Condensed Consolidating Financial Information of Subsidiary Guarantors | 17. Condensed Consolidating Financial Information of Subsidiary Guarantors As of March 31, 2016, the Company had outstanding $400,000 aggregate principal amount of 5.125% senior notes due 2022, or the 5.125% Senior Notes and $755,000 aggregate principal amount of 4.875% senior notes due 2023, or the 4.875% Senior 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 information presents: a. Condensed consolidating balance sheet information as of December 31, 2015 and March 31, 2016, condensed consolidating statements of income information for the three months ended March 31, 2015 and 2016, condensed consolidating statements of comprehensive income (loss) information for the three months ended March 31, 2015 and 2016 and condensed consolidating statements of cash flows information for the three months ended March 31, 2015 and 2016. 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. CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION DECEMBER 31, 2015 Parent Subsidiary Subsidiary Company Guarantors 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 BALANCE SHEET INFORMATION March 31, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Assets Current assets Cash and cash equivalents $ 95,068 $ 112,602 $ 376,139 $ — $ 583,809 Other current assets 73,279 19,031 57,970 (48,265 ) 102,015 Accounts receivable from parent or subsidiaries 248,023 — — (240,381 ) 7,642 Total current assets 416,370 131,633 434,109 (288,646 ) 693,466 Theatre properties and equipment—net 553,046 613,376 359,437 — 1,525,859 Investment in subsidiaries 1,399,149 307,978 — (1,707,127 ) — Other assets 1,406,884 134,583 478,142 (102,660 ) 1,916,949 Total assets $ 3,775,449 $ 1,187,570 $ 1,271,688 $ (2,098,433 ) $ 4,136,274 Liabilities and equity Current liabilities Current portion of long-term debt $ 7,000 $ — $ 1,397 $ — $ 8,397 Current portion of capital lease obligations 6,625 9,575 2,641 — 18,841 Accounts payable and accrued expenses 208,802 87,233 97,152 (31,119 ) 362,068 Accounts payable to parent or subsidiaries — 47,201 193,180 (240,381 ) — Total current liabilities 222,427 144,009 294,370 (271,500 ) 389,306 Long-term liabilities Long-term debt, less current portion 1,889,740 — 9,534 (105,367 ) 1,793,907 Capital lease obligations, less current portion 112,862 65,285 28,221 — 206,368 Other long-term liabilities and deferrals 402,197 77,639 121,658 (14,439 ) 587,055 Total long-term liabilities 2,404,799 142,924 159,413 (119,806 ) 2,587,330 Commitments and contingencies — — — — — Equity Cinemark USA, Inc.’s stockholder’s equity: Common stock 49,543 457,368 10,239 (467,607 ) 49,543 Other stockholder’s equity 1,098,680 443,269 796,251 (1,239,520 ) 1,098,680 Total Cinemark USA, Inc. stockholder’s equity 1,148,223 900,637 806,490 (1,707,127 ) 1,148,223 Noncontrolling interests — — 11,415 — 11,415 Total equity 1,148,223 900,637 817,905 (1,707,127 ) 1,159,638 Total liabilities and equity $ 3,775,449 $ 1,187,570 $ 1,271,688 $ (2,098,433 ) $ 4,136,274 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION THREE MONTHS ENDED MARCH 31, 2015 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 216,573 $ 258,963 $ 180,207 $ (10,345 ) $ 645,398 Cost of operations Theatre operating expenses 176,282 178,234 128,188 (10,345 ) 472,359 General and administrative expenses 4,189 18,991 14,134 — 37,314 Depreciation and amortization 14,121 17,507 13,704 — 45,332 Impairment of long-lived assets 61 733 — — 794 (Gain) loss on sale of assets and