Condensed Consolidating Financial Information of Subsidiary Guarantors | 16. Condensed Consolidating Financial Information of Subsidiary Guarantors As of June 30, 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 June 30, 2016, condensed consolidating statements of income information for the three and six months ended June 30, 2015 and 2016, condensed consolidating statements of comprehensive income (loss) information for the three and six months ended June 30, 2015 and 2016 and condensed consolidating statements of cash flows information for the six months ended June 30, 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 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION DECEMBER 31, 2015 Parent Company Subsidiary Guarantors 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 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION June 30, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Assets Current assets Cash and cash equivalents $ 117,215 $ 83,506 $ 382,779 $ — $ 583,500 Other current assets 87,364 22,233 69,733 (63,752 ) 115,578 Accounts receivable from parent or subsidiaries 188,241 16,701 — (195,541 ) 9,401 Total current assets 392,820 122,440 452,512 (259,293 ) 708,479 Theatre properties and equipment - net 574,097 624,952 391,731 1,590,780 Investment in subsidiaries 1,476,551 351,643 — (1,828,194 ) — Other assets 1,406,147 134,406 486,476 (101,301 ) 1,925,728 Total assets $ 3,849,615 $ 1,233,441 $ 1,330,719 $ (2,188,788 ) $ 4,224,987 Liabilities and equity Current liabilities Current portion of long-term debt $ 1,427 $ — $ 1,389 $ — $ 2,816 Current portion of capital lease obligations 7,446 9,177 2,941 — 19,564 Accounts payable and accrued expenses 231,381 107,150 111,776 (46,896 ) 403,411 Accounts payable to parent or subsidiaries — — 195,541 (195,541 ) — Total current liabilities 240,254 116,327 311,647 (242,437 ) 425,791 Long-term liabilities Long-term debt, less current portion 1,882,409 — 9,534 (105,367 ) 1,786,576 Capital lease obligations, less current portion 120,117 63,071 29,564 — 212,752 Other long-term liabilities and deferrals 408,060 76,261 117,969 (12,790 ) 589,500 Total long-term liabilities 2,410,586 139,332 157,067 (118,157 ) 2,588,828 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 1,149,232 520,414 840,173 (1,360,587 ) 1,149,232 Total Cinemark USA, Inc. stockholder’s equity 1,198,775 977,782 850,412 (1,828,194 ) 1,198,775 Noncontrolling interests — — 11,593 — 11,593 Total equity 1,198,775 977,782 862,005 (1,828,194 ) 1,210,368 Total liabilities and equity $ 3,849,615 $ 1,233,441 $ 1,330,719 $ (2,188,788 ) $ 4,224,987 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 Company Guarantors 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 THREE MONTHS ENDED JUNE 30, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 252,806 $ 309,861 $ 197,544 $ (15,807 ) $ 744,404 Cost of operations Theatre operating expenses 203,529 208,956 146,570 (15,807 ) 543,248 General and administrative expenses 4,171 19,742 11,301 — 35,214 Depreciation and amortization 17,503 20,252 14,603 — 52,358 Impairment of long-lived assets 959 — 466 — 1,425 Loss on sale of assets and other 1,329 4,050 445 — 5,824 Total cost of operations 227,491 253,000 173,385 (15,807 ) 638,069 Operating income 25,315 56,861 24,159 — 106,335 Other income (expense) Interest expense (23,947 ) (1,898 ) (1,719 ) 302 (27,262 ) Loss on debt amendments and refinancing (98 ) — — — (98 ) Distributions from NCM — — 193 — 193 Equity in income of affiliates 52,668 18,625 5,071 (71,299 ) 5,065 Other income 55 25 2,747 (302 ) 2,525 Total other income 28,678 16,752 6,292 (71,299 ) (19,577 ) Income before income taxes 53,993 73,613 30,451 (71,299 ) 86,758 Income taxes (391 ) 21,515 10,788 — 31,912 Net income 54,384 52,098 19,663 (71,299 ) 54,846 Less: Net income attributable to noncontrolling interests — — 462 — 462 Net income attributable to Cinemark USA, Inc. $ 54,384 $ 52,098 $ 19,201 $ (71,299 ) $ 54,384 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 Company Guarantors 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 INCOME INFORMATION SIX MONTHS ENDED JUNE 30, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Revenues $ 498,656 $ 607,258 $ 370,829 $ (27,470 ) $ 1,449,273 Cost of operations Theatre operating expenses 395,704 409,603 269,545 (27,470 ) 1,047,382 General and administrative expenses 7,633 43,691 21,002 — 72,326 Depreciation and amortization 33,997 39,891 27,799 — 101,687 Impairment of