##### 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 March 31, 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
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
  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 March 31, 2009 and
December 31, 2008 (unaudited)
    
    
    4Condensed Consolidated Statements of Income for the three
months ended March 31, 2009 and 2008 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 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
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4T. Controls and Procedures
    
    
    34PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 6. Exhibits
    
    
    35SIGNATURES
    
    
    36EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Cautionary Statement Regarding Forward-Looking Statements
  3




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data, unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008AssetsCurrent AssetsCash and cash equivalents
    
    $
    305,504
    
    
    $
    349,603Inventories
    
    
    7,705
    
    
    
    8,024Accounts receivable
    
    
    23,329
    
    
    
    24,688Income tax receivable
    
    
    
    
    
    
    8,948Current deferred tax asset
    
    
    2,727
    
    
    
    2,799Prepaid expenses and other
    
    
    7,348
    
    
    
    9,319Total current assets
    
    
    346,613
    
    
    
    403,381Theatre properties and equipment
    
    
    1,811,281
    
    
    
    1,764,600Less accumulated depreciation and amortization
    
    
    584,233
    
    
    
    556,317Theatre properties and equipment, net
    
    
    1,227,048
    
    
    
    1,208,283Other assetsGoodwill
    
    
    1,083,098
    
    
    
    1,039,818Intangible assets  net
    
    
    342,794
    
    
    
    341,768Investment in NCM
    
    
    34,229
    
    
    
    19,141Investments in and advances to affiliates
    
    
    3,676
    
    
    
    4,284Deferred charges and other assets  net
    
    
    50,283
    
    
    
    49,033Total other assets
    
    
    1,514,080
    
    
    
    1,454,044Total assets
    
    $
    3,087,741
    
    
    $
    3,065,708Liabilities and Stockholders EquityCurrent LiabilitiesCurrent portion of long-term debt
    
    $
    12,540
    
    
    $
    12,450Current portion of capital lease obligations
    
    
    6,642
    
    
    
    5,532Income tax payable
    
    
    4,391
    
    
    
    Current FIN 48 liability
    
    
    10,775
    
    
    
    10,775Accounts payable and accrued expenses
    
    
    169,124
    
    
    
    202,413Total current liabilities
    
    
    203,472
    
    
    
    231,170Long-term liabilitiesLong-term debt, less current portion
    
    
    1,500,996
    
    
    
    1,496,012Capital lease obligations, less current portion
    
    
    138,490
    
    
    
    118,180Deferred income taxes
    
    
    132,953
    
    
    
    135,417Long-term portion FIN 48 liability
    
    
    7,232
    
    
    
    6,748Deferred lease expenses
    
    
    24,490
    
    
    
    23,371Deferred revenue  NCM
    
    
    204,856
    
    
    
    189,847Other long-term liabilities
    
    
    51,956
    
    
    
    40,736Total long-term liabilities
    
    
    2,060,973
    
    
    
    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
109,266,898 shares issued and outstanding at March
31, 2009 and
108,835,365 shares issued and outstanding at
December 31, 2008
    
    
    109
    
    
    
    109Additional paid-in-capital
    
    
    964,123
    
    
    
    962,353Retained deficit
    
    
    (80,914
    )
    
    
    (78,859
    )Accumulated other comprehensive loss
    
    
    (72,865
    )
    
    
    (72,347
    )Total Cinemark Holdings, Inc.s stockholders equity
    
    
    810,453
    
    
    
    811,256Noncontrolling interests
    
    
    12,843
    
    
    
    12,971Total stockholders equity
    
    
    823,296
    
    
    
    824,227Total liabilities and stockholders equity
    
    $
    3,087,741
    
    
    $
    3,065,708
  4




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands except per share data, unaudited)
 Three months ended March 31,2009
    
    
    2008RevenuesAdmissions
    
    $
    279,883
    
    
    $
    262,367Concession
    
    
    130,031
    
    
    
    122,157Other
    
    
    15,886
    
    
    
    16,492Total revenues
    
    
    425,800
    
    
    
    401,016Cost of OperationsFilm rentals and advertising
    
    
    147,126
    
    
    
    138,140Concession supplies
    
    
    19,717
    
    
    
    18,749Salaries and wages
    
    
    44,350
    
    
    
    42,587Facility lease expense
    
    
    55,738
    
    
    
    56,322Utilities and other
    
    
    48,728
    
    
    
