CINEMARK USA, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION (H)(1)(A) AND (B) OF FORM 10-Q AND THEREFORE IS FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number: 033-47040

CINEMARK USA, INC.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)		75-2206284 (I.R.S. Employer Identification No.)
3900 Dallas Parkway Suite 500 Plano, Texas (Address of principal executive offices)		75093 (Zip Code)

Registrant’s telephone number, including area code: (972) 665-1000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     As of July 31, 2010, 1,500 shares of Class A common stock and 182,648 shares of Class B common stock were outstanding.

 

 

CINEMARK USA, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 (unaudited)			4
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2010 and 2009 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (unaudited)			6
Notes to Condensed Consolidated Financial Statements (unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 4. Controls and Procedures			39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			40
Item 1A. Risk Factors			40
Item 5. Other Information			40
Item 6. Exhibits			44
SIGNATURES			45
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Cautionary Statement Regarding Forward-Looking Statements

Certain matters within this Quarterly Report on Form 10Q include “forward–looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included in this Form 10Q, other than statements of historical fact, may constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. For a description of the risk factors, please review the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed March 12, 2010 and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such risk factors. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CINEMARK USA, INC. AND SUBSIDIARIES

		June 30,				December 31,
		2010				2009
Assets
Current assets
Cash and cash equivalents		$	435,715			$	437,737
Inventories			10,302				9,854
Accounts receivable			40,638				32,793
Income tax receivable			13,961				13,025
Current deferred tax asset			3,289				3,321
Prepaid expenses and other			9,453				10,051
Accounts receivable from parent			8,281				7,656
Total current assets			521,639				514,437
Theatre properties and equipment			1,948,064				1,936,535
Less accumulated depreciation and amortization			763,810				716,947
Theatre properties and equipment — net			1,184,254				1,219,588
Other assets
Goodwill			1,114,343				1,116,302
Intangible assets — net			339,210				342,998
Investment in NCM			64,283				34,232
Investment in DCIP			13,469				640
Investment in Real D			6,521				—
Investments in and advances to affiliates			3,849				2,889
Deferred charges and other assets — net			65,809				52,502
Total other assets			1,607,484				1,549,563
Total assets		$	3,313,377			$	3,283,588
Liabilities and equity
Current liabilities
Current portion of long-term debt		$	11,112			$	12,227
Current portion of capital lease obligations			7,344				7,340
Current liability for uncertain tax positions			2,652				13,229
Accounts payable and accrued expenses			229,254				247,938
Total current liabilities			250,362				280,734
Long-term liabilities
Long-term debt, less current portion			1,526,805				1,531,478
Capital lease obligations, less current portion			131,680				133,028
Deferred tax liability			110,339				124,823
Liability for uncertain tax positions			15,753				18,432
Deferred lease expenses			29,359				27,698
Deferred revenue — NCM			232,212				203,006
Other long-term liabilities			48,188				42,248
Total long-term liabilities			2,094,336				2,080,713
Commitments and contingencies (see Note 19)
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Class A common stock, $0.01 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 182,648 shares outstanding			49,543				49,543
Treasury stock, 57,245 Class B shares at cost			(24,233	)			(24,233	)
Additional paid-in-capital			1,162,894				1,151,166
Retained deficit			(220,633	)			(261,672	)
Accumulated other comprehensive loss			(10,370	)			(7,459	)
Total Cinemark USA, Inc.’s stockholder’s equity			957,201				907,345
Noncontrolling interests			11,478				14,796
Total equity			968,679				922,141
Total liabilities and equity		$	3,313,377			$	3,283,588

The accompanying notes are an integral part of the condensed consolidated financial statements.

CINEMARK USA, INC. AND SUBSIDIARIES

		Three months ended June 30,								Six months ended June 30,
		2010				2009				2010				2009
Revenues
Admissions		$	353,085			$	339,088			$	696,075			$	618,971
Concession			165,230				158,926				318,334				288,957
Other			21,054				19,494				41,591				35,380
Total revenues			539,369				517,508				1,056,000				943,308
Cost of operations
Film rentals and advertising			193,550				190,826				382,369				337,952
Concession supplies			24,494				24,027				46,900				43,744
Salaries and wages			56,250				52,070				108,792				96,420
Facility lease expense			61,990				59,195				124,705				114,933
Utilities and other			57,648				54,168				112,869				102,896
General and administrative expenses			24,461				23,247				49,452				44,658
Depreciation and amortization			34,657				37,535				68,590				73,668
Amortization of favorable/unfavorable leases			258				346				416				669
Impairment of long-lived assets			4,688				3,930				5,035				4,969
Loss on sale of assets and other			1,191				1,186				4,358				1,458
Total cost of operations			459,187				446,530				903,486				821,367
Operating income			80,182				70,978				152,514				121,941
Other income (expense)
Interest expense			(28,605	)			(15,257	)			(54,615	)			(30,539	)
Interest income			1,379				937				2,432				2,610
Foreign currency exchange gain			348				472				80				538
Distributions from NCM			1,332				5,027				11,278				11,606
Equity in loss of affiliates			(3,182	)			(415	)			(3,155	)			(1,020	)
Total other expense			(28,728	)			(9,236	)			(43,980	)			(16,805	)
Income before income taxes			51,454				61,742				108,534				105,136
Income taxes			10,392				18,190				30,425				36,651
Net income		$	41,062			$	43,552			$	78,109			$	68,485
Less: Net income attributable to noncontrolling interests			1,077				1,137				2,695				1,923
Net income attributable to Cinemark USA, Inc.		$	39,985			$	42,415			$	75,414			$	66,562

The accompanying notes are an integral part of the condensed consolidated financial statements.

CINEMARK USA, INC. AND SUBSIDIARIES

		Six months ended June 30,
		2010				2009
Operating activities
Net income		$	78,109			$	68,485
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			66,378				71,678
Amortization of intangible and other assets and unfavorable leases			2,628				2,659
Amortization of long-term prepaid rents			779				750
Amortization of debt issue costs			2,357				1,727
Amortization of deferred revenues, deferred lease incentives and other			(3,005	)			(2,167	)
Amortization of accumulated other comprehensive loss related to interest rate swap agreement			2,317				2,317
Amortization of bond discount			381				—
Impairment of long-lived assets			5,035				4,969
Share based awards compensation expense			2,873				2,153
Loss on sale of assets and other			2,325				1,458
Loss on contribution and sale of digital projection systems to DCIP			2,033				—
Deferred lease expenses			1,697				2,121
Deferred income tax expenses			(14,176	)			(17,006	)
Equity in loss of affiliates			3,155				1,020
Tax benefit related to stock option exercises			1,904				—
Increase in deferred revenue related to new U.S. beverage agreement			—				6,550
Distributions from equity investees			2,059				1,078
Changes in assets and liabilities			(48,965	)			21,261
Net cash provided by operating activities			107,884				169,053
Investing activities
Additions to theatre properties and equipment			(56,960	)			(60,918	)
Proceeds from sale of theatre properties and equipment			2,148				653
Acquisition of theatres in the U.S.			—				(48,950	)
Investment in joint venture — DCIP, net of cash distributions			(644	)			(1,500	)
Net cash used for investing activities			(55,456	)			(110,715	)
Financing activities
Capital contributions from parent			—				19,650
Dividends paid to parent			(34,375	)			(452,975	)
Payroll taxes paid as a result of noncash stock option exercises and restricted stock withholdings			(416	)			—
Proceeds from issuance of senior notes			—				458,532
Payment of debt issue costs			(8,706	)			(12,423	)
Repayments of long-term debt			(6,136	)			(6,289	)
Payments on capital leases			(3,606	)			(2,830	)
Other			(110	)			(795	)
Net cash provided by (used for) financing activities			(53,349	)			2,870
Effect of exchange rate changes on cash and cash equivalents			(1,101	)			7,959
Increase (decrease) in cash and cash equivalents			(2,022	)			69,167
Cash and cash equivalents:
Beginning of period			437,737				313,238
End of period		$	435,715			$	382,405
Supplemental information (See Note 15)

The accompanying notes are an integral part of the condensed consolidated financial statements.

