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,
2012 |
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December 31,
2013 |
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Assets
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Cash and cash
equivalents
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$ |
569 |
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$ |
35 |
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Investment in
subsidiaries
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1,085,783 |
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1,095,287 |
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Total assets
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$ |
1,086,352 |
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$ |
1,095,322 |
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Liabilities and
equity
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Liabilities
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Accrued other current
liabilities
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$ |
1,258 |
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$ |
1,414 |
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Other long-term
liabilities
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1,029 |
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486 |
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Total
liabilities
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2,287 |
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1,900 |
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Commitments and
contingencies
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Equity
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Common stock, $0.001 par
value: 300,000,000 shares authorized;
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118,502,752 shares issued
and 114,949,667 shares outstanding at December 31, 2012 and
119,077,473 shares issued and 115,382,538 shares outstanding at
December 31, 2013
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118 |
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119 |
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Additional
paid-in-capital
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1,064,016 |
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1,079,304 |
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Treasury stock, 3,553,085
and 3,694,935 common shares at cost at December 31, 2012 and 2013,
respectively
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(48,482 |
) |
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(51,946 |
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Retained
earnings
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106,111 |
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147,764 |
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Accumulated other
comprehensive loss
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(37,698 |
) |
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(81,819 |
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Total equity
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1,084,065 |
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1,093,422 |
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Total liabilities and
equity
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$ |
1,086,352 |
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$ |
1,095,322 |
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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
YEARS ENDED DECEMBER 31, 2011, 2012 and 2013
(in thousands)
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Year Ended December
31, |
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2011 |
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2012 |
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2013 |
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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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2,193 |
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2,182 |
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2,215 |
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Operating loss
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(2,193 |
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(2,182 |
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(2,215 |
) |
Other income
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— |
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— |
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— |
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Loss before income taxes
and equity in income of subsidiaries
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(2,193 |
) |
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(2,182 |
) |
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(2,215 |
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Income taxes
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823 |
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818 |
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842 |
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Equity in income of
subsidiaries, net of taxes
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131,927 |
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170,313 |
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149,843 |
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Net
income
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$ |
130,557 |
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$ |
168,949 |
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$ |
148,470 |
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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, 2011, 2012 AND 2013
(In thousands)
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2011 |
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2012 |
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2013 |
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Net
income
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$ |
130,557 |
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$ |
168,949 |
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$ |
148,470 |
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Other comprehensive
income (loss), net of tax
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Unrealized gain (loss)
due to fair value adjustments on interest rate swap agreements, net
of taxes of $3,786, $557 and $1,865
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(2,830 |
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1,020 |
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3,151 |
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Unrealized gain (loss)
due to fair value adjustments on available-for-sale securities, net
of taxes of $8,128, $1,499 and $1,223
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(13,566 |
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2,499 |
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(2,041 |
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Amortization of
accumulated other comprehensive loss on terminated swap
agreement
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4,236 |
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2,470 |
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— |
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Other comprehensive
income in equity method investments
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— |
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— |
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2,386 |
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Foreign currency
translation adjustments
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(46,058 |
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(20,005 |
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(47,617 |
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Total other comprehensive
loss, net of tax
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(58,218 |
) |
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(14,016 |
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(44,121 |
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Total comprehensive
income, net of tax
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72,339 |
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154,933 |
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104,349 |
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Comprehensive income
attributable to noncontrolling interests
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— |
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— |
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— |
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Comprehensive income
attributable to Cinemark Holdings, Inc.
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$ |
72,339 |
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$ |
154,933 |
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$ |
104,349 |
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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, 2011, 2012 and 2013
(in thousands)
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Year Ended December
31, |
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2011 |
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2012 |
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2013 |
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Operating
Activities
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Net income
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$ |
130,557 |
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$ |
168,949 |
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$ |
148,470 |
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Adjustments to reconcile
net income to cash provided by operating activities:
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Share based awards
compensation expense
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666 |
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750 |
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840 |
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Equity in income of
subsidiaries
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(131,927 |
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(170,313 |
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(149,843 |
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Changes in other assets
and liabilities
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1,516 |
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4,448 |
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4,301 |
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Net cash provided by
operating activities
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812 |
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3,834 |
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3,768 |
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Investing
Activities
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Dividends received from
subsidiaries
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95,000 |
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95,750 |
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105,150 |
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Net cash provided by
investing activities
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95,000 |
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95,750 |
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105,150 |
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Financing
Activities
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Proceeds from stock
option exercises
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444 |
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459 |
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57 |
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Payroll taxes paid as a
result of noncash stock option exercises and restricted stock
withholdings
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(494 |
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(3,263 |
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(3,464 |
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Dividends paid to
stockholders
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(95,838 |
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(96,367 |
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(106,045 |
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Net cash used for
financing activities
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(95,888 |
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(99,171 |
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(109,452 |
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Increase (decrease) in
cash and cash equivalents
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(76 |
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413 |
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(534 |
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Cash and cash
equivalents:
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Beginning of
period
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232 |
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156 |
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569 |
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End of period
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$ |
156 |
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$ |
569 |
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$ |
35 |
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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
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.
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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02/24/11
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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 |
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 |
08/04/11
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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 |
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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02/03/12
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03/02/12 |
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03/16/12 |
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$0.21 |
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$24,141 |
05/11/12
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06/04/12 |
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06/19/12 |
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$0.21 |
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24,274 |
08/08/12
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08/21/12 |
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09/05/12 |
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$0.21 |
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24,281 |
11/06/12
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11/21/12 |
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12/07/12 |
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$0.21 |
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24,565 |
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Total — Year ended
December 31, 2012
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$97,261 |
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02/12/13
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03/04/13 |
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03/15/13 |
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$0.21 |
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$24,325 |
05/24/13
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06/06/13 |
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06/20/13 |
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$0.21 |
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24,348 |
08/15/13
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08/28/13 |
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09/12/13 |
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$0.25 |
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28,992 |
11/19/13
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12/02/13 |
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12/11/13 |
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$0.25 |
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29,152 |
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Total — Year ended
December 31, 2013
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$106,817 |
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(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.
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(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.
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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.
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.
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.
|