National CineMedia, Inc.
National CineMedia, Inc. (Form: 10-Q, Received: 05/06/2014 06:08:57)
Table of Contents

 

 

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 March 27, 2014

Commission file number: 001-33296

 

 

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.)

 

9110 East Nichols Avenue, Suite 200

Centennial, Colorado

  80112-3405
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 792-3600

 

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

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

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

As of April 29, 2014, 60,837,273 shares of the registrant’s common stock (including unvested restricted shares), par value of $0.01 per share, were outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
   PART I   

Item 1.

   Financial Statements   
  

Unaudited Condensed Consolidated Balance Sheets

     2   
  

Unaudited Condensed Consolidated Statements of Income

     4   
  

Unaudited Condensed Consolidated Statements of Comprehensive Income

     5   
  

Unaudited Condensed Consolidated Statements of Cash Flows

     6   
  

Unaudited Condensed Consolidated Statement of Equity/(Deficit)

     8   
  

Notes to Unaudited Condensed Consolidated Financial Statements

     9   

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      24   

Item 3.

   Quantitative and Qualitative Disclosures about Market Risk      33   

Item 4.

   Controls and Procedures      33   
   PART II   

Item 1.

   Legal Proceedings      33   

Item 1A.

   Risk Factors      34   

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      35   

Item 3.

   Defaults Upon Senior Securities      35   

Item 4.

   Mine Safety Disclosures      35   

Item 5.

   Other Information      35   

Item 6.

   Exhibits      36   

Signatures

        37   


Table of Contents

PART I

Item 1. Financial Statements

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

(UNAUDITED)

 

     March 27,
2014
    December 26,
2013
 

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 16.6      $ 54.7   

Short-term marketable securities

     51.4        71.3   

Receivables, net of allowance of $5.4 and $5.7, respectively

     85.4        120.4   

Prepaid expenses (including $0.2 and $0.0 to founding members, respectively)

     4.9        3.1   

Deferred tax assets

     2.7        4.2   

Income tax receivable

     8.8        7.6   

Current portion of notes receivable—founding members

     4.2        4.2   

Other current assets—related parties

     0.9        —     
  

 

 

   

 

 

 

Total current assets

     174.9        265.5   

NON-CURRENT ASSETS:

    

Property and equipment, net of accumulated depreciation of $70.9 and $69.5, respectively

     24.9        25.6   

Intangible assets, net of accumulated amortization of $53.4 and $48.7, respectively

     503.7        492.0   

Deferred tax assets

     244.9        244.2   

Debt issuance costs, net of accumulated amortization of $15.7 and $15.0, respectively

     17.0        17.7   

Long-term notes receivable, net of current portion—founding members

     20.8        20.8   

Other investments—related parties

     1.1        1.1   

Long-term marketable securities

     10.8        —     

Other assets

     0.3        0.4   
  

 

 

   

 

 

 

Total non-current assets

     823.5        801.8   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 998.4      $ 1,067.3   
  

 

 

   

 

 

 

LIABILITIES AND EQUITY/(DEFICIT)

    

CURRENT LIABILITIES:

    

Amounts due to founding members

   $ 8.6      $ 30.1   

Payable to founding members under tax receivable agreement

     9.8        28.6   

Accrued expenses

     20.4        19.7   

Accrued payroll and related expenses

     5.9        13.9   

Accounts payable (including $0.7 and $0.8 to related party affiliates, respectively)

     9.8        20.5   

Deferred revenue

     6.3        4.7   

Deferred tax liability

     0.2        —     

Current portion of long-term debt

     14.0        14.0   
  

 

 

   

 

 

 

Total current liabilities

     75.0        131.5   
  

 

 

   

 

 

 

NON-CURRENT LIABILITIES:

    

Long-term debt

     893.0        876.0   

Deferred tax liability

     61.1        61.9   

Payable to founding members under tax receivable agreement

     148.5        144.0   
  

 

 

   

 

 

 

Total non-current liabilities

     1,102.6        1,081.9   
  

 

 

   

 

 

 

Total liabilities

     1,177.6        1,213.4   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES (NOTE 6)

    

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, 58,716,346 and 58,519,137 issued and outstanding, respectively

     0.6        0.6   

Additional paid in capital (deficit)

     (265.7     (271.7

Retained earnings (distributions in excess of earnings)

     (124.5     (80.0

Accumulated other comprehensive loss

     (2.5     (3.2
  

 

 

   

 

 

 

Total NCM, Inc. stockholders’ equity/(deficit)

     (392.1     (354.3

Noncontrolling interests

     212.9        208.2   
  

 

 

   

 

 

 

Total equity/(deficit)

     (179.2     (146.1
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 998.4      $ 1,067.3   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME(LOSS)

(In millions, except share and per share data)

(UNAUDITED)

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

REVENUE:

    

Advertising (including revenue from founding members of $9.5 and 8.9, respectively)

   $ 70.2      $ 73.7   

Fathom Events

     —          8.5   
  

 

 

   

 

 

 

Total

     70.2        82.2   
  

 

 

   

 

 

 

OPERATING EXPENSES:

    

Advertising operating costs (including $0.5 and $0.6 to related parties, respectively)

     5.0        5.7   

Fathom Events operating costs (including $0.0 and $0.9 to founding members, respectively)

     —          5.8   

Network costs

     4.6        5.0   

Theatre access fees—founding members

     17.4        15.6   

Selling and marketing costs (including $0.2 and $0.2 to founding members, respectively)

     15.0        15.4   

Administrative and other costs

     7.6        7.7   

Depreciation and amortization

     7.8        5.4   
  

 

 

   

 

 

 

Total

     57.4        60.6   
  

 

 

   

 

 

 

OPERATING INCOME

     12.8        21.6   
  

 

 

   

 

 

 

NON-OPERATING EXPENSES:

    

Interest on borrowings

     13.1        13.3   

Interest income (including $0.3 and $0.0 from founding members, respectively)

     (0.4     (0.1

Accretion of interest on the discounted payable to founding members under tax receivable agreement

     3.8        3.4   

Amortization of terminated derivatives

     2.5        2.5   

Other non-operating expense

     0.1        —     
  

 

 

   

 

 

 

Total

     19.1        19.1   
  

 

 

   

 

 

 

(LOSS) INCOME BEFORE INCOME TAXES

     (6.3     2.5   

Income tax (benefit) expense

     (1.7     0.6   
  

 

 

   

 

 

 

CONSOLIDATED NET (LOSS) INCOME

     (4.6     1.9   

Less: Net (loss) income attributable to noncontrolling interests

     (1.5     2.9   
  

 

 

   

 

 

 

NET LOSS ATTRIBUTABLE TO NCM, INC.

   $ (3.1   $ (1.0
  

 

 

   

 

 

 

NET LOSS PER NCM, INC. COMMON SHARE:

    

Basic

   $ (0.05   $ (0.02

Diluted

   $ (0.05   $ (0.02

WEIGHTED AVERAGE SHARES OUTSTANDING:

    

Basic

     58,618,800        54,611,614   

Diluted

     58,618,800        54,611,614   

Dividends declared per common share

   $ 0.72      $ 0.22   

See accompanying notes to condensed consolidated financial statements.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(UNAUDITED)

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

CONSOLIDATED NET (LOSS) INCOME, NET OF TAX

   $ (4.6   $ 1.9   

OTHER COMPREHENSIVE INCOME, NET OF TAX:

    

Amortization of terminated derivatives, net of tax of $0.4 and $0.4, respectively

     2.1        2.1   
  

 

 

   

 

 

 

CONSOLIDATED COMPREHENSIVE (LOSS) INCOME

     (2.5     4.0   
  

 

 

   

 

 

 

Less: Comprehensive (loss) income attributable to noncontrolling interests

     (0.1     4.3   
  

 

 

   

 

 

 

COMPREHENSIVE LOSS ATTRIBUTABLE TO NCM, INC.

   $ (2.4   $ (0.3
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(UNAUDITED)

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Consolidated net (loss) income

   $ (4.6   $ 1.9   

Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:

    

Deferred income tax expense

     6.2        5.4   

Depreciation and amortization

     7.8        5.4   

Non-cash share-based compensation

     2.0        2.1   

Excess tax benefit from share-based compensation

     0.2        —     

Accretion of interest on the discounted payable to founding members under tax receivable agreement

     3.8        3.4   

Amortization of terminated derivatives

     2.5        2.5   

Amortization of debt issuance costs

     0.7        0.6   

Changes in operating assets and liabilities:

    

Receivables, net

     35.0        34.9   

Accounts payable and accrued expenses

     (17.0     (9.2

Amounts due to founding members

     2.7        1.3   

Payment to founding members under tax receivable agreement

     (25.1     (10.1

Income taxes and other

     (2.3     (9.6
  

 

 

   

 

 

 

Net cash provided by operating activities

     11.9        28.6   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (2.1     (2.7

Purchases of marketable securities

     (37.3     (16.8

Proceeds from sale and maturities of marketable securities

     46.5        26.1   

Purchases of intangible assets from affiliate circuits

     (0.5     (0.5
  

 

 

   

 

 

 

Net cash provided by investing activities

     6.6        6.1   
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Payment of dividends

     (42.3     (12.1

Proceeds from borrowings

     49.0        18.0   

Repayments of borrowings

     (32.0     (18.0

Founding member integration payments

     0.7        —     

Distributions to founding members

     (31.0     (20.9

Excess tax benefit from share-based compensation

     (0.2     —     

Proceeds from stock option exercises

     0.5        1.4   

Repurchase of stock for restricted stock tax withholding

     (1.3     (1.7
  

 

 

   

 

 

 

Net cash used in financing activities

     (56.6     (33.3
  

 

 

   

 

 

 

CHANGE IN CASH AND CASH EQUIVALENTS

     (38.1     1.4   

Cash and cash equivalents at beginning of period

     54.7        72.4   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 16.6      $ 73.8   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In millions)

(UNAUDITED)

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

Supplemental disclosure of non-cash financing and investing activity:

    

Purchase of an intangible asset with NCM LLC equity

   $ 16.4      $ 69.0   

Accrued distributions to founding members

   $ 6.2      $ 8.0   

(Decrease) increase in dividends not requiring cash in the period

   $ (0.9   $ 0.4   

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 10.2      $ 11.2   

Refunds for income taxes, net of payments

   $ (7.0   $ —     

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY/(DEFICIT)

(In millions, except share data)

(UNAUDITED)

 

           NCM, Inc.        
                               Retained              
                         Additional     Earnings     Accumulated        
           Common Stock      Paid in     (Distribution     Other        
     Consolidated     Shares
issued
     Amount      Capital
(Deficit)
    in Excess of
Earnings)
    Comprehensive
Loss
    Noncontrolling
Interest
 

Balance—December 26, 2013

   $ (146.1     58,519,137       $ 0.6       $ (271.7   $ (80.0   $ (3.2   $ 208.2   

Distributions to founding members

     (6.2     —           —           —          —          —          (6.2

NCM LLC equity returned for purchase of intangible asset

     16.4        —           —           7.5        —          —          8.9   

Income tax and other impacts of NCM LLC ownership changes

     (0.7     —           —           (2.2     —          —          1.5   

Comprehensive income, net of tax

     (2.5     —           —           —          (3.1     0.7        (0.1

Share-based compensation issued

     (0.9     197,209         —           (0.9     —          —          —     

Share-based compensation expense/capitalized

     2.0        —           —           1.4        —          —          0.6   

Excess tax benefit from share-based compensation

     0.2        —           —           0.2        —          —          —     

Cash dividends declared $0.72 per share

     (41.4     —           —           —          (41.4     —          —     
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance—March 27, 2014

   $ (179.2     58,716,346       $ 0.6       $ (265.7   $ (124.5   $ (2.5   $ 212.9   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance—December 27, 2012

   $ (356.4     54,486,346       $ 0.5       $ (362.4   $ (70.5   $ (6.7   $ 82.7   

Distributions to founding members

     (8.0     —           —           —          —          —          (8.0

NCM LLC equity returned for purchase of intangible asset

     69.0        —           —           32.4        —          —          36.6   

Income tax and other impacts of NCM LLC ownership changes

     (6.8     —           —           (10.1     —          —          3.3   

Comprehensive income, net of tax

     4.0        —           —           —          (1.0     0.7        4.3   

Share-based compensation issued

     (0.3     374,804         —           (0.3     —          —          —     

Share-based compensation expense/capitalized

     2.1        —           —           1.4        —          —          0.7   

Cash dividends declared $0.22 per share

     (12.4     —           —           —          (12.4     —          —     
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance—March 28, 2013

   $ (308.8     54,861,063       $ 0.5       $ (339.0   $ (83.9   $ (6.0   $ 119.6   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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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”), an LLC owned by NCM, Inc., American Multi-Cinema, Inc. and AMC ShowPlace Theatres, Inc. (“AMC”), wholly owned subsidiaries of AMC Entertainment, Inc. (“AMCE”), Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC, wholly owned subsidiaries of Regal Entertainment Group (“Regal”) and Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. The Company operates the largest digital in-theatre network in North America, allowing NCM to sell advertising (the “Services”) under long-term exhibitor services agreements (“ESAs”) with AMC, Regal and Cinemark. AMC, Regal and Cinemark and their affiliates are referred to in this document as “founding members.” NCM LLC also provides the Services to certain third-party theatre circuits under network affiliate agreements referred to in this document as “network affiliates”, which expire at various dates.