long-lived assets 1,095 — 822 — 1,917 (Gain) loss on sale of assets and other (424 ) 3,938 531 — 4,045 Total cost of operations 438,005 497,123 319,699 (27,470 ) 1,227,357 Operating income 60,651 110,135 51,130 — 221,916 Other income (expense) Interest expense (49,115 ) (3,873 ) (2,936 ) 603 (55,321 ) Loss on debt amendments and refinancing (13,284 ) — — — (13,284 ) Distributions from NCM 1,310 — 7,426 — 8,736 Equity in income of affiliates 112,260 35,331 11,968 (147,352 ) 12,207 Other income 133 28 6,205 (603 ) 5,763 Total other income 51,304 31,486 22,663 (147,352 ) (41,899 ) Income before income taxes 111,955 141,621 73,793 (147,352 ) 180,017 Income taxes (1,423 ) 41,378 25,701 — 65,656 Net income 113,378 100,243 48,092 (147,352 ) 114,361 Less: Net income attributable to noncontrolling interests — — 983 — 983 Net income attributable to Cinemark USA, Inc. $ 113,378 $ 100,243 $ 47,109 $ (147,352 ) $ 113,378 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME INFORMATION THREE MONTHS ENDED JUNE 30, 2015 Parent Subsidiary Subsidiary Company Guarantors 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 THREE MONTHS ENDED JUNE 30, 2016 Parent Subsidiary Subsidiary Company Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 54,384 $ 52,098 $ 19,663 $ (71,299 ) $ 54,846 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 $20 33 — — — 33 Other comprehensive income of equity method investments 146 — 322 (322 ) 146 Foreign currency translation adjustments 24,876 — 24,893 (24,882 ) 24,887 Total other comprehensive income, net of tax 25,055 — 25,215 (25,204 ) 25,066 Total comprehensive income, net of tax $ 79,439 $ 52,098 $ 44,878 $ (96,503 ) $ 79,912 Comprehensive income attributable to noncontrolling interests — — (473 ) — (473 ) Comprehensive income attributable to Cinemark USA, Inc. $ 79,439 $ 52,098 $ 44,405 $ (96,503 ) $ 79,439 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 COMPREHENSIVE INCOME INFORMATION SIX MONTHS ENDED JUNE 30, 2016 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Net income $ 113,378 $ 100,243 $ 48,092 $ (147,352 ) $ 114,361 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 $138 234 — — — 234 Other comprehensive loss of equity method investments (176 ) — — — (176 ) Foreign currency translation adjustments 38,647 — 38,673 (38,653 ) 38,667 Total other comprehensive income, net of tax 38,705 — 38,673 (38,653 ) 38,725 Total comprehensive income, net of tax $ 152,083 $ 100,243 $ 86,765 $ (186,005 ) $ 153,086 Comprehensive income attributable to noncontrolling interests — — (1,003 ) — (1,003 ) Comprehensive income attributable to Cinemark USA, Inc. $ 152,083 $ 100,243 $ 85,762 $ (186,005 ) $ 152,083 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 CINEMARK USA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION SIX MONTHS ENDED JUNE 30, 2016 Parent Subsidiary Subsidiary Non-Guarantors Eliminations Consolidated (In thousands) Operating activities Net income $ 113,378 $ 100,243 $ 48,092 $ (147,352 ) $ 114,361 Adjustments to reconcile net income to cash provided by operating activities (78,932 ) 14,798 25,799 147,352 109,017 Changes in assets and liabilities 49,107 (61,488 ) (10,478 ) — (22,859 ) Net cash provided by operating activities 83,553 53,553 63,413 — 200,519 Investing activities Additions to theatre properties and equipment (44,861 ) (54,307 ) (32,356 ) — (131,524 ) Acquisition of theatres in the US (15,300 ) — — — (15,300 ) Proceeds from sale of theatre properties and equipment and other — 339 102 — 441 Proceeds from sale of marketable securities 13,451 — — — 13,451 Dividends received from subsidiaries 733 11 — (744 ) — Investment in joint ventures and other (1,000 ) — 300 — (700 ) Net cash used for investing activities (46,977 ) (53,957 ) (31,954 ) (744 ) (133,632 ) Financing activities Dividends paid to parent (62,400 ) — (744 ) 744 (62,400 ) 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 (15,201 ) — (16 ) — (15,217 ) Payments of debt issue costs (4,504 ) — — — (4,504 ) Payments on capital leases (3,155 ) (5,153 ) (1,221 ) — (9,529 ) Other 1,785 (6,802 ) (515 ) — (5,532 ) Net cash used for financing activities (60,725 ) (11,955 ) (2,496 ) 744 (74,432 ) Effect of exchange rate changes on cash and cash equivalents — — 2,542 — 2,542 Increase (decrease) in cash and cash equivalents (24,149 ) (12,359 ) 31,505 — (5,003 ) Cash and cash equivalents: Beginning of year 141,364 95,865 351,274 — 588,503 End of year $ 117,215 $ 83,506 $ 382,779 $ — $ 583,500 |