other 1,415 (1,582 ) (1,283 ) — (1,450 ) Total cost of operations 196,068 213,883 154,743 (10,345 ) 554,349 Operating income 20,505 45,080 25,464 — 91,049 Other income (expense) Interest expense (25,249 ) (2,199 ) (775 ) 16 (28,207 ) Distributions from NCM 1,724 — 6,775 — 8,499 Equity in income of affiliates 45,085 11,615 5,200 (56,661 ) 5,239 Other income (expense) 46 11 (6,728 ) (16 ) (6,687 ) Total other income 21,606 9,427 4,472 (56,661 ) (21,156 ) Income before income taxes 42,111 54,507 29,936 (56,661 ) 69,893 Income taxes (790 ) 16,798 10,603 — 26,611 Net income 42,901 37,709 19,333 (56,661 ) 43,282 Less: Net income attributable to noncontrolling interests — — 381 — 381 Net income attributable to Cinemark USA, Inc. $ 42,901 $ 37,709 $ 18,952 $ (56,661 ) $ 42,901 CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION THREE MONTHS ENDED MARCH 31, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 245,850 $ 297,397 $ 173,285 $ (11,663 ) $ 704,869 Cost of operations Theatre operating expenses 192,175 200,647 122,975 (11,663 ) 504,134 General and administrative expenses 3,462 23,949 9,701 — 37,112 Depreciation and amortization 16,494 19,639 13,196 — 49,329 Impairment of long-lived assets 136 — 356 — 492 (Gain) loss on sale of assets and other (1,753 ) (112 ) 86 — (1,779 ) Total cost of operations 210,514 244,123 146,314 (11,663 ) 589,288 Operating income 35,336 53,274 26,971 — 115,581 Other income (expense) Interest expense (25,168 ) (1,975 ) (1,217 ) 301 (28,059 ) Loss on early retirement of debt (13,186 ) — — — (13,186 ) Distributions from NCM 1,310 — 7,233 — 8,543 Equity in income of affiliates 59,592 16,706 6,897 (76,053 ) 7,142 Other income 78 3 3,458 (301 ) 3,238 Total other income 22,626 14,734 16,371 (76,053 ) (22,322 ) Income before income taxes 57,962 68,008 43,342 (76,053 ) 93,259 Income taxes (1,032 ) 19,863 14,913 — 33,744 Net income 58,994 48,145 28,429 (76,053 ) 59,515 Less: Net income attributable to noncontrolling interests — — 521 — 521 Net income attributable to Cinemark USA, Inc. $ 58,994 $ 48,145 $ 27,908 $ (76,053 ) $ 58,994 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) INFORMATION THREE MONTHS ENDED MARCH 31, 2015 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 42,901 $ 37,709 $ 19,333 $ (56,661 ) $ 43,282 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 $453 757 — — — 757 Unrealized gain due to fair value adjustments on available-for-sale securities, net of taxes of $444 766 — — — 766 Other comprehensive income of equity method investments 384 — 367 (367 ) 384 Foreign currency translation adjustments (46,681 ) — (46,675 ) 46,681 (46,675 ) Total other comprehensive loss, net of tax (44,774 ) — (46,308 ) 46,314 (44,768 ) Total comprehensive income (loss), net of tax $ (1,873 ) $ 37,709 $ (26,975 ) $ (10,347 ) $ (1,486 ) Comprehensive income attributable to noncontrolling interests — — (387 ) — (387 ) Comprehensive income (loss) attributable to Cinemark USA, Inc. $ (1,873 ) $ 37,709 $ (27,362 ) $ (10,347 ) $ (1,873 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION THREE MONTHS ENDED MARCH 31, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 58,994 $ 48,145 $ 28,429 $ (76,053 ) $ 59,515 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 $118 201 — — — 201 Other comprehensive income of equity method investments (322 ) — (322 ) 322 (322 ) Foreign currency translation adjustments, net of taxes of $979 13,771 — 13,780 (13,771 ) 13,780 Total other comprehensive income, net of tax 13,650 — 13,458 (13,449 ) 13,659 Total