Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________ 
FORM 10-Q 
____________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2019
Commission file number: 001-33296 
_____________________________________________
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13042514&doc=12
NATIONAL CINEMEDIA, INC.
(Exact name of registrant as specified in its charter) 
______________________________________________
Delaware
 
20-5665602
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
6300 S. Syracuse Way, Suite 300
Centennial, Colorado
 
80111
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (303) 792-3600 
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share
NCMI
The Nasdaq Stock Market LLC
(Title of each class)
(Trading symbol)
(Name of each exchange on which registered)
______________________________________________
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  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  x No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
x
 
 
 
 
 
Non-accelerated filer
 
Smaller reporting company
 
 
 
 
 
 
 
 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
As of July 31, 2019, 78,973,707 shares of the registrant’s common stock (including unvested restricted shares), par value of $0.01 per share, were outstanding.



TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
(UNAUDITED)

PART I
Item 1. Financial Statements
 
June 27, 2019
 
December 27, 2018
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
42.8

 
$
41.4

Short-term marketable securities
11.2

 
24.0

Receivables, net of allowance of $6.0 and $6.0, respectively
124.9

 
149.9

Income tax receivable
0.1

 
0.3

Amounts due from founding members, net
3.1

 
5.8

Current portion of notes receivable - founding members (including receivables from related parties
   of $2.8 and $4.2, respectively)
4.2

 
5.6

Prepaid expenses and other current assets
4.7

 
3.9

Total current assets
191.0

 
230.9

NON-CURRENT ASSETS:
 
 
 
Property and equipment, net of accumulated depreciation of $66.7 and $62.5, respectively
32.4

 
33.6

Intangible assets, net of accumulated amortization of $186.2 and $172.7, respectively
669.6

 
684.5

Deferred tax assets, net of valuation allowance of $77.5 and $80.1, respectively
172.4

 
173.9

Other investments
3.2

 
3.0

Long-term marketable securities
7.7

 
10.2

Debt issuance costs, net
4.5

 
5.0

Other assets
23.2

 
0.7

Total non-current assets
913.0

 
910.9

TOTAL ASSETS
$
1,104.0

 
$
1,141.8

LIABILITIES AND EQUITY/(DEFICIT)
 
 
 
CURRENT LIABILITIES:
 
 
 
Amounts due to founding members, net
$
17.9

 
$
30.0

Payable to founding members under tax receivable agreement (including payables to related
   parties of $11.1 and $11.2, respectively)
15.3

 
15.5

Accrued expenses
18.2

 
21.7

Accrued payroll and related expenses
9.6

 
15.3

Accounts payable
15.5

 
18.0

Deferred revenue
10.7

 
7.3

Short-term debt
2.7

 
2.7

Other current liabilities
1.3

 

Total current liabilities
91.2

 
110.5

NON-CURRENT LIABILITIES:
 
 
 
Long-term debt, net of debt issuance costs of $6.9 and $7.8, respectively
915.4

 
920.9

Payable to founding members under tax receivable agreement (including payables to related
   parties of $133.7 and $141.1, respectively)
184.0

 
195.6

Other liabilities
23.9

 
4.0

Total non-current liabilities
1,123.3

 
1,120.5

Total liabilities
1,214.5

 
1,231.0

COMMITMENTS AND CONTINGENCIES (NOTE 8)

 

EQUITY/(DEFICIT):
 
 
 
NCM, Inc. Stockholders’ Equity/(Deficit):
 
 
 
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding,
   respectively

 

Common stock, $0.01 par value; 175,000,000 shares authorized, 77,349,628 and 76,976,398 issued
   and outstanding, respectively
0.8

 
0.8

Additional paid in capital/(deficit)
(211.9
)
 
(215.2
)
Retained earnings (distributions in excess of earnings)
(172.6
)
 
(153.6
)
Total NCM, Inc. stockholders’ equity/(deficit)
(383.7
)
 
(368.0
)
Noncontrolling interests
273.2

 
278.8

Total equity/(deficit)
(110.5
)
 
(89.2
)
TOTAL LIABILITIES AND EQUITY/(DEFICIT)
$
1,104.0

 
$
1,141.8

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

1

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In millions, except share and per share data)
(UNAUDITED)


 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
REVENUE (including revenue from related parties of $6.5, $8.6, $11.8 and $16.6, respectively)
$
110.2

 
$
113.7

 
$
187.1

 
$
193.9

OPERATING EXPENSES:
 
 
 
 
 
 
 
Advertising operating costs
9.9

 
9.2

 
17.2

 
16.2

Network costs
3.4

 
3.3

 
6.9

 
6.8

Theater access fees—founding members (including fees to related parties of
   $14.5, $21.5, $27.4 and $42.1, respectively)
21.6

 
21.5

 
40.7

 
42.1

Selling and marketing costs
16.2

 
16.7

 
31.4

 
32.7

Administrative and other costs
11.1

 
12.8

 
21.8

 
25.4

Depreciation expense
3.3

 
3.0

 
6.6

 
5.9

Amortization expense

 
7.0

 

 
13.6

Amortization of intangibles recorded for network theater screen leases
7.0

 

 
13.9

 

Total
72.5

 
73.5

 
138.5

 
142.7

OPERATING INCOME
37.7

 
40.2

 
48.6

 
51.2

NON-OPERATING EXPENSES:
 
 
 
 
 
 
 
Interest on borrowings
14.2

 
14.1

 
28.6

 
27.9

Interest income
(0.5
)
 
(0.4
)
 
(1.0
)
 
(0.7
)
Loss (gain) on early retirement of debt, net

 
1.2

 
(0.3
)
 
1.2

Loss (gain) on re-measurement of the payable to founding members under the tax
   receivable agreement
0.8

 
(7.7
)
 
1.5

 
(7.8
)
Other non-operating income
(0.1
)
 

 
(0.3
)
 

Total
14.4

 
7.2

 
28.5

 
20.6

INCOME BEFORE INCOME TAXES
23.3

 
33.0

 
20.1

 
30.6

Income tax expense
2.3

 
16.0

 
1.7

 
17.0

CONSOLIDATED NET INCOME
21.0

 
17.0

 
18.4

 
13.6

Less: Net income attributable to noncontrolling interests
12.1

 
12.8

 
10.6

 
11.3

NET INCOME ATTRIBUTABLE TO NCM, INC.
$
8.9

 
$
4.2

 
$
7.8

 
$
2.3

COMPREHENSIVE INCOME ATTRIBUTABLE TO NCM, INC.
$
8.9

 
$
4.2

 
$
7.8

 
$
2.3

 
 
 
 
 
 
 
 
NET INCOME PER NCM, INC. COMMON SHARE:
 
 
 
 
 
 
 
Basic
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

Diluted
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

WEIGHTED AVERAGE SHARES OUTSTANDING:
 
 
 
 
 
 
 
Basic
77,343,093

 
76,912,086

 
77,261,435

 
76,776,250

Diluted
77,636,096

 
77,125,610

 
77,575,081

 
76,981,056

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

2

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (UNAUDITED)


 
Six Months Ended
 
June 27, 2019
 
June 28, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Consolidated net income
$
18.4

 
$
13.6

Adjustments to reconcile consolidated net income to net cash provided by operating activities:
 
 
 
Deferred income tax expense
1.5

 
16.5

Depreciation expense
6.6

 
5.9

Amortization expense

 
13.6

Amortization of intangibles recorded for network theater screen leases
13.9

 

Non-cash share-based compensation
2.8

 
4.9

Impairment on investment

 
0.4

Amortization of debt issuance costs
1.3

 
1.3

Gain on early retirement of debt, net
(0.3
)
 

Non-cash loss (gain) on re-measurement of the payable to founding members under
   the tax receivable agreement
1.6

 
(7.8
)
Write-off of debt issuance costs

 
0.8

Other
(1.0
)
 
0.1

Proceeds from disposition of intangible assets by network affiliates
0.5

 

Founding member integration and other encumbered theater payments (including
   payments from related parties of $0.6 in 2019)
10.6

 

Changes in operating assets and liabilities:
 
 
 
Receivables, net
25.0

 
34.9

Accounts payable and accrued expenses
(8.9
)
 
