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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: November 8, 2007
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-33296 20-5665602
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(Address of principal executive offices, including zip code)
(303) 792-3600
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On November 8, 2007, National CineMedia, Inc. issued a press release
announcing its financial results for the quarter ended September 27, 2007. A
copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release of National CineMedia, Inc. dated
November 8, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL CINEMEDIA, INC.
Dated: November 8, 2007 By: /s/ Ralph E. Hardy
----------------------------------------
Ralph E. Hardy
Executive Vice President, General
Counsel and Secretary
Exhibit 99.1
National CineMedia, Inc. Reports
Results for Third Quarter Fiscal 2007
Announces Quarterly Cash Dividend
CENTENNIAL, Colo.--(BUSINESS WIRE)--Nov. 8, 2007--National
CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and
owner of 44.8% of National CineMedia, LLC (NCM LLC), the operator of
the largest digital in-theatre network in North America, today
announced consolidated results for the third fiscal quarter ended
September 27, 2007.
Total revenue for the third quarter 2007 increased 60.8% to $97.6
million from $60.7 million for the comparable quarter last year. Total
advertising revenue for the third quarter 2007 increased 66.3% to
$91.3 million from $54.9 million for the comparable quarter last year.
The year-over-year quarterly increase in revenue was primarily driven
by payments associated with founding member beverage agreements,
increase in national advertising inventory utilization to 93.1% from
81.6% in the comparable quarter last year, strong growth in local and
regional advertising sales, an increase in non-inventory on-screen and
lobby revenue and a 17.9% increase in founding member attendance. The
increase in founding member attendance related primarily to an
approximate 9% increase in screens associated with a pre-IPO
acquisition and favorable film mix.
Net income for the third quarter 2007 was $9.2 million, or $0.22
per diluted share, compared to a net loss of $0.6 million in the
comparable quarter last year. The improvement was due primarily to
higher revenue and the decrease in payments to NCM LLC's founding
member theatre circuits after the IPO, partially offset by higher
operating costs and selling and marketing costs associated with the
increased revenue, higher interest expense due to the debt financing
incurred in conjunction with the IPO, provision for income taxes,
minority interest and increased administrative costs associated with
being a public company.
The Company also announced today that its Board of Directors has
authorized the Company's third quarter cash dividend of $0.15 per
share of common stock, payable on December 6, 2007, to stockholders of
record on November 21, 2007.
Commenting on the third quarter results, Chairman and CEO Kurt
Hall said, "We had another very strong quarter as our management and
sales teams made significant progress in a number of key strategic
areas. Most notably we increased our advertising inventory utilization
by broadening our advertising base and expanding expenditures from
existing clients and expanded our digital advertising and Fathom
networks. This progress is reflected in our operating results as
revenue and margin growth exceeded expectations." Mr. Hall concluded,
"I am very optimistic about the growth of our business as we continue
to benefit from the shifts in media spending towards highly effective
and measurable digital media platforms."
Nine Months Ended September 27, 2007
The Company completed its initial public offering (IPO) of stock
and NCM LLC completed its debt financing on February 13, 2007 and thus
these historical results for the nine moths ended September 27, 2007
are divided into two periods, pre-IPO from December 29, 2006 thru
February 12, 2007 for its predecessor NCM LLC, and post-IPO from
February 13, 2007 thru September 27, 2007 for its consolidated results
after the acquisition of its interest in NCM LLC. The pre-IPO results
do not reflect the agreements and transactions associated with the IPO
and debt financing.
For the nine months ended September 27, 2007, total revenue was
$213.7 million for the post-IPO period and $23.6 million for the
pre-IPO period, compared to $145.2 million in the entire nine months
ended September 28, 2006.
For the nine months ended September 27, 2007 net income for the
post-IPO period was $16.6 million and the net loss for the pre-IPO
period was $4.2 million, compared to a net loss of $11.2 million in
the entire nine month period ended September 28, 2006.
Pro Forma Financial Information
In connection with the completion of the Company's initial public
offering of stock, the Company acquired its 44.8% interest in NCM LLC
and the Company and NCM LLC entered into several new agreements (the
"IPO Transaction"). The Company and NCM LLC's founding members (AMC,
Cinemark and Regal) entered into the amended LLC operating agreement
and NCM LLC entered into the restated exhibitor services agreements,
the Loews integration agreement with AMC and an $805.0 million senior
secured credit facility with a group of lenders, of which $768.0
million was outstanding at September 27, 2007.
