##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 Commission File Number: 001-33401
 CINEMARK HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    20-5490327
(I.R.S. Employer
Identification No.)3900 Dallas ParkwaySuite 500Plano, Texas
    
    75093(Address of principal executive offices)
    
    (Zip Code)
   þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2009
and December 31, 2008 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three and
nine months ended September 30, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2009 and 2008 (unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    25Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 4. Controls and Procedures
    
    
    40PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    41Item 1A. Risk Factors
    
    
    41Item 6. Exhibits
    
    
    42SIGNATURES
    
    
    43EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Cautionary Statement Regarding Forward-Looking Statements
  3




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
 September 30,
    
    December 31,2009
    
    2008AssetsCurrent assetsCash and cash equivalents
    
    $
    359,103
    
    
    $
    349,603Inventories
    
    
    8,532
    
    
    
    8,024Accounts receivable
    
    
    26,794
    
    
    
    24,688Income tax receivable
    
    
    3,076
    
    
    
    8,948Current deferred tax asset
    
    
    2,813
    
    
    
    2,799Prepaid expenses and other
    
    
    9,779
    
    
    
    9,319Total current assets
    
    
    410,097
    
    
    
    403,381Theatre properties and equipment
    
    
    1,899,423
    
    
    
    1,764,600Less accumulated depreciation and amortization
    
    
    680,765
    
    
    
    556,317Theatre properties and equipment  net
    
    
    1,218,658
    
    
    
    1,208,283Other assetsGoodwill
    
    
    1,112,717
    
    
    
    1,039,818Intangible assets  net
    
    
    343,621
    
    
    
    341,768Investment in NCM
    
    
    34,492
    
    
    
    19,141Investments in and advances to affiliates
    
    
    4,259
    
    
    
    4,284Deferred charges and other assets  net
    
    
    54,872
    
    
    
    49,033Total other assets
    
    
    1,549,961
    
    
    
    1,454,044Total assets
    
    $
    3,178,716
    
    
    $
    3,065,708Liabilities and stockholders equityCurrent liabilitiesCurrent portion of long-term debt
    
    $
    12,531
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    7,139
    
    
    
    5,532Current liability for uncertain tax positions
    
    
    10,775
    
    
    
    10,775Accounts payable and accrued expenses
    
    
    182,001
    
    
    
    202,413Total current liabilities
    
    
    212,446
    
    
    
    231,170Long-term liabilitiesLong-term debt, less current portion
    
    
    1,534,093
    
    
    
    1,496,012Capital lease obligations, less current portion
    
    
    134,883
    
    
    
    118,180Deferred income taxes
    
    
    123,409
    
    
    
    135,417Liability for uncertain tax positions
    
    
    15,505
    
    
    
    6,748Deferred lease expenses
    
    
    26,849
    
    
    
    23,371Deferred revenue  NCM
    
    
    203,623
    
    
    
    189,847Other long-term liabilities
    
    
    45,196
    
    
    
    40,736Total long-term liabilities
    
    
    2,083,558
    
    
    
    2,010,311Commitments and contingencies (see Note 18)Stockholders equityCinemark Holdings, Inc.s stockholders equity:Common stock, $0.001 par value: 300,000,000 shares authorized
and
109,335,566 shares issued and outstanding at September 30,
2009 and
108,835,365 shares issued and outstanding at December 31, 2008
    
    
    109
    
    
    
    109Additional paid-in-capital
    
    
    966,167
    
    
    
    962,353Retained deficit
    
    
    (80,704
    )
    
    
    (78,859
    )Accumulated other comprehensive loss
    
    
    (18,962
    )
    
    
    (72,347
    )Total Cinemark Holdings, Inc.s stockholders equity
    
    
    866,610
    
    
    
    811,256Noncontrolling interests
    
    
    16,102
    
    
    
    12,971Total stockholders equity
    
    
    882,712
    
    
    
    824,227Total liabilities and stockholders equity
    
    $
    3,178,716
    
    
    $
    3,065,708
  4




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, unaudited)
 Three months ended September 30,
    
    Nine months ended September 30,2009
    
    2008
    
    2009
    
    2008RevenuesAdmissions
    
    $
    322,915
    
    
    $
    308,453
    
    
    $
    941,886
    
    
    $
    865,245Concession
    
    
    152,938
    
    
    
    146,076
    
    
    
    441,895
    
    
    
    409,707Other
    
    
    20,972
    
    
    
    21,694
    
    
    
    56,352
    
    
    
    59,521Total revenues
    
    
    496,825
    
    
    
    476,223
    
    
    
    1,440,133
    
    
    
    1,334,473Cost of operationsFilm rentals and advertising
    
    
    175,993
    
    
    
    169,260
    
    
    
    513,945
    
    
    
    471,199Concession supplies
    
    
    23,485
    
    
    
    24,489
    
    
    
    67,229
    
    
    
    66,443Salaries and wages
    
    
    52,675
    
    
    
    47,405
    
    
    
    149,095
    
    
    
    135,313Facility lease expense
    
    
    61,545
    
    
    
    58,936
    
    
    
    176,478
    
    
    
    171,382Utilities and other
    
    
    61,341
    
    
    
    57,280
    
    
    
    164,237
    
    
    
    155,856General and administrative expenses
    
    
    23,517
    
    
    
    22,741
    
    
    
    68,980
    
    
    
    67,808Depreciation and amortization
    
    
    38,207
    
    
    
    38,115
    
    
    
    111,875
    
    
    
    113,362Amortization of favorable/unfavorable leases
    
    
    301
    
    
    
    702
    
    
    
    970
    
    
    
    2,105Impairment of long-lived assets
    
    
    3,146
    
    
    
    2,316
    
    
    
    8,115
    
    
    
    8,145Loss on sale of assets and other
    
    
    944
    
    
    
    2,301
    
    
    
    2,402
    
    
    
    3,211Total cost of operations
    
    
    441,154
    
    
    
    423,545
    
    
    
    1,263,326
    
    
    
    1,194,824Operating income
    
    
    55,671
    
    
    
    52,678
    
    
    
    176,807
    
    
    
    139,649Other income (expense)Interest expense
    
    
    (25,893
    )
    
    
    (27,613
    )
    
    
    (77,006
    )
    
    
    (89,747
    )Interest income
    
    
    1,036
    
    
    
    3,779
    
    
    
    3,805
    
    
    
    10,463Foreign currency exchange gain
    
    
    383
    
    
    
    325
    
    
    