CINEMARK USA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In thousands, except share and per share data

1. The Company and Basis of Presentation

     Cinemark USA, Inc. and subsidiaries (the “Company”) is a leader in the motion picture exhibition industry, with theatres in the United States (“U.S.”), Canada, Brazil, Mexico, Chile, Colombia, Argentina, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. The Company also managed additional theatres in the U.S., Brazil, and Colombia during the six months ended June 30, 2010.

     The condensed consolidated financial statements have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these interim financial statements reflect all adjustments of a recurring nature necessary to state fairly the financial position and results of operations as of, and for, the periods indicated. Majority-owned subsidiaries that the Company has control of are consolidated while those affiliates of which the Company owns between 20% and 50% and does not control are accounted for under the equity method. Those affiliates of which the Company owns less than 20% are generally accounted for under the cost method, unless the Company is deemed to have the ability to exercise significant influence over the affiliate, in which case the Company would account for its investment under the equity method. The results of these subsidiaries and affiliates are included in the condensed consolidated financial statements effective with their formation or from their dates of acquisition. Intercompany balances and transactions are eliminated in consolidation.

     These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2009, included in the Annual Report on Form 10-K filed March 12, 2010 by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Operating results for the six months ended June 30, 2010, are not necessarily indicative of the results to be achieved for the full year.

2. New Accounting Pronouncements

     In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 107-1 and APB 28-1 (FASB ASC Topic 825) “Interim Disclosures about Fair Value of Financial Instruments”. FSP FAS 107-1 and APB 28-1 (FASB ASC Topic 825) require that disclosures about the fair value of financial instruments be included in the notes to financial statements issued during interim periods. Fair value information must be presented in the notes to financial statements together with the carrying amounts of the financial instruments. It must be clearly stated whether the amounts are assets or liabilities and how they relate to information presented in the balance sheet. The disclosures must include methods and significant assumptions used to estimate fair values, along with any changes in those methods and assumptions from prior periods. FSP FAS 107-1 and APB 28-1 (FASB ASC Topic 825) were effective for interim and annual periods ending after June 15, 2009, with early adoption permitted. Upon adoption of FSP FAS 107-1 and APB 28-1(FASB ASC Topic 825), the Company added a disclosure regarding the fair value of its long-term debt (see Note 10). Below is a summary of the Company’s financial instruments:

		June 30, 2010								December 31, 2009
		Carrying				Fair				Carrying				Fair
		Value				Value				Value				Value
Debt (see Note 10)		$	(1,537,917	)		$	(1,516,184	)		$	(1,543,705	)		$	(1,513,838	)
Interest rate swap agreements (see Note 11)		$	(19,257	)		$	(19,257	)		$	(18,524	)		$	(18,524	)

     In May 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 165 (FASB ASC Topic 855), “Subsequent Events". SFAS No. 165 (FASB ASC Topic 855) should not result in significant changes in the subsequent events that an entity reports. Rather, SFAS No. 165 (FASB ASC Topic 855) introduced the concept of financial statements that are available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles and all approvals necessary for issuance have been obtained. SFAS No. 165 (FASB ASC Topic 855) was effective for interim or annual financial periods ending after June 15, 2009. The adoption of SFAS No. 165 (FASB ASC Topic 855) did not have a significant impact on the Company’s condensed consolidated financial statements.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     In June 2009, the FASB issued SFAS No. 168 (FASB ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles", which authorizes the Codification as the sole source for authoritative generally accepted accounting principles in the U.S. (“U.S. GAAP”). SFAS No. 168 (FASB ASC Topic 105) was effective for financial statements issued for reporting periods that end after September 15, 2009. SFAS No. 168 (FASB ASC Topic 105) supersedes all accounting standards in U.S. GAAP, aside from those issued by the SEC. SFAS No. 168 (FASB ASC Topic 105) replaced SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification. The adoption of SFAS No. 168 (FASB ASC Topic 105) did not have a significant impact on the Company’s condensed consolidated financial statements.

     In December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-17, “Consolidations (Topic 810) — Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU No. 2009-17 requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity is required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU No. 2009-17 is effective for fiscal years beginning after November 15, 2009, and interim periods within those fiscal years. The Company adopted ASU No. 2009-17 as of January 1, 2010, and its application had no impact on the Company’s condensed consolidated financial statements.

     In January 2010, the FASB issued FASB ASU 2010-06, “Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements (“ASU 2010-06”)”, which amends FASB ASC Topic 820-10, “Fair Value Measurements and Disclosures". The update requires additional disclosures for transfers in and out of Levels 1 and 2 and for activity in Level 3 and clarifies certain other existing disclosure requirements. The Company adopted ASU 2010-06 beginning January 1, 2010. This update did not have a significant impact on the Company’s disclosures.

3. Buyout of Colombia Noncontrolling Interest

     During April 2010, the Company’s partners in Colombia (the “Colombian Partners”) exercised an option available to them under an Exchange Option Agreement dated April 9, 2007 between Cinemark Holdings, Inc. and the Colombian Partners (the “Exchange Option Agreement”). Under this option, which was contingent upon completion of an initial public offering of common stock by Cinemark Holdings, Inc., the Colombian Partners were entitled to exchange their shares in Cinemark Colombia S.A. for shares of Cinemark Holdings, Inc.’s common stock (the “Colombia Share Exchange”). The number of shares to be exchanged was determined based on Cinemark Holdings, Inc.’s equity value and the equity value of the Colombian Partners’ interest in Cinemark Colombia S.A., both of which are defined in the Exchange Option Agreement. As a result of the Colombia Share Exchange, on June 14, 2010, Cinemark Holdings, Inc. issued 1,112,723 shares of its common stock to the Colombian Partners. Simultaneously, Cinemark Holdings, Inc. contributed the shares it received in Cinemark Colombia S.A. to the Company. The increase in the Company’s ownership interest in its Colombian subsidiary was accounted for as an equity transaction. The Company recorded an increase in additional-paid-in-capital of approximately $6,951, which represented the book value of the Colombian partners’ noncontrolling interest account of approximately $5,865 plus the Colombian partners’ share of accumulated other comprehensive loss of approximately $1,086. As a result of this transaction, the Company now owns 100% of the shares in Cinemark Colombia S.A.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

4. Equity

     Below is a summary of changes in stockholder’s equity attributable to Cinemark USA, Inc., noncontrolling interests and total equity for the six months ended June 30, 2010 and 2009:

		Cinemark
		USA, Inc.
		Stockholder’s				Noncontrolling				Total
		Equity				Interests				Equity
Balance at January 1, 2010		$	907,345			$	14,796			$	922,141
Colombia Share Exchange (see Note 3)			5,865				(5,865	)			—
Share based awards compensation expense			2,873				—				2,873
Dividends paid to parent			(34,375	)			—				(34,375	)
Tax benefit related to stock option exercises			1,904				—				1,904
Dividends paid to noncontrolling interests			—				(110	)			(110	)
Comprehensive income:
Net income			75,414				2,695				78,109
Fair value adjustments on interest rate swap agreements, net of taxes of $276			(456	)			—				(456	)
Amortization of accumulated other comprehensive loss on terminated swap agreement			2,317				—				2,317
Foreign currency translation adjustment			(3,686	)			(38	)			(3,724	)
Balance at June 30, 2010		$	957,201			$	11,478			$	968,679

		Cinemark
		USA, Inc.
		Stockholder’s				Noncontrolling				Total
		Equity				Interests				Equity
Balance at January 1, 2009		$	1,142,920			$	12,971			$	1,155,891
Share based awards compensation expense			2,153				—				2,153
Dividends paid to parent			(452,975	)			—				(452,975	)
Capital contributions from parent			55,525				—				55,525
Dividends paid to noncontrolling interests			—				(700	)			(700	)
Purchase of noncontrolling interest share of an Argentina subsidiary			23				(117	)			(94	)
Comprehensive income:
Net income			66,562				1,923				68,485
Fair value adjustments on interest rate swap agreements, net of taxes of $2,181			3,605				—				3,605
Amortization of accumulated other comprehensive loss on terminated swap agreement			2,317				—				2,317
Foreign currency translation adjustment			33,414				127				33,541
Balance at June 30, 2009		$	853,544			$	14,204			$	867,748

5. Acquisition of U.S. Theatres

     On March 18, 2009, the Company acquired four theatres with 82 screens from Muvico Entertainment L.L.C. in an asset purchase for $48,950 in cash. The acquisition resulted in an expansion of the Company’s U.S. theatre base, as three of the theatres are located in Florida and one theatre is located in Maryland. The Company incurred approximately $113 in transaction costs, which are reflected in general and administrative expenses on the condensed consolidated statement of income for the six months ended June 30, 2009.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     The transaction was accounted for by applying the acquisition method. The following table represents the identifiable assets acquired and liabilities assumed that have been recognized by the Company in its condensed consolidated balance sheet as of the date of acquisition:

Theatre properties and equipment		$	25,575
Brandname			3,500
Noncompete agreement			1,630
Goodwill			44,565
Unfavorable lease			(3,600	)
Capital lease liability (for one theatre)			(22,720	)
Total		$	48,950

     The brandname and noncompete agreement are presented as intangible assets and the unfavorable lease is presented as other long-term liabilities on the Company’s condensed consolidated balance sheets. The weighted average remaining amortization period for these intangible assets and the unfavorable lease are 8.4 years and 8.8 years, respectively. Goodwill represents excess of the costs of acquiring these theatres over amounts assigned to assets acquired, including intangible assets, and liabilities assumed. The goodwill recorded is fully deductible for tax purposes.

6. Investment in National CineMedia

     Below is a summary of activity with NCM included in the Company’s condensed consolidated financial statements:

		Investment				Deferred				Distributions				Equity				Other				Cash
		in NCM				Revenue				from NCM				Earnings				Revenue				Received
Balance as of December 31, 2009		$	34,232			$	(203,006	)
Receipt of common units due to annual common unit adjustment			30,683				(30,683	)		$	—			$	—			$	—			$	—
Change of interest gain due to 2010 extraordinary common unit adjustment			271				—				—				—				—				—
Revenues earned under exhibitor services agreement			—				—				—				—				(2,434	)			2,434
Receipt of excess cash distributions			(1,454	)			—				(8,211	)			—				—				9,665
Receipt under tax receivable agreement			(477	)			—				(3,067	)			—				—				3,544
Equity in earnings			1,028				—				—				(1,028	)			—				—
Amortization of deferred revenue			—				1,477				—				—				(1,477	)			—
Balance as of and for the period ended June 30, 2010		$	64,283			$	(232,212	)		$	(11,278	)		$	(1,028	)		$	(3,911	)		$	15,643

     During March 2010, NCM performed its annual common unit adjustment calculation under the Common Unit Adjustment Agreement. As a result of the calculation, the Company received an additional 1,757,548 common units of NCM, each of which is convertible into one share of NCM, Inc. common stock. The Company recorded the additional common units received at fair value as an investment with a corresponding adjustment to deferred revenue of $30,683. The common unit adjustment resulted in a change in the Company’s ownership percentage in NCM from approximately 15.0% to 16.3%. Subsequent to the annual common unit adjustment discussed above, in May 2010, one of NCM’s other founding members completed an acquisition of another theatre circuit that required an extraordinary common unit adjustment calculation by NCM in accordance with the Common Unit Adjustment Agreement. As a result of this extraordinary common unit adjustment, the founding member was granted additional common units of NCM, which resulted in dilution of the Company’s ownership interest in NCM from 16.3% to 15.4%. The Company recognized a change of interest gain of approximately $271 during the three and six months ended June 30, 2010 as a result of this extraordinary common unit adjustment, which is reflected net of other losses in loss on sale of assets and other on the condensed consolidated statement of income.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     As of June 30, 2010, the Company owned a total of 16,946,503 common units of NCM. The Company continues to account for its investment in NCM under the equity method of accounting. During the six months ended June 30, 2010 and June 30, 2009, the Company recorded equity earnings of approximately $1,028 and $407, respectively.

     Pursuant to the terms of the Exhibitor Services Agreement, the Company recorded other revenues, excluding the amortization of deferred revenue, of approximately $2,434 and $2,870 during the six months ended June 30, 2010 and 2009, respectively. These amounts include the per patron and per digital advertising screen theatre access fee and theatre rental revenue, net of amounts due to NCM for on-screen advertising time provided to the Company’s beverage concessionaire of $5,183 and $4,790, respectively.

     Below is summary financial information for NCM for the three and six months ended July 1, 2010:

		Three Months				Six Months
		Ended July 1, 2010				Ended July 1, 2010
Gross revenues		$	98,998			$	183,656
Operating income		$	43,550			$	69,710
Net earnings		$	27,546			$	40,193

7. Investment in Digital Cinema Implementation Partners

     On February 12, 2007, the Company, AMC Entertainment Inc. and Regal Entertainment Group entered into a joint venture known as Digital Cinema Implementation Partners LLC (“DCIP”) to facilitate the implementation of digital cinema in the Company’s theatres and to establish agreements with major motion picture studios for the financing of digital cinema.

     During January 2010, the Company contributed $500 to DCIP. On March 10, 2010, the Company signed a master equipment lease agreement and other related agreements (collectively the “agreements”) with Kasima LLC (“Kasima”), which is an indirect subsidiary of DCIP and a related party to the Company. Upon signing the agreements, the Company contributed cash of $1,201 and digital projection systems at a fair value of $16,380 to DCIP (collectively the “contributions”), which DCIP then contributed to Kasima. The net book value of the contributed equipment was approximately $18,090, and as a result, the Company recorded a loss of approximately $1,710, which is reflected in loss on sale of assets and other on the condensed consolidated statement of income for the six months ended June 30, 2010. Subsequent to the contributions, the Company continues to have a 33% voting interest in DCIP and has a 24.3% economic interest in DCIP. On April 24, 2010, the Company sold digital projection systems with a net book value of approximately $1,520 to Kasima for approximately $1,197, resulting in an additional loss of approximately $323, which is reflected in loss on sale of assets and other on the condensed consolidated statement of income for the three and six months ended June 30, 2010.