    48,165General and administrative expenses
    
    
    21,788
    
    
    
    20,572Depreciation and amortization
    
    
    36,133
    
    
    
    37,407Amortization of favorable/unfavorable leases
    
    
    323
    
    
    
    704Impairment of long-lived assets
    
    
    1,039
    
    
    
    4,487(Gain) loss on sale of assets and other
    
    
    272
    
    
    
    (199
    )Total cost of operations
    
    
    375,214
    
    
    
    366,934Operating income
    
    
    50,586
    
    
    
    34,082Other income (expense)Interest expense
    
    
    (25,464
    )
    
    
    (32,073
    )Interest income
    
    
    1,832
    
    
    
    3,744Foreign currency exchange gain (loss)
    
    
    66
    
    
    
    (216
    )Loss on early retirement of debt
    
    
    
    
    
    
    (40
    )Distributions from NCM
    
    
    6,579
    
    
    
    5,182Equity in loss of affiliates
    
    
    (605
    )
    
    
    (635
    )Total other expense
    
    
    (17,592
    )
    
    
    (24,038
    )Income before income taxes
    
    
    32,994
    
    
    
    10,044Income taxes
    
    
    14,643
    
    
    
    3,641Net income
    
    $
    18,351
    
    
    $
    6,403Less: Net income attributable to noncontrolling interests
    
    
    786
    
    
    
    1,152Net income attributable to Cinemark Holdings, Inc.
    
    $
    17,565
    
    
    $
    5,251Weighted average shares outstandingBasic
    
    
    108,463
    
    
    
    106,965Diluted
    
    
    109,566
    
    
    
    109,197Earnings per share attributable to Cinemark Holdings, Inc.s common stockholdersBasic
    
    $
    0.16
    
    
    $
    0.05Diluted
    
    $
    0.16
    
    
    $
    0.05
  5




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands, unaudited)
 Three Months Ended March 31,2009
    
    
    2008Operating ActivitiesNet income
    
    $
    18,351
    
    
    $
    6,403Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    35,229
    
    
    
    36,383Amortization of intangible and other assets
    
    
    1,227
    
    
    
    1,728Amortization of long-term prepaid rents
    
    
    390
    
    
    
    404Amortization of debt issue costs
    
    
    1,193
    
    
    
    1,162Amortization of deferred revenues, deferred lease incentives and other
    
    
    (1,002
    )
    
    
    (846
    )Amortization of accumulated other comprehensive loss related to interest rate
swap agreement
    
    
    1,158
    
    
    
    Impairment of long-lived assets
    
    
    1,039
    
    
    
    4,487Share based awards compensation expense
    
    
    1,578
    
    
    
    861(Gain) loss on sale of assets and other
    
    
    272
    
    
    
    (199
    )Write-off of unamortized debt issue costs related to early retirement of debt
    
    
    
    
    
    
    193Accretion of interest on senior discount notes
    
    
    8,085
    
    
    
    10,008Deferred lease expenses
    
    
    1,088
    
    
    
    1,232Deferred income tax expenses
    
    
    (2,422
    )
    
    
    (8,041
    )Equity in loss of affiliates
    
    
    605
    
    
    
    635Interest paid on repurchased senior discount notes
    
    
    
    
    
    
    (2,929
    )Increase in deferred revenue related to new beverage contract
    
    
    6,000
    
    
    
    Other
    
    
    424
    
    
    
    Changes in assets and liabilities
    
    
    (21,740
    )
    
    
    (26,793
    )Net cash provided by operating activities
    
    
    51,475
    
    
    
    24,688Investing ActivitiesAdditions to theatre properties and equipment
    
    
    (22,872
    )
    
    
    (30,801
    )Proceeds from sale of theatre properties and equipment
    
    
    510
    
    
    
    2,439Acquisition of theatres in the U.S.
    