    921
    
    
    
    85Loss on early retirement of debt
    
    
    (1,083
    )
    
    
    
    
    
    
    (27,878
    )
    
    
    (40
    )Distributions from NCM
    
    
    4,162
    
    
    
    3,592
    
    
    
    15,768
    
    
    
    12,177Equity in loss of affiliates
    
    
    (35
    )
    
    
    (415
    )
    
    
    (1,055
    )
    
    
    (1,742
    )Total other expense
    
    
    (21,430
    )
    
    
    (20,332
    )
    
    
    (85,445
    )
    
    
    (68,804
    )Income before income taxes
    
    
    34,241
    
    
    
    32,346
    
    
    
    91,362
    
    
    
    70,845Income taxes
    
    
    12,186
    
    
    
    10,367
    
    
    
    31,149
    
    
    
    25,848Net income
    
    $
    22,055
    
    
    $
    21,979
    
    
    $
    60,213
    
    
    $
    44,997Less: Net income attributable to noncontrolling
interests
    
    
    1,044
    
    
    
    1,531
    
    
    
    2,967
    
    
    
    3,775Net income attributable to Cinemark Holdings, Inc.
    
    $
    21,011
    
    
    $
    20,448
    
    
    $
    57,246
    
    
    $
    41,222Weighted average shares outstandingBasic
    
    
    108,549
    
    
    
    107,101
    
    
    
    108,499
    
    
    
    107,022Diluted
    
    
    110,372
    
    
    
    109,336
    
    
    
    110,075
    
    
    
    109,223Earnings per share attributable to Cinemark Holdings, Inc.s
common stockholdersBasic
    
    $
    0.19
    
    
    $
    0.19
    
    
    $
    0.52
    
    
    $
    0.38Diluted
    
    $
    0.19
    
    
    $
    0.19
    
    
    $
    0.52
    
    
    $
    0.38
  5




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 Nine months ended September 30,2009
    
    2008Operating activitiesNet income
    
    $
    60,213
    
    
    $
    44,997Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    108,782
    
    
    
    110,372Amortization of intangible and other assets and unfavorable leases
    
    
    4,063
    
    
    
    5,095Amortization of long-term prepaid rents
    
    
    1,074
    
    
    
    1,292Amortization of debt issue costs
    
    
    3,583
    
    
    
    3,526Amortization of debt discount
    
    
    180
    
    
    
    Amortization of deferred revenues, deferred lease incentives and other
    
    
    (3,479
    )
    
    
    (2,739
    )Amortization of accumulated other comprehensive loss related to interest rate swap agreement
    
    
    3,475
    
    
    
    193Noncash gain related to fair value adjustment on interest rate swap agreement
    
    
    
    
    
    
    (3,324
    )Impairment of long-lived assets
    
    
    8,115
    
    
    
    8,145Share based awards compensation expense
    
    
    3,419
    
    
    
    3,338Loss on sale of assets and other
    
    
    2,402
    
    
    
    3,211Write-off of unamortized debt issue costs related to early retirement of debt
    
    
    6,337
    
    
    
    193Accretion of interest on senior discount notes
    
    
    8,085
    
    
    
    30,310Deferred lease expenses
    
    
    3,189
    
    
    
    2,856Deferred income tax expenses
    
    
    (13,694
    )
    
    
    (20,844
    )Equity in loss of affiliates
    
    
    1,055
    
    
    
    1,742Interest paid on repurchased senior discount notes
    
    
    (158,349
    )
    
    
    (2,929
    )Increase in deferred revenue related to new U.S. beverage agreement
    
    
    6,550
    
    
    
    Other
    
    
    1,725
    
    
    
    Changes in assets and liabilities
    
    
    (16,054
    )
    
    
    (15,711
    )Net cash provided by operating activities
    
    
    30,671
    
    
    
    169,723Investing activitiesAdditions to theatre properties and equipment
    
    
    (85,603
    )
    
    
    (71,335
    )Proceeds from sale of theatre properties and equipment
    
    
    721
    
    
    
    2,461Increase in escrow deposits due to like-kind exchange
    
    
    
    
    
    
    (2,089
    )Return of escrow deposits
    
    
    
    
    
    
    24,828Acquisition of theatres in the U.S.
    
    
    (48,950
    )
    
    
    (5,011
    )Acquisition of theatres in Brazil
    
    
    (9,061
    )
    
    
    (5,100
    )Investment in joint venture  DCIP
    
    
    (2,500
    )
    
    
    (2,500
    )Other
    
    
    
    
    
    
    231Net cash used for investing activities
    
    
    (145,393
    )
    
    
    (58,515
    )Financing activitiesProceeds from stock option exercises
    
    
    372
    
    
    
    1,232Dividends paid to stockholders
    
    
    (58,949
    )
    
    
    (57,944
    )Retirement of senior subordinated notes
    
    
    
    
    
    
    (3
    )Repurchase of senior discount notes
    
    
    (261,054
    )
    
    
    (6,174
    )Proceeds from issuance of senior notes
    
    
    458,532
    
    
    
    Payment of debt issue costs
    
    
    (12,601
    )
    
    
    Repayments of long-term debt
    
    
    (9,436
    )
    
    
    (7,260
    )Payments on capital leases
    
    
    (4,410
    )
    
    
    (3,617
    )Other
    
    
    (874
    )
    
    
    (1,099
    )Net cash provided by (used for) financing activities
    
    
    111,580
    
    
    
    (74,865
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    12,642
    
    
    
    (3,089
    )Increase in cash and cash equivalents
    
    
    9,500
    
    
    
    33,254Cash and cash equivalents:Beginning of period
    
    
    349,603
    
    
    
    338,043End of period
    
    $
    359,103
    
    
    $
    371,297Supplemental Information (See Note 15)
  6




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 1.
    
    The Company and Basis of Presentation
    2.
    
    New Accounting Pronouncements
 Business Combinations
 Noncontrolling Interest
in Consolidated Financial Statements
 7




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Disclosures about Derivative
Instruments and Hedging Activitiesan Amendment of FASB Statement No. 133
 Determining Whether Instruments Granted in Share Based Payment Transactions Are
Participating Securities
 Interim Disclosures about Fair Value of Financial Instruments
 September 30, 2009
    
    December 31, 2008Carrying
    
    Fair
    
    Carrying
    
    FairValue
    
    Value
    
    Value
    
    ValueDebt (see Note 9)
    
    $
    (1,546,624
    )
    
    $
    (1,557,565
    )
    
    $
    (1,508,462
    )
    
    $
    (1,449,147
    )Interest rate swap agreements (see Note 10)
    
    $
    (20,347
    )
    
    $
    (20,347
    )
    
    $
    (24,781
    )
    
    $
    (24,781
    )
 Subsequent Events
 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles
 8




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  3.
    
