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 13, 2007

Cinemark Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33401	20-5490327
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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 13, 2007, we announced our financial results for the quarter ended June 30, 2007. 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 13, 2007, we announced our financial results for the quarter ended June 30, 2007. 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 13, 2007, our board of directors declared a cash dividend in the amount of $0.13 per share of common stock, payable on September 18, 2007 to the holders of common stock of record on September 4, 2007. A copy of the press release is furnished as Exhibit 99.2 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	Press Release dated August 13, 2007.
99.2	Press Release dated August 13, 2007.

The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into any of our filings with the SEC under the Securities Act of 1933, 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, 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 13, 2007

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EX-99.1

Exhibit 99.1

For Immediate Release

Contact: Robert Copple or Nikki Sacks
972-665-1500

CINEMARK HOLDINGS, INC. REPORTS RESULTS FOR SECOND QUARTER 2007

Plano, TX, August 13, 2007 — Cinemark Holdings, Inc. (NYSE: CNK), a leading motion picture exhibitor, today reported results for the three and six months ended June 30, 2007.

Cinemark Holdings, Inc.’s revenues for the three months ended June 30, 2007 increased 49.1% to $440.0 million from $295.1 million for the three months ended June 30, 2006. Admissions revenues increased 54.8% and concession revenues increased 50.6%. The increases were primarily related to a 24.1% increase in attendance; a 25.1% increase in average ticket prices; and a 21.5% increase in concession revenues per patron, all of which were favorably impacted by the acquisition of Century Theatres, Inc. that occurred on October 5, 2006.

Adjusted EBITDA for the three months ended June 30, 2007 increased 38.9% to $95.7 million from $68.9 million for the three months ended June 30, 2006. The Company’s Adjusted EBITDA margin was 21.7% for the three months ended June 30, 2007. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

Net income for the three months ended June 30, 2007 was $47.9 million compared to net income of $13.1 million for the three months ended June 30, 2006.

“During the second quarter our solid performance was driven by the strength of a few summer blockbuster films, the performance of our international theatres, and the integration of the Century acquisition,” stated Alan Stock, Cinemark’s Chief Executive Officer. “I believe the outlook for Cinemark is positive with a good slate of movies for the remainder of the year and a robust new theatre development pipeline. In addition, we have opened our first fully digital theatre which will allow us to test the new technology and position ourselves even better for long term profitable growth.”

Cinemark Holdings, Inc.’s revenues for the six months ended June 30, 2007 increased 51.2% to $818.1 million from $541.1 million for the six months ended June 30, 2006. Admissions revenues increased 56.6% and concession revenues increased 49.1%. The increases were primarily related to a 25.8% increase in attendance; a 24.8% increase in average ticket prices; and an 18.6% increase in concession revenues per patron, all of which were favorably impacted by the acquisition of Century Theatres, Inc. that occurred on October 5, 2006.

Adjusted EBITDA for the six months ended June 30, 2007 increased 48.4% to $175.8 million from $118.5 million for the six months ended June 30, 2006. The Company’s Adjusted EBITDA margin was 21.5% for the six months ended June 30, 2007. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release.

Net income for the six months ended June 30, 2007 was $166.1 million compared to net income of $18.9 million for the six months ended June 30, 2006.

Net income for the six months ended June 30, 2007 benefited from a $129.6 million after tax gain on the National CineMedia IPO, but was impacted by non-cash impairment charges of $56.8 million, the majority of which resulted from the Company amending its operating agreement with National CineMedia LLC (NCM). Cinemark records and measures goodwill for impairment purposes at an individual theatre level, rather than aggregated at the corporate level, which can result in more volatile impairment charges.

During the six months ended June 30, 2007, the Company repurchased approximately $332.1 million aggregate principal amount of its 9% senior subordinated notes primarily utilizing the proceeds from the NCM transaction. The Company recorded a loss on early retirement of debt of approximately $8.0 million related to this note repurchase.

On June 30, 2007, the Company’s aggregate screen count was 4,568, with screens in the United States, Canada, Mexico, Argentina, Brazil, Chile, Ecuador, Peru, Honduras, El Salvador, Nicaragua, Costa Rica, Panama and Colombia. As of June 30, 2007, the Company had signed commitments to open nine new theatres with 121 screens by the end of 2007 and open 12 new theatres with 160 screens subsequent to 2007.

