Condensed Consolidating Financial Information of Subsidiary Guarantors | 17. Condensed Consolidating Financial Information of Subsidiary Guarantors As of June 30, 2015, the Company had outstanding $400,000 aggregate principal amount of 5.125% senior notes due 2022, or the 5.125% Senior Notes, $530,000 aggregate principal amount of 4.875% senior notes due 2023, or the 4.875% Senior Notes, and $200,000 aggregate principal amount of 7.375% senior subordinated notes due 2021, or the Senior Subordinated Notes (collectively the “Notes”). The condensed consolidating financial statement information for the year ended December 31, 2014 has been recast to reflect the subsidiary guarantors as of June 30, 2015. These Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the following subsidiaries of Cinemark USA, Inc.: Sunnymead Cinema Corp., Cinemark Properties, Inc., Greeley Holdings, Inc., Cinemark Partners I, Inc., CNMK Investments, Inc., CNMK Texas Properties, LLC., Cinemark Concessions LLC, Century Theatres, Inc., Marin Theatre Management, LLC, Century Theatres NG, LLC, Cinearts LLC, Cinearts Sacramento, LLC, Corte Madera Theatres, LLC, Novato Theatres, LLC, San Rafael Theatres, LLC, Northbay Theatres, LLC, Century Theatres Summit Sierra, LLC and Century Theatres Seattle, LLC. The following supplemental condensed consolidating financial information presents: a. Condensed consolidating balance sheet information as of December 31, 2014 and June 30, 2015, condensed consolidating statements of income information for the three and six months ended June 30, 2014 and 2015, condensed consolidating statements of comprehensive income (loss) information for the three and six months ended June 30, 2014 and 2015 and condensed consolidating statements of cash flows information for the six months ended June 30, 2014 and 2015. b. Cinemark USA, Inc. (the “Parent” and “Issuer”), combined Guarantor Subsidiaries and combined Non-Guarantor Subsidiaries with their investments in subsidiaries accounted for using the equity method of accounting and therefore, the Parent column reflects the equity income of its Guarantor Subsidiaries and Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Guarantor Subsidiaries and Non-Guarantor Subsidiaries column. Additionally, the Guarantor Subsidiaries column reflects the equity income (loss) of its Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Non-Guarantor Subsidiaries column. c. Elimination entries necessary to consolidate the Parent and all of its Subsidiaries CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION DECEMBER 31, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Assets Current assets Cash and cash equivalents $ 129,505 $ 74,643 $ 434,693 $ — $ 638,841 Other current assets 126,091 18,471 67,826 (110,302 ) 102,086 Accounts receivable from parent or subsidiaries 277,823 — — (265,185 ) 12,638 Total current assets 533,419 93,114 502,519 (375,487 ) 753,565 Theatre properties and equipment - net 498,446 575,652 376,714 — 1,450,812 Investment in subsidiaries 1,260,333 380,365 — (1,640,698 ) — Other assets 1,421,331 140,320 401,783 (3,276 ) 1,960,158 Total assets $ 3,713,529 $ 1,189,451 $ 1,281,016 $ (2,019,461 ) $ 4,164,535 Liabilities and equity Current liabilities Current portion of long-term debt $ 7,000 $ — $ 1,423 $ — $ 8,423 Current portion of capital lease obligations 5,411 9,125 1,958 — 16,494 Accounts payable and accrued expenses 259,973 105,761 125,638 (102,406 ) 388,966 Accounts payable to parent or subsidiaries — 84,555 180,630 (265,185 ) — Total current liabilities 272,384 