As of March 27, 2014, NCM LLC had 128,259,925 common membership units outstanding, of which 58,716,346 (45.8%) were owned by NCM, Inc., 25,792,942 (20.1%) were owned by Regal, 24,556,136 (19.1%) were owned by Cinemark and 19,194,501 (15.0%) 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.

On December 26, 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company owned 32% by each of the founding members and 4% by NCM LLC, as described further in Note 4— Related Party Transactions .

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”). 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 26, 2013 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 26, 2013.

In the opinion of management, all adjustments (which include only normal recurring 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 4— 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.

Estimates —The preparation of 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 26, 2013 contain a complete discussion of the Company’s significant accounting policies.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Segment Reporting —Advertising is the principal business activity of the Company and is the Company’s reportable segment under the requirements of ASC 280, Segment Reporting (“ASC 280”). Until its sale, Fathom Events was an operating segment under ASC 280, but did not meet the annual quantitative thresholds for segment reporting. The Company does not evaluate its segments on a fully allocated cost basis, nor does the Company track segment assets separately. Therefore, the measure of segment operating income net of direct expenses presented herein is not prepared on the same basis as operating income in the unaudited condensed consolidated statements of income and the results are not indicative of what segment results of operations would have been had it been operated on a fully allocated cost basis. The Company cautions that it would be inappropriate to assume that unallocated operating costs are incurred proportional to segment revenue or any directly identifiable segment expenses. Refer to Note 9— Segment Reporting .

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 is reduced by dealing with large, national advertising agencies who have strong reputations in the advertising industry and clients with stable financial positions. As of March 27, 2014 and December 26, 2013, 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 months ended March 27, 2014, revenue related to NCM LLC’s founding members’ beverage supplier accounted for 13.3% of total revenue. During the three months ended March 28, 2013, there were no customers that accounted for more than 10% of revenue.

Share-Based Compensation —The Company has issued stock options, restricted stock and restricted stock units. In 2014 and 2013, the Company did not grant stock options. Restricted stock and restricted stock units granted prior to 2013 vest upon the achievement of Company performance measures and service conditions. In 2013, the Company granted restricted stock and restricted stock units that vest upon the achievement of Company performance measures and service conditions, or only service conditions. In 2014, restricted stock grants for Company officers vest upon the achievement of Company performance measures and service conditions, or only service conditions, while non-officers 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 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 all unvested restricted stock and are only paid with respect to shares that actually vest. During the three months ended March 27, 2014 and March 28, 2013, respectively, 247,988 and 359,528 shares of restricted stock and restricted stock units vested. During the three months ended March 27, 2014 and March 28, 2013, respectively, 21,298 and 130,615 stock options were exercised at a weighted average exercise price of $15.35 and 10.56 per share, respectively.

In connection with the Company’s March 2014 special cash dividend of $0.50 per share and pursuant to the antidilution adjustment terms of the Company’s Equity Incentive Plan, the exercise price and the number of shares of common stock subject to options held by the Company’s employees were adjusted to prevent dilution and restore their economic value that existed immediately before the special dividend. The antidilution adjustments made with respect to such options resulted in a decrease in the range of exercise prices from $5.35—$24.68 per share to $5.18—$23.90 per share and an increase in the aggregate number of shares issuable upon exercise of such options by 98,589 shares, or 3.3%, of previously outstanding options. The number of shares authorized under the Equity Incentive Plan increased by an equivalent number of shares. There were no accounting consequences for the changes made to reduce the exercise prices and increase the number of underlying options as a result of the special cash dividend because the aggregate fair values of the awards immediately before and after the modifications were the same.

Consolidation — NCM, Inc. consolidates the accounts of NCM LLC under the provision of ASC 810, Consolidation (“ASC 810”). Under ASC 810, a managing member of a limited liability company (“LLC”) is presumed to control the LLC, unless the non-managing members have the right to dissolve the entity or remove the managing member without cause, or if the non-managing members have substantive participating rights. The non-managing members of NCM LLC do not have dissolution rights or removal rights. NCM, Inc. has evaluated the provisions of the NCM LLC membership agreement and has concluded that the various rights of the non-managing members are not substantive participation rights under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the ordinary course of business.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

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  
     March 27, 2014     March 28, 2013  

Net loss attributable to NCM, Inc.

   $ (3.1   $ (1.0

NCM LLC equity issued for purchase of intangible asset

     7.5        32.4   

Income tax and other impacts of subsidiary ownership changes

     (2.2     (10.1
  

 

 

   

 

 

 

Change from net loss attributable to NCM, Inc. and transfers from noncontrolling interests

   $ 2.2      $ 21.3   
  

 

 

   

 

 

 

Income Taxes —Income taxes are accounted for under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of ASC 740, Income Taxes . The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its deferred income tax assets will not be realized, which will be assessed on an on-going basis. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized.

Recent Accounting Pronouncements

The Company has considered all 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.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2. LOSS PER SHARE

Basic earnings per share are 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, and restricted stock using the treasury stock method. The components of basic and diluted earnings per NCM, Inc. share are as follows:

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

Net loss attributable to NCM, Inc. (in millions)

   $ (3.1   $ (1.0
  

 

 

   

 

 

 

Weighted average shares outstanding:

    

Basic

     58,618,800        54,611,614   

Add: Dilutive effect of stock options and restricted stock

     —          —     
  

 

 

   

 

 

 

Diluted

     58,618,800        54,611,614   
  

 

 

   

 

 

 

Loss per NCM, Inc. share:

    

Basic

   $ (0.05   $ (0.02

Diluted

   $ (0.05   $ (0.02

The effect of 68,575,219 and 58,229,424 exchangeable NCM LLC common units held by the founding members for the three months ended March 27, 2014 and March 28, 2013, respectively, have been excluded from the calculation of diluted weighted average shares and earnings per NCM, Inc. share as they were antidilutive. NCM LLC common units do not participate in NCM, Inc. dividends. In addition, there were 5,196,784 and 6,558,355 stock options and non-vested (restricted) shares for the three months ended March 27, 2014 and March 28, 2013, respectively, excluded from the calculation due to the net loss during those periods. 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.

3. INTANGIBLE ASSETS

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 theatre additions or dispositions during the previous year. During the first quarter of 2014 and 2013, NCM LLC issued 1,087,911 and 4,536,014 common membership units to its founding members, respectively, for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during the previous year. NCM LLC recorded a net intangible asset of $16.4 million and $69.0 million during the first quarter of 2014 and 2013, respectively, as a result of the Common Unit Adjustments.

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 theatres, 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 date. If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theatres, the founding members may elect to receive common membership units related to those encumbered theatres in connection with the Common Unit Adjustment. If the founding members make this election, they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). During the three months ended March 27, 2014, NCM LLC recorded a reduction to net intangible assets of $0.2 million related to integration payments due from AMC and Cinemark related to their acquisitions of theatres from Rave Cinemas that are encumbered by an existing on-screen advertising agreement with an alternative provider. During the three months ended March 27, 2014 and March 28, 2013, AMC and Cinemark paid a total of $0.7 million and $0.0 million, respectively, in integration payments.

The Company’s intangible assets with its founding members are recorded at the 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.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

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. If common membership units are issued to a founding member for newly acquired theatres 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 theatres for all of its services. 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 theatres with pre-existing advertising agreements.

4. RELATED PARTY TRANSACTIONS

Founding Member Transactions— Following is a summary of the transactions between the Company and the founding members (in millions):

 

     Three Months Ended  

Included in the Condensed Consolidated Statements of Income:

   March 27, 2014      March 28, 2013  

Revenue:

     

Beverage concessionaire revenue (included in advertising revenue) (1)

   $ 9.4       $ 8.9   

Advertising inventory revenue (included in advertising revenue) (2)

     0.1         —     

Operating expenses:

     

Theatre access fee (3)

     17.4         15.6   

Revenue share from Fathom Events (included in Fathom Events operating costs) (4)

     —           0.9   

Purchase of movie tickets and concession products (included in selling and marketing costs) (5)

     0.2         0.2   

Non-operating expenses:

     

Interest income from notes receivable (included in interest income) (6)

     0.3         —     

 

(1) For the three months ended March 27, 2014 and March 28, 2013, the founding members purchased 60 seconds of on-screen advertising time (with a right to purchase up to 90 seconds) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a rate specified by the ESA at a 30 second equivalent cost per thousand (“CPM”).
(2) The value of such purchases is calculated by reference to NCM LLC’s advertising rate card.
(3) Comprised of payments per theatre attendee, payments per digital screen with respect to the founding member theatres included in the Company’s network and payments for access to higher quality digital cinema equipment.
(4) Prior to the sale of Fathom Events on December 26, 2013, these payments were at rates (percentage of event revenue) included in the previous ESAs based on the nature of the event.
(5) Used primarily for marketing to NCM LLC’s advertising clients.
(6) 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.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

     As of  

Included in the Condensed Consolidated Balance Sheets:

   March 27,
2014
     December 26,
2013
 

Purchase of movie tickets and concession products (included in Prepaid expenses) (1)

   $ 0.2       $ —     

Current portion of notes receivable—founding

    members (2)

     4.2         4.2   

Long-term portion of notes receivable—founding members (2)

     20.8         20.8   

Interest receivable on notes receivable (2)

     0.3         —     

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

     474.7         463.4   

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

     9.8         28.6   

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

     148.5         144.0   

 

(1) Used primarily for marketing to NCM LLC’s advertising clients.
(2) Refer to the discussion of notes receivable from the founding members above.
(3) Refer to Note 3— Intangible Assets for further information on integration payments.
(4) The Company paid the founding members $25.1 million in the first quarter of 2014, of which $6.7 million was net operating loss carrybacks for the 2009, 2010 and 2011 tax years and $18.4 million was for the 2013 tax year.

We have been granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain proprietary software for the delivery of digital advertising and other content through our DCN to screens in the U.S. We have made improvements to this software since the IPO date and we own those improvements, except for improvements that were developed jointly by us and NCM LLC’s founding members.

Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the Company’s Initial Public Offering (“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 for the three months ended March 27, 2014 and March 28, 2013 are as follows (in millions):

 

     Three Months Ended  
     March 27, 2014      March 28, 2013  

AMC

   $ 1.7       $ 2.5   

Cinemark

     2.2         2.4   

Regal

     2.3         3.1   

NCM, Inc.

     5.3         7.1   
  

 

 

    

 

 

 

Total

   $ 11.5       $ 15.1   
  

 

 

    

 

 

 

The mandatory distributions of available cash by NCM LLC to its founding members for the three months ended March 27, 2014 of $6.2 million is included in amounts due to founding members on the unaudited Condensed Consolidated Balance Sheets as of March 27, 2014 and will be made in the second quarter of 2014.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Amounts due to founding members as of March 27, 2014 were comprised of the following (in millions):

 

     AMC     Cinemark     Regal      Total  

Theatre access fees, net of beverage revenues

   $ 0.7      $ 0.8      $ 1.2       $ 2.7   

Cost and other reimbursement

     (0.1     (0.2     —           (0.3

Distributions payable

     1.7        2.2        2.3         6.2   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total

   $ 2.3      $ 2.8      $ 3.5       $ 8.6   
  

 

 

   

 

 

   

 

 

    

 

 

 

Amounts due to founding members as of December 26, 2013 were comprised of the following (in millions):

 

     AMC     Cinemark     Regal     Total  

Theatre access fees, net of beverage revenues

   $ 0.6      $ 0.7      $ 1.1      $ 2.4   

Cost and other reimbursement

     (2.0     (0.7     (0.6     (3.3

Distributions payable, net

     8.7        10.9        11.4        31.0   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 7.3      $ 10.9      $ 11.9      $ 30.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

AC JV, LLC Transactions –Following is a summary of the transactions between NCM LLC and AC JV, LLC (in millions):

 

     Three Months Ended  
Included in the Condensed Consolidated Statements of Income:    March 27, 2014      March 28, 2013  

Transition services (included in network

    costs) (1)

   $ 0.1       $ —     

 

(1) In connection with the sale of Fathom Events, NCM LLC entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for the newly formed limited liability company for a period of nine months following the closing. These fees received by NCM LLC are included as an offset to network costs in the unaudited Condensed Consolidated Statements of Income.

 

     As of  
Included in the Condensed Consolidated Balance Sheets:    March 27, 2014      December 26, 2013  

Amounts due from AC JV, LLC (included in other current assets) (1)

   $ 0.6       $ —     

Investment in AC JV, LLC (included in other investments) (2)

     1.1         1.1   

 

(1) As described above, NCM LLC entered into a transition services agreement with AC JV, LLC for reimbursement of certain expenses and NCM LLC continued to perform back office accounting and as such, these amounts primarily represent the settlement of AC JV, LLC’s revenue and expenses.
(2) The Company accounted for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 970-323, Investments—Equity Method and Joint Ventures (“ASC 970-323”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 970-323 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. The Company concluded that its interest was more than minor under the accounting guidance despite the fact that 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’s proportional share of equity in the earnings of AC JV, LLC is recorded within other non-operating income (expense) in the unaudited Condensed Consolidated Statements of Income.

