Annual report pursuant to Section 13 and 15(d)

Capital Stock

v2.4.0.6
Capital Stock
12 Months Ended
Dec. 31, 2011
Capital Stock [Abstract]  
CAPITAL STOCK

19.    CAPITAL STOCK

Common Stock — Common stockholders are entitled to vote on all matters submitted to a vote of the Company’s stockholders. Subject to the rights of holders of any then outstanding shares of the Company’s preferred stock, the Company’s common stockholders are entitled to any dividends that may be declared by the board of directors. The shares of the Company’s common stock are not subject to any redemption provisions. The Company has no issued and outstanding shares of preferred stock.

The Company’s ability to pay dividends is effectively limited by its status as a holding company and the terms of its indentures and its subsidiary’s senior secured credit facility, which also significantly restrict the ability of certain of the Company’s subsidiaries to pay dividends directly or indirectly to the Company. Furthermore, certain of the Company’s foreign subsidiaries currently have a deficit in retained earnings which prevents the Company from declaring and paying dividends from those subsidiaries.

During April 2010, the Company’s partners in Colombia (the “Colombian Partners”) exercised an option available to them under an Exchange Option Agreement dated April 9, 2007 between the Company and the Colombian Partners. Under this option, which was contingent upon completion of an initial public offering of common stock by the Company, the Colombian Partners were entitled to exchange their shares in Cinemark Colombia S.A. for shares of the Company’s common stock. The number of shares to be exchanged was determined based on the Company’s equity value and the equity value of the Colombian Partners’ interest in Cinemark Colombia S.A., both of which are defined in the Exchange Option Agreement. As a result of this exchange, on June 14, 2010, the Company issued 1,112,723 shares of its common stock to the Colombian Partners. See Note 9.

Treasury Stock — Treasury stock represents shares of common stock repurchased by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares.

Below is a summary of the Company’s treasury stock activity for the years ended December 31, 2010 and 2011:

 

                 
    Number of
Treasury
Shares
    Cost  
   

Balance at January 1, 2010

    3,305,418     $ 43,895  

Restricted stock forfeitures (1)

    2,719       —    

Noncash stock option exercises (2 )

    35,298       531  

Restricted stock withholdings (3 )

    16,424       299  
   

 

 

   

 

 

 

Balance at December 31, 2010

    3,359,859     $ 44,725  

Restricted stock forfeitures (1)

    1,920       —    

Restricted stock withholdings ( 4 )

    25,200       494  

Restricted stock awards canceled (1)

    4,613       —    
   

 

 

   

 

 

 

Balance at December 31, 2011

    3,391,592     $ 45,219  
   

 

 

   

 

 

 

 

(1) 

The Company repurchased forfeited and canceled restricted shares at a cost of $0.001 per share in accordance with the Company’s Amended and Restated 2006 Long Term Incentive Plan.

(2) 

In a noncash stock option exercise, the exercise price for the shares to be held by employees and the related tax withholdings are satisfied with stock withholdings. The Company repurchased the shares at current market value based on the days on which the stock options were exercised, which ranged from $14.85 to $15.17.

(3) 

The Company repurchased restricted shares as a result of the election by employees to have the Company withhold shares of restricted stock to satisfy their tax liabilities upon vesting in restricted stock. The Company repurchased the shares at market value on the dates of repurchase.

(4) 

The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock. The Company determined the number of shares to be withheld based upon a market value of $19.60 per share.

As of December 31, 2011, the Company had no plans to retire any shares of treasury stock.

Stock Options — A summary of stock option activity and related information for the years ended December 31, 2009, 2010 and 2011 is as follows:

 

                                                         
    Year Ended
December 31, 2009
    Year Ended
December 31, 2010
    Year Ended
December 31, 2011
       
    Shares     Weighted
Average
Exercise
Price
    Shares     Weighted
Average
Exercise
Price
    Shares     Weighted
Average
Exercise
Price
    Aggregate
Intrinsic
Value
 

Outstanding at January 1

    6,139,670     $ 7.63       1,231,892     $ 7.63       140,356     $ 7.63          

Exercised

    (4,907,778   $ 7.63       (1,091,536   $ 7.63       (58,190   $ 7.63          
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

         

Outstanding at December 31

    1,231,892     $ 7.63       140,356     $ 7.63       82,166     $ 7.63     $ 892  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Vested options at December 31

    1,231,892     $ 7.63       140,356     $ 7.63       82,166     $ 7.63     $ 892  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

There were no options granted or forfeited during any of the periods presented. The total intrinsic value of options exercised during the years ended December 31, 2009, 2010 and 2011, was $28,083, $9,836 and $699, respectively. The Company recognized tax benefits of approximately $7,545, $2,680 and $238 related to the options exercised during the year ended December 31, 2009, 2010 and 2011, respectively.

The Company recorded compensation expense of $1,152 during the year ended December 31, 2009 related to these stock options, which became fully vested on April 2, 2009. Options outstanding at December 31, 2011 have an average remaining contractual life of approximately three years.

