% of our circuit.

Your next question is from the line of Mike Ng with Goldman Sachs.

Hey, good morning. Thank you very much for the question. I just had a quick one on the comments that you made about the dynamic theatrical window, I was just wondering if you might be able to expand on that a little bit. And how that could compare to the 17 day PVOD window and I think roughly 75 day standard home video window. What are some of the key debates around that dynamic theatrical window?

Mike, I don't know if we were the first ones to coin the word dynamic window. But we've been using it for several months now, as we talked to various content providers. And the concept is actually very simple. Historically, there was a 74 day window prior to some form of home entertainment. And that's what we all live by. And we think in the current environment, and on a go forward environment, that will probably be a dynamic window, meaning that it won't be one set of days for every single movie, movies that are your big tent-pole blockbusters will likely have a longer window than maybe a small or mid range movie, which could have a shorter window. And what that does is it allows the studio or content provider to monetize that particular movie quicker because it's not in the theaters as long. So a movie that's going to be in the theater for a long time we're asking for and we think we'll be able to get a longer exclusive window. For movies that are going to be in and out of the theater on a shorter period of time, we're willing to create a dynamic window and let that particular movie go to Home Entertainment on a quicker window. So that's really the long and short of it. I really can't get any more specific at this time, because they're active negotiations going on with various studios at this time.

Great, thank you. And just as a quick follow up on a separate topic. I was just wondering if you could talk a little bit more about the ramp ups in the industry extending into the first half of 2021. What are some of the key assumptions that will reopen or begin to reopen in a more meaningful way in first half 2021? Is it simply those factors that you mentioned, and people getting more comfortable with virus? Have these film studios in a group, really kind of rallied around mid 2021 reopening to continuously make content available.

Mike, I think it's exactly what you had just said, let me -- let's start with the virus. I think we all know that the virus is going to wane. What we don't know is exactly when. So I think we have to make the assumption that sometime in 2021, there is going to be a vaccine, and that vaccine will be effective. And as such people will start to become more and more comfortable coming to the theaters. And then when we've looked at what happened in Japan, and in China, these are really specific data points because it's not research. It's not people saying what they might do or want to do. It's people actually doing it with mass numbers. So there's no reason that the United States is going to be any different than those two markets. The US, China and Japan are the three top movie going markets in the world. So we as the virus is contained, which will be somewhere in 2021. The lineup of movies is very substantial in 2021 and it gets stronger each quarter as it goes. Quarter one is good, quarter two is better. And the second half the year is even better than that. And I think the studios obviously were very deliberate and smart and how they delayed their movies. But you go into -- you go into the first quarter and you've got Disney animated Ryan and then you got a Sony, a big Sony Marvel picture, as well as the DreamWorks Pictures of Tom Clancy picture. And then you get into the second quarter you got Black Widow and Fast and Furious and Luca and Cruella and Quiet Place 2 and then it just get better each quarter. So I put those comments in looking at the release schedule as it now stands, and a reasonable anticipation of how the Coronavirus will wane in the new year, and also taking into consideration what exactly happened into what I would call comparable size first run first world markets with China and Japan.

Your next question is from the line of Jim Goss with Barrington Research.

Thanks and good morning. I was wondering if you could add one additional thought on that dynamic windows issue. And that is whether it could involve something along the lines of what AMC Universal deal did where you get some piece of the downstream either through your own franchise or through part of them, so that you're pulling in the same direction?

Jim, as it relates to that, I think we said about as much as I'm comfortable in saying relative to the progress of those discussions on dynamic windows, I really can't get into the specifics of what that might be at this point. But, I tell you, when we're ready to talk about it, and we have a deal or two in place will certainly describe it to you in what we consider a reasonable amount of detail. But much of this is obviously confidential. It's discussions that are going on with various studio partners. So it's just not appropriate to speak about when it's not concluded in a public format.

Okay. Separately, the private watch party idea, is this idea that will live on beyond COVID? Say Wednesday and Thursday evenings as an alternative to alternative content, so to speak.

Jim, there's several reasons why private watch parties worked so well. One of them clearly was it welcomed back people to the cinema, who were a little hesitant, and they could come with their trusted group. But what we found is that people really enjoy it. And having the simplicity of being able to purchase it like a regular ticket on the app or the website with reasonable pricing has shown us that yes, this can continue. The key thing is when larger crowds come back, and then we will have to run our numbers and decide what's the best way? And where can we gross the most amount of move up money. And so clearly the number of private watch parties will be reduced in a post-COVID world. But I think to answer your question specifically; I don't think they will go away. I think the concept has proved itself to be very important. And the concept really was just an evolution from what we and others had done for years and years of offering private parties for businesses or birthday parties. What we did is we just made it very, very simple and clean to the consumer to be able to purchase. So the answer is yes, they'll continue. But also they will reduce an importance as significant crowds come back with first run movies.