(5.4
)
Amounts due to/from founding members, net
0.7

 
0.6

Payment to the founding members under tax receivable agreement (including payments to related parties of $9.8 and $17.6, respectively)
(13.9
)
 
(17.6
)
Deferred revenue
3.4

 
3.1

Other, net
(2.9
)
 
1.3

Net cash provided by operating activities
59.3

 
66.2

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(6.8
)
 
(7.2
)
Purchases of marketable securities
(5.4
)
 
(13.9
)
Proceeds from sale and maturities of marketable securities
21.4

 
12.0

Proceeds from notes receivable - founding members
1.4

 

Net cash provided by (used in) investing activities
10.6

 
(9.1
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Payment of dividends
(27.2
)
 
(28.1
)
Proceeds from revolving credit facility
71.0

 
106.2

Repayments of revolving credit facility
(71.0
)
 
(88.0
)
Repayments of Notes due 2026
(4.6
)
 

Proceeds from term loan facility

 
270.0

Repayment of term loan facility
(1.4
)
 
(270.0
)
Payment of debt issuance costs

 
(6.3
)
Founding member integration and other encumbered theater payments (including
   payments from related parties of $11.5 in 2018)

 
11.5

Distributions to founding members
(34.0
)
 
(46.1
)
Repurchase of stock for restricted stock tax withholding
(1.3
)
 
(2.1
)
Net cash used in financing activities
(68.5
)
 
(52.9
)
CHANGE IN CASH AND CASH EQUIVALENTS:
1.4

 
4.2

Cash and cash equivalents at beginning of period
41.4

 
30.2

Cash and cash equivalents at end of period
$
42.8

 
$
34.4

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.


3

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
(UNAUDITED)

 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
Supplemental disclosure of non-cash financing and investing activity:
 
 
 
Purchase of an intangible asset with NCM LLC equity
$
7.6

 
$
15.9

Accrued distributions to founding members
$
15.4

 
$
16.9

Accrued integration and other encumbered theater payments due from founding members (including
   accrued payments due from related parties of $0.2 and $5.3, respectively)
$
5.3

 
$
5.3

Accrued debt issuance costs
$

 
$
0.5

Increase in dividend equivalent accrual not requiring cash in the period
$
0.4

 
$
0.5

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
27.3

 
$
27.0

Cash paid for income taxes, net of refunds
$
0.1

 
$
0.1

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

4

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY/(DEFICIT)
(In millions, except share and per share data)
(UNAUDITED)


 
 
 
Three Months Ended
 
 
 
 
 
 
 
 
 
Additional
Paid in Capital (Deficit)
 
Retained
Earnings
(Distribution in Excess of Earnings)
 
Noncontrolling Interest
 
 
 
Common Stock
 
 
 
 
Consolidated
 
Shares
 
Amount
 
 
 
Balance—March 29, 2018
$
(84.4
)
 
76,904,155

 
$
0.8

 
$
(229.3
)
 
$
(145.6
)
 
$
289.7

Distributions to founding members
(17.0
)
 

 

 

 

 
(17.0
)
Income tax and other impacts of NCM LLC ownership changes
0.6

 

 

 
0.6

 

 

Comprehensive income, net of tax
17.0

 

 

 

 
4.2

 
12.8

Share-based compensation issued

 
11,377

 

 

 

 

Share-based compensation expense/capitalized
2.2

 

 

 
1.6

 

 
0.6

Cash dividends declared $0.17 per share
(13.5
)
 

 

 

 
(13.5
)
 

Balance—June 28, 2018
$
(95.1
)
 
76,915,532

 
$
0.8

 
$
(227.1
)
 
$
(154.9
)
 
$
286.1

 
 
 
 
 
 
 
 
 
 
 
 
Balance—March 28, 2019
$
(104.7
)
 
77,318,971

 
$
0.8

 
$
(213.6
)
 
$
(168.0
)
 
$
276.1

Distributions to founding members
(15.4
)
 

 

 

 

 
(15.4
)
Income tax and other impacts of NCM LLC ownership changes
0.1

 

 

 
0.1

 

 

Comprehensive income, net of tax
21.0

 

 

 

 
8.9

 
12.1

Share-based compensation issued
(0.1
)
 
30,657

 

 
(0.1
)
 

 

Share-based compensation expense/capitalized
2.1

 

 

 
1.7

 

 
0.4

Cash dividends declared $0.17 per share
(13.5
)
 

 

 

 
(13.5
)
 

Balance—June 27, 2019
$
(110.5
)
 
77,349,628

 
$
0.8

 
$
(211.9
)
 
$
(172.6
)
 
$
273.2

 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
 
Additional
Paid in Capital (Deficit)
 
Retained
Earnings
(Distribution in Excess of Earnings)
 
Noncontrolling Interest
 
 
 
Common Stock
 
 
 
 
Consolidated
 
Shares
 
Amount
 
 
 
Balance—December 28, 2017
$
(74.8
)
 
76,242,222

 
$
0.8

 
$
(233.1
)
 
$
(130.2
)
 
$
287.7

Cumulative-effect adjustment for adoption of ASU 2014-09
(0.2
)
 

 

 

 
(0.2
)
 

Distributions to founding members
(25.4
)
 

 

 

 

 
(25.4
)
NCM LLC equity issued for purchase of intangible asset
15.9

 

 

 
7.7

 

 
8.2

Income tax and other impacts of NCM LLC ownership changes
(0.3
)
 

 

 
(3.1
)
 

 
2.8

Comprehensive income, net of tax
13.6

 

 

 

 
2.3

 
11.3

Share-based compensation issued
(2.1
)
 
673,310

 

 
(2.1
)
 

 

Share-based compensation expense/capitalized
5.0

 

 

 
3.5

 

 
1.5

Cash dividends declared $0.34 per share
(26.8
)
 

 

 

 
(26.8
)
 

Balance—June 28, 2018
$
(95.1
)
 
76,915,532

 
$
0.8

 
$
(227.1
)
 
$
(154.9
)
 
$
286.1

 
 
 
 
 
 
 
 
 
 
 
 
Balance—December 27, 2018
$
(89.2
)
 
76,976,398

 
$
0.8

 
$
(215.2
)
 
$
(153.6
)
 
$
278.8

Distributions to founding members
(21.5
)
 

 

 

 

 
(21.5
)
NCM LLC equity issued for purchase of intangible asset
7.6

 

 

 
3.7

 

 
3.9

Income tax and other impacts of NCM LLC ownership changes
(0.6
)
 

 

 
(1.3
)
 

 
0.7

Comprehensive income, net of tax
18.4

 

 

 

 
7.8

 
10.6

Share-based compensation issued
(1.3
)
 
373,230

 

 
(1.3
)
 

 

Share-based compensation expense/capitalized
2.9

 

 

 
2.2

 

 
0.7

Cash dividends declared $0.34 per share
(26.8
)
 

 

 

 
(26.8
)
 

Balance—June 27, 2019
$
(110.5
)
 
77,349,628

 
$
0.8

 
$
(211.9
)
 
$
(172.6
)
 