Related Party Affiliates — NCM LLC enters into network affiliate agreements with network affiliates for NCM LLC to provide in-theatre advertising at theatre locations that are owned by companies that are affiliates of certain of the founding members or directors of NCM, Inc. Related party affiliate agreements are entered into at terms that are similar to those of the Company’s other network affiliates.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Following is a summary of advertising operating costs in the unaudited Condensed Consolidated Statements of Income between the Company and its related party affiliates (in millions):

 

     Three Months Ended  

Related Party Affiliate

   March 27, 2014      March 28, 2013  

Starplex (1)

   $ 0.5       $ 0.5   

Other

     —           0.1   
  

 

 

    

 

 

 

Total

   $ 0.5       $ 0.6   
  

 

 

    

 

 

 

Following is a summary of the accounts payable balance between the Company and its related party affiliates included in the unaudited Condensed Consolidated Balance Sheets (in millions):

 

     As of March 27, 2014  

Related Party Affiliate

   March 27, 2014      December 26, 2013  

Starplex (1)

   $ 0.7       $ 0.7   

Other

     —           0.1   
  

 

 

    

 

 

 

Total

   $ 0.7       $ 0.8   
  

 

 

    

 

 

 

 

(1) Starplex Operating L.P. (“Starplex”) is an affiliate of one of NCM, Inc.’s directors.

Other Transactions – NCM LLC has an agreement with an interactive media company to sell some of its online inventory. One of NCM, Inc.’s directors is also a director of this media company. During the three months ended March 27, 2014 and March 28, 2013, this company generated approximately $0.1 million and $0.1 million, respectively, in revenue for NCM LLC and there was approximately $0.6 million and $0.6 million of accounts receivable due from this company as of March 27, 2014 and December 26, 2013, respectively.

5. BORROWINGS

The following table summarizes NCM LLC’s total outstanding debt as of March 27, 2014 and December 26, 2013 and the significant terms of its borrowing arrangements.

 

     Outstanding Balance as of            

Borrowings ($ in millions)

   March 27,
2014
    December 26,
2013
    Maturity
Date
  Interest
Rate
 

Revolving Credit Facility

   $ 37.0      $ 20.0      November 26, 2017  (1)     (2

Term Loans

     270.0        270.0      November 26, 2019     (2

Senior Unsecured Notes

     200.0        200.0      July 15, 2021     7.875

Senior Secured Notes

     400.0        400.0      April 15, 2022     6.000
  

 

 

   

 

 

     

Total

   $ 907.0      $ 890.0       

Less: current portion of long-term debt

     (14.0     (14.0    

Long-term debt, less current portion

   $ 893.0      $ 876.0       
  

 

 

   

 

 

     

 

(1) A portion of the revolving credit facility has a maturity date of December 31, 2014, as described in further detail below.
(2) The interest rates on the revolving credit facility and term loan are described below.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Senior Secured Credit Facility —NCM LLC’s senior secured credit facility consists of a $124.0 million revolving credit facility and a $270.0 million term loan. On May 2, 2013, NCM LLC entered into an amendment of its senior secured credit facility whereby the facility was increased from $265.0 million to $270.0 million. In connection with the amendment, the interest rates on the revolving credit facility and term loans were reduced as described further below. The obligations under the 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.

NCM LLC’s total availability under the revolving credit facility is $124.0 million. The unused line fee is 0.50% per annum. Of the total available, $14.0 million outstanding principal of the revolving credit facility will not be repaid in connection with any future prepayments of the revolving credit facility amounts. This portion of the revolving credit facility will be paid in full by NCM LLC, along with any accrued and unpaid fees and interest, on December 31, 2014. The maturity date applicable to any remaining outstanding revolving credit facility principal is November 26, 2017.

Borrowings under the revolving credit facility bear interest at NCM LLC’s option of either the LIBOR index plus an applicable margin or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in the senior secured credit facility) plus an applicable margin. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured leverage ratio for NCM LLC (the ratio of secured funded debt less unrestricted cash and cash equivalents, over a non-GAAP measure defined in the senior secured credit facility). On May 2, 2013, NCM LLC entered into an amendment of its senior secured credit facility whereby the applicable margins on the $110.0 million portion of the revolving credit facility decreased by 25 basis points to the LIBOR index plus 2.00% or the base rate plus 1.00%. The margins on the $14.0 million portion of the revolving credit facility discussed above remained unchanged at the LIBOR index plus 1.50% or the base rate plus 0.50%. The weighted-average interest rate on the outstanding balance on the revolving credit facility as of March 27, 2014 was 2.16%.

Term Loans — In connection with the amendment of its senior secured credit facility on May 2, 2013, the interest rate on the term loans decreased by 50 basis points to a rate at NCM LLC’s option of either the LIBOR index plus 2.75% or the base rate (Prime Rate or the Federal Funds Effective Rate, as defined in the senior secured credit facility) plus 1.75%. The weighted-average interest rate on the term loans as of March 27, 2014 was 2.91%. Interest on the term loans is currently paid monthly.

The senior secured credit facility contains a number of covenants and financial ratio requirements, with which NCM LLC was in compliance as of March 27, 2014, including maintaining a consolidated net senior secured leverage ratio of equal to or less than 6.5 times on a quarterly basis. In addition, there are no borrower distribution restrictions as long as NCM LLC’s consolidated net senior secured leverage ratio is below 6.5 times and NCM LLC is in compliance with its debt covenants. As of March 27, 2014, NCM LLC’s consolidated net senior secured leverage ratio was 3.1 times (versus the covenant of 6.5 times).

Senior Unsecured Notes due 2021 —On July 5, 2011, NCM LLC completed a private placement of $200.0 million in aggregate principal amount of 7.875% Senior Unsecured Notes (“Senior Unsecured Notes”) for which the registered exchange offering was completed on September 22, 2011. The Senior Unsecured Notes pay interest semi-annually in arrears on January 15 and July 15 of each year, which commenced January 15, 2012. The notes are subordinated to all existing and future secured debt, including indebtedness under NCM LLC’s existing senior secured credit facility and the Senior Secured Notes defined below. The Senior Unsecured Notes contain certain covenants with which NCM LLC was in compliance as of March 27, 2014.

Senior Secured Notes due 2022 —On April 27, 2012, NCM LLC completed a private placement of $400.0 million in aggregate principal amount of 6.00% Senior Secured Notes (the “Senior Secured Notes”) for which the registered exchange offering was completed on November 26, 2012. The Senior Secured Notes pay interest semi-annually in arrears on April 15 and October 15 of each year, which commenced October 15, 2012. The Senior Secured Notes are senior secured obligations of NCM LLC, rank the same as NCM LLC’s senior secured credit facility, subject to certain exceptions, and share in the same collateral that secures NCM LLC’s obligations under the senior secured credit facility. The Senior Secured Notes contain certain covenants with which NCM LLC was in compliance as of March 27, 2014.

 

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(UNAUDITED)

 

6. 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 on its financial position, results of operations or cash flows.

Minimum Revenue Guarantees —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 theatre 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. The amount and term varies for each network affiliate, but terms range from three to 20 years, prior to any renewal periods of which some are at the option of the Company. The maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $40.9 million over the remaining terms of the network affiliate agreements. As of March 27, 2014 and December 26, 2013, the Company had no liabilities recorded for these obligations as such guarantees are less than the expected share of revenue paid to the affiliate.

Income Taxes —The Company is subject to taxation in the U.S. and various states. As of March 27, 2014 and December 26, 2013, there was no material liability or expense for the periods then ended recorded for payment of interest and penalties associated with uncertain tax positions or material unrecognized tax positions and the Company’s unrecognized tax benefits were not material.

7. 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, cost and equity method 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 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.

As of March 27, 2014 and December 26, 2013, the Company had other investments of $1.1 million, which was comprised of the Company’s investment in AC JV, LLC. As of December 26, 2013, this investment was valued using comparative market multiples. As the inputs to the determination of fair value are based upon non-identical

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

assets and use significant unobservable inputs, we have classified the assets as Level 3 in the fair value hierarchy. The fair value of the investments was not estimated as of March 27, 2014 as there were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the investments, and it is not practicable to do so because the equity securities are not in a publicly traded company.

As of March 27, 2014 and December 26, 2013, the Company had notes receivable totaling $25.0 million from its founding members related to the sale of Fathom Events, as described in Note 4— Related Party Transactions . As of December 26, 2013, these notes were valued using comparative market multiples and 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. The fair value of the notes was not estimated as of March 27, 2014 as there were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable.

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 are as follows (in millions):

 

     As of March 27, 2014      As of December 26, 2013  

($ in millions)

   Carrying Value      Fair Value  (1)      Carrying Value      Fair Value  (1)  

Term Loans

   $ 270.0       $ 269.1       $ 270.0       $ 269.5   

Senior Unsecured Notes

     200.0         221.4         200.0         220.4   

Senior Secured Notes

     400.0         422.3         400.0         414.0   

 

(1) The Company has estimated the fair value on an average of at least two non-binding broker quotes and the Company’s analysis. 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.

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  
     As of
March 27, 2014
     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)

   $ 7.4       $ 2.7       $ 4.7       $ —     

Short-term marketable securities (2)

     51.4         4.6         46.8         —     

Long-term marketable securities (2)

     10.8         10.0         0.8         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 69.6       $ 17.3       $ 52.3       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

            Fair Value Measurements at Reporting Date Using  
     As of
December 26, 2013
     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)

   $ 28.3       $ —         $ 28.3       $ —     

Short-term marketable securities (2)

     71.3         4.5         66.8         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 99.6       $ 4.5       $ 95.1       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

(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 and commercial paper 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 generally classified as Level 1 given the active market for these securities; however if an active market does not exist, the inputs are recorded at a lower level in the fair value hierarchy. The value of commercial paper 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 months ended March 27, 2014 and March 28, 2013, 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 other comprehensive income. Original cost of short-term marketable securities is based on the specific identification method. As of March 27, 2014 and December 26, 2013, there were no gross unrealized losses related to individual securities that had been in a continuous loss position for 12 months or longer.

The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held as of March 27, 2014 and December 26, 2013 are as follows:

 

     As of March 27, 2014  
     Amortized Cost
Basis
(in millions)
     Aggregate Fair
Value
(in millions)
     Maturities (1)
(in years)
 

MARKETABLE SECURITIES:

        

Short-term municipal

   $ 2.6      $ 2.6        0.5  

Short-term U.S. government agency bonds

     2.0        2.0        0.3  

Short-term commercial paper:

        

Financial

     34.8        34.8        0.2  

Industrial

     7.0        7.0        0.5  

Utility

     5.0        5.0        0.1  
  

 

 

    

 

 

    

Total short-term marketable securities

     51.4        51.4     

Long-term U.S. government treasury bonds

     5.1        5.1        3.5  

Long-term municipal

     0.4        0.4        1.5  

Long-term U.S. government agency bonds

     4.5        4.5        4.1  

Long-term certificates of deposit

     0.8        0.8        4.3  
  

 

 

    

 

 

    

Total long-term marketable securities

     10.8        10.8     
  

 

 

    

 

 

    

Total marketable securities

   $ 62.2      $ 62.2     
  

 

 

    

 

 

    

 

     As of December 26, 2013  
     Amortized Cost
Basis
(in millions)
     Aggregate Fair
Value
(in millions)
     Maturities  (1)
(in years)
 

MARKETABLE SECURITIES:

        

Short-term municipal

   $ 4.5      $ 4.5        0.2  

Short-term commercial paper:

        

Financial

     50.3        50.3        0.3  

Industrial

     8.8        8.8        0.1  

Utility

     7.7        7.7        0.1  
  

 

 

    

 

 

    

Total marketable securities

   $ 71.3      $ 71.3     
  

 

 

    

 

 

    

 

(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.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

During 2012, NCM LLC terminated interest rate swap agreements that were used to hedge its interest rate risk associated with its term loan. Following the termination of the swap agreements, the variable interest rate on NCM LLC’s $270.0 million term loan is unhedged and as of March 27, 2014 and December 26, 2013, the Company did not have any outstanding derivative assets or liabilities. A portion of the breakage fees paid to terminate the swap agreements was for swaps in which the underlying debt remained outstanding. The balance in AOCI related to these swaps was fixed and is being amortized into earnings over the remaining life of the original interest rate swap agreement, or February 13, 2015, as long as the debt remains outstanding. The Company considered the guidance in ASC 815, Derivatives and Hedging which states that amounts in AOCI shall be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. As of March 27, 2014, there was approximately $9.1 million outstanding related to these discontinued cash flow hedges which continues to be reported in AOCI and will be amortized into earnings in the next twelve months.

