<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
-------------- --------------
Commission file number 33-77444
CINEMARK MEXICO (USA), INC.
---------------------------
CINEMARK DE MEXICO, S.A. de C.V.
--------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-2493459
----- ----------
Mexico (N/A)
------ -----
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7502 Greenville Ave., Suite 800, LB-9, Dallas, Texas 75231
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(214) 696-1644
--------------
(Registrant's telephone number including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 X NO The Registrant
------ ------
became subject to the filing requirements of the Securities Exchange Act of
1934 on March 28, 1994.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
1,957,833 shares of common stock as of May 13, 1996
<PAGE> 2
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
Index
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as
of March 31, 1996 (unaudited) and December 31, 1995 3
Condensed Consolidated Statements of Income
(unaudited) for the three month periods
ended March 31, 1996 and 1995 4
Condensed Consolidated Statements of cash flows
(unaudited) for the three month periods ended
March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
Item 5. Other Information 11
Item 6(b). Reports on Form 8-K 11
SIGNATURES 15
</TABLE>
2
<PAGE> 3
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $1,217,159 $1,423,029
Inventories 65,940 64,811
Accrued interest and other receivables 1,196,820 957,257
Prepaid expenses and others 17,376 51,156
----------- -----------
Total current assets 2,497,295 2,496,253
THEATRE PROPERTIES AND EQUIPMENT 22,088,195 19,161,801
Less accumulated depreciation and
amortization (1,021,612) (760,463)
----------- -----------
Theatre property and equipment - net 21,066,583 18,401,338
OTHER ASSETS:
Deferred charges and other 2,917,484 2,660,697
Theatre development advance 1,662,146 1,633,680
----------- -----------
Total other assets 4,579,630 4,294,377
----------- -----------
TOTAL $28,143,508 $25,191,968
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $1,612,642 $1,750,543
Accounts payable affiliates
(primarily due Cinemark USA, Inc.) 864,364 635,089
Accrued interest 600,417 1,120,000
----------- -----------
Total current liabilities 3,077,423 3,505,632
LONG-TERM LIABILITIES:
12% senior subordinated notes, due 2003
(less unamortized discount of $1,805,666
based on imputed interest rate of 13.85%) 20,594,334 20,549,249
Note payable - Cinemark II, Inc. 6,450,000 2,520,548
Deferred lease expense 221,225 201,915
----------- -----------
Total long-term liabilities 27,265,559 23,271,712
COMMON STOCK WARRANTS WITH
REDEMPTION REQUIREMENTS 3,424,132 3,424,132
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value, 100,000,000
authorized, 1,382,982 issued and outstanding 1,383 1,383
Additional paid-in capital 12,350,824 12,350,824
Unearned compensation - stock options (12,061) (12,922)
Accumulated deficit (7,762,768) (6,787,389)
Cumulative foreign currency
translation adjustment (10,200,984) (10,561,404)
----------- -----------
Total shareholders' equity (5,623,606) (5,009,508)
----------- -----------
TOTAL $28,143,508 $25,191,968
=========== ===========
</TABLE>
See Accompanying Notes to the Condensed Consolidated Financial Statements
3
<PAGE> 4
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
1996 1995
---- ----
<S> <C> <C>
REVENUES:
Admissions $2,584,286 $1,214,804
Concessions 1,333,242 635,009
Other 43,186 27,535
-----------------------------------
3,960,714 1,877,348
COSTS AND EXPENSES:
Cost of operations:
Film rentals 1,227,665 514,371
Concession supplies 437,545 222,026
Salaries and wages 533,749 224,447
Facility leases 581,954 359,554
Advertising 69,659 35,735
Utilities and other 511,292 405,082
-----------------------------------
Total 3,361,864 1,761,215
General and administrative expenses 406,576 267,992
Depreciation 248,689 104,519
-----------------------------------
Total 4,017,129 2,133,726
-----------------------------------
OPERATING LOSS (56,415) (256,378)
OTHER INCOME (EXPENSE):