Okay, one last thing. You noted that you had closed 21 theaters in the quarter, I assume those were leases that came up for expiration and you decided to not continue with those. I'm wondering how that might look in the future and what it might imply for industry footprint issues, and potentially even M&A implications for a financially stronger company like yourself to the extent that some options become available.

Jim, just to clarify the bulk of those theater closures actually happened last quarter as part of restructuring actions, and yes, kind of as you implied, those were lower performing feeders that were nearing the end of their lease term. So those would have been feeders that we would have been carefully considering even before the COVID crisis. So it's certainly possible, we could have a few more of those as we look forward, and we continue to assess our theater performance like we do. That's just our normal process. But that was kind of the driving force of those theaters.

Also, Jim, about one third of those theaters were discount houses, they were second run houses that in today's world, there's just not a market for those anymore. So that was a lot of them; relative to your question about M&A, that is always a potential. And we're very open and active to looking to potential opportunities in M&A. But as Sean and I have both emphasized multiple times, our first priority is to ensure the long term liquidity of our company. So we're going to be careful about M&A. But there's going to be opportunities are going to come and we will evaluate them one by one in a very prudent and diligent way. So it's clearly on the table, but one that we're going to be careful about as well.

Your next question is from the line of Robert Fishman with MoffettNathanson.

Hi. Good morning, I have a couple questions. First, with your dynamic window conversations and due to the uncertainty around the theatrical release schedule in the months ahead, would you be willing to have new conversations with Netflix and other SVOD services to help fill the content gaps from their own original product?

Robert thanks for the question. We're always open to that. We're open to having discussions with anyone that can come to us with a high quality movie that we think are commercial. It'll always come down to the terms, it will come down to both film rental terms into number of days of exclusive release, as I mentioned to you, we've been extremely consistent that we believe that an exclusive theatrical window up front is very important for both us. And also, we can demonstrate that an exclusive theatrical window eventizes a movie and actually creates additional value downstream. So to answer your question, specifically, yes, we would be open to it. But it always comes down to what the terms and conditions would be.

That makes sense. And then just bigger picture; can you discuss whether you're open to alternative strategic investments from outside investors and maybe help us understand, given where the stock price is that the benefits of remaining public during this time or if going private, is an option to take even greater advantage of the, your relative financial strength within the industry right now?

Robert, we've had no serious discussions about going private at this point. We look forward to the recovery. We think that Cinemark is well positioned from a financial standpoint, from our balance sheet standpoint; we think that with the items that we put in place to ensure our viability well into -- well through 2021. That we're probably as best positioned as could be, and we don't have any plans at this point to be looking to go private.

Your next question is from the line of Alexia Quadrani with JPMorgan.

I this is David Karnowski on Alexia. Mark, just recognizing you don't want to get too specific on the dynamic window price conversation. Just at a higher level are you negotiating for long term changes here? Or are the conversations for some sort of maybe shorter agreement where there would be experimentation? And then, is there also some sort of -- would you be willing to say there are minimum period of exclusivity that you see necessary for film in any scenario, regardless of what might be agreed?

David thanks for the question. The first question is I would say both. This has the ability to operate both on a short term test phase, which we will continue to do in certain ones, and also potential to do some longer term deals as well. It could be a year or multiple years and more or multiple years. And your second question was -- yes, exclusive period of exclusivity is that's really the whole function of what dynamic windowing is, it's a shorter window for your smaller movies that don't play as long in the theater. And it's a longer window for those that have a longer potential and are going to be in our theaters for a lot of weeks. So that's the whole concept, the concept is shorter on some and get them into Home Entertainment quicker because they're no longer in the theater and longer on the ones that are going to play longer relative to being specific about that length of time. No, we're not prepared to talk about that.

I would just add to that these are conversations that we had been having with studios and this concept of dynamic windows, even preceding the whole COVID pandemic. So this isn't a new, we clearly are factoring in the current environment into the nature of how any direction might take place, but and just kind of putting it out there that is this isn't something that had been fully prompted by it, but it's certainly garnered a lot more attention in light of the current circumstances.