Conference Call
The Company will host a conference call and audio webcast with investors, analysts and other interested parties today at 5:00 P.M. Eastern time. The call can be accessed live over the phone by dialing (800) 374-1346, or for international callers, (706) 679-3149. The passcode is 12086087. Additionally, a live audio webcast will be available to interested parties at www.cinemark.com under the Investor Relations section.

About Cinemark Holdings, Inc.
Headquartered in Plano, TX, Cinemark is a leader in the motion picture exhibition industry. As of June 30, 2007, Cinemark operates 402 theatres and 4,568 screens in 38 states in the United States and internationally in 12 countries, mainly in Mexico, South and Central America. For more information go to www.cinemark.com.

Forward-looking Statements

Cinemark Holdings, Inc. intends that this release be governed by the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 (the “PSLR Act”) with respect to statements that may be deemed to be forward-looking statements. Statements contained in this release other than statements of historical fact, including statements based on our current expectations, assumptions, estimates and projections about our business and our industry, are forward-looking statements. You can identify forward-looking statements 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, 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 Cinemark Holdings, Inc.’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward-looking statements contained in this release reflect Cinemark Holdings, Inc.’s view only as of the date of this release. Cinemark Holdings, Inc. does not undertake any 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,
	2007			2006			2007			2006
Statement of Income data:
Revenues
Admissions	$	283,117		$	182,862		$	527,107		$	336,530
Concession		138,448			91,901			253,535			169,973
Other		18,471			20,342			37,416			34,591
Total revenues		440,036			295,105			818,058			541,094
Cost of operations
Film rentals and advertising		159,084			100,298			287,378			179,246
Concession supplies		22,668			14,807			40,125			26,847
Facility lease expense		53,253			37,828			104,898			74,860
Other theatre operating expenses		93,663			60,296			178,038			116,943
General and administrative expenses		18,381			15,428			37,114			29,510
Termination of profit participation agreement		6,952			—			6,952			—
Depreciation and amortization		37,345			21,504			75,154			43,166
Impairment of long-lived assets		7,036			647			56,766			923
(Gain) loss on sale of assets and other		(1,864	)		815			(1,559	)		1,543
Total cost of operations		396,518			251,623			784,866			473,038
Operating income		43,518			43,482			33,192			68,056
Interest expense (1)		(35,301	)		(22,209	)		(76,798	)		(44,577	)
Gain on NCM transaction		—			—			210,773			—
Gain on Fandango transaction		9,205			—			9,205			—
Loss on early retirement of debt		(123	)		(2,501	)		(7,952	)		(2,501	)
Other income		4,888			1,311			7,371			1,804
Income before taxes		22,187			20,083			175,791			22,782
Income taxes		(25,683	)		6,979			9,710			3,888
Net income	$	47,870		$	13,104		$	166,081		$	18,894
Net Earnings Per Share
Basic	$	0.46		$	0.16		$	1.70		$	0.23
Diluted	$	0.45		$	0.15		$	1.66		$	0.22
Other Financial Data:
Adjusted EBITDA (2)	$	95,682		$	68,907		$	175,776		$	118,525
Adjusted EBITDA margin		21.7	%		23.3	%		21.5	%		21.9	%
Other Operating Data:
Attendance (patrons):
Domestic		38,907			28,302			73,854			52,941
International		16,755			16,615			31,014			30,484
Worldwide		55,662			44,917			104,868			83,425
Average screen count (month end average):
Domestic		3,558			2,458			3,543			2,440
International		963			925			961			920
Worldwide		4,521			3,383			4,504			3,360

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	As of		As of
	June 30,		December 31,
	2007		2006
Balance Sheet Data:
Cash and cash equivalents	$	386,537	$	147,099
Theatre properties and equipment, net		1,338,566		1,324,572
Total assets		3,361,459		3,171,582
Long-term debt, including current portion		1,575,181		1,911,653
Stockholders’ equity		1,125,378		689,297

Segment Information
(unaudited, in thousands)

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
Revenues
U.S.	$	349,043		$	215,956		$	655,418		$	396,996
International		91,790			79,638			164,051			144,962
Eliminations		(797	)		(489	)		(1,411	)		(864	)
Total Revenues	$	440,036		$	295,105		$	818,058		$	541,094
Adjusted EBITDA (2)
U.S.	$	74,811		$	51,071		$	141,512		$	89,389
International		20,871			17,836			34,264			29,136
Total Adjusted EBITDA	$	95,682		$	68,907		$	175,776		$	118,525
Capital Expenditures
U.S.	$	28,148		$	21,566		$	53,045		$	45,399
International		12,935			5,251			20,103			9,665
Total Capital Expenditures	$	41,083		$	26,817		$	73,148		$	55,064