Interest expense (803,869) (610,867)
Amortization of debt issue cost (24,811) (24,811)
Amortization of debt discount (45,085) (39,380)
Foreign currency exchange loss (14,374) (272,946)
Interest income 27,709 249,711
-----------------------------------
Total (860,430) (698,293)
-----------------------------------
LOSS BEFORE INCOME TAXES (916,845) (954,671)
INCOME TAX (BENEFIT) 58,534 (36,209)
-----------------------------------
NET LOSS ($975,379) ($918,462)
===================================
</TABLE>
See Accompanying Notes to the Condensed Consolidated Financial Statements
4
<PAGE> 5
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1995
---- ----
<S> <C> <C>
OPERATIONS:
Net loss ($975,379) ($918,462)
Noncash items in net loss:
Amortization 69,896 64,191
Depreciation 248,689 104,519
Deferred lease expense 19,310 48,031
Amortized compensation - stock options 861 9,165
Cash from (used for) operating working
capital:
Inventories (1,129) 11,527
Interest and other receivables (205,783) (379,105)
Income taxes receivable 0 (26,162)
Accounts payable and accrued expenses (137,901) 1,211,993
Accrued interest (540,131) (672,000)
Other accrueds 229,275
---------- ----------
Net cash used for operations (1,292,292) (546,303)
INVESTING ACTIVITIES:
Additions to theatre properties (2,913,934) (1,498,000)
Decrease in temporary cash investments 0 1,242,383
(Increase) decrease in other assets (310,064) 635
---------------------------
Net cash used for investing activities (3,223,998) (254,982)
FINANCING ACTIVITIES:
Increase in long-term debt 3,950,000
---------------------------
Net cash from financing activities 3,950,000 0
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 360,420 (2,284,362)
---------------------------
DECREASE IN CASH AND CASH EQUIVALENTS (205,870) (3,085,647)
CASH AND CASH EQUIVALENTS:
Beginning of period 1,423,029 10,927,143
---------------------------
End of period $1,217,159 $7,841,496
===========================
SUPPLEMENTAL INFORMATION:
Cash paid for interest $1,344,000 $1,344,000
===========================
</TABLE>
See Accompanying Notes to the Condensed Consolidated Financial Statements
5
<PAGE> 6
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The accompanying 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 (which include only normal
recurring adjustments) necessary to state fairly the financial position and
results of operations as of and for the periods indicated.
These financial statements should be read in conjunction with the
audited annual financial statements and the notes thereto for the year ended
December 31, 1995 included in the Annual Report filed on Form 10-K by the
Company under the Securities Exchange Act of 1934 on March 31, 1996.
Operating results for the three month period ended March 31, 1996 are
not necessarily indicative of the results to be achieved for the full year.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following table presents certain income statement items as a percentage of
revenues.
<TABLE>
<CAPTION>
% OF REVENUES
-------------------------------------------
THREE MONTHS ENDED MARCH 31,
1996 1995
---- ----
<S> <C> <C>
Revenues:
Admissions 65.2 64.7
Concessions 33.7 33.8
Other 1.1 1.5
--- ---
Total revenues 100.0 100.0
Cost of operations 84.9 93.8
General and
administrative expenses 10.3 14.3
Depreciation and
amortization 6.3 5.6
Operating loss (1.4) (13.7)
Interest expense 22.1 36.0
Loss before income taxes (23.1) (50.9)
Net loss (24.6) (48.9)
</TABLE>
OVERVIEW
Cinemark Mexico (USA), Inc. (the "Company"), a Texas Corporation, was formed
on July 28, 1993, as a subsidiary of Cinemark II, Inc. ("Cinemark II"), which
is wholly owned by Cinemark USA, Inc. ("Cinemark USA"). The Company was
established to serve as a holding company to facilitate future investments in
Mexico by Cinemark USA. The Company's operations are conducted by Cinemark de
Mexico S.A. de C.V. ("Cinemark de Mexico"), which was formed on September 10,
1992, as a 99.99% owned subsidiary of Cinemark II, to own or lease and operate
movie theatres in Mexico. In July 1993, Cinemark II contributed its entire
interest in Cinemark de Mexico to the Company.