    
    (48,950
    )
    
    
    Increase in escrow deposit due to like-kind exchange
    
    
    
    
    
    
    (2,089
    )Investment in joint venture  DCIP
    
    
    
    
    
    
    (1,000
    )Net cash used for investing activities
    
    
    (71,312
    )
    
    
    (31,451
    )Financing ActivitiesProceeds from stock option exercises
    
    
    192
    
    
    
    49Dividends paid to stockholders
    
    
    (19,595
    )
    
    
    (19,270
    )Repurchase of senior discount notes
    
    
    
    
    
    
    (6,174
    )Repayments of other long-term debt
    
    
    (3,147
    )
    
    
    (1,266
    )Payments on capital leases
    
    
    (1,299
    )
    
    
    (1,137
    )Other
    
    
    (94
    )
    
    
    (119
    )Net cash used for financing activities
    
    
    (23,943
    )
    
    
    (27,917
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (319
    )
    
    
    1,641Decrease in cash and cash equivalents
    
    
    (44,099
    )
    
    
    (33,039
    )Cash and cash equivalents:Beginning of period
    
    
    349,603
    
    
    
    338,043End of period
    
    $
    305,504
    
    
    $
    305,004Supplemental 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
 3. Earnings Per Share
 Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating
Securities
 8




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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 EndedMarch 31,2009
    
    2008Numerator:Net income attributable to Cinemark Holdings, Inc.
    
    $
    17,565
    
    
    $
    5,251Earnings allocated to participating share-based awards(1)
    
    
    (65
    )
    
    
    (3
    )Net income attributable to common stockholders
    
    $
    17,500
    
    
    $
    5,248Denominator(shares in thousands):Basic weighted average common stock outstanding
    
    
    108,463
    
    
    
    106,965Common equivalent shares for stock options
    
    
    1,103
    
    
    
    2,232Common equivalent shares for restricted stock units (2)
    
    
    
    
    
    
    Diluted
    
    
    109,566
    
    
    
    109,197Basic earnings per share attributable to common stockholders
    
    $
    0.16
    
    
    $
    0.05Diluted earnings per share attributable to common stockholders
    
    $
    0.16
    
    
    $
    0.05
 
 (1)
    
    For the three months ended March 31, 2009 and 2008, a weighted average of
approximately 408 and 64 shares of unvested restricted stock, respectively, are
considered participating securities.(2)
    
    Common equivalent shares for restricted stock units of 325 and 76 were
excluded from the diluted earnings per share calculation for the three months ended
March 31, 2009 and 2008, respectively, because they were anti-dilutive. 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 December 31, 2008
    
    $
    811,256
    
    
    $
    12,971
    
    
    $
    824,227Share based awards compensation expense
    
    
    1,578
    
    
    
    
    
    
    
    1,578Exercise of stock options
    
    
    192
    
    
    
    
    
    
    
    192Dividends paid to stockholders
    
    
    (19,595
    )
    
    
    
    
    
    
    (19,595
    )Dividends accrued on unvested restricted stock unit awards
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (93
    )
    
    
    (93
    )Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    17,565
    
    
    
    786
    
    
    
    18,351Fair value adjustments on interest rate swap agreements,
net of taxes of $31
    
    
    52
    
    
    
    
    
    
    
    52Amortization of accumulated other comprehensive loss on
terminated swap agreement
    
    
    1,158
    
    
    
    
    
    
    
    1,158Foreign currency translation adjustment
    
    
    (1,728
    )
    
    
    (821
    )
    
    
    (2,549
    )Balance at March 31, 2009
    
    $
    810,453
    
    
    $
    12,843
    
    
    $
    823,296
  CinemarkHoldings, Inc.
    
    
    
    
    
    TotalStockholders
    
    Noncontrolling
    
    StockholdersEquity
    
    Interests
    
    EquityBalance at December 31, 2007
    
    $
    1,019,203
    
    
    $
    16,182
    
    
    $
    1,035,385Share based awards compensation expense
    
    
    861
    
    
    
    
    
    
    
    861Exercise of stock options
    
    
    49
    
    
    
    
    
    
    
    49Dividends paid to stockholders
    
    
    (19,270
    )
    
    
    
    
    
    
    (19,270
    )Dividends paid to noncontrolling interests
    
    
    
    
    
    
    (119
    )
    
    
    (119
    )Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    5,251
    
    
    
    1,152
    
    
    
    6,403Fair value adjustments on interest rate
swap agreements, net of taxes of $7,454
    
    
    (11,959
    )
    
    
    
    
    
    
    (11,959
    )Foreign currency translation adjustment
    
    
    8,888
    
    
    
    933
    
    
    
    9,821Balance at March 31, 2008
    
    $
    1,003,023
    
    
    $
    18,148
    
    
    $
    1,021,171
  5. Acquisitions
  Business Combinations
 Theatre properties and equipment
    
    $
    30,500Brandname
    
    
    2,000Noncompete agreement
    
    
    1,500Goodwill
    
    
    43,470Unfavorable lease
    
    
    (5,800
    )Capital lease liability (for one theatre)
    