$
273.2

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

5

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.  THE COMPANY
Description of Business
National CineMedia, Inc. (“NCM, Inc.”) was incorporated in Delaware as a holding company with the sole purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a limited liability company. NCM LLC is currently owned by NCM, Inc., Regal Cinemas, Inc. and Regal CineMedia Corporation, wholly owned subsidiaries of Cineworld Group plc and Regal Entertainment Group (“Regal”), Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”) and American Multi-Cinema, Inc., a wholly owned subsidiary of AMC Entertainment, Inc. (“AMC”).  The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. AMC, Regal, Cinemark and their affiliates are referred to in this document as “founding members”. 
 NCM LLC operates the largest cinema advertising network reaching movie audiences in North America, allowing NCM LLC to sell advertising under long-term exhibitor services agreements (“ESAs”) with the founding members (approximately 18 years remaining as of June 27, 2019) and certain third-party theater circuits, referred to in this document as “network affiliates” under long-term network affiliate agreements, which expire at various dates between September 2019 and July 2031. The weighted average remaining term (based on attendance) of the ESAs and the network affiliate agreements is 15.5 years as of June 27, 2019.
As of June 27, 2019, NCM LLC had 159,055,115 common membership units outstanding, of which 77,349,628 (48.6%) were owned by NCM, Inc., 41,770,669 (26.3%) were owned by Regal, 39,737,700 (25.0%) were owned by Cinemark and 197,118 (0.1%) were owned by AMC. The membership units held by the founding members are exchangeable into NCM, Inc. common stock on a one-for-one basis.
Basis of Presentation
The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain reclassifications have been made to the prior year's financial statements to conform to the current presentation (refer to the Condensed Consolidated Statements of Income and Condensed Consolidated Statement of Cash Flows, whereby the Company presented depreciation expense and amortization expense as two separate lines and refer to the Condensed Consolidated Statements of Income, whereby the Company presented loss (gain) on retirement of debt, net as a separate line). Accordingly, certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report.  The balance sheet as of December 27, 2018 is derived from the audited financial statements of NCM, Inc. Therefore, the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s annual report on Form 10-K filed for the fiscal year ended December 27, 2018.
In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made.  The Company’s business is seasonal and for this and other reasons operating results for interim periods may not be indicative of the Company’s full year results or future performance. As a result of the various related party agreements discussed in Note 5—Related Party Transactions, the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties.  The Company manages its business under one reportable segment of advertising.
Estimates—The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts receivable, share-based compensation and income taxes. Actual results could differ from those estimates.
Significant Accounting Policies
The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 27, 2018 contain a complete discussion of the Company’s significant accounting policies. Following is additional information related to the Company’s accounting policies.

6

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Revenue Recognition—The Company derives revenue principally from the advertising business, which includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on websites and mobile applications owned by NCM LLC and other companies. Revenue is recognized over time as the customer receives the benefits provided by NCM LLC’s advertising services and the Company has the right to payment for performance to date. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.
Concentration of Credit Risk and Significant Customers—Bad debts are provided for using the allowance for doubtful accounts method based on historical experience and management’s evaluation of outstanding receivables at the end of the period. Receivables are written off when management determines amounts are uncollectible. Trade accounts receivable are uncollateralized and represent a large number of geographically dispersed debtors. The collectability risk with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies that have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of June 27, 2019 and December 27, 2018, there were no advertising agency groups or individual customers through which the Company sources national advertising revenue representing more than 10% of the Company’s outstanding gross receivable balance.  During the three and six months ended June 27, 2019 and June 28, 2018, the Company had no customers that accounted for more than 10% of revenue.
Share-Based Compensation—The Company has issued stock options and restricted stock to certain employees and restricted stock units to its independent directors. The Company has not granted stock options since 2012.  In 2018 and 2019, the restricted stock grants for Company management vest upon the achievement of Company performance measures and/or service conditions, while non-management grants vest only upon the achievement of service conditions.  Compensation expense of restricted stock that vests upon the achievement of Company performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense in periods that management changes its estimate of the number of shares of restricted stock expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock that is expected to vest and are only paid with respect to shares that actually vest.  During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, 37,699, 19,357, 549,695 and 975,596 shares of restricted stock and restricted stock units vested, respectively.
Consolidation—NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810, Consolidation (“ASC 810”).  The following table presents the changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests (in millions):
 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
Net income attributable to NCM, Inc.
$
8.9

 
$
4.2

 
$
7.8

 
$
2.3

NCM LLC equity issued for purchase of intangible asset

 

 
3.7

 
7.7

Income tax and other impacts of subsidiary ownership changes
0.1

 
0.6

 
(1.3
)
 
(3.1
)
Change from net income attributable to NCM, Inc. and transfers from noncontrolling interests
$
9.0

 
$
4.8

 
$
10.2

 
$
6.9

 
Recently Adopted Accounting Pronouncements
During the first quarter of 2019, the Company adopted Accounting Standards Update 2016-2 and subsequent amendments, Leases (Topic 842) (together “ASC 842”) utilizing the Comparatives Under 840 option where only the current period financial statements and related disclosures are presented in accordance with the new standard. As of the adoption date of December 28, 2018 the Company recognized the following on the unaudited Condensed Consolidated Balance Sheets: a right-of-use (“ROU”) asset of $21.7 million within 'Other assets', a short-term lease liability of $1.4 million within Other current liabilities', a long-term lease liability of $24.5 million within 'Other liabilities' and reversed the related deferred rent liability balance of $4.2 million for all leases with terms longer than twelve months related to its building operating leases. The Company elected to utilize the following practical expedients: (i) not being required to separate lease and non-lease components when accounting for the lease for all asset classes; and (ii) not accounting for short-term leases under the new standard. The Company also determined that the ESA and affiliate agreements are considered leases under ASC 842. However, the identification of the asset and determination of the period of control is dependent upon the scheduling of the showtimes by the exhibitors. As the schedules are typically not determined until one week in advance of the showtime, on average, the leases are

7

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

considered short term in nature, specifically less than one month. As such, no ROU assets or lease liabilities were recognized for these agreements. The issuance of NCM LLC membership units to the founding members in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to affiliates for the contractual rights to provide services within their theaters will continue to be classified as intangible assets. However, the amortization of these intangible assets is now considered lease expense and has been reclassified within the current period from 'Depreciation and amortization expense' to 'Amortization of intangibles recorded for network theater screen leases' on the unaudited Condensed Consolidated Statement of Income. Additionally, these upfront cash payments to affiliates and receipt of integration payments from the founding members, as defined within Note 4 - Intangible Assets, will be considered cash flows from operating activities on the unaudited Condensed Consolidated Statement of Cash Flows when incurred as they are related to operating leases and will be reclassified from cash flows from investing and financing activities, respectively. The Company has also incorporated additional disclosures in Note 8 - Commitments and Contingencies to comply with ASC 842.
During the first quarter of 2019, the Company adopted Accounting Standards Update 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which amends Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The adoption of ASU 2018-7 had no impact on the unaudited Condensed Consolidated Financial statements or notes thereto.
During the first quarter of 2019, the Company adopted a final rule issued by the SEC in March 2019 simplifying certain Regulation S-K requirements. The rule eliminated the following requirements in certain circumstances: (1) to disclose discussion of the earliest year of three years of audited financial statements presented within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Form 10-K, (2) to request permission from the SEC to redact confidential information from exhibits in the event the information is not material to the agreement and would cause competitive harm, (3) to disclose immaterial physical property and (4) to disclose schedules and attachments to exhibits which do not contain material information. The rule also adds the requirement to disclose the registrant's trading symbol on the cover page of certain SEC forms. The applicable amended disclosure requirements have been incorporated within this Quarterly Report on Form 10-Q.
During the fourth quarter of 2018, the Company adopted a final rule issued by the SEC amending certain disclosure requirements deemed by the SEC to be redundant, duplicative, overlapping, outdated or superseded. The rule also added requirements to disclose (1) the changes in each caption of stockholders’ equity and non-controlling interests for the current and comparative year-to-date periods, with subtotals for each interim period and (2) the amount of dividends per share for each class of shares. The Company's adoption of the guidance resulted in changes to the presentation of the unaudited Consolidated Statement of Equity as a quarter to date equity rollforward is now also required for the current and comparable period. The Company implemented the amended disclosure requirements in the first quarter of 2019.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted and is to be adopted on a modified retrospective basis. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto.
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Consolidated Financial Statements or notes thereto.
2.  REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition

8

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The Company derives revenue principally from the sale of advertising to national, regional and local businesses in Noovie, the Company’s cinema advertising and entertainment pre-show. The Company also sells advertising through the LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells online and mobile advertising through Cinema Accelerator and NCM's digital gaming products including Noovie ARcade, Fantasy Movie League and Noovie Shuffle, which can be played on the mobile apps or at Noovie.com. The Company also has a long-term agreement to exhibit the advertising of the founding members’ beverage suppliers.
The Company makes contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If the contracted number of impressions are not delivered, the Company will run additional advertising to deliver the contracted impressions at a later date.  The deferred portion of the revenue associated with undelivered impressions is referred to as a make-good provision. The Company defers the revenue associated with the make-good until the advertising airs to the theater attendance specified in the advertising contract. The make-good provision is recorded within accrued expenses in the Condensed Consolidated Balance Sheet. As of June 27, 2019 and December 27, 2018, the Company had a make-good provision of $5.7 million and $8.0 million, respectively.
The Company has certain contracts with two-year terms that are noncancelable following a specified date within the contract period.  The estimated revenue expected to be recognized in the future related to these contracted performance obligations that are unsatisfied (or partially unsatisfied) as of June 27, 2019, was $47.7 million, which is expected to be recognized in 2019.  Agreements with a duration less than one year are not included within this disclosure as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts.  In addition, other of the Company’s contracts longer than one year that are cancelable are not included within this disclosure.
Disaggregation of Revenue
The Company disaggregates revenue based upon the type of customer: national; local and regional; and beverage concessionaire. This method of disaggregation is in alignment with how revenue is reviewed by management and discussed with and historically disclosed to investors.
The following table summarizes revenue from contracts with customers for the three and six months ended June 27, 2019 and June 28, 2018:
 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
National advertising revenue
$
77.6