7
<PAGE> 8
RESULTS OF OPERATIONS
REVENUES
Revenues for the quarter ended March 31, 1996 increased 111.0% to $4.0
million from $1.9 million in the first quarter of 1995. The increase in
revenues in the first quarter of 1996 is attributed to a 132.6% increase in
attendance resulting from the addition of 50 screens since the first quarter of
1995 for a total of 92 screens operated during the first quarter of 1996.
Revenues have also been affected by a 19.4% devaluation of the Mexican peso
during the first quarter of 1996 compared to the first quarter of 1995.
COST OF OPERATIONS
Costs of operations as a percentage of revenues were 84.9% for the first
quarter of 1996 versus 93.8% for the first quarter of 1995. The decrease as a
percentage of revenues resulted from lower concession costs as a percentage of
concession revenues (32.8% in the first quarter of 1996 from 35.0% in the first
quarter of 1995), a decrease in facility lease expense as a percentage of
revenues (14.7% in the first quarter of 1996 from 19.2% in the first quarter of
1995) and a decrease in utilities and other costs as a percentage of revenues
(12.9% in the first quarter of 1996 from 21.6% in the first quarter of 1995),
partially offset by higher film rental as a percentage of admission revenues
(47.5% for the first quarter of 1996 from 42.3% in the first quarter of 1995)
and an increase in salaries and wages (including payroll taxes and benefits) as
a percentage of revenues (13.5% in the first quarter of 1996 from 12.0% in the
first quarter of 1995).
GENERAL AND ADMINISTRATIVE EXPENSES
Cinemark de Mexico conducts its real estate and administrative operations
from its Mexico City office. General and administrative expenses incurred
during the first quarter of 1996 compared to 1995 increased 51.7% to $.4 million
from $.3 million. The increase in general and administrative expenses is
attributable to an increase in the management fee, resulting from the increase
in total revenues during the first quarter of 1996, paid to Cinemark USA (5% of
revenues) which was partially offset by a decrease in costs incurred by the
Mexico City office for travel expenses, legal fees and consulting fees.
INTEREST EXPENSE
Total interest costs incurred (interest expense plus capitalized interest)
for the first quarter of 1996 increased $.1 million over the first quarter of
1995, primarily as a result of the incurrence of an additional $7.5 million in
borrowings under the Company's senior debt facility.
INCOME TAXES
The Company has provided income taxes under FASB 109. The Company will
file a consolidated U.S. federal income tax return with Cinemark USA. Income
tax expense has been recorded primarily related to the income attributable to
Cinemark Mexico (USA). The tax benefit of the loss generated by Cinemark de
Mexico has been fully reserved and will be realized in future periods as
Cinemark de Mexico begins generating a profit from operations.
INFLATION AND FOREIGN CURRENCY
The Company has invested approximately $30.7 million in Cinemark de Mexico
to fund the initial development operations. Due to the devaluation of the
Mexican currency, pesos, that began in December 1994, the Company has
8
<PAGE> 9
recognized a $10.2 million unrealized cumulative translation loss adjustment in
equity at March 31, 1996 based on an exchange rate of N$7.5 per $1.
Additionally, as a result of certain operating transactions being denominated
in dollars the Company has realized an exchange loss on the income statement.
The Company's debt and certain of its current theatre lease rent is denominated
in U.S. dollars while revenues are in Mexican pesos. Additionally, almost all
of the equipment and interior finish materials of the Company's new theatres
have been imported from the U.S. As a result of the devaluation, certain costs
of the Company (principally equipment, interest and lease expenses) have almost
doubled in relation to the Company's revenues. The Company plans to raise
prices over time in an attempt to compensate for the devaluation. Currently,
however, management does not believe that it can raise prices sufficiently to
offset the devaluation without dramatically reducing patronage and concession
consumption. The devaluation has significantly impacted the Mexican economy
and will affect the short term profitability of the theatres. Additionally,
the lack of available capital in the Mexican market as a result of a
significant rise in the interest rates has reduced the availability of
developer financing on future projects resulting in a delay of current projects
and a reduction in the rate of expansion initially anticipated by the Company.