In order to facilitate additional comparative analysis between
periods, set forth below is pro forma financial information for the
third quarter of fiscal 2006 and first nine months of fiscal 2006 and
fiscal 2007 that reflect the IPO Transaction as if it had become
effective on December 30, 2005. All pro forma amounts exclude payments
from AMC associated with the Loews integration agreement as those
amounts are recorded directly to the equity accounts. The actual
amount related to the Loews integration agreement for the quarter
ended September 27, 2007 was $3.8 million and the pro forma amount for
the nine month period ended September 27, 2007 was $8.0 million.
Total pro forma revenue for the third quarter 2007 grew 32.1% to
$97.6 million from total pro forma revenue of $73.9 million for the
comparable quarter last year. Pro forma advertising revenue increased
32.5% to $91.3 million from pro forma advertising revenue of $68.9
million for the comparable quarter last year due to an increase in
both national inventory utilization and local advertising time sold,
increase in non-inventory on-screen and lobby revenue and the increase
in founding member attendance. Pro forma meetings and events revenue
increased 29.2% to $6.2 million from total pro forma meetings and
events revenue of $4.8 million, due to an increase in concession and
film ticket sales. Pro forma adjusted EBITDA grew 34.5% to $56.5
million from pro forma adjusted EBITDA of $42.0 million in the third
quarter of 2006. Pro forma adjusted EBITDA as a percentage of total
pro forma revenue increased from 56.8% in the third quarter of 2006 to
57.9% in the current quarter.
Pro forma net income for the third quarter of 2007 grew to $9.2
million compared to pro forma net income for the third quarter of 2006
of $6.0, an increase of 53.3%. Pro forma earnings per diluted share
increased 37.5% to $0.22 per share for the third quarter of 2007
compared to pro forma earnings per diluted share of $0.16 per share
for the third quarter of 2006.
Total pro forma revenue for the nine months ended September 27,
2007 grew 29.4% to $243.4 million from $188.1 million for the
comparable period last year. Pro forma advertising revenue increased
27.7% to $223.9 million from $175.4 million for the comparable period
last year. Meetings and events pro forma revenue increased 55.2% to
$19.4 million. Pro forma adjusted EBITDA grew 37.7% to $128.9 million
from $93.6 million in the first nine months of 2006. Pro forma
adjusted EBITDA as a percentage of total pro forma revenue increased
from 49.8% in the first nine months of 2006 to 53.0% for the first
nine months of 2007.
Pro forma net income for the first nine months of 2007 grew to
$16.4 million compared to pro forma net income for the first nine
months of 2006 of $9.8 million, an increase of 67.3%. Pro forma
earnings per basic and diluted share increased 69.6% to $0.39 per
share for the first nine months of 2007 compared to $0.23 per share
for the first nine months of 2006.
Conference Call
The Company will host a conference call and audio webcast with
investors, analysts and other interested parties today at 5:00 P.M.
Eastern time. The live call can be accessed by dialing (888) 801-6506
or for international participants (913) 981-5557. Participants should
register at least 15 minutes prior to the commencement of the call.
Additionally, a live audio webcast will be available to interested
parties at www.ncm.com under the Investor Relations section.
Participants should allow at least 15 minutes prior to the
commencement of the call to register, download and install necessary
audio software.
The replay of the conference call will be available until midnight
Eastern time, November 22, 2007, by dialing (888) 203-1112 or for
international participants (719) 457-0820, and entering passcode
8220493.
EBITDA and Adjusted EBITDA
EBITDA, adjusted EBITDA and adjusted EBITDA margin are non-GAAP
financial measures used by management to measure operating
performance. EBITDA represents net income (loss) before net interest
expense, income tax benefit (provision), and depreciation and
amortization expense. Adjusted EBITDA excludes from EBITDA severance
plan costs, share based payment costs and deferred stock compensation.
Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by
total revenue. EBITDA, adjusted EBITDA and adjusted EBITDA margin are
important supplemental measures of operating performance because they
eliminate items that have less bearing on our operating performance
and so highlight trends in our core business that may not otherwise be
apparent when relying solely on generally accepted accounting
principles, or GAAP, financial measures. Because not all companies use
identical calculations, these presentations may not be comparable to
other similarly titled measures of other companies.
Pro Forma Non-GAAP Information
The unaudited pro forma financial information for the first nine
months of 2007 ended September 27, 2007 and the comparable period of
2006 is included for informational purposes only and does not purport
to reflect the Company's and NCM LLC's results of operations that
would have occurred had they operated as a separate, independent
company during the periods presented. The historical results of NCM
LLC have been affected by related party transactions as discussed more
fully in the Company's public filings with the Securities and Exchange
Commission. The pro forma financial information should not be relied
upon as being indicative of the Company's and NCM LLC's results of
operations had the transactions contemplated in connection with the
IPO Transaction been completed on the dates assumed. The pro forma
financial information also does not project the results of operations
for any future periods. The pro forma information is included because
the Company believes it provides the most meaningful basis for
comparison between periods.
About National CineMedia, Inc.
NCM LLC operates the largest digital in-theatre network in North
America through long-term agreements with its founding members, AMC
Entertainment Inc., Cinemark USA Inc. (NYSE: CNK) and Regal
Entertainment Group (NYSE: RGC), the three largest theatre operators
in the U.S., and through multi-year agreements with several other
theatre operators. NCM LLC produces and distributes its FirstLook pre
feature program; cinema and lobby advertising products; comprehensive
meeting and event services and other entertainment programming
content. NCM LLC's national network includes over 14,400 screens of
which over 12,600 are part of the Company's Digital Content Network
(DCN). NCM LLC's DCN covers 164 Designated Market Areas(R) (49 of the
top 50). During 2006 and the nine months ended September 27, 2007,
approximately 550 million and 423 million patrons, respectively,
attended movies shown in theatres owned by the NCM LLC founding
members (excluding Loews). National CineMedia, Inc. (NASDAQ: NCMI)
owns a 44.8% interest in and is the managing member of NCM LLC.
Forward Looking Statements
This press release contains various forward-looking statements
that reflect management's current expectations or beliefs regarding
future events, including statements regarding guidance and the
dividend policy. Investors are cautioned that reliance on these
forward-looking statements involves risks and uncertainties. Although
the Company believes that the assumptions used in the forward looking
statements are reasonable, any of these assumptions could prove to be
inaccurate and, as a result, actual results could differ materially
from those expressed or implied in the forward looking statements. The
factors that could cause actual results to differ materially from
those expressed or implied in the forward-looking statements are,
among others, 1) the level of expenditures on cinema advertising; 2)
increased competition for advertising expenditures; 3) technological
changes and innovations; 4) popularity of major motion picture
releases and level of theatre attendance; 5) shifts in population and
other demographics that affect theatre attendance; 6) our ability to
renew or replace expiring advertising and content contracts; 7) our
need for additional funding, risks and uncertainties relating to our
significant indebtedness; 8) fluctuations in operating costs; 9)
changes in interest rates, and 10) changes in accounting principles.
Please refer to the Company's Securities and Exchange Commission
filings for further information about these and other risks.
NATIONAL CINEMEDIA, INC.
Statement of Operations
Unaudited
($ in millions, except per share data)
Quarter Ended Quarter Ended
September 27, 2007 September 28, 2006
---------------------------------------
Revenue:
Advertising $ 91.3 $ 54.9
Administrative fees - founding
members - 0.8
Meetings and events 6.2 4.8
Other 0.1 0.2
---------------------------------------
TOTAL REVENUE 97.6 60.7
---------------------------------------
Expenses:
Advertising operating costs 3.0 2.2
Meetings and events operating
costs 4.3 1.5
Network costs 3.7 3.5
Circuit share costs/theatre
access fees - founding
members 13.3 38.0
Selling and marketing costs 12.5 9.6
Administrative costs 5.4 4.1
Severance plan costs 0.3 0.7
Depreciation and amortization 1.5 1.1
Other (0.2) 0.4
---------------------------------------
TOTAL EXPENSES 43.8 61.1
---------------------------------------
Operating income/(loss) 53.8 (0.4)
Interest expense, net 16.2 0.2
---------------------------------------
Income/(loss) before income
taxes and minority interest 37.6 (0.6)
Provision for income taxes 15.2 -
Minority interest, net 13.2 -
---------------------------------------
NET INCOME/(LOSS) $ 9.2 $ (0.6)
=======================================
Earnings per share:
Basic $ 0.22
Diluted $ 0.22
NATIONAL CINEMEDIA, INC.
