##### 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, 2006
 Commission File Number: 033-47040
 CINEMARK USA, INC.
 (Exact name of registrant as specified in its charter)
 Texas
    
    75-2206284(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)3900 Dallas ParkwaySuite 500Plano, Texas
    
    75093(Address of principal executive offices)
    
    (Zip Code)
   Yes
þ No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  Yes
o No þ




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 PagePART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005
    
    
    3Condensed Consolidated Statements of Income (unaudited) for the three months ended March 31, 2006 and 2005
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2006 and 2005
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited, including Note 13 as restated)
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4.
    
    Controls and Procedures
    
    
    30PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    30Item 1A.
    
    Risk Factors
    
    
    30Item 5.
    
    Other Information
    
    
    30Item 6.
    
    Exhibits
    
    
    34SIGNATURES
    
    
    
    
    37Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
 2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share data)
 March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    150,272
    
    
    $
    182,180Inventories
    
    
    4,485
    
    
    
    4,546Accounts receivable
    
    
    16,572
    
    
    
    15,405Prepaid expenses and other
    
    
    4,424
    
    
    
    4,538Total current assets
    
    
    175,753
    
    
    
    206,669THEATRE PROPERTIES AND EQUIPMENT
    
    
    1,422,256
    
    
    
    1,398,798Less accumulated depreciation and amortization
    
    
    626,516
    
    
    
    608,232Theatre properties and equipment  net
    
    
    795,740
    
    
    
    790,566OTHER ASSETSGoodwill
    
    
    43,671
    
    
    
    42,107Intangible assets  net
    
    
    9,510
    
    
    
    9,958Investments in and advances to affiliates
    
    
    7,403
    
    
    
    8,400Deferred charges and other assets  net
    
    
    41,303
    
    
    
    40,040Total other assets
    
    
    101,887
    
    
    
    100,505TOTAL ASSETS
    
    $
    1,073,380
    
    
    $
    1,097,740LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    6,351
    
    
    $
    6,871Income tax payable
    
    
    8,717
    
    
    
    13,144Accounts payable and accrued expenses
    
    
    109,524
    
    
    
    139,992Total current liabilities
    
    
    124,592
    
    
    
    160,007LONG-TERM LIABILITIESSenior credit agreements
    
    
    258,610
    
    
    
    260,076Senior subordinated notes
    
    
    352,939
    
    
    
    353,330Deferred income taxes
    
    
    9,550
    
    
    
    15,427Deferred lease expenses
    
    
    29,770
    
    
    
    29,518Deferred gain on sale leasebacks
    
    
    3,183
    
    
    
    3,275Deferred revenues and other long-term liabilities
    
    
    6,402
    
    
    
    8,513Total long-term liabilities
    
    
    660,454
    
    
    
    670,139COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    16,252
    
    
    
    16,422SHAREHOLDERS EQUITYClass A common stock, $.01 par value: 10,000,000 shares authorized,
1,500 shares issued and outstanding
    
    
    
    
    
    
    Class B common stock, no par value: 1,000,000 shares authorized,
239,893 shares issued and outstanding
    
    
    49,543
    
    
    
    49,543Additional paid-in-capital
    
    
    72,628
    
    
    
    68,105Retained earnings
    
    
    231,874
    
    
    
    217,942Treasury stock, 57,245 Class B shares at cost
    
    
    (24,233
    )
    
    
    (24,233
    )Accumulated other comprehensive loss
    
    
    (57,730
    )
    
    
    (60,185
    )Total shareholders equity
    
    
    272,082
    
    
    
    251,172TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,073,380
    
    
    $
    1,097,740
  3




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CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, unaudited)
 Three months ended March 31,2006
    
    
    2005REVENUESAdmissions
    
    $
    153,668
    
    
    $
    151,160Concession
    
    
    78,072
    
    
    
    73,768Other
    
    
    14,249
    
    
    
    12,753Total revenues
    
    
    245,989
    
    
    
    237,681COSTS AND EXPENSESCost of operations (excludes depreciation and amortization):Film rentals and advertising
    
    
    78,948
    
    
    
    78,901Concession supplies
    
    
    12,040
    
    
    
    11,745Salaries and wages
    
    
    24,527
    
    
    
    24,283Facility lease expense
    
    
    35,827
    
    
    
    32,891Utilities and other
    
    
    32,120
    
    
    
    29,179Total cost of operations
    
    
    183,462
    
    
    
    176,999General and administrative expenses
    
    
    14,046
    
    
    
    12,295Depreciation and amortization
    
    
    20,169
    
    
    
    18,254Impairment of long-lived assets
    
    
    276
    
    
    
    226Loss on sale of assets and other
    
    
    728
    
    
    
    688Total costs and expenses
    
    
    218,681
    
    
    
    208,462OPERATING INCOME
    
    
    27,308
    
    
    
    29,219OTHER INCOME (EXPENSE)Interest expense
    
    
    (11,825
    )
    
    
    (10,578
    )Amortization of debt issue costs
    
    
    (704
    )
    
    
    (689
    )Interest income
    
    
    1,894
    
    
    
    830Foreign currency exchange gain (loss)
    
    
    60
    
    
    
    (82
    )Equity in income (loss) of affiliates
    
    
    (1,189
    )
    
    
    94Minority interests in income of subsidiaries
    
    
    (272
    )
    
    
    (100
    )Total other expenses
    
    
    (12,036
    )
    
    
    (10,525
    )INCOME BEFORE INCOME TAXES
    
    
    15,272
    
    
    
    18,694Income taxes
    
    
    1,340
    
    
    
    6,641NET INCOME
    
    $
    13,932
    
    
    $
    12,053
  4




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CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands, unaudited)
 Three months ended March 31,2006
    
    
    2005OPERATING ACTIVITIESNet income
    
    $
    13,932
    
    
    $
    12,053Noncash items in net income:Depreciation
    
    
    19,608
    
    
    
    18,084Amortization of intangible and other assets
    
    
    561
    
    
    
    170Amortization of foreign advanced rents
    
    
    281
    
    
    
    411Amortization of debt issue costs
    
    
    704
    
    
    
    689Amortization of gain on sale leasebacks
    
    
    (92
    )
    
    
    (92
    )Amortization of debt premium
    
    
    (391
    )
    
    
    (391
    )Amortization of deferred revenues
    
    
    (95
    )
    
    
    (45
    )Impairment of long-lived assets
    
    
    276
    
    
    
    226Stock option compensation expense
    
    
    716
    
    
    
    Loss on sale of assets and other
    
    
    728
    
    
    
    688Deferred lease expenses
    
    
    252
    
    
    
    294Deferred income tax expenses
    
    
    (5,877
    )
    
    
    1,313Equity in (income) loss of affiliates
    
    
    1,189
    
    
    
    (94
    )Minority interests in income of subsidiaries
    
    
    272
    
    
    
    100Changes in assets and liabilities:Inventories
    
    
    61
    
    
    
    101Accounts receivable
    
    
    (1,167
    )
    
    
    (674
    )Prepaid expenses and other
    
    
    114
    
    
    
    (613
    )Other assets
    
    
    (4,105
    )
    
    
    (5,690
    )Advances with affiliates
    
    
    (463
    )
    
    
    (114
    )Accounts payable and accrued expenses
    
    
    (27,652
    )
    
    
    (32,505
    )Other long-term liabilities
    
    
    135
    
    
    
    (35
    )Income tax receivable/payable
    
    
    (620
    )
    
    
    731Net cash used for operating activities
    
    
    (1,633
    )
    
    
    (5,393
    )INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (28,246
    )
    
    
    (10,501
    )Proceeds from sale of theatre properties and equipment
    
    
    58
    
    
    
    Return of capital from affiliates
    
    
    271
    
    
    
    Net cash used for investing activities
    
    
    (27,917
    )
    
    
    (10,501
    )FINANCING ACTIVITIESCapital contribution from parent
    
    
    
    
    
    
    3,466Proceeds from long-term debt
    
    
    601
    
    
    
    Repayments of long-term debt
    
    
    (2,264
    )
    
    
    (1,637
    )Debt issue costs
    
    
    (97
    )
    
    
    Other
    
    
    (442
    )
    
    
    (30
    )Net cash provided by (used for) financing activities
    
    
    (2,202
    )
    
    
    1,799Effect of exchange rate changes on cash and cash equivalents
    
    
    (156
    )
    
    
    (114
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (31,908
    )
    
    
    (14,209
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    182,180
    
    
    