The changes in AOCI by component for the three months ended March 27, 2014 and March 28, 2013 were as follows (in millions):

 

     Three Months Ended      
     March 27, 2014     March 28, 2013     Income Statement Location

Balance at beginning of period

   $ (3.2   $ (6.7  

Amounts reclassified from AOCI:

      

Amortization on discontinued cash flow hedges

     2.5        2.5     Amortization of terminated
derivatives
  

 

 

   

 

 

   

Total amounts reclassified from AOCI

     2.5        2.5    
  

 

 

   

 

 

   

Noncontrolling interest on reclassifications

     (1.4     (1.4  

Tax effect on reclassifications

     (0.4     (0.4  
  

 

 

   

 

 

   

Net other comprehensive income

     0.7        0.7    
  

 

 

   

 

 

   

Impact of subsidiary ownership changes

     —          —       
  

 

 

   

 

 

   

Balance at end of period

   $ (2.5   $ (6.0  
  

 

 

   

 

 

   

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

9. SEGMENT REPORTING

Advertising revenue accounted for 100.0% and 89.7% of consolidated revenue for the three months ended March 27, 2014 and March 28, 2013, respectively. The following tables present revenue less directly identifiable expenses to arrive at income before income taxes, net of direct expenses for the advertising reportable segment, the combined Fathom Events operating segments (disposed on December 26, 2013), and network, administrative and unallocated costs.

 

     Three Months Ended March 27, 2014 (in millions)  
     Advertising      Fathom Events
(1)
     Network,
Administrative
and Unallocated
Costs
    Consolidated  

Revenue

   $ 70.2       $ —         $ —        $ 70.2   

Operating costs

     22.4         —           4.6        27.0   

Selling and marketing costs

     14.3         —           0.7        15.0   

Administrative and other costs

     0.8         —           6.8        7.6   

Depreciation and amortization

     —           —           7.8        7.8   

Interest and other non-operating costs

     —           —           19.1        19.1   
  

 

 

    

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

   $ 32.7       $ —         $ (39.0   $ (6.3
  

 

 

    

 

 

    

 

 

   

 

 

 

 

     Three Months Ended March 28, 2013 (in millions)  
     Advertising      Fathom Events
(1)
     Network,
Administrative
and Unallocated
Costs
    Consolidated  

Revenue

   $ 73.7      $ 8.5      $ —        $ 82.2  

Operating costs

     21.3        5.8        5.0       32.1  

Selling and marketing costs

     13.7        1.1        0.6       15.4  

Administrative and other costs

     0.3        0.2        7.2       7.7  

Depreciation and amortization

     —           —           5.4       5.4  

Interest and other non-operating costs

     —           —           19.1       19.1  
  

 

 

    

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

   $ 38.4      $ 1.4      $ (37.3   $ 2.5  
  

 

 

    

 

 

    

 

 

   

 

 

 

The following is a summary of revenues by category (in millions):

 

     Three Months Ended  
     March 27, 2014      March 28, 2013  

National advertising revenue

   $ 42.7       $ 51.5   

Local advertising revenue

     18.1         13.3   

Founding member advertising revenue from beverage concessionaire agreements

     9.4         8.9   

Fathom Consumer revenue (1)

     —           8.3   

Fathom Business revenue (1)

     —           0.2   
  

 

 

    

 

 

 

Total revenue

   $ 70.2       $ 82.2   
  

 

 

    

 

 

 

 

(1) Fathom Events was sold on December 26, 2013 as discussed in Note 4— Related Party Transactions.

 

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NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

10. SUBSEQUENT EVENTS

On April 30, 2014, the Company declared a cash dividend of $0.22 per share (approximately $12.9 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 May 19, 2014 to be paid on June 2, 2014.

On May 5, 2014, NCM, Inc. agreed to acquire Screenvision from SV Holdco, LLC through an Agreement and Plan of Merger (the “Merger Agreement”), by and among NCM, Inc., and two newly formed NCM, Inc. subsidiaries (collectively “NCM Subsidiaries”) and various Screenvision Holdco LLC subsidiaries (collectively “SV Subsidiaries”). Pursuant to the Merger Agreement, SV Subsidiaries will be acquired by NCM, Inc. as a result of the merger of SV Subsidiaries with NCM Subsidiaries (the “Merger”). As consideration for the Merger, SV Holdco will receive from NCM, Inc. $375 million, consisting of $225 million in cash and $150 million of NCM, Inc. common stock (9,900,990 shares at a fixed price of $15.15 per share). The merger consideration is subject to reduction by an amount equal to 11.8 times the amount, if any, by which SV Subsidiary’s consolidated audited Adjusted EBITDA (calculated consistent with its past practice) for the twelve months ended April 30, 2014 is less than $31.3 million. The merger consideration is also subject to an upward adjustment by the amount of Screenvision’s positive working capital at closing, up to a maximum adjustment of $10.0 million.

Consummation of the Merger is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Approval”) and other customary closing conditions, including satisfaction of representations, warranties and covenants. All necessary corporate action by NCM, Inc., SV Holdco and Screenvision to approve the Merger has occurred. NCM, Inc. intends to obtain financing in the form of a bank loan (“NCM Loan”) to finance the transaction. Following the merger, NCM, Inc. will evaluate whether to contribute the Screenvision assets to NCM LLC. Although it is under no obligation to do so, NCM, Inc. expects that it will contribute the Screenvision assets and debt incurred to finance the acquisition to NCM LLC in exchange for 9,900,990 NCM LLC membership units and that the combined operation will result in an estimated $30 million of annual operating cost synergies. It is anticipated that NCM LLC will refinance the NCM Loan with additional NCM LLC debt that could include additional senior secured bank debt or senior secured or unsecured notes. NCM, Inc. and NCM LLC expect that such a contribution would also include an agreement to indemnify each other with respect to potential tax and other liabilities in connection with the contribution. NCM LLC’s founding members and NCM, Inc. have agreed to amend the tax receivable agreement following the Merger. This amendment will provide that any favorable tax attributes effectively acquired by NCM, Inc. from Screenvision as a result of the Merger (including the amount of any net operating losses) will not reduce the amount of any payments that would have otherwise been made by NCM, Inc. to NCM LLC’s founding members under the tax receivable agreement if the Merger had not occurred.

The Merger Agreement requires termination payments upon termination of the Merger Agreement under specified circumstances. NCM, Inc. is required to pay SV Holdco a termination fee of $28.84 million if HSR Approval has not been obtained or NCM, Inc. has materially breached its representations or covenants such that the closing conditions in the Merger Agreement cannot be satisfied. If SV Holdco has materially breached its representations or covenants such that the closing conditions in the Merger Agreement cannot be satisfied, SV Holdco is required to pay NCM, Inc. a termination fee of $10 million and, if Screenvision is subsequently sold within one year of the termination, an additional amount equal to the amount by which the sale proceeds are greater than $385 million.

 

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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 in our annual report on Form 10-K for the Company’s fiscal year ended December 26, 2013. 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 26, 2013. In the following discussion and analysis, the term net income refers to net income attributable to NCM, Inc.

Overview

NCM LLC operates the largest digital in-theatre network in North America, for the distribution of advertising. Our revenue is principally derived from the sale of advertising. We have long-term ESAs with NCM LLC’s founding members (approximately 23 years remaining as of March 27, 2014) and multi-year agreements with network affiliates. The ESAs with the founding members and network affiliate agreements grant us exclusive rights, subject to limited exceptions, to sell advertising in those theatres. Our advertising FirstLook pre-show and lobby entertainment network (“LEN”) programming are distributed across our proprietary digital content satellite network (“DCN”). Approximately 97% of the aggregate founding member and network affiliate theatre attendance is generated by theatres connected to our DCN and 100% of the FirstLook pre-show is projected on digital projectors (79% digital cinema projectors and 21% LCD projectors).

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. The Fathom Events business focused on the marketing and distribution of live and pre-recorded entertainment programming to theatre operators to provide additional programs to augment their feature film schedule. In consideration for the sale, NCM LLC received a total of $25.0 million in promissory notes from its founding members (one-third 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. In connection with the sale, NCM LLC entered into a transition services agreement to provide certain corporate overhead services for a fee and reimbursement for the use of facilities and certain services including creative, technical event management and event management for AC JV, LLC for nine months following closing. In addition, NCM LLC entered into a services agreement with a term coinciding with the digital programming ESAs, which grants AC JV, LLC advertising on-screen and on our LEN and a pre-feature program prior to Fathom events reasonably consistent with what was previously dedicated to Fathom. In addition, the services agreement provides that we will assist with event sponsorship sales in return for a share of the sponsorship revenue. NCM LLC has also agreed to provide creative and media production services for the same fee available to the founding members related to the marketing of their core theatrical business.

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 twice per quarter with officers, managers and staff to discuss and analyze operating results and address significant variances to budget in an effort to identify trends and changes in our business and adjust operating strategy and tactics as needed. We focus on operating metrics including changes in OIBDA, Adjusted OIBDA and Adjusted OIBDA margin, as defined and discussed in “Non-GAAP Financial Measures” below, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, pricing (CPM), local and total advertising revenue per attendee, as well as our operating cash flow and related financial leverage and revolving credit facility availability to ensure 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.

 

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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” in our Form 10-K filed with the SEC on February 21, 2014 for the Company’s fiscal year ended December 26, 2013.

Summary Historical and Operating Data

The following table presents operating data and Adjusted OIBDA (dollars in millions, except share data):

 

     Three Months Ended     % Change  
     March 27,
2014
    March 28,
2013
    Q1 2014 to
Q1 2013
 

Revenue:

      

Advertising

   $ 70.2      $ 73.7        (4.7 %) 

Fathom Events

     —          8.5        (100.0 %) 
  

 

 

   

 

 

   

Total

     70.2        82.2        (14.6 %) 

Operating expenses

     57.4        60.6        (5.3 %) 
  

 

 

   

 

 

   

Operating income

     12.8        21.6        (40.7 %) 

Non-operating expense

     19.1        19.1        0.0

Income tax (benefit) expense

     (1.7     0.6        (383.3 %) 

Net (loss) income attributable to noncontrolling interests

     (1.5     2.9        (151.7 %) 
  

 

 

   

 

 

   

Net loss attributable to NCM, Inc.

   $ (3.1   $ (1.0     210.0
  

 

 

   

 

 

   

Net loss per NCM, Inc. basic share

   $ (0.05   $ (0.02     188.8

Net loss per NCM, Inc. diluted share

   $ (0.05   $ (0.02     188.8

Adjusted OIBDA

   $ 22.6      $ 29.1        (22.4 %) 

Adjusted OIBDA margin

     32.2     35.4     (3.2 %) 

Total theatre attendance (1) (2)

     166.5        154.6        7.7

 

(1) Represents the total attendance within NCM LLC’s advertising network.
(2) Excludes screens and attendance associated with certain AMC Rave and Cinemark Rave theatres for all periods presented.

Non-GAAP Financial Measures

Operating Income Before Depreciation and Amortization (“OIBDA”), Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with U.S. GAAP. OIBDA represents consolidated net income plus income tax expense, interest and other costs and depreciation and amortization expense. Adjusted OIBDA excludes from OIBDA non-cash share based payment costs. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. These non-GAAP financial measures are used by management 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 its 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, non-cash share based compensation programs, interest rates or 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 share based payment costs. OIBDA or Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should they be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that consolidated net income is the most directly comparable GAAP financial measure to 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.

 

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The following table reconciles consolidated net income (loss) to OIBDA and Adjusted OIBDA for the periods presented (dollars in millions):

 

     Three Months Ended  
     March 27, 2014     March 28, 2013  

Consolidated net (loss) income

   $ (4.6   $ 1.9   

Income tax (benefit) expense

     (1.7     0.6   

Interest and other non-operating costs

     19.1        19.1   

Depreciation and amortization

     7.8        5.4   
  

 

 

   

 

 

 

OIBDA

   $ 20.6      $ 27.0   

Share-based compensation costs (1)

     2.0        2.1   
  

 

 

   

 

 

 

Adjusted OIBDA

   $ 22.6      $ 29.1   
  

 

 

   

 

 

 

Total revenue

   $ 70.2      $ 82.2   

Adjusted OIBDA margin

     32.2     35.4

 

(1) Share-based compensation costs are included in network operations, selling and marketing and administrative expense in the accompanying unaudited condensed consolidated financial statements.

Basis of Presentation

The results of operations data for the three months ended March 27, 2014 and March 28, 2013 was derived from the unaudited condensed consolidated financial statements and accounting records of NCM, Inc. and should be read in conjunction with the notes thereto.

Results of Operations

Three Months Ended March 27, 2014 and March 28, 2013

Revenue. Total revenue decreased $12.0 million, or 14.6%, from $82.2 million for the three months ended March 28, 2013 to $70.2 million for the three months ended March 27, 2014. The following is a summary of revenue by category (in millions).