     The Company has a variable interest in Kasima through the terms of its master equipment lease agreement; however, the Company has determined that it is not the primary beneficiary of Kasima, as the Company does not have the ability to direct the activities of Kasima that most significantly impact Kasima’s economic performance. The Company accounts for its investment in DCIP and its subsidiaries under the equity method of accounting. During the six months ended June 30, 2010 and 2009, the Company recorded equity losses of $4,195 and $1,478, respectively, relating to this investment. During March 2010, the Company received a cash distribution of $1,057 from DCIP.

     As a result of these agreements, the Company will continue to roll out digital projection systems to a majority of its first run U.S. theatres. The digital projection systems will be leased from Kasima under an operating lease with an initial term of twelve years that contains ten one-year fair value renewal options. The equipment lease agreement also contains a fair value purchase option. Under the equipment lease agreement, the Company pays minimum annual rent of one thousand dollars per digital projection system for the first six and a half years from the effective date of the agreement and minimum annual rent of three thousand dollars per digital projection system beginning at six and a half years from the effective date through the end of the lease term. The Company may also be subject to various types of other rent if such digital projection systems do not meet minimum performance

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

requirements as outlined in the agreements. Certain of the other rent payments are subject to either a monthly or an annual maximum. As of June 30, 2010, the Company had 537 digital projection systems being leased under the master equipment lease agreement with Kasima. The Company recorded equipment lease expense of approximately $252 during the six months ended June 30, 2010, which is included in utilities and other costs on the condensed consolidated statement of income.

     The digital projection systems leased from Kasima will replace a majority of the Company’s existing 35 millimeter projection systems in its U.S. theatres. Therefore, upon signing the agreements, the Company began accelerating the depreciation of these existing 35 millimeter projection systems, based on the estimated two year replacement timeframe. The Company recorded depreciation expense of approximately $3,695 on its domestic 35 millimeter projectors during the six months ended June 30, 2010. The net book value of the existing 35 millimeter projection systems to be replaced was approximately $15,990 as of June 30, 2010.

8. Investment in Real D

     Under its license agreement with Real D, the Company earns options to purchase shares of common stock once it has installed a certain number of 3-D systems as outlined in the license agreement. During June 2010, the Company reached the first target level and vested in 407,593 options to purchase shares of common stock in Real D, which have an exercise price of $0.00667. Upon vesting in these options, the Company recorded an investment in Real D of approximately $6,521, which represents the estimated fair value of the options, with an offset to deferred lease incentive liability. The fair value of the options was determined using Real D’s initial public offering price, which falls under Level 2 of the U.S. GAAP fair value hierarchy as defined by ASC Topic 820-10-35. The Company will account for the investment in Real D as a cost method investment. The deferred lease incentive liability, which is reflected in other long-term liabilities on the condensed consolidated balance sheet as of June 30, 2010, will be amortized over the remaining term of the license agreement, which is approximately seven and one-half years. Under the license agreement, the Company can earn up to 815,186 additional options to purchase shares of common stock of Real D as it meets additional 3-D system installation targets as outlined in the license agreement.

9. Share Based Awards

     Stock Options — A summary of activity and related information for Cinemark Holdings, Inc. stock options that are held by the Company’s employees for the six months ended June 30, 2010 is as follows:

										Weighted Average
		Number of				Weighted Average				Grant Date Fair				Aggregate Intrinsic
		Options				Exercise Price				Value				Value
Outstanding at December 31, 2009			1,231,892			$	7.63			$	3.51
Exercised			(772,727	)		$	7.63			$	3.51
Outstanding at June 30, 2010			459,165			$	7.63			$	3.51			$	2,535
Options exercisable at June 30, 2010			459,165			$	7.63			$	3.51			$	2,535

     The total intrinsic value of options exercised during the six month period ended June 30, 2010 was $6,554. The Company recognized a tax benefit of approximately $1,904 related to the options exercised during the six months ended June 30, 2010.

     As of June 30, 2010, there was no remaining unrecognized compensation expense related to outstanding stock options and all outstanding options fully vested on April 2, 2009. All options outstanding at June 30, 2010 have an average remaining contractual life of approximately four years.

     Restricted Stock - During the six months ended June 30, 2010, Cinemark Holdings, Inc. granted 679,308 shares of restricted stock to directors of Cinemark Holdings, Inc. and employees of the Company. The fair value of the restricted stock granted was determined based on the market value of Cinemark Holdings, Inc.’s stock on the dates of grant, which ranged from $13.15 to $18.47 per share. The Company assumed forfeiture rates ranging from zero to 5% for the restricted stock awards. The restricted stock granted to directors vests over periods ranging from six

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

months to one year and the restricted stock granted to employees vest over four years based on continued service.

     Below is a summary of restricted stock activity for the six months ended June 30, 2010:

		Shares of				Weighted Average
		Restricted				Grant Date
		Stock				Fair Value
Outstanding at December 31, 2009			764,078			$	11.10
Granted			679,308			$	17.94
Forfeited			(2,719	)		$	11.03
Vested			(189,885	)		$	12.64
Outstanding at June 30, 2010			1,250,782			$	14.58
Unvested restricted stock at June 30, 2010			1,250,782			$	14.58

     The Company recorded compensation expense of $1,753 and Cinemark Holdings, Inc. recorded an additional $381 related to these restricted stock awards during the six months ended June 30, 2010. As of June 30, 2010, the remaining unrecognized compensation expense related to restricted stock awards was $15,214 and the weighted average period over which this remaining compensation expense will be recognized is approximately three years. Upon vesting, the Company receives an income tax deduction. The total fair value of shares that vested during the six months ended June 30, 2010 was $3,260. The Company recognized a tax benefit of approximately $1,229 related to these vested shares. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however the sale and transfer of the restricted shares is prohibited during the restriction period.

     Restricted Stock Units — During the six months ended June 30, 2010, Cinemark Holdings, Inc. granted restricted stock units to employees of the Company representing 396,432 hypothetical shares of common stock under the Restated Incentive Plan. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) during the three fiscal year period ending December 31, 2012 based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments (as defined in the restricted stock unit award agreement). The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity. If the IRR for the three year period is at least 8.5%, which is the threshold, one-third of the restricted stock units vest. If the IRR for the three year period is at least 10.5%, which is the target, two-thirds of the restricted stock units vest. If the IRR for the three year period is at least 12.5%, which is the maximum, 100% of the restricted stock units vest. Grantees are eligible to receive a ratable portion of the common stock issuable if the IRR is within the targets previously noted. All payouts of restricted stock units that vest will be subject to an additional service requirement and will be paid in the form of common stock if the participant continues to provide services through March 31, 2014, which is the fourth anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards are paid out.

     Below is a table summarizing the potential number of shares that could vest under restricted stock unit awards granted during the six months ended June 30, 2010 at each of the three target levels of financial performance (excluding forfeiture assumptions):

		Number of
		Shares				Value at
		Vesting				Grant
at IRR of at least 8.5%			132,144			$	2,423
at IRR of at least 10.5%			264,288			$	4,847
at IRR of at least 12.5%			396,432			$	7,271

     Due to the fact that the IRR for the three year performance period could not be determined at the time of grant, the Company estimated that the most likely outcome is the achievement of the mid-point IRR level. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards. If during the service period, additional information becomes available to lead the Company to believe a different IRR level will be achieved for the three

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

year performance period, the Company will reassess the number of units that will vest for the grant and adjust its compensation expense accordingly on a prospective basis over the remaining service period.