    100,228End of period
    
    $
    150,272
    
    
    $
    86,019SUPPLEMENTAL INFORMATION (See Note 8)
  5




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1. The Company and Basis of Presentation
     2. Investment in National CineMedia
    6




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##### Table of Contents



3. Stock Option Accounting
    September 30, 2004
    
    January 28, 2005Grant
    
    GrantExpected life
    
    6.5 years
    
    6.5 yearsExpected volatility1
    
    39%
    
    44%Risk-free interest rate
    
    3.79%
    
    3.93%Dividend yield
    
    0%
    
    0%
 
 1
    
    Expected volatility is based on historical volatility of the
common stock price of comparable public companies.   Share-Based Payment
  7




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Accounting for Stock-Based Compensation Accounting for Stock-Based
Compensation Transition and Disclosure
 Net income as reported
    
    $
    12,053Compensation expense included in reported net income, net
of tax
    
    
    Compensation expense under fair value method, net of tax
    
    
    (741
    )Pro-forma net income
    
    $
    11,312
 4. Goodwill and Other Intangible Assets
  Tax Impact of
    
    
    Foreign CurrencyBalance at
    
    
    Tax Deductible
    
    
    Translation
    
    
    Balance atDecember 31, 2005
    
    
    Goodwill
    
    
    Adjustment
    
    
    March 31, 2006United States
    
    $
    4,265
    
    
    $
    
    
    
    $
    
    
    
    $
    4,265Brazil
    
    
    29,730
    
    
    
    (63
    )
    
    
    1,831
    
    
    
    31,498Mexico
    
    
    1,830
    
    
    
    
    
    
    
    (39
    )
    
    
    1,791Argentina
    
    
    231
    
    
    
    
    
    
    
    (8
    )
    
    
    223Chile
    
    
    3,490
    
    
    
    
    
    
    
    (170
    )
    
    
    3,320Peru
    
    
    2,561
    
    
    
    
    
    
    
    13
    
    
    
    2,574Total
    
    $
    42,107
    
    
    $
    (63
    )
    
    $
    1,627
    
    
    $
    43,671
 8




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Foreign CurrencyBalance at
    
    
    
    
    
    Translation
    
    Balance atDecember 31, 2005
    
    Additions
    
    Adjustment
    
    March 31, 2006Intangible assets with finite lives:Capitalized licensing fees:Gross carrying amount
    
    $
    8,250
    
    
    $
    
    
    
    $
    
    
    
    $
    8,250Accumulated amortization
    
    
    (2,591
    )
    
    
    (138
    )
    
    
    
    
    
    
    (2,729
    )Net carrying amount
    
    $
    5,659
    
    
    $
    (138
    )
    
    $
    
    
    
    $
    5,521Vendor contracts:Gross carrying amount
    
    
    3,217
    
    
    
    
    
    
    
    75
    
    
    
    3,292Accumulated amortization
    
    
    (1,703
    )
    
    
    (343
    )
    
    
    
    
    
    
    (2,046
    )Net carrying amount
    
    $
    1,514
    
    
    $
    (343
    )
    
    $
    75
    
    
    $
    1,246Net favorable leases:Gross carrying amount
    
    
    1,392
    
    
    
    
    
    
    
    47
    
    
    
    1,439Accumulated amortization
    
    
    (232
    )
    
    
    (43
    )
    
    
    
    
    
    
    (275
    )Net carrying amount
    
    $
    1,160
    
    
    $
    (43
    )
    
    $
    47
    
    
    $
    1,164Other intangible assets:Gross carrying amount
    
    
    429
    
    
    
    
    
    
    
    (10
    )
    
    
    419Accumulated amortization
    
    
    (79
    )
    
    
    (8
    )
    
    
    
    
    
    
    (87
    )Net carrying amount
    
    $
    350
    
    
    $
    (8
    )
    
    $
    (10
    )
    
    $
    332Total net intangible assets with finite lives
    
    $
    8,683
    
    
    $
    (532
    )
    
    $
    112
    
    
    $
    8,263Intangible assets with indefinite lives:Tradename
    
    
    1,259
    
    
    
    
    
    
    
    (28
    )
    
    
    1,231Other unamortized intangible assets
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    16Total intangible assets  net
    
    $
    9,958
    
    
    $
    (532
    )
    
    $
    84
    
    
    $
    9,510
  For the nine months ended December 31, 2006
    
    $
    1,139For the twelve months ended December 31, 2007
    
    
    1,206For the twelve months ended December 31, 2008
    
    
    954For the twelve months ended December 31, 2009
    
    
    724For the twelve months ended December 31, 2010
    
    
    704Thereafter
    
    
    3,536Total
    
    $
    8,263
 
 9




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5. Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  6. Foreign Currency Translation
      10




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7. Comprehensive Income
 Reporting Comprehensive Income
 Three Months EndedMarch 31,2006
    
    2005Net income
    
    $
    13,932
    
    
    $
    12,053Foreign currency translation adjustment
    
    
    2,455
    
    
    
    (731
    )Comprehensive income
    
    $
    16,387
    
    
    $
    11,322
 8. Supplemental Cash Flow Information
  Three months endedMarch 31,2006
    
    2005Cash paid for interest
    
    $
    20,083
    
    
    $
    18,691Net cash paid for income taxes
    
    $
    8,067
    
    
    $
    1,229Noncash activities:Change in construction lease obligations related to construction of theatres
    
    $
    (2,151
    )
    
    $
    14,983Changes in accounts payable and accrued expenses for the acquisition of
theatre properties and equipment
    
    $
    (1,496
    )
    
    $
    
 9. Financial Information About Geographic Areas
  Three months endedMarch 31,Revenues
    
    2006
    
    2005U.S. and Canada
    
    $
    181,040
    
    
    $
    176,238Brazil
    
    
    28,828
    
    
    
    26,116Mexico
    
    
    16,525
    
    
    
    17,754Other foreign countries
    
    
    19,971
    
    
    
    17,926Eliminations
    
    
    (375
    )
    
    
    (353
    )Total
    
    $
    245,989
    
    
    $
    237,681
 11




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##### Table of Contents



March 31,
    
    December 31,Theatre
Properties and Equipment-net
    
    2006
    
    2005U.S. and Canada
    
    $
    641,718
    
    
    $
    634,938Brazil
    
    
    54,980
    
    
    
    52,371Mexico
    
    
    52,522
    
    
    
    55,366Other foreign countries
    
    
    46,520
    
    
    
    47,891Total
    
    $
    795,740
    
    
    $
    790,566
 10. Related Party Transactions
     11. Litigation
  12. Subsequent Events
 3 4
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13. Condensed Consolidating Financial Information of Subsidiary Guarantors  Restated
        
    
    Shareholders equity balances in 1999 presented in the beginning balance sheet
information for the parent and subsidiary guarantors financial information improperly
included dividends received from their respective subsidiaries;
    
    Certain investments in affiliate subsidiaries were not properly eliminated within the
parent and subsidiary guarantors balance sheet information;
    
    Cumulative translation adjustments were not properly reflected within the subsidiary
guarantors and subsidiary non-guarantors balance sheet information, which in turn
impacted the investment in and advances to affiliates and other shareholders equity
balances presented for the parent and the subsidiary guarantors,
respectively;
    
    Dividends paid by certain subsidiary guarantors and subsidiary non-guarantors entities
were improperly presented as part of cash flows from investing activities rather than
financing activities.
 