LIQUIDITY AND CAPITAL RESOURCES
Cinemark de Mexico's revenues are collected in cash, primarily through box
office admissions and the sale of concession items.
The Company's strategy is to enter into leases with terms of 15 to 20 years
plus renewal options for the development of theatre facilities instead of
purchasing them due to the lower capital requirements for developing a
leasehold theatre. A typical leasehold theatre requires a capital outlay of
approximately $100,000 to $200,000 per screen, representing the costs of
equipment and interior finishout, whereas, the development of a fee owned or
ground lease theatre is estimated to range between $4.0 million and $10.0
million, per theatre. The Company attempts to obtain lease terms that are
typically built-to-suit construction obligations with Cinemark de Mexico being
responsible for theatre equipment. However, due to inability of landlords to
obtain financing in Mexico, many landlords have requested Cinemark de Mexico to
contribute to the cost of construction and recapture such contributions (with
interest) through rent abatements. Management has in the past and may in the
future make, such contributions to construction in markets it deems
appropriate. The Company will also consider a desirable location on a fee or
ground lease basis if there is no developer willing to construct the theatre on
the site on terms acceptable to the Company. In such events, the Company may
consider alternative financing sources allowed under the Indenture governing
the Notes (the "Indenture"), such as additional borrowings, sales of equity or
entering into joint ventures.
On August 3, 1993, the Company issued $20.4 million of 12% Senior
Subordinated Notes due 2003 with detachable warrants (the "Warrants"). The
Notes bear interest at 12% per annum payable semi-annually on August 1 and
February 1 of each year commencing February 1, 1994. The Company is required
to make a sinking fund payment of $6,667,000 on each of August 1, 2001 and
August 1, 2002, which amounts are to be utilized on such respective dates to
retire a like face amount of the outstanding Notes.
On May 6, 1994, the Company issued, at a discount of $55.00 per $1,000
note, an additional $2.0 million of 12% Senior Subordinated Notes due 2003 with
the terms governed by the Indenture from the initial offering of Senior
Subordinated Notes.
9
<PAGE> 10
In December of 1994, Cinemark II, Inc. (the parent company of Cinemark
Mexico (USA), Inc.) contributed an additional $5.0 million of capital to
Cinemark Mexico (USA), Inc. New Wave Investments made an additional $.3
million contribution on June 1, 1995 and the majority of warrant holders
purchased an additional $1.3 million of warrants in September 1995.
At May 13, 1996, Cinemark de Mexico was operating ten theatres (104
screens) and had one theatre (10 screens) under construction and one theatre
under commitment (10 screens) with an executed lease. The construction of
these theatres will require additional capital expenditures by the Company of
approximately $3.5 million.
The indenture for the Senior Subordinated Notes allows for the incurrence
of $10.0 million of senior debt. On December 4, 1995, the Company entered into
the Mexico Senior Credit Facility allowing for the borrowing of $10 million of
senior secured debt from Cinemark II to fund Cinemark de Mexico's capital needs
for theatre construction contemplated during 1996. The Mexico Senior Credit
Facility permits the Company to relend to Cinemark de Mexico any funds borrowed
to finance construction of uncompleted locations, the acquisition and
installation of furniture, fixtures and equipment of such locations and for
general corporate purposes and working capital. As of May 13, 1996, Cinemark
de Mexico has borrowed $7.5 million under the Mexico Senior Credit Facility.
Any funding beyond this source necessary to complete current construction and
construct future theatres is subject to Cinemark de Mexico achieving sufficient
levels of cash flow from operations to permit additional debt financing or
will require Cinemark de Mexico to raise additional financing through equity
issuances.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Supplemental Schedules specified by the Senior Notes indenture:
Condensed Consolidating Balance Sheet
(unaudited) as of March 31, 1996
Condensed Consolidating Statement of
Income (unaudited) for the three months
ended March 31, 1996
Condensed Consolidating Statement of
Cash Flow (unaudited) for the three months
ended March 31, 1996
ITEM 6(B) REPORTS ON FORM 8-K
No reports have been filed by Registrant during the
quarter for which this report is filed.