 

     Three Months Ended      $ Change     % Change  
     March 27,
2014
     March 28,
2013
     Q1 2014 to Q1
2013
    Q1 2014 to Q1
2013
 

National advertising revenue

   $ 42.7       $ 51.5       $ (8.8     (17.1 %) 

Local advertising revenue

     18.1         13.3         4.8        36.1

Founding member advertising revenue from beverage concessionaire agreements

     9.4         8.9         0.5        5.6

Fathom Consumer revenue

     —           8.3         (8.3     (100.0 %) 

Fathom Business revenue

     —           0.2         (0.2     (100.0 %) 
  

 

 

    

 

 

    

 

 

   

Total revenue

   $ 70.2       $ 82.2       $ (12.0     (14.6 %) 
  

 

 

    

 

 

    

 

 

   

The following table shows data on theatre attendance and revenue per attendee for the three months ended March 27, 2014 and March 28, 2013:

 

     Three Months Ended      % Change  
     March 27,
2014
     March 28,
2013
     Q1 2014 to Q1
2013
 

National advertising revenue per attendee

   $ 0.256       $ 0.333         (23.1 %) 

Local advertising revenue per attendee

   $ 0.109       $ 0.086         26.7

Total advertising revenue (excluding founding member beverage revenue) per attendee

   $ 0.365       $ 0.419         (12.9 %) 

Total advertising revenue per attendee

   $ 0.422       $ 0.477         (11.5 %) 

Total theatre attendance

     166.5         154.6         7.7

 

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National advertising revenue. The $8.8 million, or 17.1%, decrease in national advertising revenue (excluding beverage revenue from NCM LLC’s founding members) was due primarily to a decrease in national inventory utilization which fell from 86.0% in the first quarter of 2013 to 72.6% in the first quarter of 2014. Inventory utilization is calculated based on eleven 30-second salable national advertising units in our pre-show, which can be expanded, should market demand dictate. Revenue and utilization decreased in part from lower content partner revenue which decreased $3.0 million, or 16.0%, in the first quarter of 2014, compared to the first quarter of 2013. The decrease in national advertising revenue was also due to a 10.1% decrease in national advertising CPMs (excluding beverage revenue) due primarily to the expansion of our client mix to new client categories that traditionally buy their television and other advertising at lower CPMs, the implementation of more aggressive seasonal and volume pricing strategies and increased competition from other national video networks, including several new online and mobile advertising platforms.

Local advertising revenue. The $4.8 million, or 36.1%, increase in local advertising revenue was driven by an increase in local advertising contract volume of 16.0% and an increase in the average contract value of 19.5% in the first quarter of 2014, compared to the first quarter of 2013. The increase in contract volume and average contract value was driven by an increase of contracts over $250,000. Revenue from contracts greater than $250,000 increased by $4.0 million, which represented growth in the number of contracts of 350% and growth in the average contract value of 18.7% during the first quarter of 2014, compared to the first quarter of 2013. The growth in these larger local contracts during the first quarter of 2014 was due in part to the growth of our network and better geographic coverage in many markets and states that increased our appeal to advertisers and attracted several large additional regional contracts in the automotive and telecommunications industries.

Founding member beverage revenue. The $0.5 million, or 5.6%, increase in national advertising revenue from NCM LLC’s founding members’ beverage concessionaire agreements was due primarily to an 11.8 % increase in founding member attendance in the first quarter of 2014, compared to the first quarter of 2013, partially offset by a decrease in beverage revenue CPMs, which declined because they are based on prior year realized rates during segment one of the FirstLook pre-show, which decreased year-over-year.

Fathom Events revenue. Fathom Events revenue was zero for the three months ended March 27, 2014 from $8.5 million for the three months ended March 28, 2013 due to the sale of this portion of our business on December 26, 2013.

Operating expenses. Total operating expenses decreased $3.2 million, or 5.3%, from $60.6 million for the three months ended March 28, 2013 to $57.4 million for the three months ended March 27, 2014. The following table shows the operating expense breakout for the three months ended March 27, 2014 and March 28, 2013 (in millions):

 

     Three Months Ended      $ Change     % Change  
     March 27,
2014
     March 28,
2013
     Q1 2014 to Q1
2013
    Q1 2014 to Q1
2013
 

Advertising operating costs

   $ 5.0       $ 5.7       $ (0.7     (12.3 %) 

Fathom Events operating costs

     —           5.8         (5.8     (100.0 %) 

Network costs

     4.6         5.0         (0.4     (8.0 %) 

Theatre access fees—founding members

     17.4         15.6         1.8        11.5

Selling and marketing costs

     15.0         15.4         (0.4     (2.6 %) 

Administrative and other costs

     7.6         7.7         (0.1     (1.3 %) 

Depreciation and amortization

     7.8         5.4         2.4        44.4
  

 

 

    

 

 

    

 

 

   

Total operating expenses

   $ 57.4       $ 60.6       $ (3.2     (5.3 %) 
  

 

 

    

 

 

    

 

 

   

Advertising operating costs. Advertising operating costs decreased $0.7 million, or 12.3%, from $5.7 million for the first quarter of 2013 to $5.0 million for the first quarter of 2014. This decrease was primarily the result of a $0.8 million decrease in affiliate advertising payments. The decrease in affiliate advertising payments was driven by lower total advertising revenue and a 12.3% decrease in the number of average affiliate screens in the first quarter of 2014, compared to the first quarter of 2013 due to the acquisition of certain affiliate screens by NCM LLC’s founding members, partially offset by the addition of 512 affiliate screens related to newly constructed, acquired and signed affiliate theatres primarily driven by the addition of seven new affiliate circuits after the first quarter of 2013 and during 2014.

 

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Fathom Events operating costs. Fathom Events operating costs decreased to zero in the three months ended March 27, 2014 from $5.8 million for the three months ended March 28, 2013 due to the sale of this portion of our business on December 26, 2013.

Network costs. Network costs decreased $0.4 million, or 8.0%, from $5.0 million for the first quarter of 2013 to $4.6 million for the first quarter of 2014. The decrease was primarily due to a decrease in share-based compensation expense and equipment rental costs.

Theatre access fees. Theatre access fees increased $1.8 million, or 11.5%, from $15.6 million for the first quarter of 2013 to $17.4 million for the first quarter of 2014. Approximately $1.1 million of the increase was due to the 11.8% increase in founding member attendance in the first quarter of 2014 compared to the first quarter of 2013. In addition, theatre access fees increased $0.7 million due to an increase in the number of digital screens, including higher quality digital cinema projectors and related equipment. The fees for digital screens and equipment increased due to an annual 5% rate increase specified in the ESAs and an increase of 6.1% in the number of NCM LLC’s founding member theatres equipped with the higher quality digital cinema equipment year-over-year due primarily to acquisitions of new theatres by the founding members.

Selling and marketing costs. Selling and marketing costs decreased $0.4 million, or 2.6%, from $15.4 million for the first quarter of 2013 to $15.0 million for the first quarter of 2014. This decrease was primarily due to a decrease of $1.0 million in non-cash barter expense related to timing of barter transactions, partially offset by an increase of $0.8 million in commission expense due to higher local advertising revenue.

Administrative and other costs. Administrative and other costs decreased $0.1 million, or 1.3%, from $7.7 million for the first quarter of 2013 to $7.6 million for the first quarter of 2014 due primarily to a decrease in employee benefit costs, partially offset by an increase in payroll expense from customary cost of living salary increases.

Depreciation and amortization. Depreciation and amortization expense increased $2.4 million, or 44.4%, from $5.4 million for the first quarter of 2013 to $7.8 million for the first quarter of 2014. The increase was primarily due to higher amortization of intangible assets related to new affiliate agreements and NCM LLC founding member common unit adjustments, primarily related to founding member acquisitions.

Non-operating expenses . Total non-operating expenses decreased were $19.1 million for the three months ended March 28, 2013 and March 27, 2013. The following table shows the non-operating expense breakout for the three months ended March 27, 2014 and March 28, 2013 (in millions):

 

     Three Months Ended     $ Change     % Change  
     March 27,
2014
    March 28,
2013
    Q1 2014 to Q1
2013
    Q1 2014 to Q1
2013
 

Interest on borrowings

   $ 13.1      $ 13.3      $ (0.2     (1.5 %) 

Interest income

     (0.4     (0.1     (0.3     300.0

Accretion of interest on the discounted payable to founding members under tax receivable agreement

     3.8        3.4        0.4        11.8

Amortization of terminated derivatives

     2.5        2.5        —          0.0

Other non-operating expense

     0.1        —          0.1        100.0
  

 

 

   

 

 

   

 

 

   

Total non-operating expenses

   $ 19.1      $ 19.1      $ (0.0     0.0
  

 

 

   

 

 

   

 

 

   

Interest on borrowings decreased $0.2 million due primarily to lower average interest rates in 2014, compared to 2013, as a result of the Company’s debt refinancing in the second quarter of 2013. Interest income increased by $0.3 million due to interest accrued on the notes receivable from NCM LLC’s founding members from the sale of Fathom Events. Interest due to NCM LLC’s founding members under the tax receivable agreement increased $0.4 million due to changes in tax rates and NCM LLC ownership rates period over period.

Net loss . Net loss increased $2.1 million, from $1.0 million for the three months ended March 28, 2013 to $3.1 million for the three months ended March 27, 2014. The increase in the net loss was primarily due to a decrease in operating income of $8.8 million, as described further above. These decreases to net income were partially offset by a $4.4 million decrease in income attributable to noncontrolling interests and a decrease in income tax expense of $2.3 million both due primarily to lower net income before taxes in the period.

 

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Known Trends and Uncertainties

Trends and Uncertainties Related to our Business, Industry and Corporate Structure

Changes in the current macro-economic environment and changes in the national and local and regional advertising markets, including the expansion of new online and mobile advertising platforms, presents uncertainties that could impact our results of operations, including the timing and amount of spending from our advertising clients. The impact to our business associated with these issues could be mitigated somewhat over time due to factors including the expansion of our advertising network, the related increase in salable advertising impressions, growth in our advertising client base, the effectiveness of cinema advertising relative to other advertising mediums, and the technical quality of our network and upgrades to our inventory management and audience targeting systems that are in process. During 2013 and thus far in 2014, we have added seven new affiliate theatre circuits (with 303 screens) to our national network. In total, these contracted new affiliate theatres are expected to add approximately 8 million new attendees on a full-year pro-forma basis, which we expect will result in approximately 118 million new salable national advertising impressions (assuming 14 national advertising units of 30 seconds each). Our sales force integrates these additional impressions into the advertising sales process as they are added to our network and thus these additional attendees will provide the opportunity for expansion of our revenue, operating income and cash flow. We believe that the continued growth of our network will expand our national reach and geographic coverage will strengthen our selling proposition and competitive positioning versus other national and local video advertising platforms, including television, online and mobile video platforms and other advertising platforms. In addition, during late 2012 and 2013, NCM LLC’s founding members acquired 97 of our affiliate theatres (1,245 screens) making the majority of them a part of our network immediately. In addition, the founding members also acquired 14 theatres with 223 screens and annual attendance of about 10 million that had existing agreements with another cinema advertising provider. These theatres are expected to join our network in November 2018. The acquisition of existing affiliates by our founding members will increase our Adjusted OIBDA and Adjusted OIBDA margins as the theatre access fees are generally lower, as a percentage of revenue, than affiliate payments.

In 2013 and in the first quarter of 2014, we experienced a decline of 7.6% and 10.8%, respectively, in national advertising CPMs (excluding beverage revenue) due primarily to the expansion of our client mix to new client categories that traditionally buy their television and other advertising at lower CPMs, the implementation of more aggressive seasonal and volume pricing strategies and increased competition from other national video networks, including several new online and mobile advertising platforms. We expect this trend of decreasing CPMs to continue in 2014 as we further expand and diversify our client mix into client categories that have lower pricing expectations and the marketplace becomes more competitive due in part to the expansion of online and mobile video advertising platforms.

Under the ESAs, up to 90 seconds of the FirstLook program can be sold to NCM LLC’s founding members to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. During 2013, we sold 60 seconds to NCM LLC’s founding members. We expect to continue to sell 60 seconds of time to NCM LLC’s founding members in 2014. During 2014, certain of NCM LLC’s founding members will be renegotiating their agreements with their beverage supplier, which could change the amount of advertising time that is bought from us to satisfy those agreements. Should the amount of time acquired as part of these beverage concessionaire arrangements decline, that time will be available for sale to other clients. Through 2011, this time was priced on a CPM basis, which changed each year as specified in the ESAs. Per the ESAs, beginning in 2012, this time is priced equal to the annual percentage change in the advertising CPM for the previous year charged to unaffiliated third parties during segment one (closest to show time) of the FirstLook pre-show, limited to the highest advertising CPM being then-charged by NCM LLC. Due to the lower CPMs that we realized in 2013, this reduced the CPM on our beverage concessionaire revenue during the first quarter of 2014 and will reduce the CPM on our beverage concessionaire revenue during the remainder of 2014.

In consideration for NCM LLC’s access to NCM LLC’s founding members’ theatre attendees for on-screen advertising and use of lobbies and other space within NCM LLC’s founding members’ theatres for the LEN and lobby promotions, NCM LLC’s founding members receive a monthly theatre access fee under the ESAs. The theatre access fee is composed of a fixed payment per patron and a fixed payment per digital screen. The payment per theatre patron increases by 8% every five years, with the first such increase taking effect for fiscal year 2012, and the payment per digital screen increases annually by 5%. The theatre 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. Pursuant to ESAs, beginning on October 1, 2010 the theatre access fee paid to the members of NCM LLC included an additional fee for access to the higher quality digital cinema systems. This additional fee will continue to increase as additional screens are equipped with the new digital cinema equipment and the fee increases annually by 5%. As of March 27, 2014 and March 28, 2013, approximately 86% of our founding member network screens were showing advertising on digital cinema projectors.