 
$
78.8

 
$
131.6

 
$
133.6

Local advertising revenue
17.7

 
18.1

 
30.5

 
31.6

Regional advertising revenue
6.7

 
8.2

 
10.1

 
12.1

Founding member advertising revenue from beverage concessionaire agreements
8.2

 
8.6

 
14.9

 
16.6

Total revenue
$
110.2

 
$
113.7

 
$
187.1

 
$
193.9

Deferred Revenue and Unbilled Accounts Receivable
The changes in deferred revenue for the six months ended June 27, 2019 were as follows (in millions):
 
Six Months Ended
 
June 27,
2019
Balance at beginning of period
$
(7.3
)
Performance obligations satisfied
7.3

New contract liabilities
(10.7
)
Balance at end of period
$
(10.7
)
As of June 27, 2019 and December 27, 2018, the Company had $14.1 million and $6.0 million in unbilled accounts receivable, respectively.   
3.  EARNINGS PER SHARE

9

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Basic earnings per share is computed on the basis of the weighted average number of common shares outstanding.  Diluted earnings per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of potentially dilutive common stock options, restricted stock and restricted stock units using the treasury stock method.  The components of basic and diluted income per NCM, Inc. share are as follows:
 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
Net income attributable to NCM, Inc. (in millions)
$
8.9

 
$
4.2

 
$
7.8

 
$
2.3

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
77,343,093

 
76,912,086

 
77,261,435

 
76,776,250

Add: Dilutive effect of stock options and restricted stock
293,003

 
213,524

 
313,646

 
204,806

Diluted
77,636,096

 
77,125,610

 
77,575,081

 
76,981,056

Earnings per NCM, Inc. share:
 
 
 
 
 
 
 
Basic
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

Diluted
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

The effect of 81,705,487, 80,660,822, 81,263,513 and 79,467,022 weighted average exchangeable NCM LLC common units held by the founding members for the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, respectively, have been excluded from the calculation of diluted weighted average shares and loss per NCM, Inc. share as they were anti-dilutive.  NCM LLC common units do not participate in dividends paid on NCM, Inc.’s common stock.  In addition, there were 1,969,086, 2,323,154, 2,125,728 and 2,493,613 stock options and non-vested (restricted) shares for the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, respectively, excluded from the calculation as they were anti-dilutive.  The Company’s non-vested (restricted) shares do not meet the definition of a participating security as the dividends will not be paid if the shares do not vest.
4.  INTANGIBLE ASSETS
Intangible assets consist of contractual rights to provide the Company’s services within the theaters of the founding members and network affiliates and are stated at cost, net of accumulated amortization.  The Company’s intangible assets with its founding members are recorded at fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued.  The NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock. In addition, the Company records intangible assets for up-front fees paid to network affiliates upon commencement of a network affiliate agreement. The Company’s intangible assets have a finite useful life and the Company amortizes the assets over the remaining useful life corresponding with the ESAs or the term of the network affiliate agreement.  
Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the founding members based on theater additions or dispositions during the previous year.  In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date.  
During the first quarter of 2019, NCM LLC issued 1,044,665 common membership units to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to NCM LLC’s network during the 2018 fiscal year and NCM LLC recorded a net intangible asset of $7.6 million during the first quarter of 2019 as a result of the Common Unit Adjustment.
During the first quarter of 2018, NCM LLC issued 2,821,710 (3,736,860 issued, net of 915,150 returned) common membership units to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to NCM LLC’s network during the 2017 fiscal year and NCM LLC recorded a net intangible asset of $15.9 million during the first quarter of 2018 as a result of the Common Unit Adjustment.
Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters ("encumbered theaters"), the founding members may elect to receive common membership units related to those encumbered theaters in connection with the Common Unit Adjustment.  If the founding members make this election, then they are required to make payments on a quarterly basis in

10

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Because the Carmike Cinemas, Inc. (“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to NCM LLC’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESA additionally entitles NCM LLC to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters. These payments are also accounted for as a reduction to the intangible asset. During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, the Company recorded a reduction to net intangible assets of $5.7 million, $5.6 million, $8.1 million and $7.8 million, respectively, related to integration and other encumbered theater payments. These payments received from AMC related to its acquisitions of theaters from Carmike and Rave Cinemas and from Cinemark related primarily to its acquisition of theaters from Rave Cinemas. During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, AMC and Cinemark paid a total of $2.5 million, $2.2 million, $10.6 million and $11.5 million, respectively, in integration and other encumbered theater payments (as payments are made one quarter and one month in arrears, respectively). If common membership units are issued to a founding member for newly acquired theaters that are subject to an existing on-screen advertising agreement with an alternative provider, the amortization of the intangible asset commences after the existing agreement expires and NCM LLC can utilize the theaters for all of its services.
5.  RELATED PARTY TRANSACTIONS
Founding Member Transactions—In connection with NCM, Inc.’s IPO, the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members which are outlined below. As AMC owns less than 5% of NCM LLC as of June 27, 2019, AMC is no longer a related party. AMC remains a party to the ESA, Common Unit Adjustment Agreement, Tax Receivable Agreement ("TRA") and certain other original agreements and is a member under the terms of the NCM LLC Operating Agreement, subject to fulfilling the requirements of Section 3.1 of the NCM LLC Operating Agreement. AMC will continue to participate in the annual Common Unit Adjustment and receive available cash distributions or allocation of earnings and losses in NCM LLC (as long as its ownership is greater than zero), TRA payments and theater access fees. Further, AMC will continue to pay beverage revenue, among other things. AMC's ownership percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC. AMC is considered a related party through the date its ownership fell below the 5% threshold (July 5, 2018) and related party transactions with AMC through this period are included within the disclosures below (specifically the first quarter and first six months of 2018).
The agreements with the founding members are as follows:
ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the digital content network (“DCN”) equipment required to deliver the on-screen advertising and other content included in the Noovie pre-show, use of the LEN and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the Noovie pre-show is sold to NCM LLC’s founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theaters, theater patrons, the network equipment required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the founding members receive a monthly theater access fee. These agreements are considered leases with related parties under ASC 842.
Common Unit Adjustment Agreement. The Common Unit Adjustment Agreement provides a mechanism for increasing or decreasing the membership units held by the founding members based on the acquisition or construction of new theaters or sale or closure of theaters that are operated by each founding member and included in NCM LLC’s network.
Tax Receivable Agreement. The TRA provides for the effective payment by NCM, Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets resulting from the IPO and related transactions.
Software License Agreement. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain proprietary software that existed at the time for

11

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and NCM LLC’s founding members, if any.
The following tables provide summaries of the transactions between the Company and the founding members (in millions):
 
Three Months Ended
 
Six Months Ended
Included in the unaudited Condensed Consolidated Statements of Income: (1)
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
Revenue:
 
 
 
 
 
 
 
Beverage concessionaire revenue (included in advertising revenue) (2)
$
6.5

 
$
8.6

 
$
11.8

 
$
16.6

Operating expenses:
 
 
 
 
 
 
 
Theater access fee (3)
14.5

 
21.5

 
27.4

 
42.1

Purchase of movie tickets and concession products and rental of theater space (included in selling and marketing costs) (4)
0.1

 
0.3

 
0.2

 
0.7

Non-operating expenses:
 
 
 
 
 
 
 
Interest income from notes receivable (included in interest
  income) (5)

 
0.1

 
0.1

 
0.2

________________________________________
(1)
AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures within the table above only include related party activity with AMC for the three and six months ended June 28, 2018.
(2)
For the three and six months ended June 27, 2019 and June 28, 2018, two of the founding members purchased 60 seconds of on-screen advertising time and one founding member purchased 30 seconds (with all three founding members having a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30 seconds equivalent CPM rate specified by the ESA.
(3)
Comprised of payments per theater attendee and payments per digital screen with respect to the founding member theaters included in the Company’s network, including payments for access to higher quality digital cinema equipment.
(4)
Used primarily for marketing to NCM LLC’s advertising clients.
(5)On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company (AC JV, LLC) owned 32% by each of the founding members and 4% by NCM LLC.  In consideration for the sale, NCM LLC received a total of $25.0 million in promissory notes from its founding members (one-third or approximately $8.3 million from each founding member).  The notes bear interest at a fixed rate of 5.0% per annum, compounded annually.  Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing.
 