 13




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CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
MARCH 31, 2006
  Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    84,179
    
    
    $
    21,664
    
    
    $
    44,429
    
    
    $
    
    
    
    $
    150,272Other current assets
    
    
    24,164
    
    
    
    24,153
    
    
    
    18,769
    
    
    
    (41,605
    )
    
    
    25,481Total current assets
    
    
    108,343
    
    
    
    45,817
    
    
    
    63,198
    
    
    
    (41,605
    )
    
    
    175,753THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    290,484
    
    
    
    331,175
    
    
    
    174,081
    
    
    
    
    
    
    
    795,740OTHER ASSETS
    
    
    607,564
    
    
    
    357,440
    
    
    
    140,701
    
    
    
    (1,003,818
    )
    
    
    101,887TOTAL ASSETS
    
    $
    1,006,391
    
    
    $
    734,432
    
    
    $
    377,980
    
    
    $
    (1,045,423
    )
    
    $
    1,073,380LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,656
    
    
    $
    
    
    
    $
    3,695
    
    
    $
    
    
    
    $
    6,351Accounts payable and accrued expenses
    
    
    75,850
    
    
    
    23,188
    
    
    
    60,888
    
    
    
    (41,685
    )
    
    
    118,241Total current liabilities
    
    
    78,506
    
    
    
    23,188
    
    
    
    64,583
    
    
    
    (41,685
    )
    
    
    124,592LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    615,040
    
    
    
    28,620
    
    
    
    67,043
    
    
    
    (99,154
    )
    
    
    611,549Other long-term liabilities and deferrals
    
    
    40,763
    
    
    
    76,747
    
    
    
    5,806
    
    
    
    (74,411
    )
    
    
    48,905Total long-term liabilities
    
    
    655,803
    
    
    
    105,367
    
    
    
    72,849
    
    
    
    (173,565
    )
    
    
    660,454COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    
    
    
    
    223
    
    
    
    16,029
    
    
    
    
    
    
    
    16,252SHAREHOLDERS EQUITYCommon stock
    
    
    49,543
    
    
    
    17
    
    
    
    167,802
    
    
    
    (167,819
    )
    
    
    49,543Other shareholders equity
    
    
    222,539
    
    
    
    605,637
    
    
    
    56,717
    
    
    
    (662,354
    )
    
    
    222,539Total shareholders equity
    
    
    272,082
    
    
    
    605,654
    
    
    
    224,519
    
    
    
    (830,173
    )
    
    
    272,082TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,006,391
    
    
    $
    734,432
    
    
    $
    377,980
    
    
    $
    (1,045,423
    )
    
    $
    1,073,380
 14




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CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED MARCH 31, 2006
  Parent
    
    
    Subsidiary
    
    
    SubsidiaryCompany
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Eliminations
    
    
    ConsolidatedREVENUES
    
    $
    107,402
    
    
    $
    81,624
    
    
    $
    69,374
    
    
    $
    (12,411
    )
    
    $
    245,989COSTS AND EXPENSESCost of operations
    
    
    92,792
    
    
    
    49,462
    
    
    
    53,619
    
    
    
    (12,411
    )
    
    
    183,462General and administrative expenses
    
    
    1,310
    
    
    
    8,356
    
    
    
    4,380
    
    
    
    
    
    
    
    14,046Depreciation and amortization
    
    
    6,255
    
    
    
    6,491
    
    
    
    7,423
    
    
    
    
    
    
    
    20,169Impairment of long-lived assets
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276Loss on sale of assets and other
    
    
    346
    
    
    
    312
    
    
    
    70
    
    
    
    
    
    
    
    728Total costs and expenses
    
    
    100,979
    
    
    
    64,621
    
    
    
    65,492
    
    
    
    (12,411
    )
    
    
    218,681OPERATING INCOME
    
    
    6,423
    
    
    
    17,003
    
    
    
    3,882
    
    
    
    
    
    
    
    27,308OTHER INCOME (EXPENSE)Interest expense
    
    
    (11,631
    )
    
    
    (572
    )
    
    
    (1,561
    )
    
    
    1,939
    
    
    
    (11,825
    )Amortization of debt issue costs
    
    
    (698
    )
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (704
    )Interest income
    
    
    1,622
    
    
    
    1,610
    
    
    
    601
    
    
    
    (1,939
    )
    
    
    1,894Foreign currency exchange gain
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60Equity in income (loss) of affiliates
    
    
    15,898
    
    
    
    1,767
    
    
    
    (1,213
    )
    
    
    (17,641
    )
    
    
    (1,189
    )Minority interests in income of
subsidiaries
    
    
    
    
    
    
    (44
    )
    
    
    (228
    )
    
    
    
    
    
    
    (272
    )Total other income (expense)
    
    
    5,191
    
    
    
    2,761
    
    
    
    (2,347
    )
    
    
    (17,641
    )
    
    
    (12,036
    )INCOME BEFORE INCOME TAXES
    
    
    11,614
    
    
    
    19,764
    
    
    
    1,535
    
    
    
    (17,641
    )
    
    
    15,272Income taxes
    
    
    (2,318
    )
    
    
    2,916
    
    
    
    742
    
    
    
    
    
    
    
    1,340NET INCOME
    
    $
    13,932
    
    
    $
    16,848
    
    
    $
    793
    
    
    $
    (17,641
    )
    
    $
    13,932
 15




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
THREE MONTHS ENDED MARCH 31, 2006
  Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income
    
    $
    13,932
    
    
    $
    16,848
    
    
    $
    793
    
    
    $
    (17,641
    )
    
    $
    13,932Noncash items in net income
    
    
    (13,072
    )
    
    
    8,675
    
    
    
    9,539
    
    
    
    12,990
    
    
    
    18,132Changes in assets and liabilities
    
    
    (31,297
    )
    
    
    (11,090
    )
    
    
    (2,265
    )
    
    
    10,955
    
    
    
    (33,697
    )Net cash provided by (used for) operating activities
    
    
    (30,437
    )
    
    
    14,433
    
    
    
    8,067
    
    
    
    6,304
    
    
    
    (1,633
    )INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (8,370
    )
    
    
    (15,403
    )
    
    
    (4,473
    )
    
    
    
    
    
    
    (28,246
    )Proceeds from sale of theatre properties and equipment
    
    
    
    
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    58Net transactions with affiliates
    
    
    18,072
    
    
    
    (7,583
    )
    
    
    (17
    )
    
    
    (10,201
    )
    
    
    271Net cash provided by (used for) investing activities
    
    
    9,702
    
    
    
    (22,986
    )
    
    
    (4,432
    )
    
    
    (10,201
    )
    
    
    (27,917
    )FINANCING ACTIVITIESProceeds from long-term debt
    
    
    
    
    
    
    
    
    
    
    601
    
    
    
    
    
    
    
    601Repayments of long-term debt
    
    
    (650
    )
    
    
    
    
    
    
    (1,614
    )
    
    
    
    
    
    
    (2,264
    )Change in intercompany notes
    
    
    
    
    
    
    (1,598
    )
    
    
    (1,535
    )
    
    
    3,133
    
    
    
    Other
    
    
    (97
    )
    
    
    (100
    )
    
    
    (1,106
    )
    
    
    764
    
    
    
    (539
    )Net cash used for financing activities
    
    
    (747
    )
    
    
    (1,698
    )
    
    
    (3,654
    )
    
    
    3,897
    
    
    
    (2,202
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (156
    )
    
    
    
    
    
    
    (156
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (21,482
    )
    
    
    (10,251
    )
    
    
    (175
    )
    
    
    
    
    
    
    (31,908
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    105,661
    
    
    
    31,915
    
    
    
    44,604
    
    
    
    
    
    
    
    182,180End of period
    
    $
    84,179
    
    
    $
    21,664
    
    
    $
    44,429
    
    
    $
    
    
    
    $
    150,272
 16




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2005
  Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    105,661
    
    
    $
    31,915
    
    
    $
    44,604
    
    
    $
    
    
    
    $
    182,180Other current assets
    
    
    23,869
    
    
    
    25,512
    
    
    
    16,059
    
    
    
    (40,951
    )
    
    
    24,489Total current assets
    
    
    129,530
    
    
    
    57,427
    
    
    
    60,663
    
    
    
    (40,951
    )
    
    
    206,669THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    290,834
    
    
    
    323,820
    
    
    
    175,912
    
    
    
    
    
    
    
    790,566OTHER ASSETS
    
    
    591,827
    
    
    
    344,660
    
    
    
    135,060
    
    
    
    (971,042
    )
    
    
    100,505TOTAL ASSETS
    
    $
    1,012,191
    
    
    $
    725,907
    
    
    $
    371,635
    
    
    $
    (1,011,993
    )
    
    $
    1,097,740LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,656
    
    
    $
    
    
    
    $
    4,215
    
    
    $
    
    
    
    $
    6,871Accounts payable and accrued expenses
    
    
    104,794
    
    
    
    31,592
    
    
    
    54,254
    
    
    
    (37,504
    )
    
    
    153,136Total current liabilities
    
    
    107,450
    
    
    
    31,592
    
    
    
    58,469
    
    
    
    (37,504
    )
    
    
    160,007LONG-TERM LIABILITIESLong-term debt, less current portion
    
    
    606,229
    
    
    
    30,217
    
    
    
    69,540
    
    
    
    (92,580
    )
    
    
    613,406Other long-term liabilities and deferrals
    
    
    47,340
    
    
    
    77,455
    
    
    
    5,507
    
    
    
    (73,569
    )
    
    
    56,733Total long-term liabilities
    
    
    653,569
    
    
    
    107,672
    
    
    
    75,047
    
    
    
    (166,149
    )
    
    
    670,139COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    
    
    
    