     During the six months ended June 30, 2010, the Compensation Committee of Cinemark Holdings, Inc.’s board of directors approved a modification of restricted stock unit awards granted to employees during 2008. Cinemark Holdings, Inc.’s Compensation Committee also approved the cancellation and replacement of restricted stock unit awards granted to the Company’s top five executive officers during 2008. Both the modification and the cancellation and replacement were accounted for as modifications of share based awards. As a result of these modifications, the Company recorded incremental compensation expense of approximately $391 during the six months ended June 30, 2010, which represents the difference between the grant date fair value and the modification date fair value of these awards for the portion of the service period that has been satisfied. The service period for the modified awards did not change. The Company will record additional incremental compensation expense of $304 over the remaining service period.

     No restricted stock unit awards have vested. There were no forfeitures of restricted stock unit awards during the six months ended June 30, 2010. The Company recorded compensation expense of $1,120 related to these restricted stock unit awards during the six months ended June 30, 2010, including the aforementioned $391 related to the modification of the 2008 restricted stock unit awards. As of June 30, 2010, the Company had restricted stock units outstanding that represented a total of 883,943 hypothetical shares of common stock, net of actual cumulative forfeitures of 20,019 units, assuming the maximum IRR of at least 12.5% is achieved for all of the grants. As of June 30, 2010, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $6,622, which assumes the mid-point IRR level will be achieved for all of the restricted stock units outstanding. The weighted average period over which this remaining compensation expense will be recognized is approximately three years.

10. Long-Term Debt Activity

     Senior Notes

     On June 29, 2009, Cinemark USA, Inc. issued $470,000 aggregate principal amount of 8.625% senior notes due 2019 with an original issue discount of $11,468, resulting in proceeds of approximately $458,532. The proceeds were primarily used to fund the repurchase of $402,459 aggregate principal amount at maturity of Cinemark, Inc.’s 9 ³/4% senior discount notes discussed below. Interest is payable on June 15 and December 15 of each year beginning December 15, 2009. The senior notes mature on June 15, 2019. As of June 30, 2010, the carrying value of the senior notes was $459,278.

     Cash Tender Offer for Cinemark, Inc.’s 9 ³/4% Senior Discount Notes due 2014

     On June 15, 2009, Cinemark, Inc. commenced a cash tender offer for any and all of its 9 ³/4% senior discount notes due 2014, of which $419,403 aggregate principal amount at maturity remained outstanding. In connection with the tender offer, Cinemark, Inc. solicited consents to adopt proposed amendments to the indenture to eliminate substantially all restrictive covenants and certain events of default provisions. On June 29, 2009, approximately $402,459 aggregate principal amount at maturity of the 9 ³/4% senior discount notes were tendered and repurchased by Cinemark, Inc. for approximately $433,415, including accrued interest of $11,336 and tender premiums paid of $19,620. The Company funded the repurchase with a dividend paid to Cinemark, Inc. utilizing the proceeds from the issuance of its senior notes discussed above.

     Amendment and Extension of Senior Secured Credit Facility

     On March 2, 2010, the Company completed an amendment and extension to its existing senior secured credit facility to primarily extend the maturities of the facility and make certain other modifications. Approximately $924,375 of the Company’s then remaining outstanding $1,083,600 term loan debt was extended from an original maturity date of October 2013 to a maturity date of April 2016. The remaining term loan debt of $159,225 that was not extended matures on the original maturity date of October 2013. Payments on the extended amount are due in equal quarterly installments of $2,311 through March 31, 2016 with the remaining principal amount of $866,602 due April 30, 2016. Payments on the original amount that was not extended are due in equal quarterly installments

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

of approximately $398 beginning March 31, 2010 through September 30, 2012 and increase to approximately $37,418 each calendar quarter from December 31, 2012 to June 30, 2013 with one final payment of approximately $42,593 at maturity on October 5, 2013. The amendment also imposed a 1.0% prepayment premium for one year on certain prepayments of the extended portion of the term loan debt. As of June 30, 2010, there was $1,078,182 outstanding under the term loan.

     The interest rate on the original term loan debt that was not extended accrues interest, at Cinemark USA, Inc.’s option, at: (A) the base rate equal to the higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5, or (2) the federal funds effective rate from time to time plus 0.50% (the “base rate”), plus a margin that ranges from 0.50% to 0.75% per annum, or (B) a “eurodollar rate” plus a margin that ranges from 1.50% to 1.75%, per annum. The margin of the original term loan debt is a function of the applicable corporate credit rating. The interest rate on the original portion of the term loan debt accrues interest, at Cinemark USA, Inc.’s option at: (A) the base rate equal to the higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5, or (2) the federal funds effective rate from time to time plus 0.50%, plus a 2.25% margin per annum, or (B) a “eurodollar rate” plus a 3.25% margin per annum.

     In addition, the maturity date of $73,500 of Cinemark USA, Inc.’s $150,000 revolving credit line has been extended from October 2012 to March 2015. The maturity date of the remaining $76,500 of Cinemark USA, Inc.’s revolving credit line did not change and remains October 2012. As of June 30, 2010, the Company had no borrowings outstanding under the revolving credit line. The interest rate on the original revolving credit line accrues interest, at Cinemark USA, Inc.’s option, at: (A) a base rate equal to the higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5 and (2) the federal funds effective rate from time to time plus 0.50%, plus a margin that ranges from 0.50% to 1.00% per annum, or (B) a “eurodollar rate” plus a margin that ranges from 1.50% to 2.00% per annum. The interest rate on the extended revolving credit line accrues interest, at Cinemark USA, Inc.’s option at: (A) the base rate equal to the higher of (1) the prime lending rate as set forth on the British Banking Association Telerate page 5, or (2) the federal funds effective rate from time to time plus 0.50%, plus a margin that ranges from 1.75% to 2.0% per annum, or (B) a “eurodollar rate” plus a margin that ranges from 2.75% to 3.0% per annum. The margin of the revolving credit line is a function of the consolidated net senior secured leverage ratio as defined in the credit agreement.

     The Company incurred debt issue costs of approximately $8,700 during the six months ended June 30, 2010 related to the amendment and extension of its senior secured credit facility. These costs will be amortized using the straight-line method over the remaining term of the facility.

     Fair Value of Long-Term Debt

     The Company estimates the fair value of its long-term debt primarily using quoted market prices, which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35. The carrying value of the Company’s long-term debt was $1,537,917 and $1,543,705 as of June 30, 2010 and December 31, 2009, respectively. The fair value of the Company’s long-term debt was $1,516,184 and $1,513,838 as of June 30, 2010 and December 31, 2009, respectively.

11. Interest Rate Swap Agreements

     The Company has two interest rate swap agreements, both of which qualify for cash flow hedge accounting. The fair values of the interest rate swaps are recorded on the Company’s condensed consolidated balance sheet as an asset or liability with the effective portion of the interest rate swaps’ gains or losses reported as a component of accumulated other comprehensive loss and the ineffective portion reported in earnings. The evaluation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparties to the interest rate swap agreements and the fixed rates that the Company is obligated to pay under these agreements. The Company’s measurements use significant unobservable inputs, which fall in Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35. There were no changes in valuation techniques during the period, no transfers in or out of Level 3 and no gains or losses included in earnings that were attributable to the change in unrealized gains or losses related to the interest rate swap agreements.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     As of June 30, 2010, the aggregate fair values of the two interest rate swap agreements was a liability of approximately $19,257 which has been recorded as a component of other long-term liabilities. A corresponding cumulative amount of $11,824, which is net of deferred taxes of $7,433, has been recorded as an increase in accumulated other comprehensive loss on the Company’s condensed consolidated balance sheet as of June 30, 2010. The interest rate swaps exhibited no ineffectiveness during the six months ended June 30, 2010.