    Earnings Per Share
   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Numerator:Net income attributable to Cinemark Holdings, Inc.
    
    $
    21,011
    
    
    $
    20,448
    
    
    $
    57,246
    
    
    $
    41,222Earnings allocated to participating share-based awards(1)
    
    
    (142
    )
    
    
    (74
    )
    
    
    (318
    )
    
    
    (98
    )Net income attributable to common stockholders
    
    $
    20,869
    
    
    $
    20,374
    
    
    $
    56,928
    
    
    $
    41,124Denominator(shares in thousands):Basic weighted average common stock outstanding
    
    
    108,549
    
    
    
    107,101
    
    
    
    108,499
    
    
    
    107,022Common equivalent shares for stock options
    
    
    1,770
    
    
    
    2,214
    
    
    
    1,515
    
    
    
    2,167Common equivalent shares for restricted stock units
    
    
    53
    
    
    
    21
    
    
    
    61
    
    
    
    34Diluted
    
    
    110,372
    
    
    
    109,336
    
    
    
    110,075
    
    
    
    109,223Basic earnings per share attributable to common stockholders
    
    $
    0.19
    
    
    $
    0.19
    
    
    $
    0.52
    
    
    $
    0.38Diluted earnings per share attributable to common stockholders
    
    $
    0.19
    
    
    $
    0.19
    
    
    $
    0.52
    
    
    $
    0.38
 
 (1)
    
    For the three months ended September 30, 2009 and 2008, a weighted
average of approximately 767 and 387 shares of unvested restricted stock, respectively, are
considered participating securities. For the nine months ended September 30, 2009 and 2008, a
weighted average of approximately 606 and 255 shares of unvested restricted stock,
respectively, are considered participating securities. 9




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 4.
    
    Stockholders Equity
  CinemarkHoldings, Inc.
    
    
    
    
    
    TotalStockholders
    
    Noncontrolling
    
    StockholdersEquity
    
    Interests
    
    EquityBalance at January 1, 2009
    
    $
    811,256
    
    
    $
    12,971
    
    
    $
    824,227Share based awards compensation expense
    
    
    3,419
    
    
    
    
    
    
    
    3,419Exercise of stock options
    
    
    372
    
    
    
    
    
    
    
    372Dividends paid to stockholders
    
    
    (58,949
    )
    
    
    
    
    
    
    (58,949
    )Dividends accrued on unvested restricted stock unit awards
    
    
    (142
    )
    
    
    
    
    
    
    (142
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (780
    )
    
    
    (780
    )Purchase of noncontrolling interest share of an Argentina subsidiary
    
    
    23
    
    
    
    (117
    )
    
    
    (94
    )Comprehensive income:Net income
    
    
    57,246
    
    
    
    2,967
    
    
    
    60,213Fair value adjustments on interest rate swap agreements,
net of taxes of $1,672
    
    
    2,762
    
    
    
    
    
    
    
    2,762Amortization of accumulated other comprehensive loss on
terminated swap agreement
    
    
    3,475
    
    
    
    
    
    
    
    3,475Foreign currency translation adjustment
    
    
    47,148
    
    
    
    1,061
    
    
    
    48,209Balance at September 30, 2009
    
    $
    866,610
    
    
    $
    16,102
    
    
    $
    882,712
  Amount perDate
    
    Date of
    
    
    
    Common
    
    TotalDeclared
    
    Record
    
    Date Paid
    
    Share
    
    Dividends(1)02/13/09
    
    03/05/09
    
    03/20/09
    
    $
    0.18
    
    
    $
    19,59505/13/09
    
    06/02/09
    
    06/18/09
    
    $
    0.18
    
    
    $
    19,67407/29/09
    
    08/17/09
    
    09/01/09
    
    $
    0.18
    
    
    $
    19,680
 
 (1)
    
    Of the $59,091 of dividends recorded during 2009, $142 was related to
outstanding restricted stock units and will not be paid until such units vest. See Note 8. 10




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 CinemarkHoldings, Inc.
    
    
    
    
    
    TotalStockholders
    
    Noncontrolling
    
    StockholdersEquity
    
    Interests
    
    EquityBalance at January 1, 2008
    
    $
    1,019,203
    
    
    $
    16,182
    
    
    $
    1,035,385Share based awards compensation expense
    
    
    3,338
    
    
    
    
    
    
    
    3,338Exercise of stock options
    
    
    1,232
    
    
    
    
    
    
    
    1,232Dividends paid to stockholders
    
    
    (57,944
    )
    
    
    
    
    
    
    (57,944
    )Dividends accrued on unvested restricted stock unit awards
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (1,187
    )
    
    
    (1,187
    )Contributions made by noncontrolling interests
    
    
    
    
    
    
    584
    
    
    
    584Comprehensive income:Net income
    
    
    41,222
    
    
    
    3,775
    
    
    
    44,997Fair value adjustments on interest rate swap agreements,
net of taxes of $5,169
    
    
    (9,854
    )
    
    
    
    
    
    
    (9,854
    )Amortization of accumulated other comprehensive loss on
terminated swap agreement
    
    
    193
    
    
    
    
    
    
    
    193Foreign currency translation adjustment
    
    
    (15,398
    )
    
    
    (962
    )
    
    
    (16,360
    )Balance at September 30, 2008
    
    $
    981,942
    
    
    $
    18,392
    
    
    $
    1,000,334
  5.
    
    Acquisition of U.S. Theatres
   Theatre properties and equipment
    
    $
    25,575Brandname
    
    
    3,500Noncompete agreement
    
    
    1,630Goodwill
    
    
    44,565Unfavorable lease
    
    
    (3,600
    )Capital lease liability (for one theatre)
    
    
    (22,720
    )Total
    
    $
    48,950
  11




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 6.
    