    280
    
    
    
    16,142
    
    
    
    
    
    
    
    16,422SHAREHOLDERS EQUITYCommon stock
    
    
    49,543
    
    
    
    17
    
    
    
    167,804
    
    
    
    (167,821
    )
    
    
    49,543Other shareholders equity
    
    
    201,629
    
    
    
    586,346
    
    
    
    54,173
    
    
    
    (640,519
    )
    
    
    201,629Total shareholders equity
    
    
    251,172
    
    
    
    586,363
    
    
    
    221,977
    
    
    
    (808,340
    )
    
    
    251,172TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,012,191
    
    
    $
    725,907
    
    
    $
    371,635
    
    
    $
    (1,011,993
    )
    
    $
    1,097,740
 17




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CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF INCOME INFORMATION
THREE MONTHS ENDED MARCH 31, 2005
AS RESTATED
  Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedREVENUES
    
    $
    108,333
    
    
    $
    76,289
    
    
    $
    65,970
    
    
    $
    (12,911
    )
    
    $
    237,681COSTS AND EXPENSESCost of operations
    
    
    94,945
    
    
    
    45,924
    
    
    
    49,041
    
    
    
    (12,911
    )
    
    
    176,999General and administrative expenses
    
    
    1,384
    
    
    
    7,082
    
    
    
    3,829
    
    
    
    
    
    
    
    12,295Depreciation and amortization
    
    
    5,852
    
    
    
    5,905
    
    
    
    6,497
    
    
    
    
    
    
    
    18,254Impairment of long-lived assets
    
    
    226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226Loss on sale of assets and other
    
    
    
    
    
    
    394
    
    
    
    294
    
    
    
    
    
    
    
    688Total costs and expenses
    
    
    102,407
    
    
    
    59,305
    
    
    
    59,661
    
    
    
    (12,911
    )
    
    
    208,462OPERATING INCOME
    
    
    5,926
    
    
    
    16,984
    
    
    
    6,309
    
    
    
    
    
    
    
    29,219OTHER INCOME (EXPENSE)Interest expense
    
    
    (10,399
    )
    
    
    (869
    )
    
    
    (1,626
    )
    
    
    2,316
    
    
    
    (10,578
    )Amortization of debt issue costs
    
    
    (684
    )
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (689
    )Interest income
    
    
    1,013
    
    
    
    1,434
    
    
    
    699
    
    
    
    (2,316
    )
    
    
    830Foreign currency exchange loss
    
    
    
    
    
    
    
    
    
    
    (82
    )
    
    
    
    
    
    
    (82
    )Equity in income of affiliates
    
    
    18,672
    
    
    
    3,790
    
    
    
    24
    
    
    
    (22,392
    )
    
    
    94Minority interests in income of subsidiaries
    
    
    
    
    
    
    (51
    )
    
    
    (49
    )
    
    
    
    
    
    
    (100
    )Total other income (expense)
    
    
    8,602
    
    
    
    4,304
    
    
    
    (1,039
    )
    
    
    (22,392
    )
    
    
    (10,525
    )INCOME BEFORE INCOME TAXES
    
    
    14,528
    
    
    
    21,288
    
    
    
    5,270
    
    
    
    (22,392
    )
    
    
    18,694Income taxes
    
    
    2,475
    
    
    
    2,860
    
    
    
    1,306
    
    
    
    
    
    
    
    6,641NET INCOME
    
    $
    12,053
    
    
    $
    18,428
    
    
    $
    3,964
    
    
    $
    (22,392
    )
    
    $
    12,053
 18




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CINEMARK USA, INC. AND SUBSIDIARIES
SUBSIDIARY GUARANTORS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION
THREE MONTHS ENDED MARCH 31, 2005
AS RESTATED
  Parent
    
    Subsidiary
    
    SubsidiaryCompany
    
    Guarantors
    
    Non-Guarantors
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income
    
    $
    12,053
    
    
    $
    18,428
    
    
    $
    3,964
    
    
    $
    (22,392
    )
    
    $
    12,053Noncash items in net income
    
    
    (13,679
    )
    
    
    5,413
    
    
    
    7,227
    
    
    
    22,392
    
    
    
    21,353Changes in assets and liabilities
    
    
    (12,666
    )
    
    
    (22,208
    )
    
    
    (850
    )
    
    
    (3,075
    )
    
    
    (38,799
    )Net cash provided by (used for) operating activities
    
    
    (14,292
    )
    
    
    1,633
    
    
    
    10,341
    
    
    
    (3,075
    )
    
    
    (5,393
    )INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (2,500
    )
    
    
    (5,235
    )
    
    
    (2,766
    )
    
    
    
    
    
    
    (10,501
    )Net transactions with affiliates
    
    
    10,610
    
    
    
    (8,143
    )
    
    
    (4,315
    )
    
    
    1,848
    
    
    
    Net cash provided by (used for) investing activities
    
    
    8,110
    
    
    
    (13,378
    )
    
    
    (7,081
    )
    
    
    1,848
    
    
    
    (10,501
    )FINANCING ACTIVITIESCapital contribution from parent
    
    
    3,466
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,466Repayments of long-term debt
    
    
    (650
    )
    
    
    
    
    
    
    (987
    )
    
    
    
    
    
    
    (1,637
    )Change in intercompany notes
    
    
    
    
    
    
    
    
    
    
    (1,227
    )
    
    
    1,227
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    (30
    )Net cash provided by (used for) financing activities
    
    
    2,816
    
    
    
    
    
    
    
    (2,244
    )
    
    
    1,227
    
    
    
    1,799Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    (114
    )
    
    
    
    
    
    
    (114
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (3,366
    )
    
    
    (11,745
    )
    
    
    902
    
    
    
    
    
    
    
    (14,209
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    23,568
    
    
    
    17,553
    
    
    
    59,107
    
    
    
    
    
    
    
    100,228End of period
    
    $
    20,202
    
    
    $
    5,808
    
    
    $
    60,009
    
    
    $
    
    
    
    $
    86,019
 19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
  The Pink Panther V for Vendetta Inside Man Ice Age 2 The Meltdown Pirates of the Carribean Dead Mans Chest Superman Returns X Men 3 Mission Impossible III The DaVinci Code Cars
      Critical Accounting Policies
  20




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##### Table of Contents



Revenue and Expense Recognition
     Impairment of Long-Lived Assets
  
    
    actual theatre level cash flows;
    
    future years budgeted theatre level cash flows;
    
    theatre property and equipment carrying values;
    
    goodwill carrying values;
    
    the age of a recently built theatre;
    
    competitive theatres in the marketplace;
    
    the sharing of a marketplace with our other theatres;
    
    changes in foreign currency exchange rates;
    
    the impact of recent ticket price changes;
    
    available lease renewal options; and
 21




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##### Table of Contents




    
    other factors considered relevant in our assessment of impairment of individual theatre assets.
  Goodwill
 ,
 Acquisitions
  Income Taxes
 Accounting for Contingencies
 22




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##### Table of Contents



Results of Operation
  % of RevenuesThree Months EndedMarch 31,2006
    
    2005RevenuesAdmissions
    
    
    62.5
    %
    
    
    63.6
    %Concession
    
    
    31.7
    %
    
    
    31.0
    %Other
    
    
    5.8
    %
    
    
    5.4
    %Total revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations1
    
    
    74.6
    %
    
    
    74.5
    %General and administrative expenses
    
    
    5.7
    %
    
    
    5.1
    %Depreciation and amortization
    
    
    8.2
    %
    
    
    7.7
    %Impairment of long-lived assets
    
    
    0.1
    %
    
    
    0.1
    %Loss on sale of assets and other
    
    
    0.3
    %
    
    
    0.3
    %Total costs and expenses
    
    
    88.9
    %
    
    
    87.7
    %Operating income
    
    
    11.1
    %
    
    
    12.3
    %
 
 1
    
    Excludes depreciation and amortization. Three months ended March 31, 2006 and 2005
 Revenues.
 Three Months EndedMarch 31,2006
    
    2005
    
    % ChangeAdmissions revenues (in millions)
    
    $
    153.7
    
    
    $
    151.2
    
    
    
    1.6
    %Concession revenues (in millions)
    
    $
    78.1
    
    
    $
    73.8
    
    
    
    5.8
    %Total revenues (in millions)
    
    $
    246.0
    
    
    $
    237.7
    
    
    
    3.5
    %Attendance (in millions)
    
    
    38.5
    
    
    
    40.0
    
    
    
