Annual report pursuant to Section 13 and 15(d)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

v3.8.0.1
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
12 Months Ended
Dec. 31, 2017
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]  
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

SCHEDULE 1 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CINEMARK HOLDINGS, INC.

PARENT COMPANY BALANCE SHEETS

(In thousands, except share data)

 

 

 

December 31,

 

 

December 31,

 

 

 

2016

 

 

2017

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

97

 

 

$

132

 

Prepaid assets

 

 

7

 

 

 

 

Investment in subsidiaries

 

 

1,272,938

 

 

 

1,409,605

 

Total assets

 

$

1,273,042

 

 

$

1,409,737

 

Liabilities and equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accrued other current liabilities, including accounts payable to subsidiaries

 

$

10,504

 

 

$

15,208

 

Other long-term liabilities

 

 

720

 

 

 

734

 

Total liabilities

 

 

11,224

 

 

 

15,942

 

Commitments and contingencies (see Note 6)

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value: 300,000,000 shares authorized, 120,657,254 shares issued and 116,210,252 shares outstanding at December 31, 2016 and 121,000,903 shares issued and 116,475,033 shares outstanding at December 31, 2017

 

 

121

 

 

 

121

 

Additional paid-in-capital

 

 

1,128,442

 

 

 

1,141,088

 

Treasury stock, 4,447,002 and 4,525,870 common shares at cost at December 31, 2016 and December 31, 2017, respectively

 

 

(73,411

)

 

 

(76,354

)

Retained earnings

 

 

453,679

 

 

 

582,222

 

Accumulated other comprehensive loss

 

 

(247,013

)

 

 

(253,282

)

Total equity

 

 

1,261,818

 

 

 

1,393,795

 

Total liabilities and equity

 

$

1,273,042

 

 

$

1,409,737

 

 

The accompanying notes are an integral part of the condensed financial information of the registrant.

CINEMARK HOLDINGS, INC.

PARENT COMPANY STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2015, 2016 and 2017

(in thousands)

 

 

 

2015

 

 

2016

 

 

2017

 

Revenues

 

$

 

 

$

 

 

$

 

Cost of operations

 

 

2,684

 

 

 

2,717

 

 

 

2,367

 

Operating loss

 

 

(2,684

)

 

 

(2,717

)

 

 

(2,367

)

Other income

 

 

 

 

 

 

 

 

6

 

Loss before income taxes and equity in income of subsidiaries

 

 

(2,684

)

 

 

(2,717

)

 

 

(2,361

)

Income taxes

 

 

1,020

 

 

 

1,033

 

 

 

897

 

Equity in income of subsidiaries, net of taxes

 

 

218,533

 

 

 

256,775

 

 

 

265,644

 

Net income

 

$

216,869

 

 

$

255,091

 

 

$

264,180

 

 

The accompanying notes are an integral part of the condensed financial information of the registrant.

CINEMARK HOLDINGS, INC.

PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2015, 2016 and 2017

(In thousands)

 

 

 

2015

 

 

2016

 

 

2017

 

Net income

 

$

216,869

 

 

$

255,091

 

 

$

264,180

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,562, $138 and $0, net of settlements

 

 

2,636

 

 

 

234

 

 

 

 

Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $572, $0 and $0

 

 

(957

)

 

 

 

 

 

 

Other comprehensive income (loss) in equity method investments

 

 

(3,119

)

 

 

89

 

 

 

248

 

Foreign currency translation adjustments

 

 

(125,474

)

 

 

26,361

 

 

 

(4,966

)

Total other comprehensive income (loss), net of tax

 

 

(126,914

)

 

 

26,684

 

 

 

(4,718

)

Comprehensive income attributable to Cinemark Holdings, Inc.

 

$

89,955

 

 

$

281,775

 

 

$

259,462

 

 

The accompanying notes are an integral part of the condensed financial information of the registrant.

CINEMARK HOLDINGS, INC.