11
<PAGE> 12
CINEMARK MEXICO(USA),INC. AND SUBSIDIARY
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Cinemark Mexico Cinemark
USA, Inc. de Mexico Eliminations TOTAL
-------------- --------- ------------ -----
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 113,340 $ 1,103,819 $ - $ 1,217,159
Inventories 65,940 65,940
Accrued interest, taxes and
other receivables 2,600,867 1,255,254 (2,659,301) 1,196,820
Prepaids and other 17,376 17,376
--------------------------------------------------------------
Total current assets 2,714,207 2,442,389 (2,659,301) 2,497,295
THEATRE PROPERTIES AND EQUIPMENT 22,088,195 22,088,195
Less accumulated depreciation
and amortization (1,021,612) (1,021,612)
--------------------------------------------------------------
Theatre properties and
equipment - net 21,066,583 21,066,583
OTHER ASSETS:
Investment in and advances
to affiliate (8,964,234) 0 8,964,234
Deferred charges and other 758,230 3,821,400 4,579,630
Advances and notes 30,977,974 (30,977,974)
--------------------------------------------------------------
Total other assets 22,771,970 3,821,400 (22,013,740) 4,579,630
--------------------------------------------------------------
TOTAL $ 25,486,177 $ 27,330,372 $(24,673,041) $28,143,508
==============================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $40,900 $1,571,742 $ 1,612,642
Accounts payable - affiliates 0 864,364 864,364
Accrued interest 600,417 2,659,301 (2,659,301) 600,417
--------------------------------------------------------------
Total current liabilities 641,317 5,095,407 (2,659,301) 3,077,423
LONG-TERM LIABILITIES:
12% senior subordinated notes,
due 2003 (less unamortized
discount of $1,805,666 based
on imputed interest
rate of 13.85%) 20,594,334 20,594,334
Notes payable - affiliates 6,450,000 30,977,974 (30,977,974 ) 6,450,000
Deferred lease expense 221,225 221,225
--------------------------------------------------------------
27,044,334 31,199,199 (30,977,974) 27,265,559
COMMON STOCK WARRANTS WITH REDEMPTION
REQUIREMENTS 3,424,132 3,424,132
SHAREHOLDERS' EQUITY:
Common stock 1,383 1,383
Additional paid-in capital 12,350,824 7,000,000 (7,000,000) 12,350,824
Unearned compensation -
stock options (12,061) (12,061)
Accumulated deficit (7,762,768) (16,250,693) 16,250,693 (7,762,768)
Cumulative foreign currency
translation adjustment (10,200,984) 286,459 (286,459) (10,200,984)
--------------------------------------------------------------
Total shareholders' equity (5,623,606) (8,964,234) 8,964,234 (5,623,606)
--------------------------------------------------------------
TOTAL $ 25,486,177 $ 27,330,372 $(24,673,041) $ 28,143,508
==============================================================
</TABLE>
12
<PAGE> 13
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
CONDENSEDCONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Cinemark Mexico Cinemark
USA, Inc. de Mexico Eliminations TOTAL
---------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Admissions $2,584,286 $2,584,286
Concessions 1,333,242 1,333,242
Other 43,186 43,186
-------------------------------------------------------------
Total 3,960,714 3,960,714
COSTS AND EXPENSES:
Cost of operations:
Film rentals 1,227,665 1,227,665
Concession supplies 437,545 437,545
Salaries and wages 533,749 533,749
Facility leases 581,954 581,954
Advertising 69,659 69,659
Utilities and other 150 511,142 511,292
-------------------------------------------------------------
Total 150 3,361,714 3,361,864
General and administrative expenses 4,761 401,815 406,576
Depreciation 248,689 248,689
-------------------------------------------------------------
Total 4,911 4,012,218 4,017,129
-------------------------------------------------------------
OPERATING LOSS (4,911) (51,504) (56,415)
OTHER INCOME (EXPENSE):
Interest expense (803,869) (1,024,810) 1,024,810 (803,869)
Amortization of debt issue cost (24,811) (24,811)
Amortization of bond discount (45,085) (45,085)