    (3.8
    %)Average ticket price
    
    $
    3.99
    
    
    $
    3.78
    
    
    
    5.7
    %Concession revenues per patron
    
    $
    2.03
    
    
    $
    1.84
    
    
    
    10.0
    %Revenues per screen
    
    $
    73,655
    
    
    $
    74,614
    
    
    
    (1.3
    %)
  23




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##### Table of Contents



Cost of Operations.
   General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Long-Lived Assets
 Loss on Sale of Assets and Other.
 Interest Expense.
 Income Taxes.
 24




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Liquidity and Capital Resources
 Operating Activities
  Investing Activities
     3 4
 25




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##### Table of Contents



Financing Activities
   Payments Due by Period(in millions)Less Than
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    One Year
    
    1 - 3 Years
    
    4 - 5 Years
    
    5 YearsLong-term debt
    
    $
    617.9
    
    
    $
    6.4
    
    
    $
    9.3
    
    
    $
    249.3
    
    
    $
    352.9Scheduled interest payments on
long-term debt1
    
    
    262.0
    
    
    
    48.0
    
    
    
    94.8
    
    
    
    85.8
    
    
    
    33.4Lease obligations
    
    
    1,560.3
    
    
    
    123.8
    
    
    
    259.6
    
    
    
    244.7
    
    
    
    932.2Letters of credit
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Employment agreements
    
    
    9.3
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    
    
    
    
    Purchase commitments 2
    
    
    88.8
    
    
    
    57.3
    
    
    
    30.5
    
    
    
    0.4
    
    
    
    0.6Total obligations
    
    $
    2,538.4
    
    
    $
    238.7
    
    
    $
    400.4
    
    
    $
    580.2
    
    
    $
    1,319.1
 
 1
    
    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, 2006.2
    
    Includes estimated capital expenditures associated with the construction of new
theatres to which we were committed as of March 31, 2006.  Cinemark, Inc. Senior Discount Notes
 3 4
 3 4
 3 4 3 4 3 4
 3 4
 26




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##### Table of Contents



Senior Subordinated Notes
     Senior Secured Credit Facility
     27




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##### Table of Contents



Cinemark Chile Note Payable
  Seasonality
  Cautionary Statement Regarding Forward-Looking Statements
  
    
    future revenues, expenses and profitability;
    
    the future development and expected growth of our business;
    
    projected capital expenditures;
    
    attendance at movies generally, or in any of the markets in which we operate;
    
    the number or diversity of popular movies released;
    
    our ability to successfully license and exhibit popular films;
    
    competition from other exhibitors; and
    
    determinations in lawsuits in which we are a defendant.
  28




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
   Expected Maturity as of March 31, 2006(in millions)
    
    
    
    
    
    AverageMarch 31,
    
    Fair
    
    Interest2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    352.9
    
    
    $
    353.0
    
    
    $
    366.2
    
    
    
    9.0
    %Variable rate
    
    
    6.3
    
    
    
    4.9
    
    
    
    4.4
    
    
    
    4.2
    
    
    
    245.1
    
    
    
    
    
    
    
    264.9
    
    
    
    266.5
    
    
    
    6.6
    %Total debt
    
    $
    6.4
    
    
    $
    4.9
    
    
    $
    4.4
    
    
    $
    4.2
    
    
    $
    245.1
    
    
    $
    352.9
    
    
    $
    617.9
    
    
    $
    632.7
 Expected Maturity as of December 31, 2005(in millions)
    
    AverageDecember 31,
    
    Fair
    
    Interest2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    Thereafter
    
    Total
    
    Value
    
    RateFixed rate
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    353.3
    
    
    $
    353.4
    
    
    $
    362.8
    
    
    
    9.0
    %Variable rate
    
    
    6.8
    
    
    
    5.5
    
    
    
    4.3
    
    
    
    4.1
    
    
    
    185.1
    
    
    
    61.1
    
    
    
    266.9
    
    
    
    268.4
    
    
    
    6.6
    %Total debt
    
    $
    6.9
    
    
    $
    5.5
    
    
    $
    4.3
    
    
    $
    4.1
    
    
    $
    185.1
    
    
    $
    414.4
    
    
    $
    620.3
    
    
    $
    631.2
 Foreign Currency Exchange Rate Risk
  29




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
 PageSupplemental Schedules specified by the senior subordinated notes Indenture:Condensed Consolidating Balance Sheet Information (unaudited) as of March 31, 2006
    
    
    31Condensed Consolidating Statement of Income Information (unaudited) for the three months ended March 31 2006
    
    
    32Condensed Consolidating Statement of Cash Flows Information (unaudited) for the three months ended March 31, 2006
    
    
    33
 30




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING BALANCE SHEETS
 AS OF MARCH 31, 2006
 (In thousands, except share data, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    129,046
    
    
    $
    21,226
    
    
    $
    
    
    
    $
    150,272Inventories
    
    
    3,580
    
    
    
    905
    
    
    
    
    
    
    
    4,485Accounts receivable
    
    
    14,507
    
    
    
    2,894
    
    
    
    (829
    )
    
    
    16,572Prepaid expenses and other
    
    
    3,576
    
    
    
    848
    
    
    
    
    
    
    
    4,424Total current assets
    
    
    150,709
    
    
    
    25,873
    
    
    
    (829
    )
    
    
    175,753THEATRE PROPERTIES AND EQUIPMENT  net
    
    
    709,911
    
    
    
    85,829
    
    
    
    
    
    
    
    795,740OTHER ASSETSGoodwill
    
    
    8,853
    
    
    
    34,818
    
    
    
    
    
    
    
    43,671Investments in and advances to affiliates
    
    
    183,300
    
    
    
    7,059
    
    
    
    (182,956
    )
    
    
    7,403Intangible assets, deferred charges and other assets  net
    
    
    52,692
    
    
    
    9,321
    
    
    
    (11,200
    )
    
    
    50,813Total other assets
    
    
    244,845
    
    
    
    51,198
    
    
    
    (194,156
    )
    
    
    101,887TOTAL ASSETS
    
    $
    1,105,465
    
    
    $
    162,900
    
    
    $
    (194,985
    )
    
    $
    1,073,380LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    2,656
    
    
    $
    3,695
    
    
    $
    
    
    
    $
    6,351Income tax payable
    
    
    6,717
    
    
    
    2,000
    
    
    
    
    
    
    
    8,717Accounts payable and accrued expenses
    
    
    93,940
    
    
    
    16,396
    
    
    
    (812
    )
    
    
    109,524Total current liabilities
    
    
    103,313
    
    
    
    22,091
    
    
    
    (812
    )
    
    
    124,592LONG-TERM LIABILITIESSenior credit agreements
    
    
    252,251
    
    
    
    17,559
    
    
    
    (11,200
    )
    
    
    258,610Senior subordinated notes
    
    
    352,939
    
    
    
    
    
    
    
    
    
    
    
    352,939Deferred income taxes
    
    
    13,422
    
    
    
    (3,872
    )
    
    
    
    
    
    
    9,550Deferred lease expenses
    
    
    28,093
    
    
    
    1,677
    
    
    
    
    
    
    
    29,770Deferred gain on sale leasebacks
    
    
    3,183
    
    
    
    
    
    
    
    
    
    
    
    3,183Deferred revenues and other long-term liabilities
    
    
    1,229
    
    
    
    5,173
    
    
    
    
    
    
    
    6,402Total long-term liabilities
    
    
    651,117
    
    
    
    20,537
    
    
    
    (11,200
    )
    
    
    660,454COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MINORITY INTERESTS IN SUBSIDIARIES
    
    
    10,481
    
    
    
    5,771
    
    
    
    
    
    
    
    16,252SHAREHOLDERS EQUITYClass A common stock, $.01 par value: 10,000,000 shares
authorized, 1,500 shares issued and outstanding
    
    
    
    
    
    
    37,942
    
    
    
    (37,942
    )
    
    
    Class B common stock, no par value: 1,000,000 shares
authorized, 239,893 shares issued and outstanding
    
    
    49,543
    
    
    
    33,050
    
    
    
    (33,050
    )
    
    
    49,543Additional paid-in-capital
    
    
    72,628
    
    
    
    111,981
    
    
    
    (111,981
    )
    
    
    72,628Retained earnings
    
    
    293,861
    
    
    
    (61,987
    )
    
    
    
    
    
    
    231,874Treasury stock, 57,245 Class B shares at cost
    
    
    (24,233
    )
    
    
    
    
    
    
    
    
    
    
    (24,233
    )Accumulated other comprehensive loss
    
    
    (51,245
    )
    
