Condensed Consolidating Financial Statement Information of Subsidiary Guarantors | 22. CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION OF SUBSIDIARY GUARANTORS As of December 31, 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”). 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 statement information presents: 1. Condensed consolidating balance sheet information as of December 31, 2014 and 2015, condensed consolidating statements of income information, condensed consolidating statements of comprehensive income (loss) information and condensed consolidating statements of cash flows information for the years ended December 31, 2013, 2014 and 2015. 2. 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 (loss) 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. 3. Elimination entries necessary to consolidate the Parent and all of its Subsidiaries. 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 1,389,912 140,320 401,783 (3,276 ) 1,928,739 Total assets $ 3,682,110 $ 1,189,451 $ 1,281,016 $ (2,019,461 ) $ 4,133,116 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 1,777,581 — 7,442 (1,868 ) 1,783,155 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 2,283,332 154,532 155,818 (11,172 ) 2,582,510 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 $ 3,682,110 $ 1,189,451 $ 1,281,016 $ (2,019,461 ) $ 4,133,116 CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION DECEMBER 31, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Assets Current assets Cash and cash equivalents $ 141,364 $ 95,865 $ 351,274 $ — $ 588,503 Other current assets 78,797 18,407 61,432 (32,024 ) 126,612 Accounts receivable from parent or subsidiaries 212,299 — — (211,128 ) 1,171 Total current assets 432,460 114,272 412,706 (243,152 ) 716,286 Theatre properties and equipment - net 539,082 614,821 351,166 — 1,505,069 Investment in subsidiaries 1,326,790 293,900 — (1,620,690 ) — Other assets 1,402,062 135,022 475,187 (105,994 ) 1,906,277 Total assets $ 3,700,394 $ 1,158,015 $ 1,239,059 $ (1,969,836 ) $ 4,127,632 Liabilities and equity Current liabilities Current portion of long-term debt $ 7,000 $ — $ 1,405 $ — $ 8,405 Current portion of capital lease obligations 6,426 9,962 2,392 — 18,780 Accounts payable and accrued expenses 197,268 123,759 116,353 (25,396 ) 411,984 Accounts payable to parent or subsidiaries — 23,965 187,163 (211,128 ) — Total current liabilities 210,694 157,686 307,313 (236,524 ) 439,169 Long-term liabilities Long-term debt, less current portion 1,868,763 — 9,534 (105,367 ) 1,772,930 Capital lease obligations, less current portion 114,513 67,440 26,999 — 208,952 Other long-term liabilities and deferrals 404,278 77,774 118,533 (7,255 ) 593,330 Total long-term liabilities 2,387,554 145,214 155,066 (112,622 ) 2,575,212 Commitments and contingencies — — — — — Equity Cinemark USA, Inc.’s stockholder’s equity: Common stock 49,543 457,369 10,240 (467,609 ) 49,543 Other stockholder’s equity 1,052,603 397,746 755,335 (1,153,081 ) 1,052,603 Total Cinemark USA, Inc. stockholder’s equity 1,102,146 855,115 765,575 (1,620,690 ) 1,102,146 Noncontrolling interests — — 11,105 — 11,105 Total equity 1,102,146 855,115 776,680 (1,620,690 ) 1,113,251 Total liabilities and equity $ 3,700,394 $ 1,158,015 $ 1,239,059 $ (1,969,836 ) $ 4,127,632 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION YEAR ENDED DECEMBER 31, 2013 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 816,489 $ 1,099,257 $ 808,972 $ (41,824 ) $ 2,682,894 Cost of operations Theatre operating expenses 650,731 743,531 585,695 (41,824 ) 1,938,133 General and administrative expenses 22,275 78,749 62,110 — 163,134 Depreciation and amortization 43,501 63,234 57,235 — 163,970 Impairment of long-lived assets 2,301 319 1,174 — 3,794 (Gain) loss on sale of assets and other 99 1,870 (5,814 ) — (3,845 ) Total cost of operations 718,907 887,703 700,400 (41,824 ) 2,265,186 Operating income 