199,441 309,649 (367,591 ) 413,883 Long-term liabilities Long-term debt, less current portion 1,809,000 — 7,442 (1,868 ) 1,814,574 Capital lease obligations, less current portion 103,786 75,416 22,776 — 201,978 Other long-term liabilities and deferrals 401,965 79,116 125,600 (9,304 ) 597,377 Total long-term liabilities 2,314,751 154,532 155,818 (11,172 ) 2,613,929 Commitments and contingencies Equity Cinemark USA, Inc.’s stockholder’s equity: Common stock 49,543 457,369 10,219 (467,588 ) 49,543 Other stockholder’s equity 1,076,851 378,109 795,001 (1,173,110 ) 1,076,851 Total Cinemark USA, Inc. stockholder’s equity 1,126,394 835,478 805,220 (1,640,698 ) 1,126,394 Noncontrolling interests — — 10,329 — 10,329 Total equity 1,126,394 835,478 815,549 (1,640,698 ) 1,136,723 Total liabilities and equity $ 3,713,529 $ 1,189,451 $ 1,281,016 $ (2,019,461 ) $ 4,164,535 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Assets Current assets Cash and cash equivalents $ 64,724 $ 52,439 $ 459,029 $ — $ 576,192 Other current assets 107,490 28,964 70,125 (68,594 ) 137,985 Accounts receivable from parent or subsidiaries 253,238 — — (252,492 ) 746 Total current assets 425,452 81,403 529,154 (321,086 ) 714,923 Theatre properties and equipment - net 510,265 610,725 363,399 — 1,484,389 Investment in subsidiaries 1,303,838 354,538 — (1,658,376 ) — Other assets 1,441,380 137,837 394,172 (7,989 ) 1,965,400 Total assets $ 3,680,935 $ 1,184,503 $ 1,286,725 $ (1,987,451 ) $ 4,164,712 Liabilities and equity Current liabilities Current portion of long-term debt $ 7,000 $ — $ 1,423 $ — $ 8,423 Current portion of capital lease obligations 5,651 9,909 2,357 — 17,917 Accounts payable and accrued expenses 233,515 100,571 114,111 (55,841 ) 392,356 Accounts payable to parent or subsidiaries — 69,058 183,434 (252,492 ) — Total current liabilities 246,166 179,538 301,325 (308,333 ) 418,696 Long-term liabilities Long-term debt, less current portion 1,805,500 — 9,923 (4,367 ) 1,811,056 Capital lease obligations, less current portion 100,760 72,248 28,485 — 201,493 Other long-term liabilities and deferrals 402,588 77,571 132,714 (16,375 ) 596,498 Total long-term liabilities 2,308,848 149,819 171,122 (20,742 ) 2,609,047 Commitments and contingencies Equity Cinemark USA, Inc.’s stockholder’s equity: Common stock 49,543 457,368 10,221 (467,589 ) 49,543 Other stockholder’s equity 1,076,378 397,778 793,009 (1,190,787 ) 1,076,378 Total Cinemark USA, Inc. stockholder’s equity 1,125,921 855,146 803,230 (1,658,376 ) 1,125,921 Noncontrolling interests — — 11,048 — 11,048 Total equity 1,125,921 855,146 814,278 (1,658,376 ) 1,136,969 Total liabilities and equity $ 3,680,935 $ 1,184,503 $ 1,286,725 $ (1,987,451 ) $ 4,164,712 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION THREE MONTHS ENDED JUNE 30, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 227,655 $ 299,984 $ 203,803 $ (13,579 ) $ 717,863 Cost of operations Theatre operating expenses 184,745 199,622 142,905 (13,579 ) 513,693 General and administrative expenses 5,298 19,108 14,346 — 38,752 Depreciation and amortization 12,258 16,851 14,772 — 43,881 Impairment of long-lived assets 360 70 — — 430 Loss on sale of assets and other 1,728 767 781 — 3,276 Total cost of operations 204,389 236,418 172,804 (13,579 ) 600,032 Operating income 23,266 63,566 30,999 — 117,831 Other income (expense) Interest expense (25,053 ) (2,308 ) (925 ) — (28,286 ) Distributions from NCM — — 1,180 — 1,180 Equity in income of affiliates 75,552 23,607 3,603 (99,162 ) 3,600 Other income 6 2 2,847 — 2,855 Total other income 50,505 