    
    (6,485
    )
    
    
    
    
    
    
    (57,730
    )Total shareholders equity
    
    
    340,554
    
    
    
    114,501
    
    
    
    (182,973
    )
    
    
    272,082TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,105,465
    
    
    $
    162,900
    
    
    $
    (194,985
    )
    
    $
    1,073,380
  31




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING STATEMENTS OF INCOME
 FOR THE THREE MONTHS ENDED MARCH 31, 2006
 (In thousands, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedREVENUES
    
    $
    202,906
    
    
    $
    43,350
    
    
    $
    (267
    )
    
    $
    245,989COSTS AND EXPENSESCost of operations
    
    
    149,660
    
    
    
    34,069
    
    
    
    (267
    )
    
    
    183,462General and administrative expenses
    
    
    11,108
    
    
    
    2,938
    
    
    
    
    
    
    
    14,046Depreciation and amortization
    
    
    15,580
    
    
    
    4,589
    
    
    
    
    
    
    
    20,169Impairment of long-lived assets
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    276Loss on sale of assets and other
    
    
    644
    
    
    
    84
    
    
    
    
    
    
    
    728Total costs and expenses
    
    
    177,268
    
    
    
    41,680
    
    
    
    (267
    )
    
    
    218,681OPERATING INCOME
    
    
    25,638
    
    
    
    1,670
    
    
    
    
    
    
    
    27,308OTHER INCOME (EXPENSE)Interest expense
    
    
    (11,529
    )
    
    
    (492
    )
    
    
    196
    
    
    
    (11,825
    )Amortization of debt issue costs
    
    
    (698
    )
    
    
    (6
    )
    
    
    
    
    
    
    (704
    )Interest income
    
    
    1,758
    
    
    
    332
    
    
    
    (196
    )
    
    
    1,894Foreign currency exchange gain (loss)
    
    
    409
    
    
    
    (349
    )
    
    
    
    
    
    
    60Equity in income (loss) of affiliates
    
    
    24
    
    
    
    (1,213
    )
    
    
    
    
    
    
    (1,189
    )Minority interests in income of subsidiaries
    
    
    (254
    )
    
    
    (18
    )
    
    
    
    
    
    
    (272
    )Total other income (expense)
    
    
    (10,290
    )
    
    
    (1,746
    )
    
    
    
    
    
    
    (12,036
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    15,348
    
    
    
    (76
    )
    
    
    
    
    
    
    15,272Income taxes
    
    
    1,288
    
    
    
    52
    
    
    
    
    
    
    
    1,340NET INCOME (LOSS)
    
    $
    14,060
    
    
    $
    (128
    )
    
    $
    
    
    
    $
    13,932
  32




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##### Table of Contents



CINEMARK USA, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31, 2006
 (In thousands, unaudited)
 Restricted
    
    UnrestrictedGroup
    
    Group
    
    Eliminations
    
    ConsolidatedOPERATING ACTIVITIESNet income (loss)
    
    $
    14,060
    
    
    $
    (128
    )
    
    $
    
    
    
    $
    13,932Noncash items in net income (loss):Depreciation
    
    
    15,388
    
    
    
    4,220
    
    
    
    
    
    
    
    19,608Amortization of intangible and other assets
    
    
    192
    
    
    
    369
    
    
    
    
    
    
    
    561Amortization of foreign advanced rents
    
    
    185
    
    
    
    96
    
    
    
    
    
    
    
    281Amortization of debt issue costs
    
    
    698
    
    
    
    6
    
    
    
    
    
    
    
    704Amortization of gain on sale leasebacks
    
    
    (92
    )
    
    
    
    
    
    
    
    
    
    
    (92
    )Amortization of debt premium
    
    
    (391
    )
    
    
    
    
    
    
    
    
    
    
    (391
    )Amortization of deferred revenues
    
    
    (95
    )
    
    
    
    
    
    
    
    
    
    
    (95
    )Impairment of long-lived assets
    
    
    276
    
    
    
    
    
    
    
    
    
    
    
    276Stock option compensation expense
    
    
    716
    
    
    
    
    
    
    
    
    
    
    
    716Loss on sale of assets and other
    
    
    644
    
    
    
    84
    
    
    
    
    
    
    
    728Deferred lease expenses
    
    
    299
    
    
    
    (47
    )
    
    
    
    
    
    
    252Deferred income tax expenses
    
    
    (5,888
    )
    
    
    11
    
    
    
    
    
    
    
    (5,877
    )Equity in (income) loss of affiliates
    
    
    (24
    )
    
    
    1,213
    
    
    
    
    
    
    
    1,189Minority interests in income of subsidiaries
    
    
    254
    
    
    
    18
    
    
    
    
    
    
    
    272Changes in assets and liabilities
    
    
    (32,600
    )
    
    
    (1,097
    )
    
    
    
    
    
    
    (33,697
    )Net cash provided by (used for) operating activities
    
    
    (6,378
    )
    
    
    4,745
    
    
    
    
    
    
    
    (1,633
    )INVESTING ACTIVITIESAdditions to theatre properties and equipment
    
    
    (25,148
    )
    
    
    (3,098
    )
    
    
    
    
    
    
    (28,246
    )Proceeds from sale of theatre properties and equipment
    
    
    13
    
    
    
    45
    
    
    
    
    
    
    
    58Net transactions with affiliates
    
    
    534
    
    
    
    271
    
    
    
    (534
    )
    
    
    271Net cash used for investing activities
    
    
    (24,601
    )
    
    
    (2,782
    )
    
    
    (534
    )
    
    
    (27,917
    )FINANCING ACTIVITIESProceeds from long-term debt
    
    
    2
    
    
    
    599
    
    
    
    
    
    
    
    601Repayments of long-term debt
    
    
    (650
    )
    
    
    (1,614
    )
    
    
    
    
    
    
    (2,264
    )Other
    
    
    (437
    )
    
    
    (636
    )
    
    
    534
    
    
    
    (539
    )Net cash used for financing activities
    
    
    (1,085
    )
    
    
    (1,651
    )
    
    
    534
    
    
    
    (2,202
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (413
    )
    
    
    257
    
    
    
    
    
    
    
    (156
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (32,477
    )
    
    
    569
    
    
    
    
    
    
    
    (31,908
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    161,523
    
    
    
    20,657
    
    
    
    
    
    
    
    182,180End of period
    
    $
    129,046
    
    
    $
    21,226
    
    
    $
    
    
    
    $
    150,272
  33




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Amended and Restated Articles of Incorporation of the Company
filed with the Texas Secretary of State on September 3, 1992
(incorporated by reference to Exhibit 3.1(a) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed June 30,
1993).3.2(a)
    
    Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Companys Registration Statement on Form S-1
(File No. 033-47040) filed April 9, 1992).3.2(b)
    
    Amendment to Bylaws of the Company dated March 12, 1996
(incorporated by reference to Exhibit 3.2(b) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed March 6,
1997).4.2(a)
    
    Indenture dated February 11, 2003 between the Company and The
Bank of New York Trust Company of Florida, N.A. governing the 9%
Senior Subordinated Notes issued thereunder (incorporated by
reference to Exhibit 10.2(b) to the Companys Annual Report on
Form 10-K (File No. 033-47040) filed March 19, 2003).4.2(b)
    
    First Supplemental Indenture dated as of May 7, 2003 between the
Company, the subsidiary guarantors party thereto and The Bank of
New York Trust Company of Florida, N.A. (incorporated by
reference to Exhibit 4.2(i) to the Companys Registration
Statement on Form S-4 (File No. 333-104940) filed May 28, 2003).4.2(c)
    
    Second Supplemental Indenture dated as of November 11, 2004
between the Company, the subsidiary guarantors party thereto and
The Bank of New York Trust Company of Florida, N.A. (incorporated
by reference to the Companys Annual Report on Form 10-K (File
No. 033-047040) filed March 29, 2005).4.2(d)
    
    Form of 9% Note (contained in the Indenture listed as Exhibit
4.2(a) above) (incorporated by reference to Exhibit 10.2(b) to
the Companys Annual Report on Form 10-K (File 033-47040) filed
March 19, 2003).10.1(a)
    
    Management Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.1(a) to Cinemark, Inc.s Registration Statement on
Form S-1 (File No. 333-88618) filed May 17, 2002).10.1(b)
    
    Management Agreement, dated as of September 10, 2002, between
Cinemark USA, Inc. and Cinemark de Mexico (incorporated by
reference to Exhibit 10.8 to Cinemark Mexico (USA)s Registration
Statement on Form S-4 (File No. 033-72114) filed on November 24,
1994).10.1(c)
    
