| CONDENSED FINANCIAL INFORMATION OF REGISTRANT |
SCHEDULE 1 - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CINEMARK HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In thousands, except share data)
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December 31,
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December 31,
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2019
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2020
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Assets
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Cash and cash equivalents
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$
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97
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$
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394,800
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Prepaid assets and other
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—
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8
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Investment in subsidiaries
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1,461,701
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773,999
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Total assets
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$
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1,461,798
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$
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1,168,807
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Liabilities and equity
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Liabilities
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Accrued other current liabilities, including accounts payable to subsidiaries
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$
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24,948
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$
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38,338
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Long-term debt
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—
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352,206
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Other long-term liabilities
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1,036
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(9,710
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)
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Total liabilities
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25,984
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380,834
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Commitments and contingencies (see Note 6)
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Equity
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Common stock, $0.001 par value: 300,000,000 shares authorized, 121,863,515 shares issued and 117,151,656 shares outstanding at December 31, 2019 and 123,627,080 shares issued and 118,576,099 shares outstanding at December 31, 2020
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122
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124
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Additional paid-in-capital
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1,170,039
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1,245,569
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Treasury stock, 4,711,859 and 5,050,981 shares, at cost, at December 31, 2019 and December 31, 2020, respectively
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(81,567
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)
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(87,004
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)
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Retained earnings
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687,332
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27,937
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Accumulated other comprehensive loss
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(340,112
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)
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(398,653
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)
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Total equity
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1,435,814
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787,973
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Total liabilities and equity
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$
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1,461,798
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$
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1,168,807
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The accompanying notes are an integral part of the condensed financial information of the registrant.
CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2018, 2019 and 2020
(in thousands)
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2018
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2019
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2020
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Revenues
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$
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—
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$
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—
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$
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—
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Cost of operations
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2,535
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2,556
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2,236
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Operating loss
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(2,535
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)
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(2,556
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)
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(2,236
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)
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Interest expense
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—
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—
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(14,220
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)
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Other income
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22
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20
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56
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Loss before income taxes and equity in income of subsidiaries
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(2,513
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)
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(2,536
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)
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(16,400
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)
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Income taxes
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605
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609
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5,740
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Equity in income (loss) of subsidiaries, net of taxes
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215,735
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193,313
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(606,168
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)
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Net income (loss)
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$
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213,827
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$
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191,386
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$
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(616,828
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)
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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, 2018, 2019 and 2020
(In thousands)
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2018
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2019
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2020
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Net income (loss)
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$
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213,827
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$
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191,386
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$
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(616,828
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)
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Other comprehensive income (loss), net of tax
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Unrealized loss due to fair value adjustments on interest rate swap agreements, net of taxes of $1,243, $2,692 and $3,532, net of settlements
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(3,851
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)
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(8,210
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)
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(10,949
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)
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Other comprehensive income (loss) in equity method investments
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(139
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)
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(142
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)
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—
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Foreign currency translation adjustments
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(62,253
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)
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(12,753
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)
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(47,592
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)
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Total other comprehensive loss, net of tax
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(66,243
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)
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(21,105
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)
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(58,541
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)
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Comprehensive income (loss) attributable to Cinemark Holdings, Inc.
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$
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147,584
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$
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170,281
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$
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(675,369
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)
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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, 2018, 2019 and 2020
(in thousands)
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2018
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2019
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2020
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Operating Activities
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Net income (loss)
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$
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213,827
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$
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191,386
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$
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(616,828
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)
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Adjustments to reconcile net income (loss) to cash provided by operating activities:
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Share based awards compensation expense
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920
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920
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919
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Equity in (income) loss of subsidiaries
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(215,735
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)
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(193,313
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)
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606,168
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Changes in other assets and liabilities
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4,509
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4,237
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19,984
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Net cash provided by operating activities
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3,521
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3,230
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10,243
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Investing Activities
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Dividends received from subsidiaries
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148,750
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158,450
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42,000
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Net cash provided by investing activities
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148,750
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158,450
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42,000
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Financing Activities
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Dividends paid to stockholders
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(149,492
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)
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(159,281
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)
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(42,311
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)
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Proceeds from convertible notes issued
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—
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—
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460,000
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Payment of debt issue costs
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—
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—
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(17,122
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)
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Purchase of convertible note hedges
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—
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—
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(142,094
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)
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Proceeds from warrants issued
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—
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—
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89,424
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Payroll taxes paid as a result of noncash stock option exercises
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(2,905
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)
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(2,308
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)
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(5,437
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)
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Net cash provided by (used for) financing activities
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(152,397
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)
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(161,589
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)
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342,460
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Increase (decrease) in cash and cash equivalents
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(126
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)
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91
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394,703
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Cash and cash equivalents:
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Beginning of period
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132
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6
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97
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End of period
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$
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6
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$
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97
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$
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394,800
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The accompanying notes are an integral part of the condensed financial information of the registrant.
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, the 5.125% Senior Notes and the 8.750% Secured 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, 2020, the restricted net assets totaled approximately $665,618 and $608,788 under the senior secured credit facility and the Notes, respectively. See Note 13 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.
Below is a summary of dividends declared for the fiscal periods indicated.
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Amount per
Share of
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Total
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Declaration Date
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Record Date
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Payable Date
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Common Stock
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Dividends (1)
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2/23/2018
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3/8/2018
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3/22/2018
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$
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0.32
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$
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37,471
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5/25/2018
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6/8/2018
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6/22/2018
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0.32
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37,523
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8/23/2018
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9/4/2018
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9/18/2018
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0.32
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37,530
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11/15/2018
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12/4/2018
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12/18/2018
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0.32
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37,592
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Total for year ended December 31, 2018
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$
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1.28
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$
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150,116
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2/23/2019
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3/8/2019
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3/22/2019
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$
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0.34
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$
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39,905
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5/24/2019
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6/10/2019
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6/24/2019
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0.34
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40,012
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8/16/2019
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9/4/2019
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9/18/2019
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0.34
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40,020
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11/22/2019
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12/4/2019
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12/18/2019
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0.34
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40,014
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Total for year ended December 31, 2019
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$
|
1.36
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$
|
159,951
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|
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2/21/2020
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3/6/2020
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3/20/2020
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$
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0.36
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$
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42,567
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Total for year ended December 31, 2020
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$
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0.36
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$
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42,567
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(1)
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Of the dividends recorded during 2018, 2019 and 2020, $624, $670 and $256, respectively, were related to outstanding restricted stock units and will not be paid until such units vest.
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3.
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DIVIDENDS RECEIVED FROM SUBSIDIARIES
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During the years December 31, 2018, 2019 and 2020, Cinemark Holdings, Inc. received cash dividends of $148,750, $158,450 and $42,000, respectively, from its subsidiary, Cinemark USA, Inc.
On August 21, 2020, Cinemark Holdings, Inc. issued $460,000 aggregate principal amount of 4.50% Convertible Senior Notes, which will mature on August 15, 2025. Additionally, certain of Cinemark Holdings, Inc.’s subsidiaries have direct outstanding debt obligations. For a discussion of the debt obligations of Cinemark Holdings, Inc.’ and its subsidiaries, see Note 13 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.
Cinemark Holdings, Inc.’s capital stock along with its long-term incentive plan and related activity are discussed in Note 17 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.
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6.
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COMMITMENTS AND CONTINGENCIES
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Cinemark Holdings, Inc. has no direct commitments and contingencies, but its subsidiaries do. See Note 20 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K
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