21,301 6,705 (99,162 ) (20,651 ) Income before income taxes 73,771 84,867 37,704 (99,162 ) 97,180 Income taxes 1,440 23,728 (722 ) — 24,446 Net income 72,331 61,139 38,426 (99,162 ) 72,734 Less: Net income attributable to noncontrolling interests — — 403 — 403 Net income attributable to Cinemark USA, Inc. $ 72,331 $ 61,139 $ 38,023 $ (99,162 ) $ 72,331 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION THREE MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 263,609 $ 326,730 $ 224,213 $ (14,620 ) $ 799,932 Cost of operations Theatre operating expenses 207,522 217,881 159,480 (14,620 ) 570,263 General and administrative expenses 5,248 18,672 14,529 — 38,449 Depreciation and amortization 14,568 18,166 13,835 — 46,569 Impairment of long-lived assets 2,843 685 — — 3,528 Loss on sale of assets and other 1,475 3,984 343 — 5,802 Total cost of operations 231,656 259,388 188,187 (14,620 ) 664,611 Operating income 31,953 67,342 36,026 — 135,321 Other income (expense) Interest expense (25,085 ) (2,135 ) (1,126 ) 42 (28,304 ) Distributions from NCM — — — — — Equity in income of affiliates 67,478 24,353 4,320 (92,065 ) 4,086 Other income (expense) (867 ) 10 4,288 (42 ) 3,389 Total other income 41,526 22,228 7,482 (92,065 ) (20,829 ) Income before income taxes 73,479 89,570 43,508 (92,065 ) 114,492 Income taxes 2,708 25,171 15,210 — 43,089 Net income 70,771 64,399 28,298 (92,065 ) 71,403 Less: Net income attributable to noncontrolling interests — — 632 — 632 Net income attributable to Cinemark USA, Inc. $ 70,771 $ 64,399 $ 27,666 $ (92,065 ) $ 70,771 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION SIX MONTHS ENDED JUNE 30, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 423,910 $ 549,820 369,264 (22,851 ) $ 1,320,143 Cost of operations Theatre operating expenses 349,327 373,540 263,027 (22,851 ) 963,043 General and administrative expenses 10,643 40,188 26,661 — 77,492 Depreciation and amortization 24,592 33,421 28,364 — 86,377 Impairment of long-lived assets 689 95 — — 784 Loss on sale of assets and other 3,622 1,543 964 — 6,129 Total cost of operations 388,873 448,787 319,016 (22,851 ) 1,133,825 Operating income 35,037 101,033 50,248 — 186,318 Other income (expense) Interest expense (50,304 ) (4,668 ) (1,794 ) — (56,766 ) Distributions from NCM 2,207 — 8,470 — 10,677 Equity in income of affiliates 119,906 37,898 7,223 (157,807 ) 7,220 Other income (expense) 25 (1 ) 6,897 — 6,921 Total other income 71,834 33,229 20,796 (157,807 ) (31,948 ) Income before income taxes 106,871 134,262 71,044 (157,807 ) 154,370 Income taxes (1,294 ) 35,684 11,159 — 45,549 Net income 108,165 98,578 59,885 (157,807 ) 108,821 Less: Net income attributable to noncontrolling interests — — 656 — 656 Net income attributable to Cinemark USA, Inc. $ 108,165 $ 98,578 $ 59,229 $ (157,807 ) $ 108,165 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION SIX MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 480,182 $ 585,693 $ 404,420 $ (24,965 ) $ 1,445,330 Cost of operations Theatre operating expenses 383,804 396,115 287,668 (24,965 ) 1,042,622 General and administrative expenses 9,437 37,663 28,663 — 75,763 Depreciation and amortization 28,689 35,673 27,539 — 91,901 Impairment of long-lived assets 2,904 1,418 — — 4,322 (Gain) loss on sale of assets and other 2,890 2,402 (940 ) — 4,352 Total cost of operations 427,724 473,271 342,930 (24,965 ) 1,218,960 Operating income 52,458 112,422 61,490 — 226,370 Other income (expense) Interest expense (50,334 ) (4,334 ) (1,901 ) 58 (56,511 ) Distributions from NCM 1,724 — 6,775 — 8,499 