97,582 211,554 108,572 — 417,708 Other income (expense) Interest expense (110,484 ) (9,915 ) (4,315 ) — (124,714 ) Distributions from NCM 124 — 20,577 — 20,701 Equity in income of affiliates 196,580 54,524 22,682 (251,104 ) 22,682 Loss on early retirement of debt (72,302 ) — — — (72,302 ) Other income (expense) 101 (8 ) 1,913 — 2,006 Total other income (expense) 14,019 44,601 40,857 (251,104 ) (151,627 ) Income before income taxes 111,601 256,155 149,429 (251,104 ) 266,081 Income taxes (38,242 ) 76,938 75,464 — 114,160 Net income 149,843 179,217 73,965 (251,104 ) 151,921 Less: Net income attributable to noncontrolling interests — — 2,078 — 2,078 Net income attributable to Cinemark USA, Inc. $ 149,843 $ 179,217 $ 71,887 $ (251,104 ) $ 149,843 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION YEAR ENDED DECEMBER 31, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 851,299 $ 1,084,852 $ 733,435 $ (42,596 ) $ 2,626,990 Cost of operations Theatre operating expenses 693,323 739,686 524,045 (42,596 ) 1,914,458 General and administrative expenses 17,978 74,971 55,639 — 148,588 Depreciation and amortization 50,858 67,460 57,338 — 175,656 Impairment of long-lived assets 6,334 313 — — 6,647 Loss on sale of assets and other 8,954 3,278 3,483 — 15,715 Total cost of operations 777,447 885,708 640,505 (42,596 ) 2,261,064 Operating income 73,852 199,144 92,930 — 365,926 Other income (expense) Interest expense (101,224 ) (9,111 ) (3,392 ) 29 (113,698 ) Distributions from NCM 2,375 — 16,166 — 18,541 Equity in income of affiliates 208,900 53,950 22,464 (262,571 ) 22,743 Other income (expense) 79 — (643 ) (29 ) (593 ) Total other income (expense) 110,130 44,839 34,595 (262,571 ) (73,007 ) Income before income taxes 183,982 243,983 127,525 (262,571 ) 292,919 Income taxes (10,398 ) 71,687 35,861 — 97,150 Net income 194,380 172,296 91,664 (262,571 ) 195,769 Less: Net income attributable to noncontrolling interests — — 1,389 — 1,389 Net income attributable to Cinemark USA, Inc. $ 194,380 $ 172,296 $ 90,275 $ (262,571 ) $ 194,380 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION YEAR ENDED DECEMBER 31, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 959,347 $ 1,178,873 $ 764,631 $ (50,242 ) $ 2,852,609 Cost of operations Theatre operating expenses 767,446 804,236 545,131 (50,242 ) 2,066,571 General and administrative expenses 16,152 81,240 56,660 — 154,052 Depreciation and amortization 59,759 73,708 55,739 — 189,206 Impairment of long-lived assets 6,445 1,600 756 — 8,801 (Gain) loss on sale of assets and other 6,191 3,728 (1,776 ) — 8,143 Total cost of operations 855,993 964,512 656,510 (50,242 ) 2,426,773 Operating income 103,354 214,361 108,121 — 425,836 Other income (expense) Interest expense (100,608 ) (8,500 ) (4,009 ) 376 (112,741 ) Loss on amendment to debt agreement (925 ) — — — (925 ) Distributions from NCM 2,116 — 16,024 — 18,140 Equity in income of affiliates 217,567 55,082 27,262 (271,785 ) 28,126 Other income (expense) 200 20 (7,929 ) (376 ) (8,085 ) Total other income (expense) 118,350 46,602 31,348 (271,785 ) (75,485 ) Income before income taxes 221,704 260,963 139,469 (271,785 ) 350,351 Income taxes 3,172 79,131 47,657 — 129,960 Net income 218,532 181,832 91,812 (271,785 ) 220,391 Less: Net income attributable to noncontrolling interests — — 1,859 — 1,859 Net income attributable to Cinemark USA, Inc. $ 218,532 $ 181,832 $ 89,953 $ (271,785 ) $ 218,532 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION YEAR ENDED DECEMBER 31, 2013 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 149,843 $ 179,217 $ 73,965 $ (251,104 ) $ 151,921 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,865, net of settlements 3,151 — — — 3,151 Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $1,223 (2,041 ) — — — (2,041 ) Other comprehensive income in equity method investments 2,386 — 2,386 (2,386 ) 2,386 Foreign currency translation adjustments (47,617 ) — (47,699 ) 47,617 (47,699 ) Total other comprehensive loss, net of tax (44,121 ) — (45,313 ) 45,231 (44,203 ) Total comprehensive income, net of tax $ 105,722 $ 179,217 $ 28,652 $ (205,873 ) $ 107,718 Comprehensive income attributable to noncontrolling interests — — (1,996 ) — (1,996 ) Comprehensive income attributable to Cinemark USA, Inc. $ 105,722 $ 179,217 $ 26,656 $ (205,873 ) $ 105,722 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION YEAR ENDED DECEMBER 31, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 194,380 $ 172,296 $ 91,664 $ (262,571 ) $ 195,769 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,759, net of settlements 2,846 — — — 2,846 Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $1,479 2,507 — — — 2,507 Other comprehensive income in equity method investments 676 — 643 (643 ) 676 Foreign currency translation adjustments (68,982 ) — (68,997 ) 68,982 (68,997 ) Total other comprehensive loss, net of tax (62,953 ) — (68,354 ) 68,339 (62,968 ) Total comprehensive income, net of tax $ 131,427 $ 172,296 $ 23,310 $ (194,232 ) $ 132,801 Comprehensive income attributable to noncontrolling interests — — (1,374 ) — (1,374 ) Comprehensive income attributable to Cinemark USA, Inc. $ 131,427 $ 172,296 $ 21,936 $ (194,232 ) $ 131,427 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) INFORMATION YEAR ENDED DECEMBER 31, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 218,532 $ 181,832 $ 91,812 $ (271,785 ) $ 220,391 Other comprehensive income (loss), net of tax Unrealized gain due to fair value adjustments on interest rate swap agreements, net of taxes of $1,562, net of settlements 2,636 — — — 2,636 Unrealized loss due to fair value adjustments on available-for-sale securities, net of taxes of $572 (957 ) — — — (957 ) Other comprehensive loss in equity method investments (3,119 ) — (3,086 ) 3,086 (3,119 ) Foreign currency translation adjustments, net of taxes of $888 (125,474 ) — (125,512 ) 125,474 (125,512 ) Total other comprehensive loss, net of tax (126,914 ) — (128,598 ) 128,560 (126,952 ) Total comprehensive income (loss), net of tax $ 91,618 $ 181,832 $ (36,786 ) $ (143,225 ) $ 93,439 Comprehensive income attributable to noncontrolling interests — — (1,821 ) — (1,821 ) Comprehensive income (loss) attributable to Cinemark USA, Inc. $ 91,618 $ 181,832 $ (38,607 ) $ (143,225 ) $ 91,618 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION YEAR ENDED DECEMBER 31, 2013 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 149,843 $ 179,217 $ 73,965 $ (251,104 ) $ 151,921 Adjustments to reconcile net income to cash provided by operating activities (174,847 ) 22,276 44,824 251,104 143,357 Changes in assets and liabilities 115,254 (148,810 ) 47,640 — 14,084 Net cash provided by operating activities 90,250 52,683 166,429 — 309,362 Investing activities Additions to theatre properties and equipment (41,948 ) (74,568 ) (143,154 ) — (259,670 ) Proceeds from sale of theatre properties and equipment and other 21,084 8,881 4,306 — 34,271 Acquisition of theatres in the U.S., net of cash acquired (259,247 ) — — — (259,247 ) Proceeds from disposition of Mexico theatres — — 126,167 — 126,167 Dividends received from subsidiaries 2,633 3,000 707 (6,340 ) — Investment in joint ventures and other — — (6,222 ) — (6,222 ) Net cash used for investing activities (277,478 ) (62,687 ) (18,196 ) (6,340 ) (364,701 ) Financing activities Dividends paid to parent (105,150 ) (707 ) (5,633 ) 6,340 (105,150 ) Payroll taxes paid as a result of restricted stock withholdings — (3,464 ) — — (3,464 ) Proceeds from issuance of notes 530,000 — — — 530,000 Redemption of senior notes (461,946 ) — — — (461,946 ) Net repayments of other long-term debt (7,000 ) — (866 ) — (7,866 ) Payments on capital leases (2,910 ) (6,892 ) (2,213 ) — (12,015 ) Payment of debt issue costs (9,328 ) — — — (9,328 ) Purchases of noncontrolling interests — — (5,621 ) — (5,621 ) Other — 2,962 (2,918 ) — 44 Net cash used for financing activities (56,334 ) (8,101 ) (17,251 ) 6,340 (75,346 ) Effect of exchange rate changes on cash and cash equivalents — — (11,516 ) — (11,516 ) Increase (decrease) in cash and cash equivalents (243,562 ) (18,105 ) 119,466 — (142,201 ) Cash and cash equivalents: Beginning of year 305,627 193,863 242,605 — 742,095 End of year $ 62,065 $ 175,758 $ 362,071 $ — $ 599,894 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION YEAR ENDED DECEMBER 31, 2014 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 194,380 $ 172,296 $ 91,664 $ (262,571 ) $ 195,769 Adjustments to reconcile net income to cash provided by (used for) operating activities (134,559 ) 42,620 31,874 262,571 202,506 Changes in assets and liabilities 232,167 (246,598 ) 70,284 — 55,853 Net cash provided by (used for) operating activities 291,988 (31,682 ) 193,822 — 454,128 Investing activities Additions to theatre properties and equipment (93,608 ) (52,896 ) (98,201 ) — (244,705 ) Proceeds from sale of theatre properties and equipment and other 1,109 98 1,338 — 2,545 Acquisition of theatres in the U.S., net of cash acquired (7,951 ) — — — (7,951 ) Dividends received from subsidiaries 1,094 8 — (1,102 ) — Investments in, and loans to, subsidiaries (1,918 ) — — 1,918 — Investment in joint ventures and other — — (3,228 ) — (3,228 ) Net cash used for investing activities (101,274 ) (52,790 ) (100,091 ) 816 (253,339 ) Financing activities Dividends paid to parent (115,000 ) (700 ) (402 ) 1,102 (115,000 ) Repayments of other long-term debt (7,000 ) — (2,846 ) — (9,846 ) Payments on capital leases (4,082 ) (8,000 ) (1,953 ) — (14,035 ) Capital contributions and loans from parent — 1,918 — (1,918 ) — Other 2,808 (9,861 ) (386 ) — (7,439 ) Net cash used for financing activities (123,274 ) (16,643 ) (5,587 ) (816 ) (146,320 ) Effect of exchange rate changes on cash and cash equivalents — — (15,522 ) — (15,522 ) Increase (decrease) in cash and cash equivalents 67,440 (101,115 ) 72,622 — 38,947 Cash and cash equivalents: Beginning of year 62,065 175,758 362,071 — 599,894 End of year $ 129,505 $ 74,643 $ 434,693 $ — $ 638,841 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION YEAR ENDED DECEMBER 31, 2015 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 218,532 $ 181,832 $ 91,812 $ (271,785 ) $ 220,391 Adjustments to reconcile net income to cash provided by operating activities (142,602 ) 39,156 43,223 271,785 211,562 Changes in assets and liabilities 67,253 (67,850 ) 23,869 — 23,272 Net cash provided by operating activities 143,183 153,138 158,904 — 455,225 Investing activities Additions to theatre properties and equipment (98,193 ) (121,605 ) (111,928 ) — (331,726 ) Proceeds from sale of theatre properties and equipment and other 2,737 5,264 1,965 — 9,966 Acquisition of theatre in Brazil — — (2,651 ) — (2,651 ) Dividends received from subsidiaries 1,685 15 — (1,700 ) — Intercompany note issuances (3,500 ) — (100,000 ) 103,500 — Investment in joint ventures and other (518 ) — (3,211 ) 18 (3,711 ) Net cash used for investing activities (97,789 ) (116,326 ) (215,825 ) 101,818 (328,122 ) Financing activities Dividends paid to parent (115,225 ) (1,700 ) — 1,700 (115,225 ) Repayments of long-term debt (8,385 ) — (35 ) — (8,420 ) Payments of debt issue costs (6,957 ) — — — (6,957 ) Payments on capital leases (5,389 ) (9,120 ) (2,004 ) — (16,513 ) Intercompany loan proceeds 100,000 — 3,518 (103,518 ) — Other 2,421 (4,770 ) (1,045 ) — (3,394 ) Net cash provided by (used for) financing activities (33,535 ) (15,590 ) 434 (101,818 ) (150,509 ) Effect of exchange rate changes on cash and cash equivalents — — (26,932 ) — (26,932 ) Increase (decrease) in cash and cash equivalents 11,859 21,222 (83,419 ) — (50,338 ) Cash and cash equivalents: Beginning of year 129,505 74,643 434,693 — 638,841 End of year $ 141,364 $ 95,865 $ 351,274 $ — $ 588,503 |