    Management Agreement, dated December 10, 1993, between Laredo
Theatre, Ltd. and the Company (incorporated by reference to
Exhibit 10.14(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1994).10.1(d)
    
    First Amendment to Management Agreement of Laredo Theatre, Ltd.
effective as of December 10, 2003 between CNMK Texas Properties,
Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo
Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to
Cinemark, Inc.s Registration Statement on Form S-4 (File No.
333-116292) filed September 8, 2004).10.1(e)
    
    Management Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.4(i) to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed March 29, 1995).10.1(f)
    
    First Amendment to Management Agreement of Cinemark Partners II,
Ltd. dated as of January 5, 1998 by and between Cinemark USA,
Inc. and Cinemark Partners II, Ltd. (incorporated by reference to
Exhibit 10.1(f) to the Cinemark, Inc.s Registration Statement on
Form S-4 (File No. 333-116292) filed September 8, 2004).10.1(g)
    
    Management Services Agreement dated April 10, 2003 between
Greeley Partners L.P. and CNMK Texas Properties, Ltd.
(incorporated by reference to Exhibit 10.1(g) to Cinemark, Inc.s
Registration Statement on Form S-4 (File No. 333-116292) filed
September 8, 2004).10.2
    
    Amended and Restated Agreement to Participate in Profits and
Losses, dated as of March 12, 2004, between Cinemark USA, Inc.
and Alan W. Stock (incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q (File No. 033-47040)
filed May 14, 2004).10.3(a)
    
    License Agreement, dated December 10, 1993, between Laredo Joint
Venture and the Company (incorporated by reference to Exhibit
10.14(c) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1994).10.3(b)
    
    License Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.10(c) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed March 29, 1995).10.4(a)
    
    Tax Sharing Agreement, between the Company and Cinemark
International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as of
June 10, 1992 (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K (File No. 033-47040) filed
June 30, 1993).
 34




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##### Table of Contents



10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.10 to Cinemark Mexico (USA)s Registration Statement
on Form S-4 (File No. 033-72114) filed on November 24, 1993).10.5(a)
    
    Indemnification Agreement, between the Company and Lee Roy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(a) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(b)
    
    Indemnification Agreement, between the Company and Tandy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(c)
    
    Indemnification Agreement, between the Company and Alan Stock,
dated as of July 13, 1992 (incorporated by reference to Exhibit
10.23(d) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1993).10.5(d)
    
    Indemnification Agreement, between the Company and W. Bryce
Anderson, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(e)
    
    Indemnification Agreement, between the Company and Sheldon I.
Stein, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(g) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(f)
    
    Indemnification Agreement, between the Company and Heriberto
Guerra, dated as of December 3, 1993 (incorporated by reference
to Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-11895) filed September 13, 1996).10.6(a)
    
    Senior Secured Credit Agreement dated December 4, 1995 among
Cinemark International, L.L.C. (f/k/a Cinemark II, Inc., Cinemark
Mexico (USA) and Cinemark de Mexico (incorporated by reference to
Exhibit 10.18 to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed April 1, 1996).10.6(b)
    
    First Amendment to Senior Secured Credit Agreement, dated as of
September 30, 1996, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(b) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.6(c)
    
    Second Amendment to Senior Secured Credit Agreement, dated as of
September 28, 2000, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(c) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.7(a)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Lee Roy Mitchell (incorporated by reference to
Exhibit 10.14(a) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(b)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Alan Stock (incorporated by reference to
Exhibit 10.14(b) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(c)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tim Warner (incorporated by reference to
Exhibit 10.14(c) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(d)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Robert Copple (incorporated by reference to
Exhibit 10.14(d) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(e)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Rob Carmony (incorporated by reference to
Exhibit 10.14(e) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(f)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tandy Mitchell (incorporated by reference to
Exhibit 10.14(f) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).
 35




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##### Table of Contents



10.8(a)
    
    Amended and Restated Credit Agreement, dated April 2, 2004, among
Cinemark, Inc., CNMK Holdings, Inc., the Company, the several
lenders from time to time parties thereto, Lehman Brothers Inc.
and Goldman Sachs Credit Partners LP, as Joint Legal Arrangers,
Goldman Sachs Credit Partners LP, as Syndication Agent, Deutsche
Bank Securities, Inc., The Bank of New York, General Electric
Capital Corporation and CIBC Inc. as Documentation Agents and
Lehman Commercial Paper Inc. as Administrative Agent
(incorporated by reference to Exhibit 10.15 to the Companys
Quarterly Report on Form 10-Q (File No. 033-47040) filed May 14,
2004).10.8(b)
    
    First Amendment to the Amended and Restated Credit Agreement,
dated August 18, 2004, among Cinemark, Inc., CNMK Holdings, Inc.,
Cinemark USA, Inc., the several lenders from time to time parties
thereto, Lehman Brothers Inc. and Goldman Sachs Credit Partners
LP, as Joint Lead Arrangers, Goldman Sachs Credit Partners LP,
as Syndication Agent, Deutsche Bank Securities, Inc., The Bank of
New York, General Electric Capital Corporation and CIBC Inc. as
Documentation Agents and Lehman Commercial Paper Inc. as
Administrative Agent (incorporated by reference to Exhibit
10.15(b) to the Companys Quarterly Report on Form 10-Q (File No.
033-47040) filed May 13, 2005).10.9
    
    Amended and Restated Guaranty and Collateral Agreement, dated
April 2, 2004, among Cinemark, Inc., CNMK Holdings Inc., the
Company and certain of it subsidiaries in favor of Lehman
Commercial Paper, Inc., as administrative agent (incorporated by
reference to Exhibit 10.16 to the Companys Quarterly Report on
Form 10-Q (File No. 033-47040) filed May 14, 2004).10.10(a)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Venture II Equity
Holdings Corporation, Inc. and Kristal Holdings Limited
(incorporated by reference to Exhibit 10.20(a) to Cinemark,
Inc.s Quarterly Report on Form 10-Q (File No. 333-116292) filed
May 13, 2005).10.10(b)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Prona Global
Ltd., Messrs. Edgar Gleich, Riccardo Arduini, Moises Pinsky,
Eduardo Alalou, and Robert Luis Leme Klabin (incorporated by
reference to Exhibit 10.20(b) to Cinemark, Inc.s Quarterly
Report on Form 10-Q (File No. 333-116292) filed May 13, 2005).*31.1
    
    Certification of Chief Executive Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of the Chief Executive Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of the Chief Financial Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith. 36




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##### Table of Contents



SIGNATURES
  CINEMARK USA, INC.RegistrantDATE:May 15, 2006/s/ Alan W. StockAlan W. StockPresident/s/ Robert CoppleRobert CoppleChief Financial Officer
 37




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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    Amended and Restated Articles of Incorporation of the Company
filed with the Texas Secretary of State on September 3, 1992
(incorporated by reference to Exhibit 3.1(a) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed June 30,
1993).3.2(a)
    
    Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Companys Registration Statement on Form S-1
(File No. 033-47040) filed April 9, 1992).3.2(b)
    
    Amendment to Bylaws of the Company dated March 12, 1996
(incorporated by reference to Exhibit 3.2(b) to the Companys
Annual Report on Form 10-K (File No. 033-47040) filed March 6,
1997).4.2(a)
    
    Indenture dated February 11, 2003 between the Company and The
Bank of New York Trust Company of Florida, N.A. governing the 9%
Senior Subordinated Notes issued thereunder (incorporated by
reference to Exhibit 10.2(b) to the Companys Annual Report on
Form 10-K (File No. 033-47040) filed March 19, 2003).4.2(b)
    
    First Supplemental Indenture dated as of May 7, 2003 between the
Company, the subsidiary guarantors party thereto and The Bank of
New York Trust Company of Florida, N.A. (incorporated by
reference to Exhibit 4.2(i) to the Companys Registration
Statement on Form S-4 (File No. 333-104940) filed May 28, 2003).4.2(c)
    
    Second Supplemental Indenture dated as of November 11, 2004
between the Company, the subsidiary guarantors party thereto and
The Bank of New York Trust Company of Florida, N.A. (incorporated
by reference to the Companys Annual Report on Form 10-K (File
No. 033-047040) filed March 29, 2005).4.2(d)
    
    Form of 9% Note (contained in the Indenture listed as Exhibit
4.2(a) above) (incorporated by reference to Exhibit 10.2(b) to
the Companys Annual Report on Form 10-K (File 033-47040) filed
March 19, 2003).10.1(a)
    