    Investment in National CineMedia
      12




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Other revenue
    
    $
    1,466
    
    
    $
    827
    
    
    $
    4,336
    
    
    $
    1,749Equity income
    
    $
    979
    
    
    $
    530
    
    
    $
    1,387
    
    
    $
    567Distributions from NCM
    
    $
    4,162
    
    
    $
    3,592
    
    
    $
    15,768
    
    
    $
    12,177
 As ofSeptember 30,
    
    December 31,2009
    
    2008Accounts receivable from NCM
    
    $
    398
    
    
    $
    228
  Three Months
    
    Three Months
    
    Nine Months
    
    Nine MonthsEnded
    
    Ended
    
    Ended
    
    EndedOctober 1,
    
    September 25,
    
    October 1,
    
    September 25,2009
    
    2008
    
    2009
    
    2008Gross revenues
    
    $
    95,711
    
    
    $
    107,709
    
    
    $
    262,120
    
    
    $
    257,097Operating income
    
    $
    46,139
    
    
    $
    57,207
    
    
    $
    107,827
    
    
    $
    113,995Net earnings
    
    $
    33,301
    
    
    $
    47,009
    
    
    $
    77,703
    
    
    $
    77,925
 7.
    
    Investment in Digital Cinema Implementation Partners
   8.
    
    Share Based Awards
   13




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Stock Options 
 WeightedAverageWeighted
    
    Grant
    
    AggregateNumber of


    
    Average
    
    Date Fair
    
    IntrinsicOptions
    
    Exercise Price
    
    Value
    
    ValueOutstanding at December 31, 2008
    
    
    6,139,670
    
    
    $
    7.63
    
    
    $
    3.51Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (48,577
    )
    
    $
    7.63
    
    
    $
    3.51Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding at September 30, 2009
    
    
    6,091,093
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    16,629Options exercisable at September
30, 2009
    
    
    6,091,093
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    16,629
    Restricted Stock
  WeightedShares of
    
    AverageRestricted
    
    Grant DateStock
    
    Fair ValueOutstanding at December 31, 2008
    
    
    385,666
    
    
    $
    13.32Granted
    
    
    472,881
    
    
    $
    9.69Forfeited
    
    
    (21,257
    )
    
    $
    11.17Vested
    
    
    (70,493
    )
    
    $
    13.77Outstanding at September 30, 2009
    
    
    766,797
    
    
    $
    11.10Unvested restricted stock at September 30, 2009
    
    
    766,797
    
    
    $
    11.10
  14




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Restricted Stock Units
  Number ofShares
    
    Value atVesting
    
    Grantat IRR of at least 8.5%
    
    
    101,051
    
    
    $
    963at IRR of at least 10.5%
    
    
    202,117
    
    
    $
    1,927at IRR of at least 12.5%
    
    
    303,168
    
    
    $
    2,891
   WeightedAverageNumber of
    
    Grant DateUnits
    
    Fair ValueUnvested restricted stock units at December 31, 2008(1) (2)
    
    
    135,027
    
    
    $
    13.00Granted(1)
    
    
    192,407
    
    
    $
    9.54Forfeited
    
    
    (13,279
    )
    
    $
    11.02Vested
    
    
    
    
    
    
    Unvested restricted stock units at September 30, 2009
    
    
    314,155
    
    
    $
    10.96
 
 (1)
    
    Represents the number of shares to be issued, net of estimated forfeitures, if the mid-point IRR level is achieved for each respective grant.(2)
    
    The terms of these awards are similar to those discussed for the awards granted during the nine months ended September 30, 2009.  15




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##### Table of Contents



CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 9.
    
    Long-Term Debt Activity
 Issuance of 8.625% Senior Notes Due 2019
 3 4
     16




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
    Cash Tender Offer and Subsequent Call of 9 3/4% Senior Discount Notes due 2014
 3 4 3 4
  3 4
  Fair Value of Long Term Debt
  17




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 10.
    
    Interest Rate Swap Agreements
      18




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Beginning liability balance   January 1, 2009
    
    $
    24,781Total gain included in accumulated other comprehensive loss
    
    
    (4,434
    )Ending liability balance  September 30, 2009
    
    $
    20,347
 11. Goodwill and Other Intangible Assets
  U.S.
    
    InternationalOperating
    
    OperatingSegment
    
    Segment
    
    TotalBalance at December 31, 2008
    
    $
    903,461
    
    
    $
    136,357
    
    
    $
    1,039,818Acquisition of theatres (1)
    
    
    44,565
    
    
    
    6,270
    
    
    
    50,835Foreign currency translation adjustments
    
    
    
    
    
    
    22,064
    
    
    
    22,064Balance at September 30, 2009
    
    $
    948,026
    
    
    $
    164,691
    
    
    $
    1,112,717
 
 (1)
    
    Includes goodwill recorded as a result of the acquisition of theatres in the
U.S. (see Note 5) and a theatre in Brazil.   19




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atDecember 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 30,2008
    
    Additions(1)
    
    Amortization
    
    Other(2)
    
    2009Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    $
    55,840
    
    
    $
    (375
    )
    
    $
    
    
    
    $
    685
    
    
    $
    56,150Accumulated amortization
    
    
    (26,664
    )
    
    
    
    
    
    
    (2,381
    )
    
    
    
    
    
    
    (29,045
    )Net carrying amount
    
    
    29,176
    
    
    
    (375
    )
    
    
    (2,381
    )
    
    
    685
    
    
    
    27,105Other intangible assets:Gross carrying amount
    
    
    22,856
    
    
    
    5,130
    
    
    
    
    
    
    
    (1,210
    )
    
    
    26,776Accumulated amortization
    
    
    (19,366
    )
    
    
    
    
    
    
    (1,799
    )
    
    
    772
    
    
    
    (20,393
    )Net carrying amount
    
    
    3,490
    
    
    
    5,130
    
    
    
    (1,799
    )
    
    
    (438
    )
    
    
    6,383Total net intangible assets with finite lives
    
    
    32,666
    
    
    
    4,755
    
    
    
    (4,180
    )
    
    
    247
    
    
    
    33,488Intangible assets with indefinite lives:Tradename
    
    
    309,102
    
    
    
    
    
    
    
    
    
    
    
    1,031
    
    
    
    310,133Total intangible assets  net
    
    $
    341,768
    
    
    $
    4,755
    
    
    $
    (4,180
    )
    
    $
    1,278
    
    
    $
    343,621
 
 (1)
    
    The additions to other intangible assets are a result of the acquisition of
theatres in the U.S. as discussed in Note 5. The reduction in vendor contracts is a result of
an adjustment to the preliminary purchase price allocation related to the acquisition of
theatres in Brazil, which occurred during 2008.(2)
    
    Includes foreign currency translation adjustments, impairment and write-offs
for closed theatres. See Note 12 for summary of impairment charges.  For the three months ended December 31, 2009
    
    $
    1,311For the twelve months ended December 31, 2010
    
    
    5,449For the twelve months ended December 31, 2011
    
    
    5,160For the twelve months ended December 31, 2012
    
    
    4,273For the twelve months ended December 31, 2013
    
    
    3,543Thereafter
    
    
    13,752Total
    
    $
    33,488
 12.
    