    
    (22,720
    )Total
    
    $
    48,950
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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
      11




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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 EndedMarch 31,2009
    
    2008Other revenue
    
    $
    1,401
    
    
    $
    401Equity loss
    
    $
    (24
    )
    
    $
    Distributions from NCM
    
    $
    6,579
    
    
    $
    5,182
 As ofMarch 31,
    
    December 31,2009
    
    2008Accounts receivable from NCM
    
    $
    480
    
    
    $
    228
  Gross revenues
    
    $
    369,524Operating income
    
    $
    172,627Net earnings
    
    $
    95,328
 7. Investment in Digital Cinema Implementation Partners
   8. Share Based Awards
   12




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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 
 WeightedWeighted
    
    AverageAverage
    
    Grant
    
    AggregateNumber of
    
    Exercise
    
    Date Fair
    
    IntrinsicOptions
    
    Price
    
    Value
    
    ValueOutstanding at December 31, 2008
    
    
    6,139,670
    
    
    $
    7.63
    
    
    $
    3.51Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (25,198
    )
    
    $
    7.63
    
    
    $
    3.51Forfeited
    
    
    
    
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    6,114,472
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    10,761Options exercisable at March 31, 2009
    
    
    6,108,877
    
    
    $
    7.63
    
    
    $
    3.51
    
    
    $
    10,752
    Restricted Stock
  WeightedAverageShares of
    
    GrantRestricted
    
    DateStock
    
    Fair ValueOutstanding at December 31, 2008
    
    
    385,666
    
    
    $
    13.32Granted
    
    
    406,335
    
    
    $
    9.50Forfeited
    
    
    
    
    
    
    Vested
    
    
    
    
    
    $
    Outstanding at March 31, 2009
    
    
    792,001Unvested restricted stock at March 31, 2009
    
    
    792,001
  13




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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%
    
    
    97,097
    
    
    $
    922at IRR of at least 10.5%
    
    
    194,208
    
    
    $
    1,845at IRR of at least 12.5%
    
    
    291,305
    
    
    $
    2,767
   WeightedAverageNumber of
    
    Grant DateUnits
    
    Fair ValueUnvested restricted stock units at December 31, 2008(1) (2)
    
    
    135,027
    
    
    $
    13.00Granted(1)
    
    
    190,324
    
    
    $
    9.50Forfeited
    
    
    
    
    
    $
    Vested
    
    
    
    
    
    $
    Unvested restricted stock units at March 31, 2009
    
    
    325,351
 
 (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 three months ended March 31, 2009. 14




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  9. Early Retirement of Long-Term Debt
 3 4
 10. Interest Rate Swap Agreements
 Accounting for Derivative Instruments and Hedging Activities. Fair Value
Measurements
    15




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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
 1-month
   Beginning liability balance   January 1, 2009
    
    $
    24,781Total gain included in accumulated other comprehensive loss
    
    
    (83
    )Ending liability balance  March 31, 2009
    
    $
    24,698
 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)
    
    
    43,470
    
    
    
    
    
    
    
    43,470Foreign currency translation adjustments
    
    
    
    
    
    
    (190
    )
    
    
    (190
    )Balance at March 31, 2009
    
    $
    946,931
    
    
    $
    136,167
    
    
    $
    1,083,098
 
 (1)
    
    See Note 5. Goodwill and Other Intangible Assets
 Fair Value Measurements.
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CINEMARK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data
  ForeignCurrencyTranslationBalance at
    
    
    
    
    
    
    
    
    
    Adjustments
    
    Balance atDecember 31,
    
    
    
    
    
    
    
    
    
    and
    
    March 31,2008
    
    Additions(1)
    
    Amortization
    
    Impairment(2)
    
    2009Intangible assets with finite lives:Vendor contracts:Gross carrying amount
    
    
    55,840
    
    
    
    (485
    )
    
    
    
    
    
    
    (171
    )
    
    
    55,184Accumulated amortization
    
    
    (26,664
    )
    
    
    
    
    
    
    (771
    )
    
    
    
    
    
    
    (27,435
    )Net carrying amount
    
    
    29,176
    
    
    
    (485
    )
    
    
    (771
    )
    
    
    (171
    )
    
    
    27,749Other intangible assets:Gross carrying amount
    
    
    22,856
    
    
    
    3,500
    
    
    
    
    
    
    
    (263
    )
    
