SCHEDULE 1 — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CINEMARK HOLDINGS, INC.

PARENT COMPANY BALANCE SHEETS

(In thousands, except share data)

 

		December 31, 2012				December 31, 2013
Assets
Cash and cash equivalents		$	569			$	35
Investment in subsidiaries			1,085,783				1,095,287
Total assets		$	1,086,352			$	1,095,322
Liabilities and equity
Liabilities
Accrued other current liabilities		$	1,258			$	1,414
Other long-term liabilities			1,029				486
Total liabilities			2,287				1,900
Commitments and contingencies
Equity
Common stock, $0.001 par value: 300,000,000 shares authorized;
118,502,752 shares issued and 114,949,667 shares outstanding at December 31, 2012 and 119,077,473 shares issued and 115,382,538 shares outstanding at December 31, 2013			118				119
Additional paid-in-capital			1,064,016				1,079,304
Treasury stock, 3,553,085 and 3,694,935 common shares at cost at December 31, 2012 and 2013, respectively			(48,482	)			(51,946	)
Retained earnings			106,111				147,764
Accumulated other comprehensive loss			(37,698	)			(81,819	)
Total equity			1,084,065				1,093,422
Total liabilities and equity		$	1,086,352			$	1,095,322

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, 2011, 2012 and 2013

(in thousands)

 

		Year Ended December 31,
		2011				2012				2013
Revenues		$	—			$	—			$	—
Cost of operations			2,193				2,182				2,215
Operating loss			(2,193	)			(2,182	)			(2,215	)
Other income			—				—				—
Loss before income taxes and equity in income of subsidiaries			(2,193	)			(2,182	)			(2,215	)
Income taxes			823				818				842
Equity in income of subsidiaries, net of taxes			131,927				170,313				149,843
Net income		$	130,557			$	168,949			$	148,470

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, 2011, 2012 AND 2013

(In thousands)

 

		2011				2012				2013
Net income		$	130,557			$	168,949			$	148,470
Other comprehensive income (loss), net of tax
Unrealized gain (loss) due to fair value adjustments on interest rate swap agreements, net of taxes of $3,786, $557 and $1,865			(2,830	)			1,020				3,151
Unrealized gain (loss) due to fair value adjustments on available-for-sale securities, net of taxes of $8,128, $1,499 and $1,223			(13,566	)			2,499				(2,041	)
Amortization of accumulated other comprehensive loss on terminated swap agreement			4,236				2,470				—
Other comprehensive income in equity method investments			—				—				2,386
Foreign currency translation adjustments			(46,058	)			(20,005	)			(47,617	)
Total other comprehensive loss, net of tax			(58,218	)			(14,016	)			(44,121	)
Total comprehensive income, net of tax			72,339				154,933				104,349
Comprehensive income attributable to noncontrolling interests			—				—				—
Comprehensive income attributable to Cinemark Holdings, Inc.		$	72,339			$	154,933			$	104,349

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, 2011, 2012 and 2013

(in thousands)

 

		Year Ended December 31,
		2011				2012				2013
Operating Activities
Net income		$	130,557			$	168,949			$	148,470
Adjustments to reconcile net income to cash provided by operating activities:
Share based awards compensation expense			666				750				840
Equity in income of subsidiaries			(131,927	)			(170,313	)			(149,843	)
Changes in other assets and liabilities			1,516				4,448				4,301
Net cash provided by operating activities			812				3,834				3,768
Investing Activities
Dividends received from subsidiaries			95,000				95,750				105,150
Net cash provided by investing activities			95,000				95,750				105,150
Financing Activities
Proceeds from stock option exercises			444				459				57
Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings			(494	)			(3,263	)			(3,464	)
Dividends paid to stockholders			(95,838	)			(96,367	)			(106,045	)
Net cash used for financing activities			(95,888	)			(99,171	)			(109,452	)
Increase (decrease) in cash and cash equivalents			(76	)			413				(534	)
Cash and cash equivalents:
Beginning of period			232				156				569
End of period		$	156			$	569			$	35

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

 

CINEMARK HOLDINGS, INC.

NOTES TO PARENT COMPANY FINANCIAL STATEMENTS

In thousands, except share and per share data

 

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 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 amended senior secured credit facility and the indentures to each of the 4.875% Senior Notes, the 5.125% Senior Notes and the 7.375% Senior Subordinated 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, 2013, the restricted net assets totaled approximately $792,605 and $1,007,893 under the amended senior secured credit facility and the Notes, respectively. See Note 12 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.

 

Date Declared		Date of Record		Date Paid		Amount per Common Share (2)		Total Dividends (1)
02/24/11		03/04/11		03/16/11		$0.21		$24,056
05/12/11		06/06/11		06/17/11		$0.21		24,152
08/04/11		08/17/11		09/01/11		$0.21		24,157
11/03/11		11/18/11		12/07/11		$0.21		24,157
Total — Year ended December 31, 2011								$96,522
02/03/12		03/02/12		03/16/12		$0.21		$24,141
05/11/12		06/04/12		06/19/12		$0.21		24,274
08/08/12		08/21/12		09/05/12		$0.21		24,281
11/06/12		11/21/12		12/07/12		$0.21		24,565
Total — Year ended December 31, 2012								$97,261
02/12/13		03/04/13		03/15/13		$0.21		$24,325
05/24/13		06/06/13		06/20/13		$0.21		24,348
08/15/13		08/28/13		09/12/13		$0.25		28,992
11/19/13		12/02/13		12/11/13		$0.25		29,152
Total — Year ended December 31, 2013								$106,817

 

(1)

Of the dividends recorded during 2011, 2012 and 2013, $684, $894 and $772, respectively, were related to outstanding restricted stock units and will not be paid until such units vest. See Note 19 to the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.

(2)	Beginning with the dividend declared on August 15, 2013, the Company’s board of directors raised the quarterly dividend to $0.25 per common share.

 

3.	DIVIDENDS RECEIVED FROM SUBSIDIARIES

During the years ended December 31, 2011, 2012 and 2013, Cinemark Holdings, Inc. received cash dividends of $95,000, $95,750 and $105,150, respectively, from its subsidiary, Cinemark USA, Inc. Cinemark USA, Inc. also declared a noncash distribution to Cinemark Holdings, Inc. during the years ended December 31, 2012 and 2013 of approximately $5,356 and $4,971.

 

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 12 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 18 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 21 of the Company’s consolidated financial statements included elsewhere in this annual report on Form 10-K.