 

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Trends and Uncertainties Related to Liquidity and Financial Performance

During 2013 and 2012, we amended our senior secured credit facility to extend the maturity, expand the revolver availability and reduce the interest rate spreads, and in 2012 and 2011, we issued new Senior Unsecured Notes and Senior Secured Notes primarily to refinance outstanding bank debt. As a result of these financing transactions, we extended the average maturities of our debt by over six years. The average remaining maturity is 7.0 years as of March 27, 2014. Interest expense related to cash borrowings decreased approximately $0.3 million for the first quarter of 2014 compared to the first quarter of 2013 related to the 2013 refinancing of our senior secured credit facility. As of March 27, 2014, approximately 66% of our total borrowings bear interest at fixed rates. The remaining 34% of our borrowings bear interest at variable rates and as such, our net income and earnings per share could fluctuate with interest rate fluctuations related to our borrowings. Refer to Note 5— Borrowings for more information.

During the first quarter of 2014, we paid a regular quarterly cash dividend of $0.22 per share on each share of the Company’s common stock and we paid a special dividend of $0.50 per share on each share of the Company’s common stock. These dividend payments totaled $42.3 million during the first quarter of 2014.

Our short-term marketable securities balance decreased $19.8 million, from $71.2 million as of December 26, 2013 to $51.4 million as of March 27, 2014 and our long-term marketable securities balance increased by $10.8 million, from $0 as of December 26, 2013 to $10.8 million as of March 27, 2014. The decrease in short-term marketable securities and the increase in long-term marketable securities were due primarily to the Company purchasing more marketable securities with original maturities greater than one year to increase its average interest rates and increase interest income on excess cash balances. As investments mature in 2014, the Company expects to continue to purchase securities with longer maturities in order to achieve higher average rates of return on its investments.

Trends Related to Ownership in NCM LLC

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 theatre additions or dispositions during the previous year. During the first quarter of 2014, NCM LLC issued 1,087,911 common membership units to its founding members for the rights to exclusive access to net new theatre screens and attendees added by the founding members to NCM LLC’s network during 2013. Of these units, 432,646 related to theatre acquisitions and 655,265 related to new theatres constructed, net of closures. NCM LLC recorded a net intangible asset of approximately $16.4 million during the first quarter of 2014 as a result of the annual Common Unit Adjustment. The common unit adjustment for the first quarter of 2014 was lower than the adjustment for the first quarter of 2013 primarily due to the fact that two special common unit adjustments were made in 2013 for large acquisitions by two founding members.

Overall, NCM, Inc.’s ownership in NCM LLC decreased to 45.8% as of March 27, 2014 compared to 46.1% at December 26, 2013 due primarily to the common unit adjustment described above, which we expect to proportionally increase net income attributable to noncontrolling interests and decrease net income attributable to NCM, Inc.

Financial Condition and Liquidity

Liquidity and Capital Resources

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of accounts receivable balances and operating expenditure payments, as well as available cash payments (as defined in the NCM LLC Operating Agreement) to NCM LLC’s founding members, interest or principal payments on our term loan and the Senior Secured Notes and Senior Unsecured Notes, income tax payments, tax receivable agreement payments to NCM LLC’s founding members and amount of quarterly dividends to NCM, Inc.’s common stockholders (including special dividends).

 

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A summary of our financial liquidity is as follows (in millions):

 

     As of      $ Change     $ Change  
     March 27,
2014
     December 26,
2013
     March 28,
2013
     Q1 2014 to
YE 2013
    Q1 2014 to
Q1 2013
 

Cash, cash equivalents and marketable securities (1)

   $ 78.8       $ 126.0       $ 98.8       $ (47.2   $ (20.0

Revolver availability (2)

     87.0         104.0         110.0         (17.0     (23.0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 165.8       $ 230.0       $ 208.8       $ (64.2   $ (43.0
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

(1) Included in cash and cash equivalents as of March 27, 2014, December 26, 2013 and March 28, 2013, there was $2.0 million, $13.3 million and $11.0 million, respectively, of cash held by NCM LLC which is not available to satisfy NCM, Inc.’s obligations.
(2) 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. NCM LLC’s total availability under the revolving credit facility is $124.0 million. Of the total available, $14.0 million outstanding principal of the revolving credit facility will not be repaid in connection with any future prepayments of the revolving credit facility amounts, but rather that portion of the revolving credit facility will be paid in full along with any accrued and unpaid fees and interest, on the maturity date of December 31, 2014.

We have generated and used cash as follows (in millions):

 

     Three Months Ended  
     March 27,
2014
    March 28,
2013
 

Operating cash flow

   $ 11.9      $ 28.6   

Investing cash flow

   $ 6.6      $ 6.1   

Financing cash flow

   $ (56.6   $ (33.3

 

    Operating Activities. The $16.7 million decrease in cash provided by operating activities for the three months ended March 27, 2014 versus the three months ended March 28, 2013 was due primarily to a $15.0 million higher payment to NCM LLC’s founding members under the tax receivable agreement in 2014 due primarily to additional payments made for operating loss carrybacks to prior years.

 

    Investing Activities. The $0.5 million increase in cash provided by investing activities for the three months ended March 27, 2014 versus the three months ended March 28, 2013 was due primarily to a decrease of $0.6 million in purchases of property and equipment.

 

    Financing Activities. The $23.3 million increase in cash used in financing activities for the three months ended March 27, 2014 versus the three months ended March 28, 2013 was due primarily to an increase of $30.2 million in cash dividends paid due to the payment of a special cash dividend of $0.50 per share during the first quarter of 2014 and higher distributions to NCM LLC’s founding members of $10.1 million, partially offset by an increase in cash proceeds from borrowings, net of payments, of $17.0 million.

Sources of Capital and Capital Requirements

NCM, Inc.’s primary source of liquidity and capital resources is the quarterly available cash distributions from NCM LLC as well as its existing cash balances and marketable securities, which as of March 27, 2014 were $76.8 million (excluding NCM LLC). NCM LLC’s primary sources of liquidity and capital resources are its cash provided by operating activities, availability under its revolving credit facility and cash on hand.

Management believes that future funds generated from NCM LLC’s operations and cash on hand should be sufficient to fund working capital requirements, NCM LLC’s debt service requirements, and capital expenditure and other investing requirements, through the next twelve months. Cash flows generated by NCM LLC’s distributions to NCM, Inc. and the founding members can be impacted by the seasonality of advertising sales, stock option exercises, interest on borrowings under our revolving credit agreement and to a lesser extent theatre attendance.

 

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NCM LLC is required pursuant to the terms of the NCM LLC Operating Agreement to distribute its available cash, as defined in the operating agreement quarterly to its members (NCM LLC’s founding members and NCM, Inc.). The available cash distribution to the members of NCM LLC for the three months ended March 27, 2014 (which will be made during the second quarter of 2014) was $11.5 million, of which $5.3 million will be distributed to NCM, Inc. NCM, Inc. expects to use cash received from the available cash distributions and its cash balances to fund income taxes, payments associated with the tax receivable agreement with NCM LLC’s founding members and current and future dividends as declared by the Board of Directors, including a dividend declared on April 30, 2014 of $0.22 per share (approximately $12.9 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 May 19, 2014 to be paid on June 2, 2014. Distributions from NCM LLC and NCM, Inc. cash balances should be sufficient to fund the above listed items for the foreseeable future at the discretion of the Board of Directors dependent on anticipated cash needs, overall financial condition, future prospects for earnings, available cash and cash flows as well as other relevant factors.

Critical Accounting Policies

For a discussion of accounting policies that we consider critical to our business operations and understanding of our results of operations, and that affect the more significant judgments and estimates used in the preparation of our unaudited Condensed Consolidated Financial Statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” contained in our annual report on Form 10-K filed for the fiscal year ended December 26, 2013 and incorporated by reference herein. As of March 27, 2014, there were no significant changes in those critical accounting policies.

Recent Accounting Pronouncements

The Company has considered all 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.

Related Party Transactions

For a discussion of related party transactions, see the information provided under Note 4— Related Party Transactions to the unaudited Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q.

Off-Balance Sheet Arrangements

Our operating lease obligations, which primarily include office leases, are not reflected on our balance sheet. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual and Other Obligations” contained in our annual report on Form 10-K for the fiscal year ended December 26, 2013 and incorporated by reference herein. We do not believe these arrangements are material to our current or future financial condition, results of operations, liquidity, capital resources or capital expenditures.

Contractual and Other Obligations

There were no material changes to our contractual obligations during the three months ended March 27, 2014.

Seasonality

Our revenue and operating results are seasonal in nature, coinciding with the timing of marketing expenditures by our advertising clients and to a lesser extent the attendance patterns within the film exhibition industry. Both advertising expenditures and theatre attendance tend to be higher during the second, third, and fourth fiscal quarters. Advertising revenue is primarily correlated with new product releases, advertising client marketing priorities and economic cycles and to a lesser extent theatre attendance levels. The actual quarterly results for each quarter could differ materially depending on these factors or other risks and uncertainties. Based on our historical experience, our first quarter typically has less revenue than the other quarters of a given year due primarily to lower advertising client demand and lower theatre industry attendance levels. Accordingly, there can be no assurances that seasonal variations will not materially affect our results of operations in the future.

 

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The following table reflects the quarterly percentage of total revenue for the fiscal years ended 2010, 2011, 2012 and 2013.

 

     First     Second     Third     Fourth  
     Quarter     Quarter     Quarter     Quarter  

FY 2010

     19.8     23.2     29.4     27.6

FY 2011

     16.3     26.2     31.2     26.3

FY 2012

     17.6     24.5     32.1     25.8

FY 2013

     17.8     26.5     29.2     26.5

The following table reflects the quarterly percentage of total advertising revenue for the fiscal years ended 2010, 2011, 2012 and 2013.

 

     First     Second     Third     Fourth  
     Quarter     Quarter     Quarter     Quarter  

FY 2010

     17.9     23.7     31.0     27.4

FY 2011

     15.3     25.5     32.9     26.3

FY 2012

     16.2     24.7     33.7     25.4

FY 2013

     17.3     27.4     29.9     25.4

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary market risk to which we are exposed is interest rate risk. The Senior Unsecured Notes and the Senior Secured Notes are at fixed rates, and therefore are not subject to market risk. As of March 27, 2014, the only interest rate risk that we are exposed to is related to our $124.0 million revolving credit facility and our $270.0 million term loan. A 100 basis point fluctuation in market interest rates underlying our term loan and revolving credit facility would have the effect of increasing or decreasing our cash interest expense by approximately $3.1 million for an annual period on the $37.0 million revolving credit balance and $270.0 million term loan outstanding as of March 27, 2014. For a discussion of market risks, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” contained in our annual report on Form 10-K for the fiscal year ended December 26, 2013 and incorporated by reference herein.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including the Chief Executive Officer (principal executive officer) and Senior Vice President, Finance and Interim Co-Chief Financial Officer (principal financial officer) as appropriate to allow timely decisions regarding required disclosure. As of March 27, 2014, our management evaluated, with the participation of the Chief Executive Officer and Senior Vice President, Finance and Interim Co-Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures as of March 27, 2014 were effective.

There have been no changes in the Company’s internal controls over financial reporting that occurred during the three months ended March 27, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are sometimes involved in legal proceedings arising in the ordinary course of business. We are not aware of any litigation currently pending that would have a material adverse effect on our operating results or financial condition.

 

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Table of Contents

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed in our annual report on Form 10-K filed with the SEC on February 21, 2014 for the fiscal year ended December 26, 2013, except as noted below.

On May 5, 2014, NCM, Inc., Screenvision and certain of their affiliates entered into the Merger Agreement, as described in Note 10 – Subsequent Events to the unaudited Condensed Consolidated Financial Statements in this report.

The closing and consummation of the Merger with Screenvision is subject to regulatory approval and the satisfaction of certain conditions, and we cannot predict whether the necessary conditions will be satisfied or waived and the requisite regulatory approvals received.

The completion of the merger with Screenvision is subject to regulatory approvals, including antitrust approval, and customary conditions, including, without limitation:

 

    the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

    the accuracy of the representations and warranties in the Merger Agreement and compliance with the respective covenants of the parties, subject to certain qualifiers;

 

    the absence of any law or injunction that prohibits the consummation of the Merger; and

 

    the absence of a material adverse effect on Screenvision or NCM, Inc.

NCM, Inc. and Screenvision may fail to secure the requisite approvals in a timely manner or on terms desired or anticipated, and the merger with Screenvision may not close in the anticipated time frame, if at all. NCM, Inc. has no control over certain conditions in the merger agreement, and cannot predict whether such conditions will be satisfied or waived. Regulatory authorities may impose conditions on the completion of the merger or require changes to the terms of the transaction. Such conditions or changes may prevent the closing of the merger or cause the merger to be delayed, and delays may cause NCM, Inc. to incur additional, potentially burdensome transaction costs.

Termination of the Merger Agreement or failure to consummate the Merger with Screenvision could require NCM, Inc. to make a termination payment of $28.84 million, which could adversely impact NCM, Inc.’s stock price and would adversely impact NCM, Inc.’s liquidity and financial condition.