Statement of Operations
Unaudited
($ in millions, except per share data)
Period
Period December 29,
February 13, 2006 Nine Months
2007 through through Ended
September 27, February 12, September 28,
2007 2007 2006
-------------------------------------------
Revenue:
Advertising $ 197.1 $ 20.6 $ 128.2
Administrative fees -
founding members - 0.1 4.3
Meetings and events 16.5 2.9 12.5
Other 0.1 - 0.2
-------------------------------------------
TOTAL REVENUE 213.7 23.6 145.2
-------------------------------------------
Expenses:
Advertising operating
costs 6.2 1.1 6.0
Meetings and events
operating costs 10.1 1.4 4.5
Network costs 9.3 1.7 10.5
Circuit share
costs/theatre access
fees - founding members 30.8 14.4 88.6
Selling and marketing
costs 27.9 5.2 27.9
Administrative costs 13.2 2.8 11.4
Severance plan costs 1.3 0.4 3.4
Depreciation and
amortization 3.3 0.7 3.4
Other 0.6 - 0.4
-------------------------------------------
TOTAL EXPENSES 102.7 27.7 156.1
-------------------------------------------
Operating income/(loss) 111.0 (4.1) (10.9)
Interest expense, net 40.7 0.1 0.3
-------------------------------------------
Income/(loss) before
income taxes and
minority interest 70.3 (4.2) (11.2)
Provision for income
taxes 28.3 - -
Minority interest, net 25.4 - -
-------------------------------------------
NET
INCOME/(LOSS) $ 16.6 $ (4.2) $ (11.2)
===========================================
Earnings per
share:
Basic $ 0.40
Diluted $ 0.39
NATIONAL CINEMEDIA, INC.
Selected Balance Sheet Data
Unaudited ($ in millions)
September 27, December 28,
2007 2006
------------- ------------
Cash and cash equivalents $ 22.7 $ 6.7
Receivables, net 75.0 63.9
Property and equipment, net 17.4 12.6
Total Assets 438.6 90.0
Borrowings 768.0 10.0
Members' equity - 3.5
Stockholders' equity/(deficit) (578.6) -
Total Liabilities and Stockholders' Equity 438.6 90.0
NATIONAL CINEMEDIA, INC. (Historical)
Operating Data
Unaudited
Quarter Quarter Nine Months Nine Months
Ended Ended Ended Ended
September 27, September 28, September 27, September 28,
------------- ------------- ------------- -------------
2007 2006 2007 2006
------------- ------------- ------------- -------------
Founding Member
Screens at
Period End(1) 13,138 12,039 13,138 12,039
Total Screens
at Period
End(2) 14,407 12,973 14,407 12,973
Digital Screens
at Period
End(3) 12,633 11,077 12,633 11,077
Founding Member
Attendance for
Period(4)
(in millions) 155.4 131.8 423.3 384.4
Capital
Expenditures
(in millions) $4.4 $1.9 $8.5 $4.3
(1) Represents the total number of screens within our advertising
network operated by NCM LLC's founding members. Excludes Loews
screens for all periods presented.
(2) Represents the sum of founding member screens and network
affiliate screens.
(3) Represents the total number of screens which are connected to the
digital content network.
(4) Represents the total attendance within NCM LLC's advertising
network in theatres operated by the founding members. Excludes Loews
attendance for all periods presented.