Restricted Stock — Below is a summary of restricted stock activity for the years ended December 31, 2009, 2010 and 2011:

 

                                                 
    Year Ended
December 31, 2009
    Year Ended
December 31, 2010
    Year Ended
December 31, 2011
 
    Shares     Weighted
Average
Exercise
Price
    Shares     Weighted
Average
Exercise
Price
    Shares     Weighted
Average
Exercise
Price
 

Outstanding at January 1

    385,666     $ 13.32       764,078     $ 11.10       1,254,691     $ 14.60  

Granted

    472,881     $ 9.69       683,921     $ 17.94       424,436     $ 19.45  

Vested

    (70,493   $ 13.77       (190,589   $ 12.63       (288,204   $ 10.84  

Canceled

    —         —         —         —         (4,613   $ 18.35  

Forfeited

    (23,976   $ 11.15       (2,719   $ 11.03       (1,920   $ 14.34  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Outstanding at December 31

    764,078     $ 11.10       1,254,691     $ 14.60       1,384,390     $ 16.85  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

During the year ended December 31, 2011, the Company granted 424,436 shares of restricted stock to directors and employees of the Company. The fair values of the restricted stock granted were determined based on the market values of the Company’s common stock on the dates of grant, which ranged from $19.35 to $20.71 per share. The Company assumed forfeiture rates ranging from 0% to 5% for the restricted stock awards. The restricted stock granted to directors vests over one year based on continued service. The restricted stock granted to employees vests over four years based on continued service. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however the sale and transfer of the restricted shares is prohibited during the restriction period.

The Company recorded total compensation expense of $2,393, $4,928 and $6,591 related to restricted stock awards during the years ended December 31, 2009, 2010 and 2011, respectively. As of December 31, 2011, the remaining unrecognized compensation expense related to these restricted stock awards was approximately $13,688 and the weighted average period over which this remaining compensation expense will be recognized is approximately two years. Upon vesting, the Company receives an income tax deduction. The total fair value of shares vested during the years ended December 31, 2009, 2010 and 2011 was $762, $3,272 and $5,658, respectively. The Company recognized tax benefits of approximately $287, $1,087 and $2,188 related to shares that vested during the years ended December 2009, 2010 and 2011, respectively. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however the sale and transfer of the restricted shares is prohibited during the restriction period.

Restricted Stock Units — During the years ended December 31, 2009, 2010 and 2011, the Company granted restricted stock units representing 303,168, 396,429 and 153,727 hypothetical shares of common stock, respectively, under the Restated Incentive Plan. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) during a three fiscal year period based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments (as defined in the restricted stock unit award agreement). The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity. If the IRR for the three year period is at least 8.5%, which is the threshold, one-third of the restricted stock units vest. If the IRR for the three year period is at least 10.5%, which is the target, two-thirds of the restricted stock units vest. If the IRR for the three year period is at least 12.5%, which is the maximum, 100% of the restricted stock units vest. All payouts of restricted stock units that vest will be subject to an additional one year service requirement and will be paid in the form of common stock if the participant continues to provide services through the fourth anniversary of the grant date. At the time of each of the 2009, 2010 and 2011 restricted stock unit grants, the Company was not able to determine which IRR level would be reached for the respective three year performance period, therefore the Company assumed the mid-point IRR level for these grants in determining the amount of compensation expense to record for such grants. The fair values of the restricted stock unit awards granted were determined based on the market values of the Company’s common stock on the dates of grant, which ranged from $19.35 to $20.71 per share. The Company assumed forfeiture rates ranging from 0% to 5% for the restricted stock unit awards. Restricted stock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.

 

Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the years ended December 31, 2009, 2010 and 2011 at each of the three levels of financial performance (excluding forfeitures):

 

                                                 
    Granted During the Year Ended December 31,  
    2009     2010     2011  
   

Number of

Shares

    Value at    

Number of

Shares

    Value at    

Number of

Shares

    Value at  
    Vesting     Grant     Vesting     Grant     Vesting     Grant  

at IRR of at least 8.5%

    101,051     $ 963       132,144     $ 2,423       51,239     $ 991  

at IRR of at least 10.5%

    202,117     $ 1,927       264,288     $ 4,847       102,488     $ 1,983  

at IRR of at least 12.5%

    303,168     $ 2,891       396,429     $ 7,271       153,727     $ 2,975  

During the year ended December 31, 2010, the Compensation Committee of the Company’s board of directors approved a modification of restricted stock unit awards granted to employees during 2008. The Compensation Committee also approved the cancellation and replacement of restricted stock unit awards granted to the Company’s top five executive officers during 2008. Both the modification and the cancellation and replacement were accounted for as modifications of share based awards. As a result of these modifications, the Company recorded incremental compensation expense of approximately $435 during the year ended December 31, 2010, which represented the difference between the grant date fair value and the modification date fair value of these awards for the portion of the service period that had been satisfied at the time of the modification. The service period for the modified awards did not change.

During the year ended December 31, 2010, based upon additional information, the Company determined that the 12.5% IRR level would be reached for the 2008 grant and recorded incremental compensation expense of approximately $823 during the year ended December 31, 2010. During the year ended December 31, 2010, the Company also determined that the 12.5% IRR level was expected to be reached for the 2009 grant and recorded incremental compensation expense of $377 during the year ended December 31, 2010.

As of December 31, 2011, no restricted stock unit awards had vested. There were no forfeitures of restricted stock unit awards during the year ended December 31, 2011. The Company recorded total compensation expense of $759, $3,424, including the incremental compensation expense discussed above, and $3,101 related to these restricted stock unit awards during the years ended December 31, 2009, 2010 and 2011, respectively. As of December 31, 2011, the Company had restricted stock units outstanding that represented a total of 1,037,770 hypothetical shares of common stock, net of actual cumulative forfeitures of 19,918 units, assuming the maximum IRR of at least 12.5% is achieved for all of the grants. As of December 31, 2011, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $5,213, which assumes the high-point IRR level has been achieved for the 2008 and 2009 grants and the mid-point IRR level will be achieved for the 2010 and 2011 grants. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.