The Merger Agreement contains certain termination rights, including the right of either party to terminate the Merger Agreement upon the material breach of covenants or representations by the other. Furthermore, if the Merger Agreement is terminated due to a failure to obtain required antitrust approvals, in certain circumstances NCM, Inc. will be required to pay Screenvision a termination fee of $28.84 million. NCM LLC will bear a pro rata portion of this fee. The payment of such fee could have an adverse impact on our liquidity and financial condition. In addition, if the Merger Agreement is terminated, we may suffer other negative consequences. We will incur substantial expenses and costs related to the Merger, whether or not it is consummated, including legal, accounting and advisory fees. Also, failure to consummate the merger may result in negative market reactions, and may have an adverse impact on NCM, Inc.’s stock price and future financial results.

The pending merger and our current pre-merger integration planning efforts may divert resources from our management’s day-to-day operations and ongoing efforts related to other strategies and initiatives.

The pending merger and our current pre-merger integration planning efforts may divert our management’s attention from day-to-day business operations and the execution and pursuit of strategic plans and initiatives. The diversion of management attention from ongoing business operations and strategic efforts could result in performance shortfalls, which could adversely impact NCM, Inc.’s business and operations.

The integration of the businesses of NCM LLC and Screenvision may be more difficult, costly or time consuming than expected, and the Merger may not result in any or all of the anticipated benefits, including cost synergies.

Although under no obligation to do so, following the Merger, NCM, Inc. expects to contribute the Screenvision business to NCM LLC. The success of combining Screenvision’s business with NCM LLC, including the realization of the anticipated benefits, will depend, in part, on the ability of the combined company to successfully integrate the two businesses. Failure to effectively integrate the businesses could adversely impact the expected benefits of the Merger, including cost synergies stemming from overlapping sales, general and administrative functions. The integration of two large independent companies will be complex, and we will be required to devote significant management attention and incur substantial costs to integrate NCM LLC’s and Screenvision’s business practices, policies, cultures and operations. The integration process could also result in the loss of key employees, and the disruption of each company’s ongoing businesses, which could materially impact the combined company’s future financial results.

 

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Table of Contents

Furthermore, during the integration planning process and after the closing of the Merger, we may encounter additional challenges and difficulties, including those related to, without limitation, managing a larger combined company; consolidating corporate and administrative infrastructures and eliminating overlapping operations; retaining our existing advertisers and customers; unanticipated issues in integrating our networks and information technology, communications and other systems; and unforeseen and unexpected liabilities related to the merger or Screenvision’s business. Delays encountered in the integration could adversely impact the business, financial condition and operations of the combined company.

Consummation of the merger will require NCM, Inc. to incur significant additional indebtedness, which could adversely impact our financial condition and may hinder our ability to obtain additional financing and pursue other business and investment opportunities.

In connection with the Merger, NCM, Inc. will obtain additional financing for the cash portion of the purchase price of $225 million plus transaction fees. If, as anticipated, NCM, Inc. contributes Screenvision to NCM LLC, it is assumed that the debt also will be transferred to NCM LLC. Incurrence of additional indebtedness could have negative consequences, including increasing our vulnerability to adverse economic and industry conditions, and limiting our ability to obtain additional financing and implement and pursue strategic initiatives and opportunities. Additionally, if we do not achieve the expected benefits and cost savings from the Merger with Screenvision, or if the financial performance of NCM, Inc., as the combined company, does not meet current expectations, then our ability to service the debt may be adversely impacted. NCM LLC’s credit ratings may also be impacted as a result of the incurrence of additional acquisition-related indebtedness.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information about shares delivered to the Company from restricted stock held by Company employees upon vesting for purpose of funding the recipient’s tax withholding obligations.

 

     Issuer Purchases of Securities  

Period

   (a)
Total
Number of
Shares
Purchased
     (b)
Average
Price
Paid Per
Share
     (c)
Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans or
Programs
     (d)
Maximum Number (or
Approximate Dollar
Value) of Shares that
may yet be Purchased
under the Plans or
Programs
 

December 27, 2013 through January 23, 2014

     24,850       $ 19.13         —           N/A   

January 24, 2014 through February 27, 2014

     54,797       $ 15.60         —           N/A   

February 28, 2014 through March 27, 2014

     20       $ 15.06         —           N/A   

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

 

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Table of Contents

Item 6. Exhibits

 

Exhibit

  

Reference

 

Description

  10.1    *   Form of 2014 Restricted Stock Agreement (Time Based) +
  10.2    *   Form of 2014 Restricted Stock Agreement (Performance Based) +
  31.1    *   Rule 13a-14(a) Certification of Chief Executive Officer.
  31.2    *   Rule 13a-14(a) Certification of Principal Financial Officer.
  32.1    **   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
  32.2    **   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS    *   XBRL Instance Document
101.SCH    *   XBRL Taxonomy Extension Schema Document
101.CAL    *   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    *   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    *   XBRL Taxonomy Extension Label Linkbase Document
101.PRE    *   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.
** Furnished herewith.
+ Management contract.

 

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Table of Contents

SIGNATURES

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

 

   

NATIONAL CINEMEDIA, INC.

(Registrant)

Date: May 6, 2014      

/s/ Kurt C. Hall

      Kurt C. Hall
      President and Chief Executive Officer
      (Principal Executive Officer)
Date: May 6, 2014      

/s/ David J. Oddo

      David J. Oddo
     

Senior Vice President, Finance and Interim Co-Chief

Financial Officer (Principal Financial Officer)

Date: May 6, 2014      

/s/ Jeffrey T. Cabot

      Jeffrey T. Cabot
     

Senior Vice President, Controller and Interim Co-Chief

Financial Officer (Principal Accounting Officer)

 

37

Exhibit 10.1

NATIONAL CINEMEDIA, INC.

2007 EQUITY INCENTIVE PLAN

2014 RESTRICTED STOCK AGREEMENT

The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company” ), granted shares of Restricted Stock to be issued under the National CineMedia, Inc. 2007 Equity Incentive Plan, as amended (the “Plan” ), to the Grantee named below. This Restricted Stock Agreement (the “Agreement” ) evidences the terms of the Company’s grant of Restricted Stock. Any capitalized term in this Agreement shall have the meaning assigned to it in this Agreement or in the Plan, as applicable.

A. NOTICE OF GRANT

Name of Grantee:

Number of shares of Restricted Stock:

Grant Date:

Vesting Schedule: Except as provided otherwise in this Agreement or the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), subject to Grantee’s continuous Service, the Restricted Stock shall vest and the restrictions set forth in Section 2 of this Agreement shall lapse as follows:

 

Service Vesting Date

   Percentage of
Shares that Vest
    Number of
Shares that Vest
     33.3 %  
     33.3 %  
     33.4 %  

B. RESTRICTED STOCK AGREEMENT

1. Grant and Issuance of Restricted Stock. Subject to the terms and conditions of this Agreement and the Plan, the Company granted to Grantee, the number of shares of Restricted Stock set forth in the Notice of Grant, effective on the Grant Date set forth in the Notice of Grant, and subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern.

2. Forfeiture Restrictions . Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, the Restricted Stock for the period commencing on the Grant Date and ending on the Vesting Date (the “Restriction Period” ). Upon vesting on the Vesting Date, the restrictions in this Section 2 shall lapse and Grantee may transfer the shares of Stock in accordance with applicable securities law requirements and the Company’s policies and procedures.


3. Vesting; Lapse of Restrictions . Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), if Grantee has been in continuous Service since the Grant Date, the Restricted Stock shall vest as set forth on the Vesting Schedule in the Notice of Grant. Grantee shall forfeit the unvested portion of the Restricted Stock.

4. Termination of Service. If Grantee terminates Service prior to the Vesting Date on account of death, Disability, or termination by the Company other than for Cause, Grantee shall be entitled to retain a percentage of the Restricted Stock (the “Retained Shares” ) equal to the ratio that the number of days of Service of Grantee during the Vesting Period bears to the total number of days in the Vesting Period. The Retained Shares of Restricted Stock shall immediately vest on the date Grantee terminates Service and the remaining shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service. If Grantee terminates Service prior to the Vesting Date as a result of termination by the Company for Cause or voluntary termination by Grantee, all unvested shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service. Upon forfeiture of the shares of Restricted Stock, Grantee shall have no further rights with respect to such shares, including but not limited to any right to vote the shares or any right to receive dividends. Section 14.2 of the Plan provides for accelerated vesting with respect to certain terminations in connection with a Change of Control.

5. Leave of Absence. For purposes of the Restricted Stock, Service does not terminate when Grantee goes on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, Service will be treated as terminating 90 days after Grantee went on the approved leave, unless Grantee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends unless Grantee immediately returns to active Service. The Committee determines, in its sole discretion, which leaves of absence count for this purpose, and when Service terminates for all purposes under the Plan.

6. Dividends. During the Restriction Period, regular and special or extraordinary cash dividends declared and paid with respect to shares of Restricted Stock shall be retained by the Company and shall be subject to the same vesting requirements as specified in the Notice of Grant above. Any retained dividends to which Grantee becomes entitled upon vesting on the Vesting Date shall be paid to Grantee on the Vesting Date, but in no event later than March 15 of the year following the calendar year when the shares vest.

7. Purchase and Delivery of Shares. Grantee shall be required, to the extent required by applicable law, to purchase the shares of Restricted Stock from the Company at the aggregate par value of the shares of Stock represented by such Restricted Stock (the “Purchase Price” ). The Purchase Price shall be payable in cash or in cash equivalents acceptable to the Company. Upon the expiration or termination of the Restriction Period, the restrictions applicable to Restricted Stock shall lapse, and, a certificate for such shares of Stock shall be delivered, free of all such restrictions, to Grantee or Grantee’s beneficiary or estate, as the case may be. Notwithstanding anything in this Agreement to the contrary, the Company may elect to satisfy any requirement for the delivery of stock certificates hereunder through the use of book-entry.

 

2


8. Enforcement of Restrictions. All certificates representing shares of Restricted Stock shall include applicable restrictive legends regarding restrictions on transfer and compliance with securities law requirements, as determined by the Committee.

9. Tax Withholding. The Company or any Affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment of any shares of Stock or dividends. By accepting this Agreement, Grantee hereby authorizes the Company to withhold from fully vested shares of Stock otherwise deliverable to Grantee a number of whole shares of Stock necessary to satisfy the Company’s required tax withholding with respect to the Award and to deduct any remaining amount due from any payments due to Grantee.

Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering: (a) a cashiers check or other check acceptable to the Company; or (b) whole shares of Stock already owned by Grantee, in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check or shares shall be irrevocable, made in writing, signed by Grantee and delivered to the General Counsel of the Company at least 30 days before the scheduled vesting date, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.

Any shares delivered or withheld shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The Fair Market Value of the shares used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements.

10. Effect of Prohibited Transfer. If any transfer of shares is made or attempted to be made contrary to the terms of this Agreement, the Company shall have the right to acquire for its own account, without the payment of any consideration, such shares from the owner thereof or his transferee, at any time before or after such prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available. The Company may refuse for any purpose to recognize any transferee who receives shares contrary to the provisions of this Agreement as a stockholder of the Company and may retain and/or recover all dividends on such shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.

11. Investment Representations. The Committee may require Grantee (or Grantee’s estate or heirs) to represent and warrant in writing that the individual is acquiring the shares of Stock for investment and without any present intention to sell or distribute such shares and to make such other representations as are deemed necessary or appropriate by the Company and its counsel.

 

3


12. Continued Service. Neither the grant of shares of Restricted Stock nor this Agreement gives Grantee the right to continue Service with the Company or its Affiliates in any capacity. The Company and its Affiliates reserve the right to terminate Grantee’s Service at any time and for any reason not prohibited by law.

13. Governing Law. The validity and construction of this Agreement and the Plan shall be construed in accordance with and governed by the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and this Agreement to the substantive laws of any other jurisdiction.

14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

15. Tax Treatment; Section 83(b); Section 409A . Grantee may incur tax liability as a result of the vesting of shares of Restricted Stock, the payment of dividends or the disposition of shares of Stock. Grantee should consult his or her own tax adviser for tax advice.

Grantee hereby acknowledges that Grantee has been informed that he or she may file with the Internal Revenue Service, within 30 days of the Grant Date, an irrevocable election pursuant to Section 83(b) of the Code to be taxed as of the Grant Date on the amount by which the Fair Market Value of the Restricted Stock on that date exceeds the Purchase Price. If Grantee chooses to file an election under Section 83(b) of the Code, Grantee hereby agrees to promptly deliver a copy of any such election to the Chief Financial Officer of the Company (or his designee).

Grantee acknowledges that the Committee, in the exercise of its sole discretion and without Grantee’s consent, may amend or modify this Agreement in any manner and delay the payment of any amounts payable pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Code. The Company will provide Grantee with notice of any such amendment or modification.

16. Amendment. The terms and conditions set forth in this Agreement may only be amended by the written consent of the Company and Grantee, except to the extent set forth in Section 14 regarding Section 409A of the Code and any other provision set forth in the Plan.

17. 2007 Equity Incentive Plan. The shares of Restricted Stock and payment of dividends granted hereunder shall be subject to such additional terms and conditions as may be imposed under the terms of the Plan, a copy of which has been provided to Grantee. A copy of the Prospectus for the 2007 Equity Incentive Plan shall also be provided to Grantee.