     Below is a reconciliation of our interest rate swap values from January 1 to June 30:

		2010				2009
Beginning liability balance — January 1		$	18,524			$	24,781
Total (gain) loss included in accumulated other comprehensive loss			733				(5,786	)
Ending liability balance — June 30		$	19,257			$	18,995

     The Company amortized approximately $2,317 to interest expense during each of the six months ended June 30, 2009 and 2010, related to a previously terminated interest rate swap agreement. The Company will amortize approximately $4,634 to interest expense for this terminated interest rate swap agreement over the next twelve months.

12. Goodwill and Other Intangible Assets

     The Company’s goodwill was as follows:

		U.S.				International
		Operating				Operating
		Segment				Segment				Total
Balance at December 31, 2009 (1)		$	948,026			$	168,276			$	1,116,302
Foreign currency translation adjustments			—				(1,959	)			(1,959	)
Balance at June 30, 2010 (1)		$	948,026			$	166,317			$	1,114,343

     The Company evaluates goodwill for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill might exceed its estimated fair value.

     The Company evaluates goodwill for impairment at the reporting unit level and has allocated goodwill to the reporting unit based on an estimate of its relative fair value. The Company considers the reporting unit to be each of its sixteen regions in the U.S. and each of its eight countries internationally (Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala are considered one reporting unit). Goodwill impairment is evaluated using a two-step approach requiring the Company to compute the fair value of a reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds the estimated fair value, a second step is performed to measure the potential goodwill impairment. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluation performed during the fourth quarter of 2009. No events or changes in circumstances occurred during the six months ended June 30, 2010, that indicated that the carrying value of goodwill might exceed its estimated fair value.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     Intangible assets consisted of the following:

		Balance at								Foreign Currency				Balance at
		December 31,								Translation				June 30,
		2009				Amortization				Adjustments & Other				2010
Intangible assets with finite lives:
Vendor contracts:
Gross carrying amount		$	56,474			$	—			$	61			$	56,535
Accumulated amortization			(29,870	)			(1,634	)			—				(31,504	)
Net carrying amount			26,604				(1,634	)			61				25,031
Other intangible assets:
Gross carrying amount			26,510				—				(1,896	)			24,614
Accumulated amortization			(20,596	)			(1,125	)			726				(20,995	)
Net carrying amount			5,914				(1,125	)			(1,170	)			3,619
Total net intangible assets with finite lives			32,518				(2,759	)			(1,109	)			28,650
Intangible assets with indefinite lives:
Tradename			310,480				—				80				310,560
Total intangible assets — net		$	342,998			$	(2,759	)		$	(1,029	)		$	339,210

     Estimated aggregate future amortization expense for intangible assets is as follows:

For the six months ended December 31, 2010		$	2,643
For the twelve months ended December 31, 2011			5,158
For the twelve months ended December 31, 2012			5,002
For the twelve months ended December 31, 2013			4,256
For the twelve months ended December 31, 2014			3,710
Thereafter			7,881
Total		$	28,650

13. Impairment of Long-Lived Assets

     The Company reviews long-lived assets for impairment indicators on a quarterly basis or whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable.

     The Company considers actual theatre level cash flows, future years budgeted theatre level cash flows, theatre property and equipment carrying values, amortizing intangible assets carrying values, the age of a recently built theatre, competitive theatres in the marketplace, changes in foreign currency exchange rates, the impact of recent ticket price changes, available lease renewal options and other factors considered relevant in its assessment of impairment of individual theatre assets. Long-lived assets are evaluated for impairment on an individual theatre basis, which the Company believes is the lowest applicable level for which there are identifiable cash flows. The impairment evaluation is based on the estimated undiscounted cash flows from continuing use through the remainder of the theatre’s useful life. The remainder of the useful life correlates with the available remaining lease period, which includes the probability of renewal periods for leased properties and a period of twenty years for fee owned properties. If the estimated undiscounted cash flows are not sufficient to recover a long-lived asset’s carrying value, the Company then compares the carrying value of the asset group (theatre) with its estimated fair value. When estimated fair value is determined to be lower than the carrying value of the asset group (theatre), the asset group (theatre) is written down to its estimated fair value. The estimated aggregate fair value of the long-lived assets impaired during the six months ended June 30, 2010 was approximately $5,504.

     Significant judgment is involved in estimating cash flows and fair value. Management’s estimates, which fall under Level 3 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35, are based on historical and projected operating performance, recent market transactions and current industry trading multiples. Fair value is determined based on a multiple of cash flows, which was six and a half times for the evaluations performed during the six months ended June 30, 2009 and 2010.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     The long-lived asset impairment charges recorded during this period are specific to theatres that were directly and individually impacted by increased competition, or adverse changes in market demographics.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
United States theatre properties		$	2,494			$	3,844			$	2,841			$	4,665
International theatre properties			1,063				86				1,063				233
Subtotal		$	3,557			$	3,930			$	3,904			$	4,898
Intangible assets			1,131				—				1,131				71
Impairment of long-lived assets		$	4,688			$	3,930			$	5,035			$	4,969

14. Foreign Currency Translation

     The accumulated other comprehensive loss account in stockholder’s equity of $7,459 and $10,370 at December 31, 2009 and June 30, 2010, respectively, includes the cumulative foreign currency adjustments of $16,070 and $11,299, respectively, from translating the financial statements of the Company’s international subsidiaries, and also includes the change in fair values of the Company’s interest rate swap agreements.

     In 2009 and 2010, all foreign countries where the Company has operations were deemed non-highly inflationary and the local currency is the same as the functional currency in all of the locations. Thus, any fluctuation in the currency results in a cumulative foreign currency translation adjustment recorded to accumulated other comprehensive loss.

     On June 30, 2010, the exchange rate for the Brazilian real was 1.80 reais to the U.S. dollar (the exchange rate was 1.75 reais to the U.S. dollar at December 31, 2009). As a result, the effect of translating the June 30, 2010 Brazilian financial statements into U.S. dollars is reflected as a cumulative foreign currency translation adjustment to the accumulated other comprehensive loss account as a decrease in stockholder’s equity of $5,724. At June 30, 2010, the total assets of the Company’s Brazilian subsidiaries were U.S. $274,317.

     On June 30, 2010, the exchange rate for the Mexican peso was 12.84 pesos to the U.S. dollar (the exchange rate was 13.04 pesos to the U.S. dollar at December 31, 2009). As a result, the effect of translating the June 30, 2010 Mexican financial statements into U.S. dollars is reflected as a cumulative foreign currency translation adjustment to the accumulated other comprehensive loss account as an increase in stockholder’s equity of $1,513. At June 30, 2010, the total assets of the Company’s Mexican subsidiaries were U.S. $127,081.