    Management Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.1(a) to Cinemark, Inc.s Registration Statement on
Form S-1 (File No. 333-88618) filed May 17, 2002).10.1(b)
    
    Management Agreement, dated as of September 10, 2002, between
Cinemark USA, Inc. and Cinemark de Mexico (incorporated by
reference to Exhibit 10.8 to Cinemark Mexico (USA)s Registration
Statement on Form S-4 (File No. 033-72114) filed on November 24,
1994).10.1(c)
    
    Management Agreement, dated December 10, 1993, between Laredo
Theatre, Ltd. and the Company (incorporated by reference to
Exhibit 10.14(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1994).10.1(d)
    
    First Amendment to Management Agreement of Laredo Theatre, Ltd.
effective as of December 10, 2003 between CNMK Texas Properties,
Ltd. (successor in interest to Cinemark USA, Inc.) and Laredo
Theatre Ltd. (incorporated by reference to Exhibit 10.1(d) to
Cinemark, Inc.s Registration Statement on Form S-4 (File No.
333-116292) filed September 8, 2004).10.1(e)
    
    Management Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.4(i) to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed March 29, 1995).10.1(f)
    
    First Amendment to Management Agreement of Cinemark Partners II,
Ltd. dated as of January 5, 1998 by and between Cinemark USA,
Inc. and Cinemark Partners II, Ltd. (incorporated by reference to
Exhibit 10.1(f) to the Cinemark, Inc.s Registration Statement on
Form S-4 (File No. 333-116292) filed September 8, 2004).10.1(g)
    
    Management Services Agreement dated April 10, 2003 between
Greeley Partners L.P. and CNMK Texas Properties, Ltd.
(incorporated by reference to Exhibit 10.1(g) to Cinemark, Inc.s
Registration Statement on Form S-4 (File No. 333-116292) filed
September 8, 2004).10.2
    
    Amended and Restated Agreement to Participate in Profits and
Losses, dated as of March 12, 2004, between Cinemark USA, Inc.
and Alan W. Stock (incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q (File No. 033-47040)
filed May 14, 2004).10.3(a)
    
    License Agreement, dated December 10, 1993, between Laredo Joint
Venture and the Company (incorporated by reference to Exhibit
10.14(c) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1994).10.3(b)
    
    License Agreement, dated September 1, 1994, between Cinemark
Partners II, Ltd. and the Company (incorporated by reference to
Exhibit 10.10(c) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed March 29, 1995).10.4(a)
    
    Tax Sharing Agreement, between the Company and Cinemark
International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as of
June 10, 1992 (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K (File No. 033-47040) filed
June 30, 1993).




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##### Table of Contents



10.4(b)
    
    Tax Sharing Agreement, dated as of July 28, 1993, between the
Company and Cinemark Mexico (USA) (incorporated by reference to
Exhibit 10.10 to Cinemark Mexico (USA)s Registration Statement
on Form S-4 (File No. 033-72114) filed on November 24, 1993).10.5(a)
    
    Indemnification Agreement, between the Company and Lee Roy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(a) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(b)
    
    Indemnification Agreement, between the Company and Tandy
Mitchell, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(b) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(c)
    
    Indemnification Agreement, between the Company and Alan Stock,
dated as of July 13, 1992 (incorporated by reference to Exhibit
10.23(d) to the Companys Annual Report on Form 10-K (File No.
033-47040) filed June 30, 1993).10.5(d)
    
    Indemnification Agreement, between the Company and W. Bryce
Anderson, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(e)
    
    Indemnification Agreement, between the Company and Sheldon I.
Stein, dated as of July 13, 1992 (incorporated by reference to
Exhibit 10.23(g) to the Companys Annual Report on Form 10-K
(File No. 033-47040) filed June 30, 1993).10.5(f)
    
    Indemnification Agreement, between the Company and Heriberto
Guerra, dated as of December 3, 1993 (incorporated by reference
to Exhibit 10.23(f) to the Companys Annual Report on Form 10-K
(File No. 033-11895) filed September 13, 1996).10.6(a)
    
    Senior Secured Credit Agreement dated December 4, 1995 among
Cinemark International, L.L.C. (f/k/a Cinemark II, Inc., Cinemark
Mexico (USA) and Cinemark de Mexico (incorporated by reference to
Exhibit 10.18 to the Companys Annual Report on Form 10-K (File
No. 033-47040) filed April 1, 1996).10.6(b)
    
    First Amendment to Senior Secured Credit Agreement, dated as of
September 30, 1996, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(b) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.6(c)
    
    Second Amendment to Senior Secured Credit Agreement, dated as of
September 28, 2000, by and among Cinemark II, Inc., Cinemark
Mexico (USA), Inc. and Cinemark de Mexico, S.A. de C.V.
(incorporated by reference to Exhibit 10.11(c) to Cinemark,
Inc.s Registration Statement on Form S-1 (File No. 333-88618)
filed on May 17, 2002).10.7(a)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Lee Roy Mitchell (incorporated by reference to
Exhibit 10.14(a) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(b)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Alan Stock (incorporated by reference to
Exhibit 10.14(b) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(c)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tim Warner (incorporated by reference to
Exhibit 10.14(c) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(d)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Robert Copple (incorporated by reference to
Exhibit 10.14(d) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(e)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Rob Carmony (incorporated by reference to
Exhibit 10.14(e) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).10.7(f)
    
    Employment Agreement, dated as of March 12, 2004, between
Cinemark, Inc. and Tandy Mitchell (incorporated by reference to
Exhibit 10.14(f) to the Companys Quarterly Report on Form 10-Q
(File No. 033-47040) filed May 14, 2004).




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##### Table of Contents



10.8(a)
    
    Amended and Restated Credit Agreement, dated April 2, 2004, among
Cinemark, Inc., CNMK Holdings, Inc., the Company, the several
lenders from time to time parties thereto, Lehman Brothers Inc.
and Goldman Sachs Credit Partners LP, as Joint Legal Arrangers,
Goldman Sachs Credit Partners LP, as Syndication Agent, Deutsche
Bank Securities, Inc., The Bank of New York, General Electric
Capital Corporation and CIBC Inc. as Documentation Agents and
Lehman Commercial Paper Inc. as Administrative Agent
(incorporated by reference to Exhibit 10.15 to the Companys
Quarterly Report on Form 10-Q (File No. 033-47040) filed May 14,
2004).10.8(b)
    
    First Amendment to the Amended and Restated Credit Agreement,
dated August 18, 2004, among Cinemark, Inc., CNMK Holdings, Inc.,
Cinemark USA, Inc., the several lenders from time to time parties
thereto, Lehman Brothers Inc. and Goldman Sachs Credit Partners
LP, as Joint Lead Arrangers, Goldman Sachs Credit Partners LP,
as Syndication Agent, Deutsche Bank Securities, Inc., The Bank of
New York, General Electric Capital Corporation and CIBC Inc. as
Documentation Agents and Lehman Commercial Paper Inc. as
Administrative Agent (incorporated by reference to Exhibit
10.15(b) to the Companys Quarterly Report on Form 10-Q (File No.
033-47040) filed May 13, 2005).10.9
    
    Amended and Restated Guaranty and Collateral Agreement, dated
April 2, 2004, among Cinemark, Inc., CNMK Holdings Inc., the
Company and certain of it subsidiaries in favor of Lehman
Commercial Paper, Inc., as administrative agent (incorporated by
reference to Exhibit 10.16 to the Companys Quarterly Report on
Form 10-Q (File No. 033-47040) filed May 14, 2004).10.10(a)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Venture II Equity
Holdings Corporation, Inc. and Kristal Holdings Limited
(incorporated by reference to Exhibit 10.20(a) to Cinemark,
Inc.s Quarterly Report on Form 10-Q (File No. 333-116292) filed
May 13, 2005).10.10(b)
    
    Stock Purchase Agreement dated as of August 18, 2004, among
Cinemark Empreendimentos e Participacoes, Ltda, Prona Global
Ltd., Messrs. Edgar Gleich, Riccardo Arduini, Moises Pinsky,
Eduardo Alalou, and Robert Luis Leme Klabin (incorporated by
reference to Exhibit 10.20(b) to Cinemark, Inc.s Quarterly
Report on Form 10-Q (File No. 333-116292) filed May 13, 2005).*31.1
    
    Certification of Chief Executive Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Chief Financial Officer of Cinemark USA, Inc.
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of the Chief Executive Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    Certification of the Chief Financial Officer of Cinemark USA,
Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    filed herewith