The next question is from the line of Chad Beynon with Macquarie.

Hi, good morning. Thanks for taking my question. Sean, as you've had some time to further refine the cost structure and get that off back to a more accurate projection and the cash burn as well for 2021 and beyond. What's your view on long term margins? And is there a revenue percentage that you need to get back to, to get above 20% margins or back to peak levels? Have you kind of gone through that math given the updated structure next? Thanks.

Thanks for the question, Chad. I'd say that, yes, we have been refining kind of our operating practices, and we have been stripping out certain degrees of fixed costs, I'd say that those routines are still going on, in terms of what levels to get to and I'd say it's still a little early to kind of fully go there. We certainly will have the near term objective of returning to 20% margins. But so much of that is going to be heavily influenced by attendance and how quickly patrons ultimately return into theaters in light of the whole pandemic. So that's going to be really the biggest governing factor in kind of getting back to those levels. So it's something that we may be able to provide a better clear answer on a little bit down the line. But I'd say things are still so dynamic and still moving in. And attendance is such a big piece that it's just kind of hard to put a precise number to that right now.

Okay, thanks. Appreciate it. And then we're pretty well versed in terms of what's going on in the US with your public and private competitors. But could you provide some context, what you're seeing with some of these LATAM own circuits but by families, they probably don't have the same financial opportunities like you guys do. Have there been more closings there? What's been the outlook? Has anything started to kind of shake loose? Or is it too early to have a conclusion in terms of how that changes long term?

Well, I think you're really talking about two circuits, Cinemax declared bankruptcy 30-60 days ago, which you're certainly aware of. And so we know they're operating in bankruptcy currently. And, Cinépolis is a good competitor. They're well financed, very strong, owned by very strong Mexican family, that we cooperate with in Latin America, they're actually part of us that we actually sell our ads together under Flicks in Latin America, and they are competitors of ours throughout Latin America and the US, and they remain strong competitors.

And, Chad, I would just add to that many of the other local businesses within the different countries that we compete against too similar to the companies that Mark mentioned, they tend to be from fairly well to do families that have other lines of business and other sources of income beyond just their theatrical businesses. So in many respects and I'd say there's kind of perhaps been less movement that we've seen thus far in terms of localized bankruptcies in those countries. And things are shaking out as a result of the pandemic, not saying that that couldn't still take place down the line, but to date, that's been pretty limited.

Final question is from the line of Mike Hickey with the Benchmark Company.

Hey, guys, good morning and thanks for taking my questions. Thank you for this call. Just curious on your, I know you're sensitive to how much you can talk about the windowing here. But when you think about the negotiation process or you sort of broadly aware of trying to get a coordinated deal with other theater operators; other peers who did something, but not much follow through from you or from your peers. So is that an important consideration, I guess, would you look to strike a deal, something that Marcus and other operators would offer and sign off on?

Mike, thank you. These negotiations, they have to be exclusive between us and the individual content providers, we were not in a position legally to be able to combine together in any kind of unified negotiation. So the discussions that we're having with the individual content providers are unique and specific with them. And that's where it has to stay.

Fair enough but you think it's a deal that other operators would agree to, right? And if you do it by yourself and you don't have follow through with the rest of the industry, then it's probably not nearly as effective in terms of getting movies back to the box office, will you agree.

Yes, Mike, again, that's really hard to say, because that would require me to speculate on what competitors are going to do on what is not even a completed deal that we've done. So it really requires two elements of speculation that I feel like I'm really not comfortable in talking about. Obviously, what we're going to try and negotiate is something that Cinemark is comfortable with, and along the lines of that dynamic windowing as described. So once that's done and out there, then our individual competitors will, I'm sure get at least an idea of whatever we say publicly about it. And I would suspect that our competitors are also talking to the individual content owners, uniquely and individually. So we'll see what comes of that.

I think I'll just add, Mike, I think a big part of that too is just ultimately what the studio's decide to do to the extent they feel comfortable, if a certain number of exhibitors are inclined to show their product under a certain kind of conditions, that may be sufficient for them to give the go ahead. So I think a large part of it will just become what they need to be comfortable releasing it, more so than kind of our situations. Mark said our situation will be really unique between us and the studio.

There are no further questions. I will turn the call back over to Cinemark for any closing remarks.

Thank you all very much for joining us this morning. It was truly a good session. We look forward to speaking with you all again following our fourth quarter. Stay safe and be well. Good bye now.

This concludes today's Cinemark third quarter earnings. Thank you for your participation. You may now disconnect.