    Impairment of Long-Lived Assets
   20




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008United State theatre properties
    
    $
    2,817
    
    
    $
    851
    
    
    $
    7,482
    
    
    $
    6,397International theatre properties
    
    
    42
    
    
    
    1,254
    
    
    
    275
    
    
    
    1,537Subtotal
    
    $
    2,859
    
    
    $
    2,105
    
    
    $
    7,757
    
    
    $
    7,934Intangible assets
    
    
    287
    
    
    
    211
    
    
    
    358
    
    
    
    211Impairment of long-lived assets
    
    $
    3,146
    
    
    $
    2,316
    
    
    $
    8,115
    
    
    $
    8,145
  13. Foreign Currency Translation
       21




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 14.
Comprehensive Income (Loss)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Net income
    
    $
    22,055
    
    
    $
    21,979
    
    
    $
    60,213
    
    
    $
    44,997Fair value adjustments on interest rate swap agreements ,
net of taxes (see Note 10)
    
    
    (843
    )
    
    
    (10,941
    )
    
    
    2,762
    
    
    
    (9,854
    )Amortization of accumulated other comprehensive loss
related to terminated swap agreement (see Note 10)
    
    
    1,158
    
    
    
    193
    
    
    
    3,475
    
    
    
    193Foreign currency translation adjustment (see Note 13)
    
    
    14,668
    
    
    
    (44,010
    )
    
    
    48,209
    
    
    
    (16,360
    )Comprehensive income (loss)
    
    $
    37,038
    
    
    $
    (32,779
    )
    
    $
    114,659
    
    
    $
    18,976Comprehensive income attributable to noncontrolling
interests (1)
    
    
    (1,978
    )
    
    
    (359
    )
    
    
    (4,028
    )
    
    
    (2,813
    )Comprehensive income (loss) attributable to Cinemark Holdings, Inc.
    
    $
    35,060
    
    
    $
    (33,138
    )
    
    $
    110,631
    
    
    $
    16,163
 
 (1)
    
    Comprehensive income attributable to noncontrolling interests
consisted of net income and foreign currency translation adjustments. 15. Supplemental Cash Flow Information
  Nine Months EndedSeptember 30,2009
    
    2008Cash paid for interest (1)
    
    $
    209,198
    
    
    $
    61,824Cash paid for income taxes, net of refunds received
    
    $
    35,277
    
    
    $
    26,904Noncash investing and financing activities:Change in accounts payable and accrued expenses for the
acquisition of theatre properties and equipment
(2)
    
    $
    (4,568
    )
    
    $
    1,798Theatre properties acquired under capital lease (3)
    
    $
    20,400
    
    
    $
    7,911Investment in NCM (see Note 6)
    
    $
    15,536
    
    
    $
    19,020Dividends accrued on unvested restricted stock unit awards
    
    $
    (142
    )
    
    $
    (50
    )
 
 (1)
    
    Includes $158,349 of interest paid as a result of the repurchase of
approximately $419,403 aggregate principal amount of the Companys 9 3/4% senior
discount notes. The interest portion of the repurchase had accreted on the senior
discount notes since issuance during 2004.(2)
    
    Additions to theatre properties and equipment included in accounts payable
as of December 31, 2008 and September 30, 3009 were $13,989 and $9,421, respectively.(3)
    
    Amount recorded during the nine months ended September 30, 2009 was a
result of the acquisition of theatres in the U.S. as discussed in Note 5. 16. Segments
  22




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008RevenuesU.S.
    
    $
    378,046
    
    
    $
    358,935
    
    
    $
    1,139,065
    
    
    $
    1,027,982International
    
    
    119,866
    
    
    
    118,448
    
    
    
    304,024
    
    
    
    309,457Eliminations
    
    
    (1,087
    )
    
    
    (1,160
    )
    
    
    (2,956
    )
    
    
    (2,966
    )Total Revenues
    
    $
    496,825
    
    
    $
    476,223
    
    
    $
    1,440,133
    
    
    $
    1,334,473Adjusted EBITDAU.S.
    
    $
    77,907
    
    
    $
    75,163
    
    
    $
    260,202
    
    
    $
    218,854International
    
    
    26,932
    
    
    
    26,975
    
    
    
    63,417
    
    
    
    67,281Total Adjusted EBITDA
    
    $
    104,839
    
    
    $
    102,138
    
    
    $
    323,619
    
    
    $
    286,135Capital ExpendituresU.S.
    
    $
    15,429
    
    
    $
    12,296
    
    
    $
    58,851
    
    
    $
    50,681International
    
    
    9,256
    
    
    
    7,123
    
    
    
    26,752
    
    
    
    20,654Total Capital Expenditures
    
    $
    24,685
    
    
    $
    19,419
    
    
    $
    85,603
    
    
    $
    71,335
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Net income
    
    $
    22,055
    
    
    $
    21,979
    
    
    $
    60,213
    
    
    $
    44,997Add (deduct):Income taxes
    
    
    12,186
    
    
    
    10,367
    
    
    
    31,149
    
    
    
    25,848Interest expense (1)
    
    
    25,893
    
    
    
    27,613
    
    
    
    77,006
    
    
    
    89,747Loss on early retirement of debt
    
    
    1,083
    
    
    
    
    
    
    
    27,878
    
    
    
    40Other income (2)
    
    
    (1,384
    )
    
    
    (3,689
    )
    
    
    (3,671
    )
    
    
    (8,806
    )Depreciation and amortization
    
    
    38,207
    
    
    
    38,115
    
    
    
    111,875
    
    
    
    113,362Amortization of favorable/unfavorable leases
    
    
    301
    
    
    
    702
    
    
    
    970
    
    
    
    2,105Impairment of long-lived assets
    
    
    3,146
    
    
    
    2,316
    
    
    
    8,115
    
    
    
    8,145Loss on sale of assets and other
    
    
    944
    
    
    
    2,301
    
    
    
    2,402
    
    
    
    3,211Deferred lease expenses
    
    
    1,067
    
    
    
    710
    
    
    