NATIONAL CINEMEDIA, INC. (Pro Forma)
Quarterly Results of Operations
Unaudited
(in millions, except advertising revenue per founding member attendee)
Quarter Quarter Nine Months Nine Months
Ended Ended Ended Ended
September 27, September 28, September 27, September 28,
2007 2006 2007 2006
------------- ------------- ------------- -------------
Advertising
Revenue $91.3 $68.9 $223.9 $175.4
Total Revenue 97.6 73.9 243.4 188.1
Operating
Income 53.8 39.0 120.6 85.1
Founding Member
Attendance 155.4 131.8 423.3 384.4
Advertising
Revenue /
Founding Member
Attendee $0.59 $0.51 $0.53 $0.45
EBITDA $55.3 $40.1 $124.6 $88.5
Adjusted EBITDA 56.5 42.0 128.9 93.6
Adjusted EBITDA
Margin 57.9% 56.8% 53.0% 49.8%
Earnings Per
Share - Basic $0.22 $0.16 $0.39 $0.23
Earnings Per
Share -
Diluted $0.22 $0.16 $0.39 $0.23
(See attached tables for the non-GAAP reconciliation)
NATIONAL CINEMEDIA, INC.
Pro Forma Statement of Operations
($ in millions, except per share data)
Quarter Ended
Quarter Ended September 28,
September 28, 2006 Pro
2006 Contractual Transaction Forma, As
Historical Adjustments Adjustments Adjusted
----------------------------------------------------
Revenue:
Advertising $ 54.9 $ 14.0 $ - $ 68.9
Administrative
fees - founding
members 0.8 (0.8) - -
Meetings and
events 4.8 - - 4.8
Other 0.2 - - 0.2
----------------------------------------------------
TOTAL
REVENUE 60.7 13.2 - 73.9
----------------------------------------------------
Expenses:
Advertising
operating costs 2.2 - - 2.2
Meetings and
events operating
costs 1.5 - - 1.5
Network costs 3.5 - - 3.5
Circuit share
costs/theatre
access fees -
founding members 38.0 (26.4) - 11.6
Selling and
marketing costs 9.6 - - 9.6
Administrative
costs 4.1 - 0.2 4.3
Severance plan
costs 0.7 - - 0.7
Depreciation and
amortization 1.1 - - 1.1
Other 0.4 - - 0.4
----------------------------------------------------
TOTAL
EXPENSES 61.1 (26.4) 0.2 34.9
----------------------------------------------------
Operating
Income/(Loss) (0.4) 39.6 (0.2) 39.0
Interest expense,
net 0.2 - 16.1 16.3
----------------------------------------------------
Income/(Loss)
before income
taxes and
minority interest (0.6) 39.6 (16.3) 22.7
Provision for
income taxes - - 9.1 9.1
Minority interest,
net - - 7.6 7.6
----------------------------------------------------
NET INCOME/(LOSS) $ (0.6)$ 39.6 $ (33.0)$ 6.0
====================================================
Earnings per
share:
Basic $ 0.16
Diluted $ 0.16
NATIONAL CINEMEDIA, INC.
Pro Forma Statement of Operations
($ in millions, except per share data)
Nine Months Nine Months
Ended Ended September
September 28, 2006 Pro
28, 2006 Contractual Transaction Forma, As
Historical Adjustments Adjustments Adjusted
---------------------------------------------------
Revenue:
Advertising $ 128.2 $ 47.2 $ - $ 175.4
Administrative
fees - founding
members 4.3 (4.3) - -
Meetings and
events 12.5 - - 12.5
Other 0.2 - - 0.2
---------------------------------------------------
TOTAL
REVENUE 145.2 42.9 - 188.1
---------------------------------------------------
Expenses:
Advertising
operating costs 6.0 - - 6.0
Meetings and
events operating
costs 4.5 - - 4.5
Network costs 10.5 - - 10.5
Circuit share
costs/theatre
access fees -
founding members 88.6 (53.5) - 35.1
Selling and
marketing costs 27.9 - - 27.9
Administrative
costs 11.4 - 0.4 11.8
Severance plan
costs 3.4 - - 3.4
Depreciation and
amortization 3.4 - - 3.4
Other 0.4 - - 0.4
---------------------------------------------------
TOTAL
EXPENSES 156.1 (53.5) 0.4 103.0
---------------------------------------------------
Operating
Income/(Loss) (10.9) 96.4 (0.4) 85.1
Interest expense,
net 0.3 - 48.4 48.7
---------------------------------------------------
Income/(Loss)
before income
taxes and minority
interest (11.2) 96.4 (48.8) 36.4
Provision for
income taxes - - 14.5 14.5
Minority interest,
net - - 12.1 12.1
---------------------------------------------------
NET INCOME/(LOSS) $ (11.2)$ 96.4 $ (75.4)$ 9.8
===================================================
Earnings per share:
Basic $ 0.23
Diluted $ 0.23
NATIONAL CINEMEDIA, INC.
