| CONDENSED FINANCIAL INFORMATION OF REGISTRANT |
SCHEDULE 1 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,
2010 |
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December 31,
2011 |
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Assets
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Cash and cash equivalents
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$ |
232 |
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$ |
156 |
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Investment in subsidiaries
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1,029,101 |
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1,014,532 |
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Total assets
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$ |
1,029,333 |
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$ |
1,014,688 |
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Liabilities and equity
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Liabilities
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Accounts payable to subsidiaries
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$ |
6,728 |
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$ |
— |
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Accrued other current liabilities
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149 |
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780 |
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Other long-term liabilities
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909 |
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1,031 |
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Total liabilities
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7,786 |
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1,811 |
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Commitments and contingencies
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Equity
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Common stock, $0.001 par value: 300,000,000 shares authorized; 117,110,703 shares issued and 113,750,844 shares outstanding at
December 31, 2010 and 117,593,329 shares issued and 114,201,737 shares outstanding at December 31, 2011
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117 |
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118 |
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Additional paid-in-capital
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1,037,586 |
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1,047,237 |
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Treasury stock, 3,359,859 and 3,391,592 common shares at cost at December 31, 2010 and 2011, respectively
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(44,725 |
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(45,219 |
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Retained earnings
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388 |
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34,423 |
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Accumulated other comprehensive income (loss)
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28,181 |
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(23,682 |
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Total equity
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1,021,547 |
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1,012,877 |
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Total liabilities and equity
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$ |
1,029,333 |
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$ |
1,014,688 |
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The accompanying notes are an integral part of the consolidated financial statements.
CINEMARK HOLDINGS,
INC.
PARENT COMPANY STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011
(in thousands)
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Year Ended December 31, |
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2009 |
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2010 |
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2011 |
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Revenues
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$ |
— |
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$ |
— |
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$ |
— |
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Cost of operations
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1,536 |
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2,030 |
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2,193 |
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Operating loss
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(1,536 |
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(2,030 |
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(2,193 |
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Other income
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94 |
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1 |
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— |
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Loss before income taxes and equity in income of subsidiaries
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(1,442 |
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(2,029 |
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(2,193 |
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Income taxes
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519 |
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762 |
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823 |
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Equity in income of subsidiaries, net of taxes
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98,031 |
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147,387 |
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131,927 |
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Net income
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$ |
97,108 |
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$ |
146,120 |
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$ |
130,557 |
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The accompanying notes are an integral part of the consolidated financial statements.
CINEMARK HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2009, 2010 AND 2011
(in thousands)
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Year Ended December 31, |
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2009 |
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2010 |
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2011 |
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Operating Activities
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Net income
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$ |
97,108 |
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$ |
146,120 |
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$ |
130,557 |
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Adjustments to reconcile net income to cash provided by (used for) operating activities:
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Share based awards compensation expense
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500 |
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765 |
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666 |
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Equity in income of subsidiaries
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(98,031 |
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(147,387 |
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(131,927 |
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Changes in other assets and liabilities
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9,171 |
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(561 |
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1,516 |
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Net cash provided by (used for) operating activities
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8,748 |
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(1,063 |
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812 |
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Investing Activities
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Investments in subsidiaries; Cinemark, Inc. and Cinemark USA, Inc.
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(18,000 |
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— |
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— |
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Dividends received from subsidiaries; Cinemark, Inc. and Cinemark USA, Inc.
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58,625 |
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78,100 |
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95,000 |
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Net cash provided by investing activities
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40,625 |
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78,100 |
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95,000 |
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Financing Activities
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Proceeds from stock option exercises
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2,524 |
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7,914 |
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444 |
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Payroll taxes paid as a result of immaculate option exercises
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(8,972 |
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(416 |
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(494 |
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Dividends paid to stockholders
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(78,643 |
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(84,502 |
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(95,838 |
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Net cash used for financing activities
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(85,091 |
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(77,004 |
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(95,888 |
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Increase (decrease) in cash and cash equivalents
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(35,718 |
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33 |
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(76 |
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Cash and cash equivalents:
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Beginning of period
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35,917 |
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199 |
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232 |
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End of period
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$ |
199 |
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$ |
232 |
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$ |
156 |
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The accompanying notes are an integral part of the consolidated financial statements.