    3,189
    
    
    
    2,856Amortization of long-term prepaid rents
    
    
    323
    
    
    
    463
    
    
    
    1,074
    
    
    
    1,292Share based awards compensation expense
    
    
    1,018
    
    
    
    1,261
    
    
    
    3,419
    
    
    
    3,338Adjusted EBITDA
    
    $
    104,839
    
    
    $
    102,138
    
    
    $
    323,619
    
    
    $
    286,135
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain, and equity in loss of
affiliates and excludes distributions from NCM. Distributions from NCM are reported
entirely within the U.S. operating segment. 23




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 Financial Information About Geographic Areas
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,Revenues
    
    2009
    
    2008
    
    2009
    
    2008U.S. and Canada
    
    $
    378,046
    
    
    $
    358,935
    
    
    $
    1,139,065
    
    
    $
    1,027,982Brazil
    
    
    61,132
    
    
    
    57,780
    
    
    
    153,713
    
    
    
    149,414Mexico
    
    
    18,666
    
    
    
    23,290
    
    
    
    48,195
    
    
    
    63,694Other foreign
countries
    
    
    40,068
    
    
    
    37,378
    
    
    
    102,116
    
    
    
    96,349Eliminations
    
    
    (1,087
    )
    
    
    (1,160
    )
    
    
    (2,956
    )
    
    
    (2,966
    )Total
    
    $
    496,825
    
    
    $
    476,223
    
    
    $
    1,440,133
    
    
    $
    1,334,473
 September 30,
    
    December 31,Theatre Properties and Equipment-net
    
    2009
    
    2008U.S. and Canada
    
    $
    1,051,207
    
    
    $
    1,073,551Brazil
    
    
    84,086
    
    
    
    58,641Mexico
    
    
    37,923
    
    
    
    38,290Other foreign countries
    
    
    45,442
    
    
    
    37,801Total
    
    $
    1,218,658
    
    
    $
    1,208,283
 17. Related Party Transactions
    18. Commitments and Contingencies
  19.
Subsequent Event  Dividend Declaration
  24




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Ice Age: Dawn of the Dinosaurs, Harry Potter and the
Half-Blood Prince, G.I. Joe: the Rise of the Cobra, Transformers: Revenge of the Fallen, Up, Star Trek, The Hangover, Night at the Museum 2: Battle of the Smithsonian, Monsters vs.
Aliens, X-Men Origins: Wolverine, Taken, Cloudy with a Chance of
Meatballs, The Proposal Fast & Furious. Twilight 2: New Moon, Alvin and the Chipmunks:
The Squeakuel, Paranormal Activity, Where the Wild Things Are, 2012,
Old Dogs, Sherlock Holmes, The Lovely Bones, The Princess and the
Frog, Avatar A Christmas Carol.
      Recent Developments
  25




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,Operating data (in millions):
    
    2009
    
    2008
    
    2009
    
    2008RevenuesAdmissions
    
    $
    322.9
    
    
    $
    308.5
    
    
    $
    941.9
    
    
    $
    865.3Concession
    
    
    153.0
    
    
    
    146.1
    
    
    
    441.9
    
    
    
    409.7Other
    
    
    20.9
    
    
    
    21.6
    
    
    
    56.3
    
    
    
    59.5Total revenues
    
    $
    496.8
    
    
    $
    476.2
    
    
    $
    1,440.1
    
    
    $
    1,334.5Cost of
operationsFilm rentals and advertising
    
    $
    175.9
    
    
    $
    169.3
    
    
    $
    513.9
    
    
    $
    471.2Concession supplies
    
    
    23.5
    
    
    
    24.5
    
    
    
    67.2
    
    
    
    66.4Salaries and wages
    
    
    52.7
    
    
    
    47.4
    
    
    
    149.1
    
    
    
    135.3Facility lease expense
    
    
    61.6
    
    
    
    58.9
    
    
    
    176.5
    
    
    
    171.4Utilities and other
    
    
    61.4
    
    
    
    57.3
    
    
    
    164.3
    
    
    
    155.9General and administrative expenses
    
    
    23.5
    
    
    
    22.7
    
    
    
    69.0
    
    
    
    67.8Depreciation and amortization
    
    
    38.5
    
    
    
    38.8
    
    
    
    112.8
    
    
    
    115.5Impairment of long-lived assets
    
    
    3.1
    
    
    
    2.3
    
    
    
    8.1
    
    
    
    8.1Loss on sale of assets and other
    
    
    0.9
    
    
    
    2.3
    
    
    
    2.4
    
    
    
    3.2Total cost of
operations
    
    $
    441.1
    
    
    $
    423.5
    
    
    $
    1,263.3
    
    
    $
    1,194.8Operating income
    
    $
    55.7
    
    
    $
    52.7
    
    
    $
    176.8
    
    
    $
    139.7Operating data as a percentage of revenues:RevenuesAdmissions
    
    
    65.0
    %
    
    
    64.8
    %
    
    
    65.4
    %
    
    
    64.8
    %Concession
    
    
    30.8
    %
    
    
    30.7
    %
    
    
    30.7
    %
    
    
    30.7
    %Other
    
    
    4.2
    %
    
    
    4.5
    %
    
    
    3.9
    %
    
    
    4.5
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of
operations (1)Film rentals and advertising
    
    
    54.5
    %
    
    
    54.9
    %
    
    
    54.6
    %
    
    
    54.5
    %Concession supplies
    
    
    15.4
    %
    
    
    16.8
    %
    
    
    15.2
    %
    
    
    16.2
    %Salaries and wages
    
    
    10.6
    %
    
    
    10.0
    %
    
    
    10.4
    %
    
    
    10.1
    %Facility lease expense
    
    
    12.4
    %
    
    
    12.4
    %
    
    
    12.3
    %
    
    
    12.8
    %Utilities and other
    
    
    12.3
    %
    
    
    12.0
    %
    
    
    11.4
    %
    
    
    11.7
    %General and administrative expenses
    
    
    4.8
    %
    
    
    4.8
    %
    
    
    4.8
    %
    
    
    5.1
    %Depreciation and amortization
    
    
    7.8
    %
    
    
    8.2
    %
    
    
    7.9
    %
    
    
    8.7
    %Impairment of long-lived assets
    
    
    0.7
    %
    
    
    0.5
    %
    
    
    0.6
    %
    
    
    0.6
    %Loss on sale of assets and other
    
    
    0.2
    %
    
    
    0.5
    %
    
    
    0.2
    %
    
    
    0.3
    %Total cost of
operations
    
    
    88.8
    %
    
    
    88.9
    %
    
    
    87.7
    %
    
    
    89.5
    %Operating income
    
    
    11.2
    %
    
    
    11.1
    %
    
    
    12.3
    %
    
    
    10.5
    %Average screen count (month end average)
    