PARENT COMPANY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2015, 2016 and 2017

(in thousands)

 

 

 

2015

 

 

2016

 

 

2017

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

216,869

 

 

$

255,091

 

 

$

264,180

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Share based awards compensation expense

 

 

885

 

 

 

981

 

 

 

857

 

Equity in income of subsidiaries

 

 

(218,533

)

 

 

(256,775

)

 

 

(265,644

)

Changes in other assets and liabilities

 

 

6,194

 

 

 

8,188

 

 

 

4,164

 

Net cash provided by operating activities

 

 

5,415

 

 

 

7,485

 

 

 

3,557

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Dividends received from subsidiaries

 

 

115,225

 

 

 

124,900

 

 

 

134,500

 

Net cash provided by investing activities

 

 

115,225

 

 

 

124,900

 

 

 

134,500

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from stock option exercises

 

 

 

 

 

 

 

 

 

Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings

 

 

(4,770

)

 

 

(6,834

)

 

 

(2,943

)

Dividends paid to stockholders

 

 

(115,863

)

 

 

(125,490

)

 

 

(135,079

)

Net cash used for financing activities

 

 

(120,633

)

 

 

(132,324

)

 

 

(138,022

)

Increase in cash and cash equivalents

 

 

7

 

 

 

61

 

 

 

35

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

29

 

 

 

36

 

 

 

97

 

End of period

 

$

36

 

 

$

97

 

 

 

132

 

 

The accompanying notes are an integral part of the condensed financial information of the registrant.

1.

BASIS OF PRESENTATION

Cinemark Holdings, Inc. conducts substantially all of its operations through its subsidiaries. These statements should be read in conjunction with the Company’s consolidated financial statements and notes included elsewhere in this annual report on Form 10-K. There are significant restrictions over Cinemark Holdings, Inc.’s ability to obtain funds from its subsidiaries through dividends, loans or advances as contained in Cinemark USA, Inc.’s senior secured credit facility and the indentures to each of the 4.875% Senior Notes and the 5.125% Senior Notes (collectively referred to herein as the “Notes”). These condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of Cinemark Holdings, Inc.’s subsidiaries under each of the debt agreements previously noted exceeds 25 percent of the consolidated net assets of Cinemark Holdings, Inc. As of December 31, 2017, the restricted net assets totaled approximately $1,140,026 and $1,171,387 under the senior secured credit facility and the Notes, respectively. See Note 10 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.

2.

DIVIDEND PAYMENTS

Below is a summary of dividends declared for the fiscal periods indicated.

 

 

 

 

 

 

 

Amount per

 

 

Total

 

Date

 

Date of

 

Date

 

Common

 

 

Dividends

 

Declared

 

Record

 

Paid

 

Share (1)

 

 

(in millions) (2)

 

2/24/2016

 

3/7/2016

 

3/18/2016

 

$

0.27

 

 

$

31.5

 

5/26/2016

 

6/8/2016

 

6/22/2016

 

$

0.27

 

 

$

31.5

 

8/18/2016

 

8/31/2016

 

9/13/2016

 

$

0.27

 

 

$

31.5

 

11/16/2016

 

12/2/2016

 

12/16/2016

 

$

0.27

 

 

$

31.5

 

Total – Year ended December 31, 2016

 

 

$

126.0

 

2/23/2017

 

3/8/2017

 

3/20/2017

 

$

0.29

 

 

$

33.9

 

5/25/2017

 

6/8/2017

 

6/22/2017

 

$

0.29

 

 

$

33.9

 

8/10/2017

 

8/31/2017

 

9/13/2017

 

$

0.29

 

 

$

33.9

 

11/17/2017

 

12/1/2017

 

12/15/2017

 

$

0.29

 

 

$

33.9

 

Total – Year ended December 31, 2017

 

 

$

135.6

 

 

(1)

Beginning with the dividend declared on February 24, 2017, the Company’s board of directors raised the quarterly dividend to $0.29 per common share.

(1)

Of the dividends recorded during 2015, 2016 and 2017, $593, $554 and $558, respectively, were related to outstanding restricted stock units and will not be paid until such units vest. See Note 14.

3.

DIVIDENDS RECEIVED FROM SUBSIDIARIES

During the years ended December 31, 2015, 2016 and 2017, Cinemark Holdings, Inc. received cash dividends of $115,225, $124,900 and $134,500, respectively, from its subsidiary, Cinemark USA, Inc. Cinemark USA, Inc. also declared a noncash distribution to Cinemark Holdings, Inc. during the year ended December 31, 2015 of approximately $17,935.

4.

LONG-TERM DEBT

Cinemark Holdings, Inc. has no direct outstanding debt obligations, but its subsidiaries do. For a discussion of the debt obligations of Cinemark Holdings, Inc.’s subsidiaries, see Note 10 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.

5.

CAPITAL STOCK

Cinemark Holdings, Inc.’s capital stock along with its long-term incentive plan and related activity are discussed in Note 14 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.

6.

COMMITMENTS AND CONTINGENCIES

Cinemark Holdings, Inc. has no direct commitments and contingencies, but its subsidiaries do. See Note 17 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K