As of
Included in the unaudited Condensed Consolidated Balance Sheets:
June 27,
2019
 
December 27,
2018
Purchase of movie tickets and concession products (included in prepaid expenses) (1)
$
0.1

 
$

Current portion of notes receivable - related parties (1) (2)
2.8

 
4.2

Interest receivable on notes receivable (included in other current assets) (1) (2)
0.1

 
0.1

Common unit adjustments, net of amortization and integration payments (included in intangible assets) (3)
644.8

 
657.6

Current payable to founding members under tax receivable agreement (1)(4)
11.1

 
11.2

Long-term payable to founding members under tax receivable agreement (1)(4)
133.7

 
141.1

_________________________________
(1)
AMC is no longer considered a related party as of July 5, 2018, as described further above. As such, the figures as of June 27, 2019 and December 27, 2018 do not include AMC. 
(2)
Refer to the discussion of notes receivable from the founding members above.
(3)
Refer to Note 4—Intangible Assets for further information on common unit adjustments and integration payments. This balance includes common unit adjustments issued to all of the founding members (including AMC) as the Company's intangible balance is considered one asset inclusive of all common unit adjustment activity.

12

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(4)
The Company paid Cinemark and Regal $3.5 million and $6.3 million, respectively, in payments pursuant to the TRA during 2019 which was for the 2018 tax year. The Company paid Cinemark and Regal $4.6 million and $8.4 million, respectively, in payments pursuant to the TRA during 2018 which was for the 2017 tax year.

Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the Company’s IPO, NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears.  Mandatory distributions of available cash for the three and six months ended June 27, 2019 and June 28, 2018 were as follows (in millions):
 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 28,
2018
 
June 27,
2019
 
June 28,
2018
AMC
$

 
$

 
$

 
$
2.2

Cinemark
7.5

 
8.3

 
10.5

 
11.3

Regal
7.9

 
8.6

 
11.0

 
11.8

Total founding members
15.4

 
16.9

 
21.5

 
25.3

NCM, Inc.
14.6

 
16.2

 
20.4

 
24.3

Total
$
30.0

 
$
33.1

 
$
41.9

 
$
49.6

The mandatory distributions of available cash by NCM LLC to Regal and Cinemark for the three months ended June 27, 2019 of $15.4 million is included in amounts due to founding members, net on the unaudited Condensed Consolidated Balance Sheets as of June 27, 2019 and will be made in the third quarter of 2019. AMC’s distribution for the three months ended June 28, 2018 was split equally between Cinemark and Regal because NCM LLC used a record date of July 6, 2018 (following the sale of AMC's membership units to Cinemark and Regal) to accommodate an agreement between AMC and Cinemark and AMC and Regal. These agreements entitled AMC to half of the second quarter of 2018 available cash distribution, or approximately $2.2 million, of which Cinemark and Regal each independently paid AMC approximately $1.1 million. The mandatory distributions to NCM, Inc. are eliminated in consolidation.
Amounts due to founding members, net as of June 27, 2019 were comprised of the following (in millions):
 
Cinemark
 
Regal
 
Total
Theater access fees, net of beverage revenues and other encumbered theater
   payments
$
1.2

 
$
1.6

 
$
2.8

Distributions payable to founding members
7.5

 
7.9

 
15.4

Integration payments due from founding members
(0.2
)
 

 
(0.2
)
Cost and other reimbursement
(0.1
)
 

 
(0.1
)
Total amounts due to founding members, net
$
8.4

 
$
9.5

 
$
17.9

Amounts due to founding members, net as of December 27, 2018 were comprised of the following (in millions):
 
Cinemark
 
Regal
 
Total
Theater access fees, net of beverage revenues and other encumbered theater
   payments
$
1.0

 
$
1.5

 
$
2.5

Distributions payable to founding members
13.7

 
14.2

 
27.9

Integration payments due from founding members
(0.4
)
 

 
(0.4
)
Total amounts due to founding members, net
$
14.3

 
$
15.7

 
$
30.0

The Amounts due from founding members, net balance as of June 27, 2019 and December 27, 2018 per the Condensed Consolidated Balance Sheets relates to payments due from AMC to NCM LLC. Given that AMC ceased being a related party as of July 5, 2018, the detail of that balance has not been included within the tables above.
As of June 28, 2018, AMC owned 1.0 million shares of NCM, Inc. common stock. During the three and six months ended June 28, 2018, AMC received cash dividends of approximately $0.1 million and $0.3 million, respectively, on its shares of NCM, Inc. common stock held at that time.

13

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

AC JV, LLC Transactions—In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% by each of the founding members and 4% by NCM LLC.  The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies.  Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $1.1 million and $0.9 million as of June 27, 2019 and December 27, 2018, respectively. During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, NCM LLC received cash distributions from AC JV, LLC of $0.1 million, $0.0 million, $0.1 million and $0.0 million, respectively. Equity in earnings from AC JV, LLC for the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, were $0.1 million, $0.1 million, $0.3 million and $0.1 million, respectively, and is included in non-operating expenses in the unaudited Condensed Consolidated Statements of Income. NCM LLC also received fees from AC JV, LLC of $0.0 million$0.1 million$0.0 million, and $0.1 million in the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, respectively, related to the transition services agreement with AC JV, LLC whereby the Company provides certain corporate overhead or creative services or use of facilities in exchange for a fee. These fees received by NCM LLC are included as an offset to network costs in the unaudited Condensed Consolidated Statements of Income.    
6.  BORROWINGS
The following table summarizes NCM LLC’s total outstanding debt as of June 27, 2019 and December 27, 2018 and the significant terms of its borrowing arrangements (in millions):
 
 
Outstanding Balance as of
 
 
 
 
Borrowings
 
June 27,
2019
 
December 27,
2018
 
Maturity
Date
 
Interest
Rate
Senior secured notes due 2022
 
$
400.0

 
$
400.0

 
April 15, 2022
 
6.000%
Revolving credit facility
 
27.0

 
27.0

 
June 20, 2023
 
(1)
Term loan
 
268.0

 
269.4

 
June 20, 2025
 
(1)
Senior unsecured notes due 2026
 
230.0

 
235.0

 
August 15, 2026
 
5.750%
Total borrowings
 
925.0

 
931.4

 
 
 
 
Less: debt issuance costs related to term loan and senior notes
 
(6.9
)
 
(7.8
)
 
 
 
 
Total borrowings, net
 
918.1

 
923.6

 
 
 
 
Less: current portion of debt
 
(2.7
)
 
(2.7
)
 
 
 
 
Carrying value of long-term debt
 
$
915.4

 
$
920.9

 
 
 
 
___________________________________________________
(1)
The interest rates on the revolving credit facility and term loan are described below.