Equity in income of affiliates 112,563 35,968 9,520 (148,726 ) 9,325 Other income (expense) (821 ) 21 (2,440 ) (58 ) (3,298 ) Total other income 63,132 31,655 11,954 (148,726 ) (41,985 ) Income before income taxes 115,590 144,077 73,444 (148,726 ) 184,385 Income taxes 1,918 41,969 25,813 — 69,700 Net income 113,672 102,108 47,631 (148,726 ) 114,685 Less: Net income attributable to noncontrolling interests — — 1,013 — 1,013 Net income attributable to Cinemark USA, Inc. $ 113,672 $ 102,108 $ 46,618 $ (148,726 ) $ 113,672 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION THREE MONTHS ENDED JUNE 30, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 72,331 $ 61,139 $ 38,426 $ (99,162 ) $ 72,734 Other comprehensive income, net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $391 661 — — — 661 Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $724 1,221 — — — 1,221 Other comprehensive income of equity method investments 134 — 123 (123 ) 134 Foreign currency translation adjustments 8,344 — 8,346 (8,344 ) 8,346 Total other comprehensive income, net of tax 10,360 — 8,469 (8,467 ) 10,362 Total comprehensive income, net of tax $ 82,691 $ 61,139 $ 46,895 $ (107,629 ) $ 83,096 Comprehensive income attributable to noncontrolling interests — — (405 ) — (405 ) Comprehensive income attributable to Cinemark USA, Inc. $ 82,691 $ 61,139 $ 46,490 $ (107,629 ) $ 82,691 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) INFORMATION THREE MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 70,771 $ 64,399 $ 28,298 $ (92,065 ) $ 71,403 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $504 855 — — — 855 Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $(209) (354 ) — — — (354 ) Other comprehensive loss of equity method investments (3,322 ) — (3,272 ) 3,272 (3,322 ) Foreign currency translation adjustments 634 — 628 (634 ) 628 Total other comprehensive loss, net of tax (2,187 ) — (2,644 ) 2,638 (2,193 ) Total comprehensive income, net of tax $ 68,584 $ 64,399 $ 25,654 $ (89,427 ) $ 69,210 Comprehensive income attributable to noncontrolling interests — — (626 ) — (626 ) Comprehensive income attributable to Cinemark USA, Inc. $ 68,584 $ 64,399 $ 25,028 $ (89,427 ) $ 68,584 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION SIX MONTHS ENDED JUNE 30, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 108,165 $ 98,578 $ 59,885 $ (157,807 ) $ 108,821 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $759 1,158 — — — 1,158 Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $1,916 3,244 — — — 3,244 Other comprehensive income of equity method investments 396 — 385 (385 ) 396 Foreign currency translation adjustments (851 ) — (843 ) 851 (843 ) Total other comprehensive income (loss), net of tax 3,947 — (458 ) 466 3,955 Total comprehensive income, net of tax $ 112,112 $ 98,578 $ 59,427 $ (157,341 ) $ 112,776 Comprehensive income attributable to noncontrolling interests — — (664 ) — (664 ) Comprehensive income attributable to Cinemark USA, Inc. $ 112,112 $ 98,578 $ 58,763 $ (157,341 ) $ 112,112 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) INFORMATION SIX MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 113,672 $ 102,108 $ 47,631 $ (148,726 ) $ 114,685 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of settlements, net of taxes of $958 1,612 — — — 1,612 Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $236 412 — — — 412 Other comprehensive loss of equity method investments (2,938 ) — (2,905 ) 2,905 (2,938 ) Foreign currency translation adjustments (46,047 ) — (46,047 ) 46,047 (46,047 ) Total other comprehensive loss, net of tax (46,961 ) — (48,952 ) 48,952 (46,961 ) Total comprehensive income (loss), net of tax $ 66,711 $ 102,108 $ (1,321 ) $ (99,774 ) $ 67,724 Comprehensive income attributable to noncontrolling interests — — (1,013 ) — (1,013 ) Comprehensive income (loss) attributable to Cinemark USA, Inc. $ 66,711 $ 102,108 $ (2,334 ) $ (99,774 ) $ 66,711 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION SIX MONTHS ENDED JUNE 30, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 108,165 $ 98,578 $ 59,885 $ (157,807 ) $ 108,821 Adjustments to reconcile net income to cash provided by (used for) operating activities (109,780 ) 2,499 26,475 157,807 77,001 Changes in assets and liabilities and other 107,181 (136,760 ) 3,275 — (26,304 ) Net cash provided by (used for) operating activities 105,566 (35,683 ) 89,635 — 159,518 Investing activities Additions to theatre properties and equipment and other (40,591 ) (19,960 ) (42,012 ) — (102,563 ) Proceeds from sale of theatre properties and equipment and other 1,032 26 489 — 1,547 Dividends received from subsidiaries 925 — — (925 ) — Investment in joint ventures and other — — (1,896 ) — (1,896 ) Net cash used for investing activities (38,634 ) (19,934 ) (43,419 ) (925 ) (102,912 ) Financing activities Dividends paid to parent (57,500 ) — (925 ) 925 (57,500 ) Repayments of long-term debt (3,500 ) — (1,452 ) — (4,952 ) Payments on capital leases (1,989 ) (3,863 ) (975 ) — (6,827 ) Other 3,340 (9,776 ) — — (6,436 ) Net cash used for financing activities (59,649 ) (13,639 ) (3,352 ) 925 (75,715 ) Effect of exchange rate changes on cash and cash equivalents — — (2,748 ) — (2,748 ) Increase (decrease) in cash and cash equivalents 7,283 (69,256 ) 40,116 — (21,857 ) Cash and cash equivalents: Beginning of year 62,065 175,758 362,071 — 599,894 End of year $ 69,348 $ 106,502 $ 402,187 $ — $ 578,037 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION SIX MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 113,672 $ 102,108 $ 47,631 $ (148,726 ) $ 114,685 Adjustments to reconcile net income to cash provided by operating activities (91,036 ) 8,498 27,446 148,726 93,634 Changes in assets and liabilities and other 23,093 (50,866 ) (138 ) — (27,911 ) Net cash provided by operating activities 45,729 59,740 74,939 — 180,408 Investing activities Additions to theatre properties and equipment and other (42,263 ) (73,545 ) (39,904 ) — (155,712 ) Acquisition of theatre in Brazil — — (2,651 ) — (2,651 ) Proceeds from sale of theatre properties and equipment and other 2,367 1,014 1,592 — 4,973 Intercompany note issuances (2,500 ) — — 2,500 — Investment in joint ventures and other — — (1,777 ) — (1,777 ) Dividends received from subsidiaries 300 6 — (306 ) — Net cash used for investing activities (42,096 ) (72,525 ) (42,740 ) 2,194 (155,167 ) Financing activities Dividends paid to parent (57,575 ) (306 ) — 306 (57,575 ) Repayments of long-term debt (3,500 ) — (16 ) — (3,516 ) Payment of debt issue costs (6,957 ) — — — (6,957 ) Payments on capital leases (2,626 ) (4,365 ) (968 ) — (7,959 ) Loan from parent — — 2,500 (2,500 ) — Other 2,244 (4,748 ) (294 ) — (2,798 ) Net cash provided by (used for) financing activities (68,414 ) (9,419 ) 1,222 (2,194 ) (78,805 ) Effect of exchange rate changes on cash and cash equivalents — — (9,085 ) — (9,085 ) Increase (decrease) in cash and cash equivalents (64,781 ) (22,204 ) 24,336 — (62,649 ) Cash and cash equivalents: Beginning of year 129,505 74,643 434,693 — 638,841 End of year $ 64,724 $ 52,439 $ 459,029 $ — $ 576,192 |