Pro Forma Statement of Operations
($ in millions, except per share data)
Pre-IPO Post-IPO
period period
December 29, February 13,
2006 through 2007 through
February 12, September 27,
2007 2007
Historical Historical
---------------------------
Revenue:
Advertising $ 20.6 $ 197.1
Administrative fees - founding members 0.1 -
Meetings and events 2.9 16.5
Other - 0.1
---------------------------
TOTAL REVENUE 23.6 213.7
---------------------------
Expenses:
Advertising operating costs 1.1 6.2
Meetings and events operating costs 1.4 10.1
Network costs 1.7 9.3
Circuit share costs/theatre access fees -
founding members 14.4 30.8
Selling and marketing costs 5.2 27.9
Administrative costs 2.8 13.2
Severance plan costs 0.4 1.3
Depreciation and amortization 0.7 3.3
Other - 0.6
---------------------------
TOTAL EXPENSES 27.7 102.7
---------------------------
Operating Income/(Loss) (4.1) 111.0
Interest expense, net 0.1 40.7
---------------------------
Income/(Loss) before income taxes and
minority interest (4.2) 70.3
Provision for income taxes - 28.3
Minority interest, net - 25.4
---------------------------
NET INCOME/(LOSS) $ (4.2)$ 16.6
===========================
Earnings per share:
Basic
Diluted
Nine Months
Ended
September 27,
2007 Pro
Contractual Transaction Forma, As
Adjustments Adjustments Adjusted
--------------------------------------
Revenue:
Advertising $ 6.2 $ - $ 223.9
Administrative fees - founding
members (0.1) - -
Meetings and events - - 19.4
Other - - 0.1
--------------------------------------
TOTAL REVENUE 6.1 - 243.4
--------------------------------------
Expenses:
Advertising operating costs - - 7.3
Meetings and events operating
costs - - 11.5
Network costs - - 11.0
Circuit share costs/theatre
access fees - founding members (7.7) - 37.5
Selling and marketing costs - - 33.1
Administrative costs - 0.1 16.1
Severance plan costs - - 1.7
Depreciation and amortization - - 4.0
Other - - 0.6
--------------------------------------
TOTAL EXPENSES (7.7) 0.1 122.8
--------------------------------------
Operating Income/(Loss) 13.8 (0.1) 120.6
Interest expense, net - 8.1 48.9
--------------------------------------
Income/(Loss) before income
taxes and minority interest 13.8 (8.2) 71.7
Provision for income taxes - 0.7 29.0
Minority interest, net - 0.9 26.3
--------------------------------------
NET INCOME/(LOSS) $ 13.8 $ (9.8)$ 16.4
======================================
Earnings per share:
Basic $ 0.39
Diluted $ 0.39
Notes to the Pro Forma Consolidated Statements of Operations:
1. Contractual adjustments represent the increase to advertising
revenue to reflect the pro forma assignment from the founding members
to NCM LLC of all legacy advertising contracts in accordance with the
amended exhibitor services agreements, based on the actual revenue
generated from those legacy contracts and the reversal of the related
legacy contract administrative fees historically recorded by NCM LLC.
Legacy advertising contracts are those contracts signed by RCM and NCN
prior to the formation of NCM LLC. In addition, adjustments include
the pro forma effect of the revenue from the sale of additional
theatre advertising inventory to the founding members, in accordance
with the exhibitor services agreements, in order for the founding
members to fulfill their beverage concessionaire agreement on-screen
advertising commitments. Contractual adjustments also include the
change in circuit share payments pursuant to the exhibitor services
agreements. Under the terms of the prior exhibitor service agreements
with the founding members, the circuit share payments were based on
varying percentages of advertising revenue. Under the modified
exhibitor services agreements, the theatre access fee payments will
initially be based on a per attendee and per digital screen
calculation.