Senior Secured Credit Facility—On June 20, 2018, NCM LLC entered into a credit agreement to replace NCM LLC's senior secured credit facility, dated as of February 13, 2007, as amended (the “previous facility”). Consistent with the structure of the previous facility, the agreement consists of a term loan facility and a revolving credit facility. As of June 27, 2019, NCM LLC’s senior secured credit facility consisted of a $175.0 million revolving credit facility and a $268.0 million term loan. The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of NCM LLC.
Revolving Credit Facility—The revolving credit facility portion of NCM LLC’s total borrowings is available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit.  As of June 27, 2019, NCM LLC’s total availability under the $175.0 million revolving credit facility was $143.2 million, net of $27.0 million outstanding and $4.8 million in letters of credit.  The unused line fee is 0.50% per annum which is consistent with the previous facility.  Borrowings under the revolving credit facility bear interest at NCM LLC’s option of either the LIBOR index plus an applicable margin ranging from 1.75% to 2.25% or the base rate plus an applicable margin ranging from 0.75% to 1.25%. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a

14

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

consolidated net senior secured leverage ratio for NCM LLC (the ratio of secured funded debt less unrestricted cash and cash equivalents of up to $100.0 million, divided by Adjusted EBITDA for debt purposes, defined as NCM LLC's net income before depreciation and amortization expense adjusted to also exclude non-cash share based compensation costs for NCM LLC plus integration payments received). The revolving credit facility will mature on June 20, 2023, which is contingent upon the refinancing of NCM LLC’s Notes due 2022 (defined below, see “Senior Secured Notes due 2022”) on or prior to October 30, 2021. If the Notes due 2022 are not refinanced on or prior to October 30, 2021, then the revolving credit facility will instead mature on December 30, 2021. The weighted-average interest rate on the revolving credit facility as of June 27, 2019 was 5.35%.
Term Loan—The interest rate on the term loan is a rate chosen at NCM LLC’s option of either the LIBOR index plus 3.00% or the base rate plus 2.00%. The interest rate on the term loan as of June 27, 2019 was 5.44%.  The term loan amortizes at a rate equal to 1.00% annually, to be paid in equal quarterly installments. As of June 27, 2019, NCM LLC has paid principal of $2.0 million, reducing the outstanding balance to $268.0 million. The term loan will mature on June 20, 2025 contingent upon the refinancing of the Notes due 2022 on or prior to October 30, 2021. If the Notes due 2022 are not refinanced on or prior to October 30, 2021, then the term loan will instead mature on December 30, 2021.
The senior secured credit facility contains a number of covenants and various financial ratio requirements, including, (i) a consolidated net total leverage ratio covenant of 6.25 times for each quarterly period and (ii) with respect to the revolving credit facility, maintaining a consolidated net senior secured leverage ratio of equal to or less than 4.50 times on a quarterly basis for each quarterly period in which a balance is outstanding on the revolving credit facility. In addition, NCM LLC is permitted to make quarterly dividend payments and other restricted payments with its available cash as long as NCM LLC’s consolidated net senior secured leverage ratio (after giving effect to any such payment) is below 5.50 times and no default or event of default has occurred and continues to occur under the senior secured credit facility. As of June 27, 2019, NCM LLC’s consolidated net senior secured leverage ratio was 3.14 times (versus the dividend payment restriction of 5.50 times and the covenant of 4.50 times) and NCM LLC's consolidated net total leverage ratio was 4.24 times (versus the covenant of 6.25 times).
Senior Secured Notes due 2022—On April 27, 2012, NCM LLC completed a private placement of $400.0 million in aggregate principal amount of 6.000% Senior Secured Notes (the “Notes due 2022”) for which the registered exchange offering was completed on November 26, 2012.  The Notes due 2022 pay interest semi-annually in arrears on April 15 and October 15 of each year, which commenced on October 15, 2012. The Notes due 2022 share in the same collateral that secures NCM LLC's obligations under the senior secured credit facility.
Senior Unsecured Notes due 2026—On August 19, 2016, NCM LLC completed a private placement of $250.0 million in aggregate principal amount of 5.750% Senior Unsecured Notes (the “Notes due 2026”) for which the registered exchange offering was completed on November 8, 2016.  The Notes due 2026 pay interest semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2017.  The Notes due 2026 were issued at 100% of the face amount thereof and are the senior unsecured obligations of NCM LLC. NCM LLC repurchased and canceled a total of $5.0 million and $15.0 million of the Notes due 2026 during 2019 and 2018, respectively, reducing the principal amount to $230.0 million as of June 27, 2019. These repurchases were treated as partial debt extinguishments and resulted in the realization of a non-operating gain, net of written off debt issuance costs, of $0.0 million, $0.0 million, $0.3 million and $0.0 million during the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, respectively.
7.  INCOME TAXES
Changes in the Company’s Effective Tax Rate—The Company’s effective tax rate decreased from 88.1% for the six months ended June 28, 2018 to 17.9% for the six months ended June 27, 2019 primarily due to a decrease in tax expense recorded for the change in the state effective tax rate. The decrease in income tax expense was primarily due to a decrease in deferred tax expense for the six months ended June 27, 2019, compared to the six months ended June 28, 2018 related to the Company's remeasurement of its deferred taxes as a result of a 2018 state tax law change. The Company's current blended state and federal rate is 24.5% as of June 27, 2019 as compared to 25.4% as of June 28, 2018.
8.  COMMITMENTS AND CONTINGENCIES
Legal Actions—The Company is subject to claims and legal actions in the ordinary course of business.  The Company believes such claims will not have a material effect individually and in the aggregate on its financial position, results of operations or cash flows.

15

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Operating Commitments - Facilities - The Company has entered into operating lease agreements for its corporate headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $21.2 million and short-term and long-term lease liabilities of $1.3 million and $23.9 million, respectively, on the balance sheet as of June 27, 2019 for all material leases with terms longer than twelve months. These balances are included within 'Other assets', 'Other current liabilities' and 'Other liabilities', respectively, on the unaudited Condensed Consolidated Balance Sheets. The Company has options on certain of these facilities to extend the lease or to terminate part or all of the leased space prior to the lease end date. Certain termination fees would be due upon exercise of the early termination options as outlined within the underlying agreements. None of these options were considered reasonably certain of exercise and thus have not been recognized as part of the ROU assets and lease liabilities. As of June 27, 2019, the Company had a weighted average remaining lease term of 10.8 years on these leases.
The Company has also entered into certain short-term leases with a term of less than one year. These leases are not included within the Company’s ROU assets or lease liabilities due to the Company’s election of the practical expedient in ASC 842-20-25-2 for short-term leases.
During the three and six months ended June 27, 2019, the Company recognized the following components of total lease cost (in millions). These costs are presented within selling and marketing costs and administrative and other costs within the unaudited Condensed Consolidated Statements of Income depending upon the nature of the use of the facility.
 
Three Months Ended
 
Six Months Ended
 
June 27,
2019
 
June 27,
2019
Operating lease cost
$
0.8

 
$
1.6

Short-term lease cost

 
0.1

Variable lease cost
0.2

 
0.3

Total lease cost
$
1.0

 
$
2.0

The Company made total lease payments of $0.8 million and $1.6 million during the three and six months ended June 27, 2019. These payments are included within cash flows from operating activities within the unaudited Condensed Consolidated Statement of Cash Flows. The minimum lease payments under noncancelable operating leases as of December 27, 2018 were as follows (in millions).
Year
 
Minimum Lease Payments
2019
 
$
3.5

2020
 
3.3

2021
 
3.4

2022
 
3.4

2023
 
3.4

Thereafter
 
22.1

Total
 
$
39.1


16

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The future lease payments under noncancelable operating leases as of June 27, 2019 were as follows (in millions).
Year
 
Future Lease Payments
2019 (June 28, 2019 - December 26, 2019)
 
$
1.7

2020
 
3.3

2021
 
3.3

2022
 
3.4

2023
 
3.4

2024
 
3.5

Thereafter
 
18.7

Total
 
37.3

Less: Imputed interest on future lease payments
 
(12.1
)
Total lease liability as of June 27, 2019 per the Condensed Consolidated Balance Sheet
 
$
25.2

When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company used the rate of interest that it would have paid to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. As of June 27, 2019, the Company’s weighted average annual discount rate was 7.43%.
Operating Commitments - ESAs and Affiliate Agreements - The Company has entered into long-term ESAs with the founding members and multi-year agreements with certain network affiliates, or third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognizes intangible assets upon issuance of membership units to the founding members in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 4 - Intangible Assets. These ESA and network affiliate agreements are considered leases under ASC 842 once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets was necessary. However, the amortization of these intangible assets is considered lease expense and was therefore, reclassified in the current period from 'Depreciation and amortization expense' to 'Amortization of intangibles recorded for network theater screen leases' within the unaudited Condensed Consolidated Statement of Income.
In consideration for NCM LLC’s access to the founding members’ theater attendees for on-screen advertising and use of lobbies and other space within the founding members’ theaters for the LEN and lobby promotions, the founding members receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron, a fixed payment per digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater patron increases by 8% every five years, with this next increase occurring in fiscal year 2022, and the payment per digital screen and for digital cinema equipment increases annually by 5%. The theater access fee paid in the aggregate to all founding members cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment.  As of June 27, 2019 and December 27, 2018, the Company had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum.
The network affiliates compensation is considered variable lease expense and varies by circuit depending upon the agreed upon terms of the network affiliate agreement. The majority of agreements are centered around a revenue share where an agreed upon percentage of the advertising revenue received from a theater’s attendance is paid to the circuit. As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its guaranteed amount.  As of June 27, 2019, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $90.1 million over the remaining terms of the network affiliate agreements. These minimum guarantees relate to various affiliate agreements ranging in term from one to twenty years,

17

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

prior to any renewal periods of which some are at the option of the Company. Additionally, the Company accrued $0.7 million and $0.1 million related to affiliate agreements with guaranteed minimums in excess of the revenue share agreement as of June 27, 2019 and December 27, 2018, respectively.