CINEMARK HOLDINGS,
INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
In thousands, except share and per share data
1. BASIS OF PRESENTATION
On August 2, 2006,
Cinemark Holdings, Inc. was formed as the Delaware holding company of Cinemark, Inc. On April 24, 2007, Cinemark Holdings, Inc. completed an initial public offering of its common stock. Effective December 11, 2009, Cinemark, Inc. was
merged into Cinemark Holdings, Inc. and Cinemark Holdings, Inc. became the holding company of Cinemark USA, Inc.
Cinemark
Holdings, Inc. conducts substantially all of its operations through its subsidiaries. There are significant restrictions over Cinemark Holdings, Inc.’s ability to obtain funds from its subsidiaries through dividends, loans or advances.
Accordingly, these financial statements have been presented on a “parent-only” basis.
2. DIVIDEND
PAYMENTS
In August 2007, Cinemark Holdings, Inc. initiated a quarterly dividend policy, which was amended in November
2010. Below is a summary of dividends declared for the fiscal periods indicated.
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Date
Declared
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Date of
Record
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Date
Paid
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Amount per
Common
Share
(2)
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Total
Dividends
(1)
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| 02/13/09 |
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03/05/09 |
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03/20/09 |
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$ |
0.18 |
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$ |
19,619 |
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| 05/13/09 |
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06/02/09 |
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06/18/09 |
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$ |
0.18 |
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$ |
19,734 |
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| 07/29/09 |
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08/17/09 |
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09/01/09 |
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$ |
0.18 |
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$ |
19,739 |
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| 11/04/09 |
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11/25/09 |
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12/10/09 |
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$ |
0.18 |
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$ |
19,752 |
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Total — Year ended December 31, 2009
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$ |
78,844 |
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| 02/25/10 |
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03/05/10 |
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03/19/10 |
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$ |
0.18 |
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$ |
20,104 |
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| 05/13/10 |
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06/04/10 |
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06/18/10 |
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$ |
0.18 |
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$ |
20,313 |
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| 07/29/10 |
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08/17/10 |
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09/01/10 |
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$ |
0.18 |
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$ |
20,519 |
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| 11/02/10 |
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11/22/10 |
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12/07/10 |
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$ |
0.21 |
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$ |
24,201 |
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Total — Year ended December 31, 2010
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$ |
85,137 |
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| 02/24/11 |
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03/04/11 |
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03/16/11 |
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$ |
0.21 |
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$ |
24,056 |
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| 05/12/11 |
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06/06/11 |
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06/17/11 |
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$ |
0.21 |
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$ |
24,152 |
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| 08/03/11 |
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08/17/11 |
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09/01/11 |
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$ |
0.21 |
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$ |
24,157 |
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| 11/03/11 |
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11/18/11 |
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12/07/11 |
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$ |
0.21 |
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$ |
24,157 |
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Total — Year ended December 31, 2011
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$ |
96,522 |
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(1)
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Of the dividends recorded during 2009, 2010 and 2011, $201, $635 and $684, respectively, were related to outstanding restricted stock units and will
not be paid until such units vest. See Notes 19 and 20 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.
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(2)
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Beginning with the dividend declared on November 2, 2010, the Company’s board of directors raised the quarterly dividend to $0.21 per common
share.
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3. DIVIDENDS RECEIVED FROM SUBSIDIARIES
During the year ended December 31, 2009, Cinemark Holdings, Inc. received cash dividends of $39,050 from its former subsidiary,
Cinemark, Inc. During the years ended December 31, 2009, 2010 and 2011, Cinemark Holdings, Inc. received cash dividends of $19,575, $78,100 and $95,000, respectively, from its subsidiary, Cinemark USA, Inc.
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 13 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 19 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 22 of the Company’s
consolidated financial statements included elsewhere in this annual report on Form 10-K.
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