8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 5, 2011

Cinemark Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 001-33401
(Commission
File Number) 20-5490327
(IRS Employer
Identification No.)

3900 Dallas Parkway, Suite 500, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 972.665.1000

N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2011, we announced our financial results for the quarter ended June 30, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 5, 2011, we announced our financial results for the quarter ended June 30, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

On August 5, 2011, we announced a cash dividend in the amount of $0.21 per share of common stock, payable on September 1, 2011 to the holders of common stock of record on August 17, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
	99.1	Earnings press release dated August 5, 2011.

The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into any of our filings with the SEC under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing, and shall not be deemed to be “filed” with the SEC under the Securities Exchange Act of 1934, as amended.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CINEMARK HOLDINGS, INC.
By:	/s/ Michael D. Cavalier
	Name:	Michael D. Cavalier
	Title:	Senior Vice President - General Counsel

Date: August 5, 2011

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EX-99.1

Exhibit 99.1

CINEMARK HOLDINGS, INC. REPORTS Q2 2011 ADJUSTED EBITDA OF $149.8 MILLION ON REVENUES OF $620.6 MILLION

Plano, TX, August 5, 2011 — Cinemark Holdings, Inc. (NYSE: CNK), one of the largest motion picture exhibitors in the world, today reported results for the three and six months ended June 30, 2011.

Cinemark Holdings, Inc.’s revenues for the three months ended June 30, 2011 increased 15.1% to $620.6 million from $539.4 million for the three months ended June 30, 2010. For the three months ended June 30, 2011, admissions revenues increased 15.0% to $405.9 million and concession revenues increased 14.6% to $189.3 million. The increases were primarily related to a 9.8% increase in attendance, a 4.6% increase in average ticket price and a 4.4% increase in concession revenues per patron.

Adjusted EBITDA for the three months ended June 30, 2011 increased 19.7% to $149.8 million from $125.1 million for the three months ended June 30, 2010. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

Net income attributable to Cinemark Holdings, Inc. for the three months ended June 30, 2011 was $40.4 million compared to $39.7 million for the three months ended June 30, 2010. Net income for the three months ended June 30, 2011 included a loss on early retirement of debt of approximately $4.9 million, before income taxes. The loss on early retirement of debt was recorded as a result of a prepayment of $157.2 million of our term loan debt utilizing a portion of the proceeds from the issuance of our new $200 million aggregate principal amount of 7.375% senior subordinated notes due 2021, at par value, which occurred during June 2011.

“This quarter Cinemark generated its highest ever quarterly worldwide attendance and as a result we achieved our highest ever quarterly Adjusted EBITDA. This record performance extended our domestic industry box office out-performance streak to eleven straight quarters,” stated Cinemark Chief Executive Officer Alan Stock. “Our international circuit continues to distinguish itself with attendance growth of approximately four times the US industry rate for the quarter.”

Cinemark Holdings, Inc.’s revenues for the six months ended June 30, 2011 increased 4.5% to $1,103.7 million from $1,056.0 million for the six months ended June 30, 2010. During the six months ended June 30, 2011, admissions revenues increased 3.1% to $717.6 million and concession revenues increased 5.6% to $336.0 million. The increases were primarily related to a 2.0% increase in average ticket price, a 4.5% increase in concession revenues per patron and a 1.0% increase in attendance.

Adjusted EBITDA for the six months ended June 30, 2011 increased 2.3% to $252.5 million from $246.9 million for the six months ended June 30, 2010. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

Net income attributable to Cinemark Holdings, Inc. for the six months ended June 30, 2011 was $65.4 million compared to $74.8 million for the six months ended June 30, 2010. Net income for the six months ended June 30, 2011 included a loss on early retirement of debt of approximately $4.9 million, before income taxes, as discussed above.

On June 30, 2011, the Company’s aggregate screen count was 4,983. As of June 30, 2011, the Company had signed commitments to open seven new theatres with 68 screens by the end of 2011 and open 18 new theatres with 190 screens subsequent to 2011.

The Company’s board of directors declared a cash dividend for its 2011 second quarter of $0.21 per share of common stock. The dividend will be paid on September 1, 2011 to stockholders of record on August 17, 2011.

Conference Call/Webcast — Today at 8:30 AM ET
Telephone: via (800) 374-1346 or (706) 679-3149 (for international callers).

Live Webcast/Replay: available live at www.cinemark.com in the Investor Relations section and archived for a limited time immediately following the call.

Call Replay: until August 8, 2011 via (855) 259-2056 or (404) 537-3406, passcode: 86621313.

About Cinemark Holdings, Inc.

Cinemark is a leading domestic and international motion picture exhibitor, operating 436 theatres with 4,983 screens in 39 U.S. states, Brazil, Mexico and 11 other Latin American countries as of June 30, 2011. For more information go to www.cinemark.com.

Contacts:
Robert Copple — 972/665-1500
Robert Rinderman — Jaffoni & Collins — 212/835-8500 or CNK@jcir.com

Forward-looking Statements

This press release includes “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. The “forward-looking statements” include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to 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 and our ability to successfully license and exhibit popular films, national and international growth in our industry, competition from other exhibitors and alternative forms of entertainment and determinations in lawsuits in which we are defendants. You can identify forward-looking statements by the use of words such as “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future” and “intends” and similar expressions which are intended to identify 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. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described in the “Risk Factors” section or other sections in the Company’s Annual Report on Form 10-K filed March 1, 2011 and quarterly reports on Form 10-Q. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. 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.