    
    26,093Accumulated amortization
    
    
    (19,366
    )
    
    
    
    
    
    
    (454
    )
    
    
    
    
    
    
    (19,820
    )Net carrying amount
    
    
    3,490
    
    
    
    3,500
    
    
    
    (454
    )
    
    
    (263
    )
    
    
    6,273Total net intangible assets with finite lives
    
    
    32,666
    
    
    
    3,015
    
    
    
    (1,225
    )
    
    
    (434
    )
    
    
    34,022Intangible assets with indefinite lives:Tradename
    
    
    309,102
    
    
    
    
    
    
    
    
    
    
    
    (330
    )
    
    
    308,772Total intangible assets  net
    
    $
    341,768
    
    
    $
    3,015
    
    
    $
    (1,225
    )
    
    $
    (764
    )
    
    $
    342,794
 
 (1)
    
    The additions to other intangible assets are a result of the acquisition of theatres
in the U.S. during March 2009 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)
    
    See Note 12 for summary of impairment charges.  For the nine months ended December 31, 2009
    
    $
    4,186For the twelve months ended December 31, 2010
    
    
    5,376For the twelve months ended December 31, 2011
    
    
    5,087For the twelve months ended December 31, 2012
    
    
    4,200For the twelve months ended December 31, 2013
    
    
    3,470Thereafter
    
    
    11,703Total
    
    $
    34,022
 12. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  17




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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
 Fair Value Measurements.
 Three Months EndedMarch 31,2009
    
    2008United States theatre properties
    
    $
    821
    
    
    $
    4,487International theatre properties
    
    
    147
    
    
    
    Subtotal
    
    
    968Intangible assets
    
    
    71
    
    
    
    Impairment of long-lived assets
    
    $
    1,039
    
    
    $
    4,487
 13. Foreign Currency Translation
       18




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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
  14. Comprehensive Income
 Reporting Comprehensive Income
 Three Months EndedMarch 31,2009
    
    2008Net income
    
    $
    18,351
    
    
    $
    6,403Fair value adjustments on interest rate swap agreements, net of taxes (see
Note 10)
    
    
    52
    
    
    
    (11,959
    )Amortization
of accumulated other comprehensive loss related to terminated swap
agreement 
(see
Note 10)
    
    
    1,158
    
    
    
    Foreign currency translation adjustment (see Note 13)
    
    
    (2,549
    )
    
    
    9,821Comprehensive income
    
    $
    17,012
    
    
    $
    4,265Comprehensive income attributable to noncontrolling interests (1)
    
    
    35
    
    
    
    (2,085
    )Comprehensive income attributable to Cinemark Holdings, Inc.
    
    $
    17,047
    
    
    $
    2,180
 
 (1)
    
    Comprehensive income attributable to noncontrolling interests
consisted of net income and foreign currency translation  adjustments. 15. Supplemental Cash Flow Information
  Three Months EndedMarch 31,2009
    
    2008Cash paid for interest
    
    $
    15,340
    
    
    $
    26,522Cash paid for income taxes, net of refunds received
    
    $
    2,873
    
    
    $
    (5,063
    )Noncash investing and financing activities:Change in accounts payable and accrued expenses for the
acquisition of theatre properties and equipment
(1)
    
    $
    (3,903
    )
    
    $
    (5,104
    )Theatre properties acquired under capital lease (2)
    
    $
    19,800
    
    
    $
    7,911Investment in NCM (See Note 6)
    
    $
    15,536
    
    
    $
    Dividends accrued on unvested restricted stock unit awards
    
    $
    25
    
    
    $
    
 
 (1)
    
    Additions to theatre properties and equipment included in accounts payable as
of December 31, 2008 and March 31, 2009 were $13,989 and $17,892, respectively.(2)
    
    Amount recorded during the three months ended March 31, 2009 was a result of
the acquisition of theatres in the U.S. as discussed in Note 5. 19




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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
 16. Segments
   Three Months EndedMarch 31,2009
    
    2008RevenuesU.S.
    
    $
    341,445
    
    
    $
    308,799International
    
    
    85,195
    
    
    
    93,109Eliminations
    
    
    (840
    )
    
    
    (892
    )Total Revenues
    
    $
    425,800
    
    
    $
    401,016Adjusted EBITDAU.S.
    
    $
    81,719
    
    
    $
    64,876International
    
    
    16,269
    
    
    
    19,284Total Adjusted EBITDA
    
    $
    97,988
    
    
    $
    84,160Capital ExpendituresU.S.
    