9.  FAIR VALUE MEASUREMENTS
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Non-Recurring Measurements—Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, other investments, notes receivable and borrowings.
Long-Lived Assets, Intangible Assets, Other Investments and Notes Receivable—The Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost or equity method and notes receivable for impairment whenever certain qualitative factors, events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.  
Other investments consisted of the following (in millions):
 
As of
 
June 27,
2019
 
December 27,
2018
Investment in AC JV, LLC (1)
$
1.1

 
$
0.9

Other investments (2)
2.1

 
2.1

Total
$
3.2

 
$
3.0

 
_______________________________________
(1)
Refer to Note 5—Related Party Transactions. This investment is accounted for utilizing the equity method.
(2)
The Company received equity securities in privately held companies as consideration for a portion of advertising contracts. The equity securities are accounted for at adjusted cost in accordance with the practicability exception under Accounting Standards Update 2016-1, Recognition and Measurement of Financial Assets and Financial Liabilities, and represent an ownership of less than 20%. The Company does not exert significant influence on these companies’ operating or financial activities.
During the three months ended June 27, 2019 and June 28, 2018 and the six months ended June 27, 2019 and June 28, 2018, the Company recorded impairment charges of $0.0 million, $0.0 million, $0.0 million and $0.4 million, respectively, on certain of its investments due to a significant deterioration in the business prospects of the investee or new information regarding the fair value of the investee, which brought the total remaining value of the respective impaired investments to $0.0 million as of June 27, 2019 and June 28, 2018. As of June 27, 2019, no other observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The investment in AC JV, LLC was initially valued using comparative market multiples. The other investments were recorded based upon the fair value of the services provided in exchange for the investment. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy.

18

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As of June 27, 2019 and December 27, 2018, the Company had notes receivable totaling $4.2 million and $5.6 million, respectively, from its founding members related to the sale of Fathom Events, as described in Note 5—Related Party Transactions. These notes were initially valued using comparative market multiples.  There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable.  The notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs.
Borrowings—The carrying amount of the revolving credit facility is considered a reasonable estimate of fair value due to its floating-rate terms. The estimated fair values of the Company’s financial instruments where carrying values do not approximate fair value were as follows (in millions):
 
As of June 27,
2019
 
As of December 27,
2018
 
Carrying Value
 
Fair Value (1)
 
Carrying Value
 
Fair Value (1)
Term loan
$
268.0

 
$
267.3

 
$
269.4

 
$
261.2

Notes due 2022
400.0

 
405.0

 
400.0

 
401.8

Notes due 2026
230.0

 
218.5

 
235.0

 
211.0

 
____________________________________________
(1)
If the Company were to measure the borrowings in the above table at fair value on the balance sheet they would be classified as Level 2 based upon the inputs utilized.
Recurring Measurements—The fair values of the Company’s assets and liabilities measured on a recurring basis pursuant to ASC 820-10, Fair Value Measurements and Disclosures are as follows (in millions):
 
 
 
Fair Value Measurements at Reporting Date Using
 
Fair Value as of June 27,
2019
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
ASSETS:
 
 
 
 
 
 
 
Cash equivalents (1)
$
34.3

 
$
16.3

 
$
18.0

 
$

Short-term marketable securities (2)
11.2

 

 
11.2

 

Long-term marketable securities (2)
7.7

 

 
7.7

 

Total assets
$
53.2

 
$
16.3

 
$
36.9

 
$

 
 
 
Fair Value Measurements at Reporting Date Using
 
Fair Value as of December 27,
2018
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
ASSETS:
 
 
 
 
 
 
 
Cash equivalents (1)
$
18.2

 
$
11.2

 
$
7.0

 
$

Short-term marketable securities (2)
24.0

 

 
24.0

 

Long-term marketable securities (2)
10.2

 

 
10.2

 

Total assets
$
52.4

 
$
11.2

 
$
41.2

 
$

___________________________________________
(1)
Cash Equivalents—The Company’s cash equivalents are carried at estimated fair value.  Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts and commercial paper with original maturities of three months or less, which are classified as Level 2 and are valued as described below.
(2)
Short-Term and Long-Term Marketable Securities—The carrying amount and fair value of the marketable securities are equivalent since the Company accounts for these instruments at fair value. The Company’s government agency bonds, commercial paper and certificates of deposit are valued using third party broker quotes. The value of the Company’s government agency bonds is derived from quoted market information. The inputs in the valuation are classified as Level 1 if there is an active market for these securities; however, if an active market does not exist, the

19

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

inputs are recorded at a lower level in the fair value hierarchy. The value of commercial paper and certificates of deposit is derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such are generally classified as Level 2 in the fair value hierarchy. For the three and six months ended June 27, 2019 and June 28, 2018, there was an inconsequential amount of net realized gains (losses) recognized in interest income and an inconsequential amount of net unrealized holding gains (losses) included in interest income.  Original cost of short-term marketable securities is based on the specific identification method. As of June 27, 2019 and December 27, 2018, there was an inconsequential amount and $0.2 million, respectively, of gross unrealized losses related to individual securities of $9.9 million and $11.8 million, respectively, that had been in a continuous loss position for 12 months or longer. The Company has not recorded an impairment because it has the intention and ability to hold these securities to maturity.
The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held as of June 27, 2019 and December 27, 2018 were as follows:
 
As of June 27, 2019
 
Amortized Cost
Basis
(in millions)
 
Aggregate Fair
Value
(in millions)
 
Maturities (1)
(in years)
MARKETABLE SECURITIES:
 
 
 
 
 
Short-term U.S. government treasury bonds
$
0.3

 
$
0.2

 
0.1
Short-term U.S. government agency bonds
5.5

 
5.5

 
0.5
Short-term commercial paper:
 
 
 
 
 
Utility
2.0

 
2.0

 
0.1
Short-term municipal bonds
0.9

 
0.9

 
0.9
Short-term certificates of deposit
2.6

 
2.6

 
0.3
Total short-term marketable securities
11.3

 
11.2

 

 
 
 
 
 
 
Long-term municipal bonds
0.3

 
0.3

 
1.2
Long-term U.S. government agency bonds
4.8

 
4.8

 
2.5
Long-term certificates of deposit
2.6

 
2.6

 
2.6
Total long-term marketable securities
7.7

 
7.7

 
 
Total marketable securities
$
19.0

 
$
18.9

 
 
 
As of December 27, 2018
 
Amortized Cost
Basis
(in millions)
 
Aggregate Fair
Value
(in millions)
 
Maturities (1)
(in years)
MARKETABLE SECURITIES:
 
 
 
 
 
Short-term U.S. government agency bonds
$
3.9

 
$
3.9

 
0.5
Short-term U.S. government treasury bonds
0.3

 
0.3

 
0.5
Short-term certificates of deposit
3.6

 
3.6

 
0.6
Short-term municipal bonds
0.5

 
0.5

 
0.1
Short-term commercial paper:
 
 
 
 
 
Financial
3.8

 
3.8

 
0.1
Industrial
12.0

 
11.9

 
0.1
Total short-term marketable securities
24.1

 
24.0

 
 
 
 
 
 
 
 
Long-term municipal bonds
1.2

 
1.3

 
1.5
Long-term U.S. government agency bonds
6.9

 
6.8

 
2.1
Long-term certificates of deposit
2.4

 
2.1

 
2.9
Total long-term marketable securities
10.5

 
10.2

 
 
Total marketable securities
$
34.6

 
$
34.2

 
 

20

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

___________________________________
(1)
Maturities—Securities available for sale include obligations with various contractual maturity dates some of which are greater than one year. The Company considers the securities to be liquid and convertible to cash within 30 days.
10.  SUBSEQUENT EVENTS
The Company appointed Thomas F. Lesinski as Chief Executive Officer ("CEO") of the Company effective as of August 2, 2019. In connection with his appointment as CEO, Mr. Lesinski resigned from the Company's Board of Directors as Chairman, member of the Audit Committee and as the independent director designated by Cinemark. The Board of Directors subsequently appointed Mr. Lesinski as a member of the Board of Directors in his role as CEO. The Board of Directors also appointed Mark B. Segall to serve as Chairman of the Board of Directors.
On August 5, 2019, the Company declared a cash dividend of $0.17 per share (approximately $13.1 million) on each share of the Company’s common stock (not including outstanding restricted stock which will accrue dividends until the shares vest) to stockholders of record on August 15, 2019 to be paid on August 30, 2019.
    