     On June 30, 2010, the exchange rate for the Chilean peso was 550.66 pesos to the U.S. dollar (the exchange rate was 519.30 pesos to the U.S. dollar at December 31, 2009). As a result, the effect of translating the June 30, 2010 Chilean financial statements into U.S. dollars is reflected as a cumulative foreign currency translation adjustment to the accumulated other comprehensive loss account as a decrease in stockholder’s equity of $1,232. At June 30, 2010, the total assets of the Company’s Chilean subsidiaries were U.S. $31,559.

     The effect of translating the June 30, 2010 financial statements of the Company’s other international subsidiaries, with local currencies other than the U.S. dollar, is reflected as a cumulative foreign currency translation adjustment to the accumulated other comprehensive loss account as an increase in stockholder’s equity of $1,758.

     During June 2010, the Company’s ownership in its Colombian subsidiary increased from 50.1% to 100%, as a result of the Colombia Share Exchange. As part of this transaction, the Company recorded the amount of accumulated other comprehensive loss previously allocated to the noncontrolling interest of $1,086 to accumulated other comprehensive loss with an offsetting credit to additional paid-in-capital. See Note 3.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

15. Supplemental Cash Flow Information

The following is provided as supplemental information to the condensed consolidated statements of cash flows:

		Six Months Ended
		June 30,
		2010				2009
Cash paid for interest		$	47,788			$	28,220
Cash paid for income taxes, net of refunds received		$	56,429			$	33,893
Noncash investing and financing activities:
Change in accounts payable and accrued expenses for the acquisition of theatre properties and equipment (1)		$	97			$	(7,118	)
Theatre properties acquired under capital lease (2)		$	2,191			$	20,400
Change in fair market values of interest rate swap agreements, net of taxes		$	(456	)		$	3,605
Investment in NCM — receipt of common units (see Note 6)		$	30,683			$	15,536
Investment in NCM — change of interest gain (see Note 6)		$	271			$	—
Equipment contributed to DCIP (see Note 7)		$	18,090			$	—
Investment in Real D (see Note 8)		$	6,521			$	—
Capital contribution from former parent, Cinemark, Inc., primarily related to income taxes		$	—			$	35,875
Capital contribution from Cinemark Holdings, Inc. as a result of Colombia Share Exchange (see Note 3)		$	6,951			$	—

16. Segments

     The Company manages its international market and its U.S. market as separate reportable operating segments. The international segment consists of operations in Brazil, Mexico, Chile, Colombia, Argentina, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala. The U.S. segment includes U.S. and Canada operations. Each segment’s revenue is derived from admissions and concession sales and other ancillary revenues, primarily screen advertising. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

     Below is a breakdown of selected financial information by reportable operating segment:

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Revenues
U.S.		$	410,964			$	419,575			$	799,579			$	761,019
International			129,641				98,962				258,912				184,158
Eliminations			(1,236	)			(1,029	)			(2,491	)			(1,869	)
Total Revenues		$	539,369			$	517,508			$	1,056,000			$	943,308
Adjusted EBITDA
U.S.		$	96,857			$	100,879			$	186,596			$	182,850
International			28,568				20,216				60,944				36,485
Total Adjusted EBITDA		$	125,425			$	121,095			$	247,540			$	219,335
Capital Expenditures
U.S.		$	23,508			$	27,171			$	36,008			$	43,422
International			13,935				10,875				20,952				17,496
Total Capital Expenditures		$	37,443			$	38,046			$	56,960			$	60,918

     The following table sets forth a reconciliation of net income to Adjusted EBITDA:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Net income		$	41,062			$	43,552			$	78,109			$	68,485
Add (deduct):
Income taxes			10,392				18,190				30,425				36,651
Interest expense (1)			28,605				15,257				54,615				30,539
Other (income) expense (2)			1,455				(994	)			643				(2,128	)
Depreciation and amortization			34,657				37,535				68,590				73,668
Amortization of favorable/unfavorable leases			258				346				416				669
Impairment of long-lived assets			4,688				3,930				5,035				4,969
Loss on sale of assets and other			1,191				1,186				4,358				1,458
Deferred lease expenses			914				1,034				1,697				2,121
Amortization of long-term prepaid rents			438				360				779				750
Share based awards compensation expense			1,765				699				2,873				2,153
Adjusted EBITDA		$	125,425			$	121,095			$	247,540			$	219,335

     Financial Information About Geographic Areas

     The Company has operations in the U.S., Canada, Brazil, Mexico, Chile, Colombia, Argentina, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Guatemala, which are reflected in the condensed consolidated financial statements. Below is a breakdown of selected financial information by geographic area:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Revenues		2010				2009				2010				2009
U.S. and Canada		$	410,964			$	419,575			$	799,579			$	761,019
Brazil			69,999				49,323				139,217				92,581
Mexico			17,715				15,311				35,097				29,528
Other foreign countries			41,927				34,328				84,598				62,049
Eliminations			(1,236	)			(1,029	)			(2,491	)			(1,869	)
Total		$	539,369			$	517,508			$	1,056,000			$	943,308

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

		June 30,				December 31,
Theatre Properties and Equipment-net		2010				2009
U.S. and Canada		$	1,000,033			$	1,040,395
Brazil			97,797				91,996
Mexico			37,938				39,371
Other foreign countries			48,486				47,826
Total		$	1,184,254			$	1,219,588

17. Related Party Transactions

     The Company leased one theatre from Plitt Plaza Joint Venture (“Plitt Plaza”) on a month-to-month basis. Plitt Plaza is indirectly owned by Lee Roy Mitchell, Cinemark Holdings, Inc.’s Chairman of the Board, who owns approximately 12% of Cinemark Holdings, Inc.’s issued and outstanding shares of common stock. Annual rent is approximately $118 plus certain taxes, maintenance expenses and insurance. The Company recorded $59 and $30 of facility lease and other operating expenses payable to Plitt Plaza joint venture during the six months ended June 30, 2009 and 2010, respectively. The Company closed this theatre during March 2010. During the six months ended June 30, 2010, the Company recorded approximately $107 related to the termination of the lease, which is reflected in loss on sale of assets and other on the condensed consolidated statements of income.

     The Company manages one theatre for Laredo Theatre, Ltd. (“Laredo”). The Company is the sole general partner and owns 75% of the limited partnership interests of Laredo. Lone Star Theatres, Inc. owns the remaining 25% of the limited partnership interests in Laredo and is 100% owned by Mr. David Roberts, Lee Roy Mitchell’s son-in-law. Under the agreement, management fees are paid by Laredo to the Company at a rate of 5% of annual theatre revenues up to $50,000 and 3% of annual theatre revenues in excess of $50,000. The Company recorded $49 and $50 of management fee revenues during the six months ended June 30, 2009 and 2010, respectively. All such amounts are included in the Company’s condensed consolidated financial statements with the intercompany amounts eliminated in consolidation.

     The Company leases 21 theatres and one parking facility from Syufy Enterprises, LP (“Syufy”) or affiliates of Syufy, which owns approximately 2% of Cinemark Holdings, Inc.’s issued and outstanding shares of common stock. Raymond Syufy is one of Cinemark Holdings, Inc.’s directors and is an officer of the general partner of Syufy. Of these 22 leases, 18 have fixed minimum annual rent in an aggregate amount of approximately $21,029. The four leases without minimum annual rent have rent based upon a specified percentage of gross sales as defined in the lease with no minimum annual rent. For the six months ended June 30, 2009 and 2010, the Company paid approximately $850 and $687, respectively, in percentage rent for these four leases.