    $
    16,251
    
    
    $
    25,895International
    
    
    6,621
    
    
    
    4,906Total Capital Expenditures
    
    $
    22,872
    
    
    $
    30,801
 20




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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
  Three Months EndedMarch 31,2009
    
    2008Net income
    
    $
    18,351
    
    
    $
    6,403Add (deduct):Income taxes
    
    
    14,643
    
    
    
    3,641Interest expense (1)
    
    
    25,464
    
    
    
    32,073Loss on early retirement of debt
    
    
    
    
    
    
    40Other income (2)
    
    
    (1,293
    )
    
    
    (2,893
    )Depreciation and amortization
    
    
    36,133
    
    
    
    37,407Amortization
of favorable/unfavorable leases
    
    
    323
    
    
    
    704Impairment of long-lived assets
    
    
    1,039
    
    
    
    4,487(Gain) loss on sale of assets and other
    
    
    272
    
    
    
    (199
    )Deferred lease expenses
    
    
    1,088
    
    
    
    1,232Amortization of long-term prepaid rents
    
    
    390
    
    
    
    404Share based awards compensation expense
    
    
    1,578
    
    
    
    861Adjusted EBITDA
    
    $
    97,988
    
    
    $
    84,160
 
 (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain (loss),
and equity in loss of affiliates and excludes distributions from NCM. Financial Information About Geographic Areas
  Three Months EndedMarch 31,Revenues
    
    2009
    
    2008U.S. and Canada
    
    $
    341,445
    
    
    $
    308,799Brazil
    
    
    43,258
    
    
    
    44,634Mexico
    
    
    14,217
    
    
    
    19,402Other foreign countries
    
    
    27,720
    
    
    
    29,073Eliminations
    
    
    (840
    )
    
    
    (892
    )Total
    
    $
    425,800
    
    
    $
    401,016
 DecemberMarch 31,
    
    31,Theatre Properties and Equipment-net
    
    2009
    
    2008U.S. and Canada
    
    $
    1,092,027
    
    
    $
    1,073,551Brazil
    
    
    60,778
    
    
    
    58,641Mexico
    
    
    36,722
    
    
    
    38,290Other foreign countries
    
    
    37,521
    
    
    
    37,801Total
    
    $
    1,227,048
    
    
    $
    1,208,283
 17. Related Party Transactions
  21




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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
   18. Commitments and Contingencies
  22




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Paul Blart: Mall Cop, Taken, Watchmen, Gran Torino,
Hes Just Not That Into You, Monsters vs. Aliens. Harry Potter and the Half Blood Prince, Transformers: Revenge of
the Fallen, Angels & Demons, X-Men Origins: Wolverine, Night at the Museum II: Escape from the
Smithsonian, Star Trek, Fast and Furious Ice Age: Dawn of the
Dinosaurs, Avatar, A Christmas Carol, Up.
      23




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##### Table of Contents



Results of Operations
  Three Months EndedMarch 31,Operating data (in millions):
    
    2009
    
    2008RevenuesAdmissions
    
    $
    279.9
    
    
    $
    262.4Concession
    
    
    130.0
    
    
    
    122.2Other
    
    
    15.9
    
    
    
    16.4Total revenues
    
    $
    425.8
    
    
    $
    401.0Theatre operating costs (1)Film rentals and advertising
    
    $
    147.1
    
    
    $
    138.1Concession supplies
    
    
    19.7
    
    
    
    18.7Salaries and wages
    
    
    44.4
    
    
    
    42.6Facility lease expense
    
    
    55.7
    
    
    
    56.3Utilities and other
    
    
    48.8
    
    
    
    48.2Total theatre operating costs
    
    $
    315.7
    
    
    $
    303.9Operating data as a percentage of revenues
(2):RevenuesAdmissions
    
    
    65.7
    %
    
    
    65.4
    %Concession
    
    
    30.5
    %
    
    
    30.5
    %Other
    
    
    3.8
    %
    
    
    4.1
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Theatre operating costs (1) (2)Film rentals and advertising
    
    
    52.6
    %
    
    
    52.7
    %Concession supplies
    
    
    15.2
    %
    
    
    15.3
    %Salaries and wages
    
    
    10.4
    %
    
    
    10.6
    %Facility lease expense
    
    
    13.1
    %
    
    
    14.0
    %Utilities and other
    
    
    11.5
    %
    
    
    12.0
    %Total theatre operating costs
    
    
    74.1
    %
    
    
    75.8
    %Average screen count (month end average)
    