    
    4,901
    
    
    
    4,709
    
    
    
    4,849
    
    
    
    4,683Revenues per average screen (in dollars)
    
    $
    101,367
    
    
    $
    101,136
    
    
    $
    296,978
    
    
    $
    284,943
 
 (1)
    
    All costs are expressed as a percentage of total revenues, except film
rentals and advertising, which are expressed as a percentage of admissions
revenues and concession supplies, which are expressed as a percentage of
concession revenues. 26




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##### Table of Contents



Three months ended September 30, 2009 and 2008
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedSeptember 30,
    
    September 30,
    
    September 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues (in millions)
    
    $
    246.9
    
    
    $
    235.4
    
    
    
    4.9
    %
    
    $
    76.0
    
    
    $
    73.1
    
    
    
    4.0
    %
    
    $
    322.9
    
    
    $
    308.5
    
    
    
    4.7
    %Concession revenues (in millions)
    
    $
    119.8
    
    
    $
    112.5
    
    
    
    6.5
    %
    
    $
    33.2
    
    
    $
    33.6
    
    
    
    (1.2
    )%
    
    $
    153.0
    
    
    $
    146.1
    
    
    
    4.7
    %Other revenues (in millions) (1)
    
    $
    10.3
    
    
    $
    9.9
    
    
    
    4.0
    %
    
    $
    10.6
    
    
    $
    11.7
    
    
    
    (9.4
    )%
    
    $
    20.9
    
    
    $
    21.6
    
    
    
    (3.2
    )%Total revenues (in millions) (1)
    
    $
    377.0
    
    
    $
    357.8
    
    
    
    5.4
    %
    
    $
    119.8
    
    
    $
    118.4
    
    
    
    1.2
    %
    
    $
    496.8
    
    
    $
    476.2
    
    
    
    4.3
    %Attendance (in millions)
    
    
    41.0
    
    
    
    39.4
    
    
    
    4.1
    %
    
    
    19.4
    
    
    
    18.4
    
    
    
    5.4
    %
    
    
    60.4
    
    
    
    57.8
    
    
    
    4.5
    %Revenues per screen (in dollars) (1)
    
    $
    98,115
    
    
    $
    97,011
    
    
    
    1.1
    %
    
    $
    113,161
    
    
    $
    116,040
    
    
    
    (2.5
    )%
    
    $
    101,367
    
    
    $
    101,136
    
    
    
    0.2
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany
transactions with the international operating segment. See Note 16 of our condensed
consolidated financial statements.  Consolidated.
  U.S.
  International.
 27




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##### Table of Contents



Cost of Operations.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedSeptember 30,
    
    September 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    137.4
    
    
    $
    132.5
    
    
    $
    38.5
    
    
    $
    36.8
    
    
    $
    175.9
    
    
    $
    169.3Concession supplies
    
    
    14.8
    
    
    
    15.6
    
    
    
    8.7
    
    
    
    8.9
    
    
    
    23.5
    
    
    
    24.5Salaries and wages
    
    
    43.3
    
    
    
    38.2
    
    
    
    9.4
    
    
    
    9.2
    
    
    
    52.7
    
    
    
    47.4Facility lease expense
    
    
    45.2
    
    
    
    42.1
    
    
    
    16.4
    
    
    
    16.8
    
    
    
    61.6
    
    
    
    58.9Utilities and other
    
    
    45.1
    
    
    
    41.8
    
    
    
    16.3
    
    
    
    15.5
    
    
    
    61.4
    
    
    
    57.3
  Consolidated.
   U.S.
   International.
 28




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##### Table of Contents



General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Interest Income.
 Loss on Early Retirement of Debt. 3 4
 Distributions from NCM.
 Income Taxes.
 29




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##### Table of Contents



Nine months ended September 30, 2009 and 2008
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedNine Months Ended
    
    Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues (in millions)
    
    $
    748.6
    
    
    $
    672.5
    
    
    
    11.3
    %
    
    $
    193.3
    
    
    $
    192.8
    
    
    
    0.3
    %
    
    $
    941.9
    
    
    $
    865.3
    
    
    
    8.9
    %Concession revenues (in millions)
    
    $
    357.0
    
    
    $
    323.5
    
    
    
    10.4
    %
    
    $
    84.9
    
    
    $
    86.2
    
    
    
    (1.5
    )%
    
    $
    441.9
    
    
    $
    409.7
    
    
    
    7.9
    %Other revenues (in millions) (1)
    
    $
    30.5
    
    
    $
    29.0
    
    
    
    5.2
    %
    
    $
    25.8
    
    
    $
    30.5
    
    
    
    (15.4
    )%
    
    $
    56.3
    
    
    $
    59.5
    
    
    
    (5.4
    )%Total revenues (in millions) (1)
    
    $
    1,136.1
    
    
    $
    1,025.0
    
    
    
    10.8
    %
    
    $
    304.0
    
    
    $
    309.5
    
    
    
    (1.8
    )%
    
    $
    1,440.1
    
    
    $
    1,334.5
    
    
    
    7.9
    %Attendance (in millions)
    
    
    122.2
    
    
    
    112.2
    
    
    
    8.9
    %
    
    
    53.4
    
    
    
    48.7
    
    
    
    9.7
    %
    
    
    175.6
    
    
    
    160.9
    
    
    
    9.1
    %Revenues per screen (in dollars) (1)
    
    $
    298,615
    
    
    $
    279,372
    
    
    
    6.9
    %
    
    $
    291,016
    
    
    $
    305,094
    
    
    
    (4.6
    )%
    
    $
    296,978
    
    
    $
    284,943
    
    
    
    4.2
    %
 
 (1)
    
    U.S. operating segment revenues include eliminations of intercompany
transactions with the international operating segment. See Note 16 of our condensed
consolidated financial statements.  Consolidated.
  U.S.
  International.
 30




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##### Table of Contents



Cost of Operations.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedNine Months Ended
    
    Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    416.2
    
    
    $
    375.7
    
    
    $
    97.7
    
    
    $
    95.5
    
    
    $
    513.9
    
    
    $
    471.2Concession supplies
    
    
    45.4
    
    
    