     The Company has paid certain fees and expenses on behalf of its parent, Cinemark Holdings, Inc. and Cinemark Holdings, Inc. has paid income taxes on behalf of the Company. The net receivable from Cinemark Holdings, Inc. as of June 30, 2010 and December 31, 2009 was $8,281 and $7,656, respectively.

18. Income Taxes

     During the six months ended June 30, 2010, the Company had a reduction in its liabilities for uncertain tax positions of approximately $14,115 due to settlements and closures of various tax years. These settlements and closures also resulted in a reduction in income tax expense of approximately $8,882 for the six months ended June 30, 2010.

19. Commitments and Contingencies

     From time to time, the Company is involved in various legal proceedings arising from the ordinary course of its business operations, such as personal injury claims, employment matters, landlord-tenant disputes and contractual disputes, some of which are covered by insurance. The Company believes its potential liability with respect to proceedings currently pending is not material, individually or in the aggregate, to the Company’s financial position, results of operations and cash flows.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In thousands, except share and per share data

20. Condensed Consolidating Financial Information of Subsidiary Guarantors

     As of June 30, 2010, the Company had outstanding $470,000 aggregate principal amount of 8.625% senior notes due 2019. These senior notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by the following subsidiaries of Cinemark USA, Inc.:

     Cinemark, L.L.C., Sunnymead Cinema Corp., Cinemark Properties, Inc., Greeley Holdings, Inc., Trans Texas Cinema, Inc., Cinemark Mexico (USA), Inc., Brasil Holdings, LLC, Cinemark Leasing Company, Cinemark Partners I, Inc., Multiplex Properties, Inc., Multiplex Services, Inc., CNMK Investments, Inc., CNMK Texas Properties, LLC., Cinemark Concessions LLC, Laredo Theatres, Ltd, Century Theatres, Inc., Marin Theatre Management, LLC, Century Theatres NG, LLC, Cinearts LLC, Cinearts Sacramento, LLC, Corte Madera Theatres, LLC, Novato Theatres, LLC, San Rafael Theatres, LLC, Northbay Theatres, LLC, Century Theatres Summit Sierra, LLC and Century Theatres Seattle, LLC.

     The following supplemental condensed consolidating financial information presents:

	1.		Condensed consolidating balance sheet information as of December 31, 2009 and June 30, 2010, condensed consolidating statements of income information for each of the three and six months ended June 30, 2009 and 2010, and condensed consolidating statements of cash flows information for each of the six months ended June 30, 2009 and 2010.
	2.		Cinemark USA, Inc. (the “Parent” and “Issuer”), combined Guarantor Subsidiaries and combined Non-Guarantor Subsidiaries with their investments in subsidiaries accounted for using the equity method of accounting and therefore, the Parent column reflects the equity income (loss) of its Guarantor Subsidiaries and Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Guarantor Subsidiaries and Non-Guarantor Subsidiaries column. Additionally, the Guarantor Subsidiaries column reflects the equity income (loss) of its Non-Guarantor Subsidiaries, which are also separately reflected in the stand-alone Non-Guarantor Subsidiaries column.
	3.		Elimination entries necessary to consolidate the Parent and all of its Subsidiaries.

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
JUNE 30, 2010

		Parent				Subsidiary				Subsidiary
		Company				Guarantors				Non-Guarantors				Eliminations				Consolidated
										(In thousands)
Assets
Current assets
Cash and cash equivalents		$	34,538			$	217,660			$	183,517			$	—			$	435,715
Other current assets			53,642				34,251				28,523				(38,773	)			77,643
Accounts receivable from (payable to) parent			(196,230	)			246,966				(42,455	)			—				8,281
Total current assets			(108,050	)			498,877				169,585				(38,773	)			521,639
Theatre properties and equipment — net			305,237				675,837				203,180				—				1,184,254
Other assets			2,738,495				632,858				365,745				(2,129,614	)			1,607,484
Total assets		$	2,935,682			$	1,807,572			$	738,510			$	(2,168,387	)		$	3,313,377
Liabilities and equity
Current liabilities
Current portion of long-term debt		$	10,836			$	—			$	276			$	—			$	11,112
Current portion of capital lease obligations			1,436				5,262				646				—				7,344
Accounts payable and accrued expenses			103,725				75,432				84,421				(31,672	)			231,906
Total current liabilities			115,997				80,694				85,343				(31,672	)			250,362
Long-term liabilities
Long-term debt, less current portion			1,552,078				1,440				33,179				(59,892	)			1,526,805
Capital lease obligations, less current portion			27,733				97,374				6,573				—				131,680
Other long-term liabilities and deferrals			282,673				166,446				58,224				(71,492	)			435,851
Total long-term liabilities			1,862,484				265,260				97,976				(131,384	)			2,094,336
Commitments and contingencies
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Common stock			49,543				457,372				167,765				(625,137	)			49,543
Other stockholder’s equity			907,658				1,003,877				376,317				(1,380,194	)			907,658
Total Cinemark USA, Inc. stockholder’s equity			957,201				1,461,249				544,082				(2,005,331	)			957,201
Noncontrolling interests			—				369				11,109				—				11,478
Total equity			957,201				1,461,618				555,191				(2,005,331	)			968,679
Total liabilities and equity		$	2,935,682			$	1,807,572			$	738,510			$	(2,168,387	)		$	3,313,377

CINEMARK USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
DECEMBER 31, 2009

		Parent				Subsidiary				Subsidiary
		Company				Guarantors				Non-Guarantors				Eliminations				Consolidated
										(In thousands)
Assets
Current assets
Cash and cash equivalents		$	39,761			$	237,540			$	160,436			$	—			$	437,737
Other current assets			55,841				32,800				16,516				(36,113	)			69,044
Accounts receivable from (payable to) parent			(153,678	)			173,888				(12,554	)			—				7,656
Total current assets			(58,076	)			444,228				164,398				(36,113	)			514,437
Theatre properties and equipment — net			307,089				713,860				198,639				—				1,219,588
Other assets			2,623,968				637,645				318,536				(2,030,586	)			1,549,563
Total assets		$	2,872,981			$	1,795,733			$	681,573			$	(2,066,699	)		$	3,283,588
Liabilities and equity
Current liabilities
Current portion of long-term debt		$	11,200			$	—			$	1,027			$	—			$	12,227
Current portion of capital lease obligations			1,313				5,527				500				—				7,340
Accounts payable and accrued expenses			120,790				94,721				75,982				(30,326	)			261,167
Total current liabilities			133,303				100,248				77,509				(30,326	)			280,734
Long-term liabilities
Long-term debt, less current portion			1,532,151				4,440				35,930				(41,043	)			1,531,478
Capital lease obligations, less current portion			28,491				99,819				4,718				—				133,028
Other long-term liabilities and deferrals			271,691				156,797				57,898				(70,179	)			416,207
Total long-term liabilities			1,832,333				261,056				98,546				(111,222	)			2,080,713
Commitments and contingencies
Equity
Cinemark USA, Inc.’s stockholder’s equity:
Common stock			49,543				457,372				167,765				(625,137	)			49,543
Other stockholder’s equity			857,802				976,729				323,285				(1,300,014	)			857,802
Total Cinemark USA, Inc. stockholder’s equity			907,345				1,434,101				491,050				(1,925,151	)			907,345
Noncontrolling interests			—				328				14,468				—				14,796
Total equity			907,345				1,434,429				505,518				(1,925,151	)			922,141
Total liabilities and equity		$	2,872,981			$	1,795,733			$	681,573			$	(2,066,699	)		$	3,283,588