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Reconciliation of Adjusted EBITDA
(unaudited, in thousands)

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007			2006
Net income	$	47,870		$	13,104		$	166,081		$	18,894
Income taxes		(25,683	)		6,979			9,710			3,888
Interest expense (1)		35,301			22,209			76,798			44,577
Gain on NCM transaction		—			—			(210,773	)		—
Gain on Fandango transaction		(9,205	)		—			(9,205	)		—
Loss on early retirement of debt		123			2,501			7,952			2,501
Other income		(4,888	)		(1,311	)		(7,371	)		(1,804	)
Termination of profit participation agreement		6,952			—			6,952			—
Depreciation and amortization		37,345			21,504			75,154			43,166
Impairment of long-lived assets		7,036			647			56,766			923
(Gain) loss on sale of assets and other		(1,864	)		815			(1,559	)		1,543
Deferred lease expenses (3)		1,704			1,442			3,311			2,823
Amortization of long-term prepaid rents (3)		275			301			511			582
Stock option compensation expense (4)		716			716			1,449			1,432
Adjusted EBITDA (2)	$	95,682		$	68,907		$	175,776		$	118,525

(1)	Includes amortization of debt issue costs and excludes capitalized interest.
(2)	Adjusted EBITDA as calculated in the chart above represents net income before income taxes, interest expense, gain on NCM transaction, gain on Fandango transaction, loss on early retirement of debt, other income, termination of profit participation agreement, depreciation and amortization, impairment of long-lived assets, (gain) loss on sale of assets and other, changes in deferred lease expense, amortization of long-term prepaid rents and stock option 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. Adjusted EBITDA margin represents Adjusted EBITDA divided by total revenues.
(3)	Non-cash expense included in facility lease expense.
(4)	Non-cash expense included in general and administrative expenses.

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EX-99.2

Exhibit 99.2

For Immediate Release

Contact: Robert Copple or Nikki Sacks
972-665-1500

CINEMARK HOLDINGS, INC. INITIATES QUARTERLY DIVIDEND

Plano, TX, August 13, 2007 — Cinemark Holdings, Inc. (NYSE: CNK), a leading motion picture exhibitor, announced today that it has initiated a quarterly dividend policy. Consistent with the disclosures in its prospectus, the dividend for the second quarter of 2007 is based on a quarterly dividend rate of $0.18 per common share, prorated based on the April 27, 2007 closing date of the initial public offering.

Based on the above proration, the Company’s Board of Directors has declared a cash dividend of $0.13 per common share payable on September 18, 2007, to stockholders of record on September 4, 2007.

“We are pleased to declare our first dividend, reflecting Cinemark’s strong performance and outlook,” said Alan Stock, Cinemark’s Chief Executive Officer. “While future payments will be subject to Board approval, we are committed to returning value to shareholders as we continue to drive cash flow and deliver attractive returns over the long term.”

The Company intends to pay a regular quarterly dividend at the discretion of the Board of Directors which will depend upon many factors, including our results of operations, financial condition, earnings, capital requirements, limitations in our debt agreements and legal as well as other relevant factors.

About Cinemark Holdings, Inc.

Headquartered in Plano, TX, Cinemark is a leader in the motion picture exhibition industry. As of June 30, 2007, Cinemark operates 402 theatres and 4,568 screens in 38 states in the United States and internationally in 12 countries, mainly in Mexico, South and Central America. For more information go to www.cinemark.com.

Forward-looking Statements

Cinemark Holdings, Inc. intends that this release be governed by the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 (the “PSLR Act”) with respect to statements that may be deemed to be forward-looking statements. Statements contained in this release other than statements of historical fact, including statements based on our current expectations, assumptions, estimates and projections about our business and our industry, are forward-looking statements. You can identify forward-looking statements 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, 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 Cinemark Holdings, Inc.’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward-looking statements contained in this release reflect Cinemark Holdings, Inc.’s view only as of the date of this release. Cinemark Holdings, Inc. does not undertake any 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.