    
    4,794
    
    
    
    4,658Revenues per average screen (in dollars)
    
    $
    88,815
    
    
    $
    86,101
 
 (1)
    
    Excludes depreciation and amortization
expense.(2)
    
    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. 24




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##### Table of Contents



Three months ended March 31, 2009 and 2008
 Revenues.
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,%
    
    
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    
    
    %2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    Change
    
    2009
    
    2008
    
    ChangeAdmissions revenues
(in millions)
    
    $
    225.5
    
    
    $
    202.8
    
    
    
    11.2
    %
    
    $
    54.4
    
    
    $
    59.6
    
    
    
    (8.7
    )%
    
    $
    279.9
    
    
    $
    262.4
    
    
    
    6.7
    %Concession revenues
(in millions)
    
    $
    106.0
    
    
    $
    96.7
    
    
    
    9.6
    %
    
    $
    24.0
    
    
    $
    25.5
    
    
    
    (5.9
    )%
    
    $
    130.0
    
    
    $
    122.2
    
    
    
    6.4
    %Other revenues
(in millions) (1)
    
    $
    9.1
    
    
    $
    8.4
    
    
    
    8.3
    %
    
    $
    6.8
    
    
    $
    8.0
    
    
    
    (15.0
    )%
    
    $
    15.9
    
    
    $
    16.4
    
    
    
    (3.0
    )%Total revenues
(in millions) (1)
    
    $
    340.6
    
    
    $
    307.9
    
    
    
    10.6
    %
    
    $
    85.2
    
    
    $
    93.1
    
    
    
    (8.5
    )%
    
    $
    425.8
    
    
    $
    401.0
    
    
    
    6.2
    %Attendance
(in millions)
    
    
    37.3
    
    
    
    34.3
    
    
    
    8.7
    %
    
    
    16.8
    
    
    
    15.4
    
    
    
    9.1
    %
    
    
    54.1
    
    
    
    49.7
    
    
    
    8.9
    %Revenues per screen
(in dollars) (1)
    
    $
    90,610
    
    
    $
    84,416
    
    
    
    7.3
    %
    
    $
    82,295
    
    
    $
    92,187
    
    
    
    (10.7
    )%
    
    $
    88,815
    
    
    $
    86,101
    
    
    
    3.2
    %
 
 (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.
 25




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##### Table of Contents



Theatre Operating Costs (excludes depreciation and amortization expense).
 International OperatingU.S. Operating Segment
    
    Segment
    
    ConsolidatedThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Film rentals and advertising
    
    $
    120.0
    
    
    $
    108.9
    
    
    $
    27.1
    
    
    $
    29.2
    
    
    $
    147.1
    
    
    $
    138.1Concession supplies
    
    
    13.4
    
    
    
    12.5
    
    
    
    6.3
    
    
    
    6.2
    
    
    
    19.7
    
    
    $
    18.7Salaries and wages
    
    
    37.3
    
    
    
    35.4
    
    
    
    7.1
    
    
    
    7.2
    
    
    
    44.4
    
    
    $
    42.6Facility lease expense
    
    
    42.6
    
    
    
    41.5
    
    
    
    13.1
    
    
    
    14.8
    
    
    
    55.7
    
    
    $
    56.3Utilities and other
    
    
    36.9
    
    
    
    36.3
    
    
    
    11.9
    
    
    
    11.9
    
    
    
    48.8
    
    
    $
    48.2Total theatre operating costs
    
    $
    250.2
    
    
    $
    234.6
    
    
    $
    65.5
    
    
    $
    69.3
    
    
    $
    315.7
    
    
    $
    303.9
  Consolidated.
   U.S.
  26




---



##### Table of Contents



 International.
  General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Interest Expense.
 Distributions from NCM.
 Income Taxes.
 27




---



##### Table of Contents



Liquidity and Capital Resources
 Operating Activities
  3 4
 Investing Activities
   New
    