 

NATIONAL CINEMEDIA, INC.
By:   /s/ Kurt C. Hall
  Kurt C. Hall
  President and Chief Executive Officer
Date:    

 

4

Exhibit 10.2

NATIONAL CINEMEDIA, INC.

2007 EQUITY INCENTIVE PLAN

2014 RESTRICTED STOCK AGREEMENT

Performance Period: Fiscal Year 2014 – Fiscal Year 2016

The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company” ), granted shares of Restricted Stock to be issued under the National CineMedia, Inc. 2007 Equity Incentive Plan, as amended (the “Plan” ), as well as the possible right to be issued additional shares of Stock (the “Additional Shares” ), to the Grantee named below. This Restricted Stock Agreement (the “Agreement” ) evidences the terms of the Company’s grant of Restricted Stock, and the possible grant of Additional Shares, to Grantee. Any capitalized term in this Agreement shall have the meaning assigned to it in this Agreement or in the Plan, as applicable.

A. NOTICE OF GRANT

Name of Grantee:

Number of shares of Restricted Stock:

Grant Date:

Vesting Schedule: Except as provided otherwise in this Agreement or the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), and subject to Grantee’s continuous Service as provided herein, the Restricted Stock shall vest and the restrictions set forth in Section 2 of this Agreement shall lapse in accordance with the following provisions. The Restricted Stock shall vest if, and only to the extent that, the Company achieves specified cumulative “Free Cash Flow” (defined as OIBDA, subject to certain adjustments, minus Capital) ( “Free Cash Flow” ) targets (the “Free Cash Flow Target” ) at the end of the three-year period ending on the last day of the Company’s 2016 fiscal year (the “Measuring Period” ). The extent to which the Company achieves the Free Cash Flow Target shall be determined by the Compensation Committee. The actual Free Cash Flow Target shall be established by the Committee within the time period required by Section 162(m) of the Code and the Committee shall certify in writing prior to the vesting date specified below the extent to which the Free Cash Flow Target for the Measuring Period was met. If the Company achieves 100% of the Free Cash Flow Target at the end of the Measuring Period, Grantee shall vest in 100% of the number of shares of Restricted Stock set forth above. If the actual Free Cash Flow is less than 80% of the Free Cash Flow Target at the end of the Measuring Period, none of the shares of Restricted Stock shall vest. If the actual Free Cash Flow at the end of the Measuring Period is 80% of the Free Cash Flow Target, Grantee shall vest in 25% of the number of shares of Restricted Stock set forth above. If the actual Free Cash Flow at the end of the Measuring Period is between 80% and 100% of the Free Cash Flow Target, Grantee shall vest in between 25% and 100% of the number of shares of Restricted Stock set forth above by interpolating the percentage of Free Cash Flow actually achieved as it relates to the difference between the number of shares of Restricted Stock that vest


at 100% of Free Cash Flow Target and the number of shares of Restricted Stock that vest at 80% of Free Cash Flow Target. By way of example, if the actual cumulative Free Cash Flow achieved is at 95% of Free Cash Flow Target, Grantee would vest in 90% of the number of shares of Restricted Stock set forth above.

Grant of Additional Shares of Stock: If the actual cumulative Free Cash Flow achieved at the end of the Measuring Period is in excess of 100% of Free Cash Flow Target, Grantee (if otherwise vested) shall be entitled to receive a grant and issuance of Additional Shares of Stock. If the actual cumulative Free Cash Flow achieved at the end of the Measuring Period is 110% or more of Free Cash Flow Target, Grantee (if otherwise vested) shall be entitled to receive a grant and issuance of Additional Shares of Stock equal to 50% of the number of shares of Restricted Stock set forth above. If the actual cumulative Free Cash Flow achieved at the end of the Measuring Period is below 110% of Free Cash Flow Target but in excess of 100% of Free Cash Flow Target, Grantee (if otherwise vested) shall receive a number of shares of Additional Stock determined by interpolating between the number of shares of Restricted Stock that vest upon 100% of Free Cash Flow Target and 150% of that number of shares of Stock. By way of example, if the actual cumulative Free Cash Flow at the end of the Measuring Period is 105% of Free Cash Flow Target, Grantee (if otherwise vested) would receive a number of shares of Additional Stock equal to 25% of the number of shares of Restricted Stock set forth above. Grantee shall have no rights as a stockholder of the Company until Grantee becomes the holder of record of any shares of Additional Stock. If Grantee terminates Service prior to the Vesting Date, Grantee shall be entitled to receive a portion of the shares of Additional Stock otherwise issuable, under the same circumstances and determined in the same manner as the number of shares of Retained Shares which vest upon the Vesting Date as set forth below in Section 3 of the Restricted Stock Agreement.

Time of Vesting of Restricted Stock and Grant of Additional Shares: If the actual cumulative Free Cash Flow at the end of the Measuring Period is at least 80% of Free Cash Flow Target, the number of shares of Restricted Stock shall vest as described above on the 60 th day (the “Vesting Date” ) following the last day of the Measuring Period. If the actual cumulative Free Cash Flow exceeds 100% of Free Cash Flow Target at the end of the Measuring Period, Grantee shall be entitled to the issuance of Additional Shares of Stock as described above. The Additional Shares shall be issued to Grantee on or as soon as practicable after the Vesting Date and in all events no later than March 15, 2017.

B. RESTRICTED STOCK AGREEMENT

1. Grant and Issuance of Restricted Stock. Subject to the terms and conditions of this Agreement and the Plan, the Company granted to Grantee, the number of shares of Restricted Stock set forth in the Notice of Grant, effective on the Grant Date set forth in the Notice of Grant, and subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern.

 

2


2. Forfeiture Restrictions . Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, the Restricted Stock for the period commencing on the Grant Date and ending on the Vesting Date (the “Restriction Period” ). Upon vesting on the Vesting Date, the restrictions in this Section 2 shall lapse and Grantee may transfer the shares of Stock in accordance with applicable securities law requirements and the Company’s policies and procedures. The Additional Shares, upon issuance, shall not be subject to the restrictions contained in the first sentence of this Section 2 but shall be subject to the other restrictions and requirements set forth in the immediately preceding sentence.

3. Vesting; Lapse of Restrictions . Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), the Restricted Stock shall vest as set forth on the Vesting Schedule in the Notice of Grant. Grantee shall forfeit the unvested portion of the Restricted Stock. If Grantee terminates Service prior to the Vesting Date on account of death, Disability, or termination by the Company other than for Cause, Grantee shall be entitled to retain a percentage of the Restricted Stock (the “Retained Shares” ) equal to the ratio that the number of days of Service of Grantee during the Vesting Period bears to the total number of days in the Vesting Period. The Retained Shares of Restricted Stock shall vest in accordance with the vesting schedule set forth in the Notice of Grant as though the Retained Shares were the number of shares of Restricted Stock set forth in the Notice of Grant and the remaining shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service. If Grantee terminates Service prior to the Vesting Date as a result of termination by the Company for Cause or voluntary termination by Grantee, all shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service and Grantee shall have no right to receive any Additional Shares of Stock.

4. Leave of Absence. For purposes of the Restricted Stock, Service does not terminate when Grantee goes on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, Service will be treated as terminating 90 days after Grantee went on the approved leave, unless Grantee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends unless Grantee immediately returns to active Service. The Committee determines, in its sole discretion, which leaves of absence count for this purpose, and when Service terminates for all purposes under the Plan.

5. Dividends. During the Restriction Period, regular and special or extraordinary cash dividends declared and paid with respect to shares of Restricted Stock shall be retained by the Company and shall be subject to the same vesting requirements as specified in the Notice of Grant above. Any retained dividends to which Grantee becomes entitled upon vesting on the Vesting Date following the end of the Measuring Period shall be paid by Grantee on the Vesting Date, but in no event later than March 15, 2017.

6. Purchase and Delivery of Shares. Grantee shall be required, to the extent required by applicable law, to purchase the shares of Restricted Stock from the Company at the aggregate par value of the shares of Stock represented by such Restricted Stock (the “Purchase Price” ). The Purchase Price shall be payable in cash or in cash equivalents acceptable to the Company. Upon the expiration or termination of the Restriction Period, the restrictions applicable to Restricted Stock shall lapse, and, a certificate for such shares of Stock shall be

 

3


delivered, free of all such restrictions, to Grantee or Grantee’s beneficiary or estate, as the case may be. Notwithstanding anything in this Agreement to the contrary, the Company may elect to satisfy any requirement for the delivery of stock certificates hereunder through the use of book-entry.

7. Enforcement of Restrictions. All certificates representing shares of Restricted Stock shall include applicable restrictive legends regarding restrictions on transfer and compliance with securities law requirements, as determined by the Committee.

8. Tax Withholding. The Company or any Affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment of any shares of Stock or dividends. By accepting this Agreement, Grantee hereby authorizes the Company to withhold from fully vested shares of Stock otherwise deliverable to Grantee a number of whole shares of Stock necessary to satisfy the Company’s required tax withholding with respect to the Award and to deduct any remaining amount due from any payments due to Grantee.

Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering: (a) a cashiers check or other check acceptable to the Company; or (b) whole shares of Stock already owned by Grantee, in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check or shares shall be irrevocable, made in writing, signed by Grantee and delivered to the General Counsel of the Company at least 30 days before the scheduled vesting date, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.

Any shares delivered or withheld shall have an aggregate Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The Fair Market Value of the shares used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements.

9. Effect of Prohibited Transfer. If any transfer of shares is made or attempted to be made contrary to the terms of this Agreement, the Company shall have the right to acquire for its own account, without the payment of any consideration, such shares from the owner thereof or his transferee, at any time before or after such prohibited transfer. In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available. The Company may refuse for any purpose to recognize any transferee who receives shares contrary to the provisions of this Agreement as a stockholder of the Company and may retain and/or recover all dividends on such shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.

10. Investment Representations. The Committee may require Grantee (or Grantee’s estate or heirs) to represent and warrant in writing that the individual is acquiring the shares of Stock for investment and without any present intention to sell or distribute such shares and to make such other representations as are deemed necessary or appropriate by the Company and its counsel.

 

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11. Continued Service. Neither the grant of shares of Restricted Stock nor this Agreement gives Grantee the right to continue Service with the Company or its Affiliates in any capacity. The Company and its Affiliates reserve the right to terminate Grantee’s Service at any time and for any reason not prohibited by law.

12. Governing Law. The validity and construction of this Agreement and the Plan shall be construed in accordance with and governed by the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and this Agreement to the substantive laws of any other jurisdiction.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

14. Tax Treatment; Section 83(b); Section 409A . Grantee may incur tax liability as a result of the vesting of shares of Restricted Stock, the issuance of Additional Shares, the payment of dividends or the disposition of shares of Stock. Grantee should consult his or her own tax adviser for tax advice.

Grantee hereby acknowledges that Grantee has been informed that he or she may file with the Internal Revenue Service, within 30 days of the Grant Date, an irrevocable election pursuant to Section 83(b) of the Code to be taxed as of the Grant Date on the amount by which the Fair Market Value of the Restricted Stock on that date exceeds the Purchase Price. If Grantee chooses to file an election under Section 83(b) of the Code, Grantee hereby agrees to promptly deliver a copy of any such election to the Chief Financial Officer of the Company (or his designee).

Grantee acknowledges that the Committee, in the exercise of its sole discretion and without Grantee’s consent, may amend or modify this Agreement in any manner and delay the payment of any amounts payable pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Code. The Company will provide Grantee with notice of any such amendment or modification.

15. Amendment. The terms and conditions set forth in this Agreement may only be amended by the written consent of the Company and Grantee, except to the extent set forth in Section 14 regarding Section 409A of the Code and any other provision set forth in the Plan.

16. 2007 Equity Incentive Plan. The shares of Restricted Stock and payment of dividends granted hereunder shall be subject to such additional terms and conditions as may be imposed under the terms of the Plan, a copy of which has been provided to Grantee. A copy of the Prospectus for the 2007 Equity Incentive Plan shall also be provided to Grantee.

 

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NATIONAL CINEMEDIA, INC.
By:   /s/ Kurt C. Hall
  Kurt C. Hall
  President and Chief Executive Officer
Date:    

 

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Exhibit 31.1

CERTIFICATIONS

I, Kurt C. Hall, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of National CineMedia, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

 

/s/ Kurt C. Hall

Kurt C. Hall
President, Chief Executive Officer and Chairman
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, David J. Oddo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of National CineMedia, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

 

/s/ David J. Oddo

David J. Oddo
Senior Vice President, Finance and Interim Co-Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending March 27, 2014 (the “Report”) of National CineMedia, Inc. (the “Registrant”) as filed with the Securities and Exchange Commission on the date hereof, I, Kurt C. Hall, the President, Chief Executive Officer and Chairman of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: May 6, 2014

 

/s/ Kurt C. Hall

Kurt C. Hall
President, Chief Executive Officer and Chairman
(Principal Executive Officer)

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ending March 27, 2014 (the “Report”) of National CineMedia, Inc. (the “Registrant”) as filed with the Securities and Exchange Commission on the date hereof, I, David J. Oddo, the Senior Vice President, Finance and Interim Co-Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: May 6, 2014

 

/s/ David J. Oddo

David J. Oddo
Senior Vice President, Finance and Interim Co-Chief Financial Officer
(Principal Financial Officer)

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.