21


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
Some of the information in this Quarterly Report on Form 10-Q 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 (the “Exchange Act”), as amended.  All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements.  In some cases, you can identify these “forward-looking statements” by the specific words, including but not limited to “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words.  These forward-looking statements involve risks and uncertainties.  Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading “Risk Factors” contained below and in our annual report on Form 10-K for the Company’s fiscal year ended December 27, 2018. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. The following discussion and analysis should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herein and the audited financial statements and other disclosure included in our annual report on Form 10-K for the Company’s fiscal year ended December 27, 2018. In the following discussion and analysis, the term net income refers to net income attributable to NCM, Inc.
Overview
We are America's Movie Network. As the #1 weekend network for Millennials (age 18-34) in the U.S., we are the connector between brands and movie audiences. We currently derive revenue principally from the sale of advertising to national, regional and local businesses in Noovie, our cinema advertising and entertainment pre-show seen on movie screens across the U.S. We also sell advertising on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, we sell online and mobile advertising through our Cinema Accelerator and our other digital gaming products including Noovie ARcade, Fantasy Movie League and Noovie Shuffle which can be played on the mobile apps or at Noovie.com. As of June 27, 2019, over 3.0 million movie goers have downloaded our mobile apps. We have long-term ESAs (approximately 18 years remaining as of June 27, 2019) with the founding members and multi-year agreements with our network affiliates, which expire at various dates between September 2019 and July 2031. The weighted average remaining term (based on attendance) of the ESAs and the network affiliate agreements is 15.5 years as of June 27, 2019. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie pre-show and LEN programming are distributed predominantly via satellite through our proprietary DCN. Approximately 98% of the aggregate founding member and network affiliate theater attendance is generated by theaters connected to our DCN (the remaining screens receive advertisements on USB drives) and 100% of the Noovie pre-show is projected on digital projectors (95% digital cinema projectors and 5% LCD projectors) as of June 27, 2019.
Management focuses on several measurements that we believe provide us with the necessary ratios and key performance indicators to manage our business, determine how we are performing versus our internal goals and targets, and against the performance of our competitors and other benchmarks in the marketplace in which we operate. Senior executives hold meetings at least once per quarter with members of management to discuss and analyze operating results and address significant variances to budget and prior year in an effort to identify trends and changes in our business. We focus on operating metrics including changes in revenue, Adjusted OIBDA and Adjusted OIBDA margin, as defined and discussed below, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, national and regional advertising pricing (CPM), local advertising rate per screen per week, national and local and regional and total advertising revenue per attendee.  We also monitor free cash flow, the dividend coverage ratio, financial leverage ratio (net debt divided by Adjusted OIBDA plus integration payments and other encumbered theater payments), cash balances and revolving credit facility availability to ensure financial debt covenant compliance and that there is adequate cash availability to fund our working capital needs and debt obligations and current and future dividends declared by our Board of Directors. Financial results, including the metrics outlined above, are presented to the Board of Directors on a monthly basis.
Our operating results may be affected by a variety of internal and external factors and trends described more fully in the section entitled “Risk Factors” below and in our Form 10-K filed with the SEC on February 22, 2019 for our fiscal year ended December 27, 2018.
Summary Historical and Operating Data

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You should read this information with the other information contained in this document, and our unaudited historical financial statements and the notes thereto included elsewhere in this document.
Our Operating Data—The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data):
 
 
 
 
 
 
 
% Change
 
Q2 2019
 
Q2 2018
 
YTD 2019
 
YTD 2018
 
Q2 2019 to Q2 2018
 
YTD 2019 to YTD 2018
Revenue
$
110.2

 
$
113.7

 
$
187.1

 
$
193.9

 
(3.1
)%
 
(3.5
)%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Advertising
47.3

 
46.6

 
86.5

 
89.2

 
1.5
 %
 
(3.0
)%
Network, administrative and unallocated costs
25.2

 
26.9

 
52.0

 
53.5

 
(6.3
)%
 
(2.8
)%
Total operating expenses
72.5

 
73.5

 
138.5

 
142.7

 
(1.4
)%
 
(2.9
)%
Operating income
37.7

 
40.2

 
48.6

 
51.2

 
(6.2
)%
 
(5.1
)%
Non-operating expenses
14.4

 
7.2

 
28.5

 
20.6

 
100.0
 %
 
38.3
 %
Income tax expense
2.3

 
16.0

 
1.7

 
17.0

 
(85.6
)%
 
(90.0
)%
Net income attributable to noncontrolling interests
12.1

 
12.8

 
10.6

 
11.3

 
(5.5
)%
 
(6.2
)%
Net income attributable to NCM, Inc.
$
8.9

 
$
4.2

 
$
7.8

 
$
2.3

 
111.9
 %
 
NM

 
 
 
 
 
 
 
 
 
 
 
 
Net income per NCM, Inc. basic share
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

 
120.0
 %
 
NM

Net income per NCM, Inc. diluted share
$
0.11

 
$
0.05

 
$
0.10

 
$
0.03

 
120.0
 %
 
NM

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted OIBDA
$
50.2

 
$
52.3

 
$
72.3

 
$
75.6

 
(4.0
)%
 
(4.4
)%
Adjusted OIBDA margin
45.6
%
 
46.0
%
 
38.6
%
 
39.0
%
 
(0.4
)%
 
(0.4
)%
Total theater attendance (in millions) (1)
185.3

 
194.1

 
334.0

 
371.1

 
(4.5
)%
 
(10.0
)%
_________________________
NM = Not Meaningful
(1)
Represents the total attendance within our advertising network, excluding screens and attendance associated with certain AMC Carmike, AMC Rave and Cinemark Rave theaters that are currently part of another cinema advertising network for all periods presented. Refer to Note 4 to the unaudited Condensed Consolidated Financial Statements included elsewhere in this document.
Non-GAAP Financial Measures
Adjusted Operating Income Before Depreciation and Amortization (“Adjusted OIBDA”) and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States.  Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation costs and Chief Executive Officer transition costs. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue.  Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on the Company's operating performance and so highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, amortization of intangibles recorded for network theater screen leases, non-cash share based compensation programs, CEO turnover, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s amortization of intangibles recorded for network theater screen leases, share based payment costs or costs associated with the resignation of the Company’s former Chief Executive Officer. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as an indicator of operating performance, nor should it be considered in isolation of, or as a substitute for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly

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comparable GAAP financial measure to Adjusted OIBDA. Because not all companies use identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies, or calculations in the Company’s debt agreement.
The following table reconciles operating income to Adjusted OIBDA for the periods presented (dollars in millions):
 
Q2 2019
 
Q2 2018
 
YTD 2019
 
YTD 2018
Operating income
$
37.7

 
$
40.2

 
$
48.6

 
$
51.2

Depreciation expense
3.3

 
3.0

 
6.6

 
5.9

Amortization expense (1)

 
7.0

 

 
13.6

Amortization of intangibles recorded for network theater screen leases (1)
7.0

 

 
13.9

 

Share-based compensation costs (2)
2.1

 
2.1

 
2.9

 
4.9

CEO transition costs
0.1

 

 
0.3

 

Adjusted OIBDA