Foreign currency exchange loss
Other 7,604 (21,978) (14,374)
Intercompany note payable 493,184 (493,184)
Interest income 1,025,010 27,390 (1,024,691) 27,709
Equity in loss of subsidiary (1,063,179) 1,063,179
-------------------------------------------------------------
Total (911,934) (496,632) 548,136 (860,430)
-------------------------------------------------------------
LOSS BEFORE INCOME TAXES (916,845) (548,136) 548,136 (916,845)
INCOME TAXES 58,534 58,534
-------------------------------------------------------------
NET LOSS ($975,379) ($548,136) $548,136 ($975,379)
=============================================================
</TABLE>
13
<PAGE> 14
CINEMARK MEXICO (USA), INC. AND SUBSIDIARY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 1996
Unaudited)
<TABLE>
<CAPTION>
Cinemark Mexico Cinemark
USA, Inc. de Mexico Eliminations TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net loss ($975,379) ($548,136) $548,136 ($975,379)
Noncash items in net loss:
Depreciation 248,689 248,689
Amortization 24,811 24,811
Deferred lease expense 19,310 19,310
Amortization of debt
discount 45,085 45,085
Amortized compensation -
stock options 861 861
Equity in loss of
subsidiary 548,136 (548,136)
Cash from (used for) operating working capital:
Inventories (1,129) (1,129)
Interest and other
receivables (966,257) (264,217) 1,024,691 (205,783)
Income taxes receivable 0 0
Accounts payable and
accrued expenses 2,400 (140,301) (137,901)
Accrued interest expense (540,131) 1,024,691 (1,024,691) (540,131)
Accounts payable -
affiliate 0 229,275 229,275
------------------------------------------------------------------
Net cash from
(used for) operations (1,860,474) 568,182 0 (1,292,292)
INVESTING ACTIVITIES:
Additions to theatre
properties (2,913,934) (2,913,934)
Decrease in temporary cash
investments 0 0
Increase in other assets 0 (310,064) (310,064)
Increase in advances and
notes (3,050,000) 3,050,000 0
------------------------------------------------------------------
Net cash used for investing
activities (3,050,000) (3,223,998) 3,050,000 (3,223,998)
FINANCING ACTIVITIES:
Borrowings under senior secured credit
agreement 3,950,000 3,050,000 (3,050,000) 3,950,000
------------------------------------------------------------------
Net cash from financing
activities 3,950,000 3,050,000 (3,050,000) 3,950,000
FOREIGN CURRENCY
TRANSLATION 515,043 (154,623) 360,420
------------------------------------------------------------------
DECREASE IN CASH (445,431) 239,561 (205,870)
CASH:
Beginning of period 558,771 864,258 1,423,029
------------------------------------------------------------------
End of period $113,340 $1,103,819 $1,217,159
==================================================================
</TABLE>
14
<PAGE> 15
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
CINEMARK MEXICO (USA), INC.
Registrant
DATE: May 13, 1996
/s/ Jeffrey J. Stedman
---------------------------
Jeffrey J. Stedman
Vice President and
Chief Financial Officer
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- -------------------- ------------------------------------------------------------------------
<C> <S>
27 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEETS, STATEMENTS OF INCOME AND STATEMENTS OF
CASH FLOW AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,217,159
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 65,940
<CURRENT-ASSETS> 2,497,295
<PP&E> 22,088,195
<DEPRECIATION> 1,021,612
<TOTAL-ASSETS> 28,143,508
<CURRENT-LIABILITIES> 3,077,423
<BONDS> 20,594,334
<COMMON> 1,383
0
0
<OTHER-SE> (5,624,989)
<TOTAL-LIABILITY-AND-EQUITY> 28,143,508
<SALES> 3,960,714
<TOTAL-REVENUES> 3,960,714
<CGS> 0
<TOTAL-COSTS> 3,610,553
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 873,765
<INCOME-PRETAX> (916,845)
<INCOME-TAX> 58,534
<INCOME-CONTINUING> (975,379)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (975,379)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