comprehensive income, net of tax $ 72,644 $ 48,145 $ 41,887 $ (89,502 ) $ 73,174 Comprehensive income attributable to noncontrolling interests — — (530 ) — (530 ) Comprehensive income attributable to Cinemark USA, Inc. $ 72,644 $ 48,145 $ 41,357 $ (89,502 ) $ 72,644 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION THREE MONTHS ENDED MARCH 31, 2015 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 42,901 $ 37,709 $ 19,333 $ (56,661 ) $ 43,282 Adjustments to reconcile net income to cash provided by (used for) operating activities (46,642 ) 14,710 8,963 56,661 33,692 Changes in assets and liabilities and other (6,524 ) (30,303 ) (15,296 ) — (52,123 ) Net cash provided by (used for) operating activities (10,265 ) 22,116 13,000 — 24,851 Investing activities Additions to theatre properties and equipment and other (21,887 ) (51,329 ) (12,531 ) — (85,747 ) Acquisition of theatre in Brazil — — (2,651 ) — (2,651 ) Proceeds from sale of theatre properties and equipment and other 2 987 1,399 — 2,388 Investment in joint ventures and other — — (713 ) — (713 ) Net cash used for investing activities (21,885 ) (50,342 ) (14,496 ) — (86,723 ) Financing activities Dividends paid to parent (28,750 ) — — — (28,750 ) Repayments of long-term debt (1,750 ) — (8 ) — (1,758 ) Payments on capital leases (1,296 ) (2,168 ) (449 ) — (3,913 ) Other 2,244 (4,748 ) — — (2,504 ) Net cash used for financing activities (29,552 ) (6,916 ) (457 ) — (36,925 ) Effect of exchange rate changes on cash and cash equivalents — — (7,317 ) — (7,317 ) Decrease in cash and cash equivalents (61,702 ) (35,142 ) (9,270 ) — (106,114 ) Cash and cash equivalents: Beginning of year 129,505 77,645 431,691 — 638,841 End of year $ 67,803 $ 42,503 $ 422,421 $ — $ 532,727 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION THREE MONTHS ENDED MARCH 31, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 58,994 $ 48,145 $ 28,429 $ (76,053 ) $ 59,515 Adjustments to reconcile net income to cash provided by (used for) operating activities (51,423 ) 7,200 17,536 76,053 49,366 Changes in assets and liabilities (15,778 ) (12,740 ) (12,914 ) — (41,432 ) Net cash provided by (used for) operating activities (8,207 ) 42,605 33,051 — 67,449 Investing activities Additions to theatre properties and equipment (23,120 ) (18,022 ) (6,603 ) — (47,745 ) Proceeds from sale of theatre properties and equipment and other — 301 46 — 347 Acquisition of theatres in the US (15,300 ) — — — (15,300 ) Proceeds from sale of marketable securities 13,451 — — — 13,451 Dividends received from subsidiaries 433 5 — (438 ) — Investment in joint ventures and other — — (12 ) — (12 ) Net cash used for investing activities (24,536 ) (17,716 ) (6,569 ) (438 ) (49,259 ) Financing activities Dividends paid to parent (31,150 ) — (438 ) 438 (31,150 ) Proceeds from issuance of Senior Notes, net of discount 222,750 — — — 222,750 Retirement of Senior Subordinated Notes (200,000 ) — — — (200,000 ) Repayments of long-term debt (1,750 ) — (8 ) — (1,758 ) Payments of debt issue costs (3,675 ) — — — (3,675 ) Payments on capital leases (1,451 ) (2,542 ) (579 ) — (4,572 ) Other 1,723 (5,610 ) (220 ) — (4,107 ) Net cash used for financing activities (13,553 ) (8,152 ) (1,245 ) 438 (22,512 ) Effect of exchange rate changes on cash and cash equivalents — — (372 ) — (372 ) Increase (decrease) in cash and cash equivalents (46,296 ) 16,737 24,865 — (4,694 ) Cash and cash equivalents: Beginning of year 141,364 95,865 351,274 — 588,503 End of year $ 95,068 $ 112,602 $ 376,139 $ — $ 583,809 |