SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest
event reported):
JANUARY 30, 2003
CINEMARK USA, INC.
(Exact Name of Registrant as Specified in Charter)
<Table>
333-45417
333-11895
TEXAS 33-47040 75-2206284
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</Table>
3900 DALLAS PARKWAY
SUITE 500
DALLAS, TEXAS 75093
(Address and Zip Code of Principal Executive Offices)
(972) 665-1000
(Registrant's telephone number, including area code)
ITEM 9. REGULATION FD DISCLOSURE.
On January 30, 2003, Cinemark USA, Inc., a Texas corporation (the "Company"),
announced that it intends to issue, subject to market and other conditions,
approximately $150 million of Senior Subordinated Notes due 2013 by means of a
private placement. The notes will be offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended,
and to non-U.S. persons in reliance on Regulation S under the Securities Act.
The Company will use the net proceeds from the offering to refinance a portion
of its existing senior indebtedness.
The following is certain information that will be disclosed by the Company
in connection with the offering.
RECENT DEVELOPMENTS
The following table presents the Company's estimated unaudited results for
the year ended December 31, 2002 and historical results for the year ended
December 31, 2001:
<Table>
<Caption>
YEAR ENDED
DECEMBER 31,
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2001 2002
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(DOLLARS IN MILLIONS)
(UNAUDITED)
CONSOLIDATED:
Revenues.................................................. $853.7 $939.0
EBITDA(1)................................................. 170.0 204.7
Cash and cash equivalents................................. 50.2 62.8
Total long-term debt, including current portion........... 781.0 692.6
Ratio of net debt to EBITDA(1)(2)......................... 4.3x 3.1x
RESTRICTED GROUP:(3)
Revenues.................................................. $703.7 $776.5
EBITDA(1)................................................. 143.6 173.4
Cash and cash equivalents................................. 19.2 28.5
Total long-term debt, including current portion........... 674.2 596.9
Ratio of net debt to EBITDA(1)(2)......................... 4.6x 3.3x
</Table>
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(1) EBITDA represents operating income before depreciation and amortization,
asset impairment loss, (gain) loss on sale of assets and other, changes in
deferred lease expense and accrued and unpaid compensation expense relating
to any stock option plans. EBITDA is a non-GAAP financial measure commonly
used in our industry and should not be construed as an alternative to net
income or operating income as an indicator of operating performance or as an
alternative to cash flows for operating activities as a measure of liquidity
(as determined in accordance with generally accepted accounting principles
in the U.S.). EBITDA may not be comparable to similarly titled measures
reported by other companies. EBITDA for 2002 includes a non-recurring charge
of approximately $3.1 million related to legal, accounting and other
professional fees and costs associated with the proposed initial public
offering of Cinemark, Inc., the parent company of Cinemark USA, Inc., the
closing of which was postponed due to unfavorable market conditions.
(2) Net debt represents total debt less cash and cash equivalents.
(3) The restrictive covenants in the Company's senior subordinated note
indentures apply only to Cinemark USA, Inc. and its restricted subsidiaries
(the "Restricted Group"). This data presents certain information with
respect to the Restricted Group only.
The Company's estimated unaudited results for 2002 were consistent with the
strong U.S. box office performance in 2002, however, historical results are not
necessarily indicative of future results. Additionally, the audit of the
Company's 2002 results has not yet been completed and, accordingly, the amounts
the Company reports following the completion of its audit may differ from these
estimates. The Company generally incurs indebtedness under its revolving credit
facility during the first quarter of each year and repays these amounts during
the subsequent quarters of the year.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINEMARK USA, INC.
Date: January 30, 2003 By: /s/ MICHAEL D. CAVALIER
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Name: Michael D. Cavalier
Title: Vice President and
General Counsel