2. Transaction adjustments represent interest expense, including
amortization of deferred financing fees, over the term of the new
senior secured credit facility of approximately $0.5 million per
quarter or $1.9 million per year. Interest expense also includes the
impact of an interest rate hedge agreement covering approximately 75%
of the outstanding balance on the term loan. In addition, an
adjustment to reflect minority interest expense is included, net of
income tax expense/(benefit), resulting from the founding members'
ownership of approximately 55.2% of the NCM LLC common membership
units outstanding immediately after the offering. Transaction
adjustments also include adjustments necessary to reflect federal and
state income taxes on the income allocated from NCM LLC to NCM Inc.,
including amortization of the payable related to the tax sharing
agreement of approximately $2.8 million per quarter or $11.2 million
per year.
3. Basic earnings per share is calculated on the assumption that
the 42,000,000 shares sold in the offering are outstanding over the
entire period. Diluted earnings per share is calculated assuming that
the unit option shares, as converted and unvested shares of restricted
stock are outstanding during periods corresponding to their original
issuance date (after application of the treasury stock method). The
convertible common membership units of the founding members (which
aggregate 51,850,951 shares) are not included as they are
antidilutive, due to inclusion in interest expense of non-cash
amortization of the tax payable to founding members which is not
deducted by the LLC.
NATIONAL CINEMEDIA, INC.
Non-GAAP Reconciliations
Unaudited ($ in millions)
EBITDA, Adjusted EBITDA and EBITDA margin (Proforma)
EBITDA, adjusted EBITDA and adjusted EBITDA margin are non-GAAP
financial measures used by management to measure operating
performance. EBITDA represents net income (loss) before net interest
expense, income tax benefit (provision), and depreciation and
amortization expense. Adjusted EBITDA excludes from EBITDA severance
plan costs and share based payment costs and deferred stock
compensation. Adjusted EBITDA margin is calculated by dividing
adjusted EBITDA by total revenue. EBITDA, adjusted EBITDA and adjusted
EBITDA margin are important supplemental measures of operating
performance because they eliminate items that have less bearing on our
operating performance and so highlight trends in our core business
that may not otherwise be apparent when relying solely on generally
accepted accounting principles, or GAAP, financial measures. Because
not all companies use identical calculations, these presentations may
not be comparable to other similarly titled measures of other
companies.
The following table reconciles pro forma net income to pro forma
EBITDA and adjusted EBITDA for the periods presented:
Quarter Quarter Nine Months Nine Months
Ended Ended Ended Ended
September 27, September 28, September 27, September 28,
2007 2006 2007 2006
-------------------------------------------------------
Net income $ 9.2 $ 6.0 $ 16.4 $ 9.8
Income taxes 15.2 9.1 29.0 14.5
Minority
interest 13.2 7.6 26.3 12.1
Interest
expense 16.2 16.3 48.9 48.7
Depreciation
and
amortization 1.5 1.1 4.0 3.4
-------------------------------------------------------
EBITDA 55.3 40.1 124.6 88.5
Severance plan
costs 0.3 0.7 1.7 3.4
Share-based
compensation
costs (1) 0.9 1.2 2.6 1.7
-------------------------------------------------------
Adjusted
EBITDA $ 56.5 $ 42.0 $ 128.9 $ 93.6
=======================================================
Total Revenue $ 97.6 $ 73.9 $ 243.4 $ 188.1
=======================================================
Adjusted
EBITDA
margin 57.9% 56.8% 53.0% 49.8%
=======================================================
Adjusted EBITDA$ 56.5 $ 42.0 $ 128.9 $ 93.6
-------------------------------------------------------
Loews Payment 3.8 $ 3.1 $ 8.0 $ 6.2
=======================================================
Adjusted
EBITDA
after
Loews
Payment$ 60.3 $ 45.1 $ 136.9 $ 99.8
=======================================================
1. Share-based payment costs are included in network operations,
selling and marketing and administrative expense in the accompanying
pro forma financial statements.
CONTACT: National CineMedia, Inc.
Investor:
Nikki Sacks, 800-844-0935
investors@ncm.com
OR
Media:
Lauren Leff, 303-957-1709
lauren.leff@ncm.com