    ExistingPeriod
    
    Theatres
    
    Theatres
    
    TotalThree Months Ended March 31, 2009
    
    $
    7.7
    
    
    $
    15.2
    
    
    $
    22.9Three Months Ended March 31, 2008
    
    $
    24.5
    
    
    $
    6.3
    
    
    $
    30.8
    28




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##### Table of Contents



Financing Activities
 3 4
   March 31, 2009
    
    December 31, 2008Cinemark USA, Inc. term loan
    
    $
    1,092,000
    
    
    $
    1,094,800Cinemark, Inc. 9 3/4% senior discount notes due 2014
    
    
    419,403
    
    
    
    411,318Cinemark USA, Inc. 9% senior subordinated notes due 2013
    
    
    181
    
    
    
    181Other long-term debt
    
    
    1,952
    
    
    
    2,163Total long-term debt
    
    $
    1,513,536
    
    
    $
    1,508,462Less current portion
    
    
    12,540
    
    
    
    12,450Long-term debt, less current portion
    
    $
    1,500,996
    
    
    $
    1,496,012
 3 4
  29




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##### Table of Contents



Payments Due by Period(in millions)Less Than
    
    1 - 3
    
    4 - 5
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    Years
    
    Years
    
    5 YearsLong-term debt (1)
    
    $
    1,513.5
    
    
    $
    12.5
    
    
    $
    23.0
    
    
    $
    1,478.0
    
    
    $
    Scheduled interest payments on long-term debt (2)
    
    $
    341.9
    
    
    
    68.3
    
    
    
    152.7
    
    
    
    120.9
    
    
    
    Operating lease obligations
    
    $
    1,837.3
    
    
    
    176.4
    
    
    
    345.9
    
    
    
    331.9
    
    
    
    983.1Capital lease obligations
    
    $
    145.1
    
    
    
    6.6
    
    
    
    14.6
    
    
    
    17.5
    
    
    
    106.4Scheduled interest payments on capital leases
    
    $
    119.1
    
    
    
    14.5
    
    
    
    26.9
    
    
    
    23.8
    
    
    
    53.9Letters of credit
    
    $
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Employment agreements
    
    $
    9.9
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    
    
    
    
    Purchase commitments (3)
    
    $
    68.4
    
    
    
    29.2
    
    
    
    36.5
    
    
    
    2.6
    
    
    
    0.1FIN48 liabilities (4)
    
    $
    10.8
    
    
    
    10.8
    
    
    
    
    
    
    
    
    
    
    
    Total obligations
    
    $
    4,046.1
    
    
    $
    321.7
    
    
    $
    606.2
    
    
    $
    1,974.7
    
    
    $
    1,143.5
 
 (1)
    
    Includes the 93/4% senior discount notes in the aggregate principal amount at
maturity of $419.4 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 March 31, 2009. The average interest rates on our fixed rate and variable rate
debt were 8.2% and 2.3%, respectively, as of March 31, 2009.(3)
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of March 31, 2009.(4)
    
    The contractual obligations table excludes the long-term portion of the Companys
FIN 48 liabilities of $7.2 million because the Company cannot make a reliable estimate of
the timing of the related cash payments. Cinemark, Inc. 9 3/4% Senior Discount Notes
 3 4 3 4
 3 4
 3 4
  3 4
 30




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##### Table of Contents



3 4
 Senior Secured Credit Facility
      3 4
 31




---



##### Table of Contents



Cinemark USA, Inc. 9% Senior Subordinated Notes
    Seasonality
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
   32




---



##### Table of Contents



Expected Maturity as of March 31, 2009(in millions)AverageFair
    
    Interest2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.2
    
    
    $
    719.4
    
    
    $
    
    
    
    $
    719.6
    
    
    $
    699.6
    
    
    
    8.2
    %Variable rate
    
    
    12.5
    
    
    
    11.8
    
    
    
    11.2
    
    
    
    532.0
    
    
    
    226.4
    
    
    
    
    
    
    
    793.9
    
    
    
    794.7
    
    
    
    2.3
    %Total debt
    
    $
    12.5
    
    
    $
    11.8
    
    
    $
    11.2
    
    
    $
    532.2
    
    
    $
    945.8
    
    
    $
    
    
    
    $
    1,513.5
    
    
    $
    1,494.3
 
 (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. Foreign Currency Exchange Rate Risk
  33




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##### Table of Contents



Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  34




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##### 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. 35




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##### Table of Contents



SIGNATURES
  CINEMARK HOLDINGS, INC.RegistrantDATE:May 7, 2009/s/ Alan W. Stock

Alan W. StockChief Executive Officer/s/ Robert Copple

Robert CoppleChief Financial Officer
 36




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Exhibit Title*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.