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Cinemark Holdings, Inc.
Financial and Operating Summary
(unaudited, in thousands)

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
Statement of income data:
Revenues
Admissions	$	405,917		$	353,085		$	717,609		$	696,075
Concession		189,353			165,230			336,034			318,334
Other		25,323			21,054			50,086			41,591
Total revenues		620,593			539,369			1,103,729			1,056,000
Cost of operations
Film rentals and advertising		222,620			193,550			387,773			382,369
Concession supplies		29,628			24,494			52,910			46,900
Facility lease expense		69,367			61,990			135,793			124,705
Other theatre operating expenses		123,605			113,898			233,511			221,661
General and administrative expenses		31,187			24,946			60,173			50,476
Depreciation and amortization		39,897			34,915			79,037			69,006
Impairment of long-lived assets		1,594			4,688			2,609			5,035
Loss on sale of assets and other		5,694			1,191			6,166			4,358
Total cost of operations		523,592			459,672			957,972			904,510
Operating income		97,001			79,697			145,757			151,490
Interest expense (1)		(29,777	)		(28,605	)		(59,067	)		(54,615	)
Distributions from NCM		1,559			1,332			11,422			11,278
Loss on early retirement of debt		(4,945	)		—			(4,945	)		—
Other income (expense)		443			(1,454	)		5,473			(642	)
Income before income taxes		64,281			50,970			98,640			107,511
Income taxes		23,272			10,211			32,309			30,041
Net income	$	41,009		$	40,759		$	66,331		$	77,470
Less: Net income attributable to noncontrolling interests		598			1,077			957			2,695
Net income attributable to Cinemark Holdings, Inc.	$	40,411		$	39,682		$	65,374		$	74,775
Earnings per share attributable to Cinemark Holdings, Inc.’s common stockholders:
Basic	$	0.35		$	0.35		$	0.57		$	0.67
Diluted	$	0.35		$	0.35		$	0.57		$	0.67
Weighted average diluted shares outstanding		113,209			111,552			113,080			111,299
Other financial data:
Adjusted EBITDA (2)	$	149,791		$	125,116		$	252,497		$	246,897

(1)	Includes amortization of debt issue costs and excludes capitalized interest.
(2)	Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to net income is provided in the financial schedules accompanying this press release.

	As of		As of
	June 30,		December 31,
	2011		2010
Balance sheet data:
Cash and cash equivalents	$	550,904	$	464,997
Theatre properties and equipment, net	$	1,218,221	$	1,215,446
Total assets	$	3,503,509	$	3,421,478
Long-term debt, including current portion	$	1,570,604	$	1,532,441
Equity	$	1,079,091	$	1,033,152

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	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010
Other operating data:
Attendance (patrons):
Domestic		43,915		41,658		77,304		81,231
International		22,245		18,526		42,627		37,460
Worldwide		66,160		60,184		119,931		118,691
Average ticket price (in dollars):
Domestic	$	6.64	$	6.47	$	6.53	$	6.51
International	$	5.16	$	4.51	$	4.99	$	4.47
Worldwide	$	6.14	$	5.87	$	5.98	$	5.86
Concession revenues per patron (in dollars):
Domestic	$	3.19	$	3.12	$	3.17	$	3.06
International	$	2.23	$	1.91	$	2.14	$	1.87
Worldwide	$	2.86	$	2.74	$	2.80	$	2.68
Average screen count (month end average):
Domestic		3,835		3,827		3,829		3,827
International		1,132		1,070		1,126		1,068
Worldwide		4,967		4,897		4,955		4,895

Segment Information
(unaudited, in thousands)

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
Revenues
U.S.	$	444,479		$	410,964		$	775,345		$	799,579
International		178,720			129,641			333,191			258,912
Eliminations		(2,606	)		(1,236	)		(4,807	)		(2,491	)
Total revenues	$	620,593		$	539,369		$	1,103,729		$	1,056,000
Adjusted EBITDA (1)
U.S.	$	110,015		$	96,548		$	178,806		$	185,953
International		39,776			28,568			73,691			60,944
Total adjusted EBITDA	$	149,791		$	125,116		$	252,497		$	246,897
Capital expenditures
U.S.	$	27,977		$	23,508		$	39,445		$	36,008
International		21,556			13,935			45,857			20,952
Total capital expenditures	$	49,533		$	37,443		$	85,302		$	56,960

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Reconciliation of Adjusted EBITDA
(unaudited, in thousands)

	Three months ended					Six months ended
	June 30,					June 30,
	2011			2010		2011			2010
Net income	$	41,009		$	40,759	$	66,331		$	77,470
Income taxes		23,272			10,211		32,309			30,041
Interest expense		29,777			28,605		59,067			54,615
Loss on early retirement of debt		4,945			—		4,945			—
Other (income) expense		(443	)		1,454		(5,473	)		642
Depreciation and amortization		39,897			34,915		79,037			69,006
Impairment of long-lived assets		1,594			4,688		2,609			5,035
Loss on sale of assets and other		5,694			1,191		6,166			4,358
Deferred lease expenses — theatres (2)		243			801		539			1,551
Deferred lease expenses — DCIP equipment (3)		627			113		1,111			146
Amortization of long-term prepaid rents (2)		617			438		1,284			779
Share based awards compensation expense (4)		2,559			1,941		4,572			3,254
Adjusted EBITDA (1)	$	149,791		$	125,116	$	252,497		$	246,897

(1)	Adjusted EBITDA as calculated in the chart above represents net income before income taxes, interest expense, loss on early retirement of debt, other (income) expense, depreciation and amortization, impairment of long-lived assets, loss on sale of assets and other, changes in deferred lease expense, amortization of long-term prepaid rents and share based awards compensation expense. Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt. In addition, we use Adjusted EBITDA for incentive compensation purposes.
(2)	Non-cash expense included in facility lease expense.
(3)	Non-cash expense included in other theatre operating expenses.
(4)	Non-cash expense included in general and administrative expenses.

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