    44.4
    
    
    
    21.8
    
    
    
    22.0
    
    
    
    67.2
    
    
    
    66.4Salaries and wages
    
    
    124.4
    
    
    
    111.0
    
    
    
    24.7
    
    
    
    24.3
    
    
    
    149.1
    
    
    
    135.3Facility lease expense
    
    
    132.9
    
    
    
    124.9
    
    
    
    43.6
    
    
    
    46.5
    
    
    
    176.5
    
    
    
    171.4Utilities and other
    
    
    122.7
    
    
    
    113.5
    
    
    
    41.6
    
    
    
    42.4
    
    
    
    164.3
    
    
    
    155.9
  Consolidated.
   U.S.
   International.
  31




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##### Table of Contents



General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Interest Income.
 Loss on Early Retirement of Debt. 3 4
 Distributions from NCM.
 Income Taxes.
 Liquidity and Capital Resources
 Operating Activities
 3 4
 32




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##### Table of Contents



Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalNine Months Ended September 30, 2009
    
    $
    32.1
    
    
    $
    53.5
    
    
    $
    85.6Nine Months Ended September 30, 2008
    
    $
    48.4
    
    
    $
    22.9
    
    
    $
    71.3
    Financing Activities
 3 4
  33




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##### Table of Contents



December 31,September 30, 2009
    
    2008Cinemark, USA, Inc. term loan
    
    $
    1,086.4
    
    
    $
    1,094.8Cinemark USA, Inc. 8
5/8% senior notes due 2019 (1)
    
    
    458.7
    
    
    
    Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    
    
    
    
    411.3Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    0.2
    
    
    
    0.2Other long-term debt
    
    
    1.3
    
    
    
    2.2Total long-term debt
    
    
    1,546.6
    
    
    
    1,508.5Less current portion
    
    
    12.5
    
    
    
    12.5Long-term debt, less current portion
    
    $
    1,534.1
    
    
    $
    1,496.0
 
 (1)
    
    Includes the $470.0 million aggregate principal amount of the 8
5/8%
senior notes net of the discount of $11.3 million. 5 8
  Payments Due by Period(in millions)Less Than
    
    1 - 3
    
    4 - 5
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    Years
    
    Years
    
    5 YearsLong-term debt 1
    
    $
    1,557.9
    
    
    $
    12.5
    
    
    $
    22.4
    
    
    $
    1,053.0
    
    
    $
    470.0Scheduled interest payments on long-term debt 2
    
    
    575.9
    
    
    
    74.5
    
    
    
    148.4
    
    
    
    106.5
    
    
    
    246.5Operating lease obligations
    
    
    1,899.4
    
    
    
    190.8
    
    
    
    373.1
    
    
    
    357.6
    
    
    
    977.9Capital lease obligations
    
    
    142.0
    
    
    
    7.1
    
    
    
    14.9
    
    
    
    18.6
    
    
    
    101.4Scheduled interest payments on capital leases
    
    
    111.7
    
    
    
    14.2
    
    
    
    26.2
    
    
    
    22.8
    
    
    
    48.5Employment agreements
    
    
    9.9
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    
    
    
    
    Purchase commitments 3
    
    
    62.5
    
    
    
    16.5
    
    
    
    45.8
    
    
    
    0.1
    
    
    
    0.1Current liability for uncertain tax positions 4
    
    
    10.8
    
    
    
    10.8
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,370.1
    
    
    $
    329.7
    
    
    $
    637.4
    
    
    $
    1,558.6
    
    
    $
    1,844.4
 
 1
    
    Includes the 8
5/8% senior notes in the aggregate principal amount
outstanding of $470.0 million, excluding the discount of $11.3 million.2
    
    Amounts include scheduled interest payments on fixed rate and variable rate debt
agreements. Estimates for the variable rate interest payments were based on interest rates in
effect on September 30, 2009. The average interest rates on our fixed rate and variable rate
debt were 7.6% and 2.1%, respectively, as of September 30, 2009.3
    
    Includes estimated capital expenditures associated with the construction of new theatres to
which we were committed as of September 30, 2009.4
    
    The contractual obligations table excludes the long-term portion of our liability for
uncertain tax positions of $15.5 million because we cannot make a reliable estimate of the
timing of the related cash payments. Cinemark, Inc. 9 3 4 Senior Discount Notes
 3 4
 34




---



##### Table of Contents



3 4
 3 4
 3 4 3 4
  3 4
 Cinemark USA, Inc. 8 5 8 Senior Notes
 3 4
   35




---



##### Table of Contents



Senior Secured Credit Facility
   36




---



##### Table of Contents



3 4
   Cinemark USA, Inc. 9% Senior Subordinated Notes
  37




---



##### Table of Contents



Seasonality
  38




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
       Expected Maturity for the Twelve-Month Periods Ending September 30,(in millions)
    
    AverageFair
    
    Interest2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    37.0
    
    
    $
    263.2
    
    
    $
    470.0
    
    
    $
    770.2
    
    
    $
    769.5
    
    
    
    7.6
    %Variable rate
    
    
    12.5
    
    
    
    11.2
    
    
    
    11.2
    
    
    
    752.8
    
    
    
    
    
    
    
    
    
    
    
    787.7
    
    
    
    788.1
    
    
    
    2.1
    %Total debt
    
    $
    12.5
    
    
    $
    11.2
    
    
    $
    11.2
    
    
    $
    789.8
    
    
    $
    263.2
    
    
    $
    470.0
    
    
    $
    1,557.9
    
    
    $
    1,557.6
 
 (1)
    
    Includes $300.0 million of the Cinemark USA, Inc. term loan, which represents
the debt hedged with the Companys interest rate swap agreements. 39




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##### Table of Contents



Foreign Currency Exchange Rate Risk
  
 Item 4. Controls and Procedures
 Evaluation of the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  40




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  41




---



##### Table of Contents



Item 6. Exhibits
 *31.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley
Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant to
18 U.S.C. Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith. 42




---



##### Table of Contents



SIGNATURES
  CINEMARK HOLDINGS, INC.
RegistrantDATE:November 9, 2009
    /s/ Alan W. StockAlan W. StockChief Executive Officer/s/ Robert CoppleRobert CoppleChief Financial Officer 43




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##### Table of Contents



EXHIBIT INDEX
 *31.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Alan Stock, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of Robert Copple, Chief Financial Officer, pursuant
to 18 U.S.C. Section 1350, as added by Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith.