SEC Filing | National CineMedia, Inc

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ncminc-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

____________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 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.)

6300 S. Syracuse Way, Suite 300

Centennial

Colorado

80111

(Address of Principal Executive Offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, par value $0.01 per share	NCMI	The Nasdaq Stock Market LLC
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

______________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 4, 2022, 81,888,911 shares of the registrant’s common stock (including unvested restricted shares), par value of $0.01 per share, were outstanding.

TABLE OF CONTENTS


		Page

	PART I

Item 1.	Unaudited Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Income and Comprehensive Income	2
	Unaudited Condensed Consolidated Statements of Cash Flows	3
	Unaudited Condensed Consolidated Statements of Equity/(Deficit)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	35

	PART II

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

Signatures		38

PART I

Item 1. Financial Statements

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

(UNAUDITED)


	As of
	June 30, 2022		December 30, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	73.1	$	101.2
Short-term marketable securities	0.3		0.3
Receivables, net of allowance of $1.9 and $1.7, respectively	63.6		53.0

Other current assets and prepaid expenses	5.3		3.9
Total current assets	142.3		158.4
NON-CURRENT ASSETS:
Property and equipment, net of accumulated depreciation of $55.6 and $59.9, respectively	13.5		21.3
Intangible assets, net of accumulated amortization of $257.6 and $245.6, respectively	603.3		606.3
Deferred tax assets, net of valuation allowance of $225.4 and $223.8, respectively	—		—
Other investments	0.7		0.8
Long-term marketable securities	1.0		1.0
Debt issuance costs, net	6.4		4.5
Other assets	22.7		25.1
Total non-current assets	647.6		659.0
TOTAL ASSETS	$	789.9	$	817.4
LIABILITIES AND EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Amounts due to founding members, net	$	12.4	$	11.8
Payable to founding members under tax receivable agreement (including payables to related parties of $0.4 and $0.0, respectively)	0.6		—
Accrued expenses	11.6		13.4
Accrued payroll and related expenses	7.8		7.9
Accounts payable	16.9		16.3
Deferred revenue	8.5		15.0
Short-term debt	220.2		3.2
Other current liabilities	2.2		2.2
Total current liabilities	280.2		69.8
NON-CURRENT LIABILITIES:
Long-term debt, net of debt issuance costs of $9.2 and $10.5, respectively	900.4		1,094.3
Payable to founding members under tax receivable agreement (including payables to related parties of $15.5 and $11.9, respectively)	21.4		16.4
Other liabilities	19.2		20.4
Total non-current liabilities	941.0		1,131.1
Total liabilities	1,221.2		1,200.9
COMMITMENTS AND CONTINGENCIES (NOTE 8)
EQUITY/(DEFICIT):
NCM, Inc. Stockholders’ Equity/(Deficit):
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding, respectively	—		—
Common stock, $0.01 par value; 260,000,000 and 175,000,000 shares authorized, 81,492,426 and 80,626,889 issued and outstanding, respectively	0.8		0.8
Additional paid in capital/(deficit)	(190.5)		(195.5)
Retained earnings (distributions in excess of earnings)	(364.9)		(332.0)
Total NCM, Inc. stockholders’ equity/(deficit)	(554.6)		(526.7)
Noncontrolling interests	123.3		143.2
Total equity/(deficit)	(431.3)		(383.5)
TOTAL LIABILITIES AND EQUITY/(DEFICIT)	$	789.9	$	817.4

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In millions, except share and per share data)

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30, 2022		July 1, 2021		June 30, 2022		July 1, 2021
REVENUE (including revenue from related parties of $4.6, $1.6, $7.4 and $2.0, respectively)	$	67.1	$	14.0	$	103.0	$	19.4
OPERATING EXPENSES:
Advertising operating costs	8.3		3.2		13.0		4.7
Network costs	2.1		1.9		4.1		3.7
Theater access fees and revenue share to founding members (including fees to related parties of $16.9, $7.1, $29.8, and $8.4, respectively)	23.2		11.2		41.1		14.3
Selling and marketing costs	10.4		8.9		20.6		16.6
Administrative and other costs	9.7		9.6		19.4		19.8
Impairment of long-lived assets	—		—		5.8		—
Depreciation expense	1.5		2.6		3.5		5.9
Amortization of intangibles recorded for network theater screen leases	6.3		6.2		12.4		12.3
Total	61.5		43.6		119.9		77.3
OPERATING INCOME (LOSS)	5.6		(29.6)		(16.9)		(57.9)
NON-OPERATING EXPENSES (INCOME):
Interest on borrowings	20.4		16.9		37.6		31.6
Interest income	(0.1)		(0.1)		(0.1)		(0.1)
(Gain) loss on modification and retirement of debt, net	(5.9)		0.4		(5.9)		0.8
(Gain) loss on re-measurement of the payable to founding members under the tax receivable agreement	(0.1)		0.1		6.3		(1.4)
Other non-operating (income) expense	(0.1)		—		(0.2)		0.1
Total	14.2		17.3		37.7		31.0
LOSS BEFORE INCOME TAXES	(8.6)		(46.9)		(54.6)		(88.9)
Income tax expense	—		—		—		—
CONSOLIDATED NET LOSS	(8.6)		(46.9)		(54.6)		(88.9)
Less: Net loss attributable to noncontrolling interests	(7.9)		(24.2)		(28.7)		(46.8)
NET LOSS ATTRIBUTABLE TO NCM, INC.	$	(0.7)	$	(22.7)	$	(25.9)	$	(42.1)
COMPREHENSIVE LOSS ATTRIBUTABLE TO NCM, INC.	$	(0.7)	$	(22.7)	$	(25.9)	$	(42.1)

NET LOSS PER NCM, INC. COMMON SHARE:
Basic	$	(0.01)	$	(0.28)	$	(0.32)	$	(0.53)
Diluted	$	(0.01)	$	(0.28)	$	(0.32)	$	(0.53)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	81,467,651		80,115,377		81,254,152		79,298,366
Diluted	81,467,651		80,115,377		81,254,152		79,298,366

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (UNAUDITED)


	Six Months Ended
	June 30, 2022		July 1, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(54.6)	$	(88.9)
Adjustments to reconcile consolidated net loss to net cash used in operating activities:

Depreciation expense	3.5		5.9
Amortization of intangibles recorded for network theater screen leases	12.4		12.3
Non-cash share-based compensation	3.0		4.8
Impairment of long-lived assets	5.8		—
Amortization of debt issuance costs	4.5		1.9
(Gain) loss on modification and retirement of debt, net	(5.9)		0.8
Non-cash loss (gain) on re-measurement of the payable to founding members under the tax receivable agreement	6.3		(1.4)
Other	(0.2)		(0.1)
Founding member integration and other encumbered theater payments	1.5		0.1
Payment to the founding members under tax receivable agreement (including payments to related parties of $0.0 and $0.6, respectively)	—		(0.9)
Other cash flows from operating activities	(0.3)		—
Changes in operating assets and liabilities:
Receivables, net	(10.6)		4.4
Accounts payable and accrued expenses (including payments to related parties of $0.0 and $0.6, respectively)	0.6		1.0
Amounts due to/from founding members, net	0.4		2.3
Deferred revenue	(6.5)		1.2
Other, net	(0.3)		(5.0)
Net cash used in operating activities	(40.4)		(61.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1.5)		(2.9)



Net cash used in investing activities	(1.5)		(2.9)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends	(7.0)		(8.8)


Issuance of revolving credit facility	50.0		—
Issuance of term loans	—		50.0
Repayment of Notes due 2028	(19.8)		—
Repayment of term loan facility	(2.4)		(1.5)
Payment of debt issuance costs	(6.8)		(6.7)

Repurchase of stock for restricted stock tax withholding	(0.2)		(1.4)
Net cash provided by financing activities	13.8		31.6
CHANGE IN CASH AND CASH EQUIVALENTS:	(28.1)		(32.9)
Cash and cash equivalents at beginning of period	101.2		180.3
Cash and cash equivalents at end of period	$	73.1	$	147.4

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In millions)

(UNAUDITED)


	Six Months Ended
	June 30, 2022		July 1, 2021
Supplemental disclosure of non-cash financing and investing activity:
Purchase of an intangible asset with NCM LLC equity	$	10.4	$	14.1



Purchase of subsidiary equity with NCM, Inc. equity	$	—	$	6.6
Increase in dividend equivalent accrual not requiring cash in the period	$	0.5	$	0.9
Supplemental disclosure of cash flow information:
Cash paid for interest	$	35.0	$	29.2
Cash payments (refunds) for income taxes	$	0.1	$	(0.1)

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY/(DEFICIT)

(In millions, except share and per share data)

(UNAUDITED)


			NCM, Inc.
						Additional Paid in Capital (Deficit)		Retained Earnings (Distribution in Excess of Earnings)		Noncontrolling Interest
			Common Stock
	Consolidated		Shares	Amount
Balance—April 1, 2021	$	(299.3)	80,017,551	$	0.8	$	(198.9)	$	(290.3)	$	189.1



Income tax and other impacts of NCM LLC ownership changes	(0.2)		—	—		0.2		—		(0.4)


Comprehensive loss, net of tax	(46.9)		—	—		—		(22.7)		(24.2)
Share-based compensation issued	(0.3)		221,200	—		(0.3)		—		—
Share-based compensation expensed/capitalized	2.1		—	—		1.4		—		0.7
Cash dividends declared $0.05 per share	(4.4)		—	—		—		(4.4)		—
Balance—July 1, 2021	$	(349.0)	80,238,751	$	0.8	$	(197.6)	$	(317.4)	$	165.2

Balance—March 31, 2022	$	(421.4)	81,403,872	$	0.8	$	(191.5)	$	(361.4)	$	130.7





Comprehensive loss, net of tax	(8.6)		—	—		—		(0.7)		(7.9)
Share-based compensation issued	(0.1)		88,554	—		(0.1)		—		—
Share-based compensation expensed/capitalized	1.6		—	—		1.1		—		0.5
Cash dividends declared $0.03 per share	(2.8)		—	—		—		(2.8)		—
Balance—June 30, 2022	$	(431.3)	81,492,426	$	0.8	$	(190.5)	$	(364.9)	$	123.3


			NCM, Inc.
						Additional Paid in Capital (Deficit)		Retained Earnings (Distribution in Excess of Earnings)		Noncontrolling Interest
			Common Stock
	Consolidated		Shares	Amount
Balance—December 31, 2020	$	(268.6)	78,040,818	$	0.8	$	(207.5)	$	(266.4)	$	204.5


NCM LLC equity issued for purchase of intangible asset	14.1		—	—		6.8		—		7.3
Income tax and other impacts of NCM LLC ownership changes	(0.3)		—	—		0.9		—		(1.2)
Issuance of shares	6.6		1,390,567	—		6.6		—		—
NCM LLC common membership unit redemption	(6.6)		—	—		(6.6)		—		—
Comprehensive loss, net of tax	(88.9)		—	—		—		(42.1)		(46.8)
Share-based compensation issued	(1.4)		807,366	—		(1.4)		—		—
Share-based compensation expensed/capitalized	5.0		—	—		3.6		—		1.4
Cash dividends declared $0.10 per share	(8.9)		—	—		—		(8.9)		—
Balance—July 1, 2021	$	(349.0)	80,238,751	$	0.8	$	(197.6)	$	(317.4)	$	165.2

Balance—December 30, 2021	$	(383.5)	80,626,889	$	0.8	$	(195.5)	$	(332.0)	$	143.2

NCM LLC equity issued for purchase of intangible asset	10.4		—	—		4.9		—		5.5
Income tax and other impacts of NCM LLC ownership changes	0.6		—	—		(1.7)		—		2.3


Comprehensive loss, net of tax	(54.6)		—	—		—		(25.9)		(28.7)
Share-based compensation issued	(0.2)		865,537	—		(0.2)		—		—
Share-based compensation expensed/capitalized	3.0		—	—		2.0		—		1.0
Cash dividends declared $0.08 per share	(7.0)		—	—		—		(7.0)		—
Balance—June 30, 2022	$	(431.3)	81,492,426	$	0.8	$	(190.5)	$	(364.9)	$	123.3

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. THE COMPANY

Description of Business

National CineMedia, Inc., a Delaware corporation (“NCM, Inc.”), is a holding company with the sole purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a Delaware limited liability company. NCM LLC is currently owned by NCM, Inc., Regal Cinemas, Inc. and Regal CineMedia Corporation, wholly owned subsidiaries of Cineworld Group plc and Regal Entertainment Group (“Regal”), Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”), and American Multi-Cinema, Inc., a wholly owned subsidiary of AMC Entertainment, Inc. (“AMC”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. AMC, Regal, Cinemark and their affiliates are referred to in this document as “founding members”.

The Company operates the largest cinema advertising network reaching movie audiences in the U.S. and sells advertising under long-term exhibitor service agreements (“ESAs”) with the founding members and with certain third-party network affiliates, under long-term network affiliate agreements. As previously disclosed, the COVID-19 pandemic has had a significant impact on the world and the Company’s business as the United States’ government and other state and local governments issued restrictions on travel, public gatherings and other events and issued social distancing guidelines. These and subsequent developments are referred to as the “COVID-19 Pandemic.” All of the theaters within the Company’s network are open and the release of major motion pictures has resumed since the third quarter of 2021 resulting in the highest theater attendance since the start of the COVID-19 Pandemic. Despite the increase in network attendance, in-theater advertising revenue for the year ended December 30, 2021 and the six months ended June 30, 2022 remained below historical levels due to the lag between the recovery of attendees and advertisers.

On September 17, 2019, NCM LLC entered into amendments to the ESAs with Cinemark and Regal (collectively, the “2019 ESA Amendments”). The 2019 ESA Amendments extended the contract life of the ESAs with Cinemark and Regal by four years resulting in a weighted average remaining term of the ESAs with the founding members (weighted based upon pre-COVID-19 attendance levels) of approximately 17.2 years as of June 30, 2022. The network affiliate agreements expire at various dates between August 2022 and December 2037. The weighted average remaining term of the ESAs and the network affiliate agreements together is 15.0 years as of June 30, 2022 (weighted based upon pre-COVID-19 attendance levels).

As of June 30, 2022, NCM LLC had 171,821,666 common membership units outstanding, of which 81,492,426 (47.4%) were owned by NCM, Inc., 40,683,797 (23.7%) were owned by Regal, 43,690,797 (25.4%) were owned by Cinemark and 5,954,646 (3.5%) were owned by AMC. The membership units held by the founding members are exchangeable into NCM, Inc. common stock on a one-for-one basis.

Basis of Presentation

The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain 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 30, 2021 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 30, 2021.

In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made. Historically, the Company’s business has been seasonal and for this and other reasons operating results for interim periods have not been indicative of the Company’s full year results or future performance. As a result of the various related party agreements discussed in Note 5—Related Party Transactions, the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties. The Company manages its business under one reportable segment of advertising.

Estimates—The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts receivable, share-based compensation and income taxes. Actual results could differ from estimates.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Going Concern—The accompanying unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has borrowings under two Revolving Credit Facilities with $217.0 million outstanding as of June 30, 2022, that mature on June 20, 2023 (see Note 6). The Company does not have available liquidity to repay the full outstanding balance on the date of maturity. Under the Credit Agreement, failure to repay borrowings under the Revolving Credit Facilities at maturity would result in an event of default for the term loans, which would allow a majority of the lenders under the Credit Agreement to accelerate the maturity of the principal amounts of outstanding term loans to become due and payable. It would also result in an event of default for the senior notes, which would allow the indenture trustee or senior note holders of each tranche of senior notes to accelerate the maturity to become due and payable. The Company does not have available liquidity to repay any accelerated principal of term loans or tranches of the outstanding senior notes upon an event of default within one year after the date that the financial statements are issued. Additionally, the Company does not expect to meet its financial covenants within one year following the date that these financial statements are issued. If these financial covenants are not met a majority of the lenders of the Senior Secured Credit Facility are permitted under the Credit Agreement to accelerate the debt which would also result in an event of default for the senior notes. In this event, the Company would not be able to repay the Company’s total outstanding debt balance. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management’s plans include amending NCM LLC’s Revolving Credit Facilities to extend the maturity dates, amending its Senior Secured Credit Facility to extend a waiver of these financial covenants, or obtaining additional debt financing through a loan from third parties, and/or NCM, Inc. Management expects to conclude one of these alternatives; however, there can be no assurance that the Company will be successful in completing any of these options. As a result, management’s plan cannot be considered probable and thus does not alleviate the substantial doubt about the Company’s ability to continue as a going concern.

The unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Significant Accounting Policies

The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 30, 2021 contain a complete discussion of the Company’s significant accounting policies. Following is additional information related to the Company’s accounting policies.

Revenue Recognition—The Company derives revenue principally from the advertising business, which includes advertising through its on-screen cinema network, lobby network (LEN) and lobby promotions in theaters, and on websites, mobile applications and out-of-home locations owned by NCM LLC and other companies. Revenue is recognized over time as the customer receives the benefits provided by NCM LLC’s advertising services and the Company has the right to payment for performance to date. The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company has changed the classification of the make good provision, retrospectively, to now be included within “Deferred Revenue” on the unaudited Consolidated Balance Sheet rather than “Accrued Expenses” as of June 30, 2022.

Concentration of Credit Risk and Significant Customers—The risk of credit loss related to the Company's trade receivables and unbilled receivables balances is accounted for through the allowance for doubtful accounts, a contra asset account which reduces the net receivables balance. The allowance for doubtful accounts balance is determined by pooling the Company's receivables with similar risk characteristics, specifically by type of customer (national or local/ regional) and then age of receivable and applying historical write off percentages to these pools in order to determine the amount of expected credit losses as of the balance sheet date. National receivables are with large advertising agencies with strong reputations in the advertising industry and clients with stable financial positions and good credit ratings, represent larger receivables balances per customer and have significantly lower historical and expected credit loss patterns. Local and regional receivables are with smaller companies sometimes with less credit history, represent smaller receivable balances per customer and have higher historical and expected credit loss patterns. The Company has smaller contracts with many local clients that are not individually significant. The Company also considers current economic conditions and trends to determine whether adjustments to historical loss rates are necessary. The Company also reserves for specific receivable balances that it expects to write off based on known concerns regarding the financial health of the customer. Receivables are written off when management determines amounts are uncollectible.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company had no agencies through which it sourced advertising revenue that accounted for more than 10% of the Company’s gross outstanding receivable balance as of June 30, 2022. The Company had one agency through which it sourced advertising revenue that accounted for 15.7% of the Company's gross outstanding receivable balance as of December 30, 2021. During the three and six months ended June 30, 2022, the Company had one customer that accounted for more than 14.8% and 15.3% of the Company’s revenue, respectively. During the three and six months ended July 1, 2021, the Company had one customer that accounted for 14.1% and 11.3% of the Company's revenue, respectively.

Long-lived Assets—The Company assesses impairment of long-lived assets pursuant to ASC 360 – Property, Plant and Equipment. This includes determining whether certain triggering events have occurred that could affect the value of an asset. The Company recorded losses of $0.0 million, $0.0 million, $5.8 million and $0.0 million related to the write-off of certain internally developed software during the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, respectively.

Share-Based Compensation—The Company has issued stock options, restricted stock, and restricted stock units to certain employees and its independent directors. The restricted stock and restricted stock unit grants for Company management vest upon the achievement of Company performance measures and/or service conditions, while non-management grants vest only upon the achievement of service conditions. Compensation expense of restricted stock and restricted stock units that vest upon the achievement of Company performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense in periods that management changes its estimate of the number of shares of restricted stock and restricted stock units expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock and restricted stock units that are expected to vest and are only paid with respect to shares that actually vest. On January 19, 2022, March 2, 2021 and February 28, 2021, the Company’s Board of Directors approved certain modifications to equity awards awarded under the Company’s 2016 Equity Incentive Plan and 2020 Omnibus Equity Incentive Plan to adjust performance metrics, vesting amount and future performance goals in light of the COVID-19 Pandemic resulting in incremental share-based compensation expense of $0.1 million, $0.2 million, $0.3 million and $1.5 million for the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, respectively. During the three months ended June 30, 2022 and July 1, 2021 and the six months ended June 30, 2022 and July 1, 2021, 89,375, 281,810, 925,128 and 1,125,539 shares of restricted stock and restricted stock units vested, respectively.

Consolidation—NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810, Consolidation. The following table presents the changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests (in millions):


	Three Months Ended				Six Months Ended
	June 30, 2022		July 1, 2021		June 30, 2022		July 1, 2021
Net loss attributable to NCM, Inc.	$	(0.7)	$	(22.7)	$	(25.9)	$	(42.1)
NCM LLC equity issued for purchase of intangible asset	—		—		4.9		6.8
Income tax and other impacts of subsidiary ownership changes	—		0.2		(1.7)		0.9
NCM LLC common membership unit redemption	—		—		—		(6.6)
Issuance of shares to founding members	—		—		—		6.6
Change from net loss income attributable to NCM, Inc. and transfers from noncontrolling interests	$	(0.7)	$	(22.5)	$	(22.7)	$	(34.4)

Recently Adopted Accounting Pronouncements

During the first quarter of 2021, the Company adopted Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes the following exceptions for the Company to analyze in a given period: the exception to the incremental approach for intraperiod tax allocation; the exception to accounting for basis differences when there are ownership changes in foreign investments; and the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The Company’s adoption of ASU 2019-12 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto.

Recently Issued Accounting Pronouncements

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (“ASU 2020-04”), which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. This guidance is effective upon issuance and expires on December 31, 2022. The Company concluded the LIBOR transition did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Consolidated Financial Statements or notes thereto.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS AND ACCOUNTS RECEIVABLE

Revenue Recognition

The Company derives revenue principally from the sale of advertising to national, regional and local businesses in the Noovie® pre-show, the Company’s cinema advertising and entertainment pre-show. The Company also sells advertising through the LEN, a series of strategically placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells online and mobile advertising, including through Noovie Audience Accelerator, through NCM's digital gaming products including Noovie Trivia, Noovie ARcade, Name That Movie and Noovie Shuffle, which can be played on the mobile apps and through partnerships with certain internet platforms. Further the Company sells advertising in a variety of complementary out of home venues, including restaurants, convenience stores and college campuses. The Company also has a long-term agreement to exhibit the advertising of the founding members’ beverage suppliers.

The Company makes contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If the contracted number of impressions are not delivered, the Company will run additional advertising to deliver the contracted impressions at a later date. The deferred portion of the revenue associated with undelivered impressions is referred to as a make-good provision. The Company defers the revenue associated with the make-good until the advertising airs to the audience specified in the advertising contract or the make-good period expires. The make-good provision is recorded within deferred revenue in the unaudited Condensed Consolidated Balance Sheet.

The Company does not have any contracts with customers with terms in excess of one year that are noncancellable as of June 30, 2022. Agreements with a duration less than one year are not included within this disclosure as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts. In addition, the Company’s other contracts longer than one year that are cancellable are not included within this disclosure.

Disaggregation of Revenue

The Company disaggregates revenue based upon the type of customer: national, local and regional and beverage concessionaire. This method of disaggregation is in alignment with how revenue is reviewed by management and discussed with, and historically disclosed to investors.

The following table summarizes revenue from contracts with customers for the three months and six months ended June 30, 2022 and July 1, 2021 (in millions):


	Three Months Ended				Six Months Ended
	June 30, 2022		July 1, 2021		June 30, 2022		July 1, 2021
National advertising revenue	$	50.7	$	8.6	$	77.0	$	11.8
Local and regional advertising revenue	10.5		3.3		16.6		5.0
Founding member advertising revenue from beverage concessionaire agreements	5.9		2.1		9.4		2.6
Total revenue	$	67.1	$	14.0	$	103.0	$	19.4

Deferred Revenue and Unbilled Accounts Receivable

Revenue recognized in the six months ended June 30, 2022 that was included within the Deferred Revenue balance as of December 30, 2021 was $8.3 million. As of June 30, 2022 and December 30, 2021, the Company had $8.0 million and $4.4 million in unbilled accounts receivable, respectively.

Allowance for Doubtful Accounts

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The allowance for doubtful accounts balance is determined separately for each pool of the Company's receivables with similar risk characteristics. The Company has determined that two pools, national customers and local/regional customers, is appropriate. The changes within the allowance for doubtful accounts balances for the six months ended June 30, 2022 and July 1, 2021, respectively, were as follows (in millions):


	Six Months Ended
	June 30, 2022		July 1, 2021
	Allowance for National Customer Receivables	Allowance for Local/ Regional Customer Receivables	Allowance for National Customer Receivables	Allowance for Local/ Regional Customer Receivables
Balance at beginning of period	0.3	1.4	0.2	2.1
Provision for bad debt	—	0.6	—	(0.3)
Write-offs, net	(0.2)	(0.2)	—	(0.4)
Balance at end of period	0.1	1.8	0.2	1.4

3. LOSS PER SHARE

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of potentially dilutive common stock options, restricted stock and restricted stock units using the treasury stock method. The components of basic and diluted loss per NCM, Inc. share are as follows:


	Three Months Ended				Six Months Ended
	June 30, 2022		July 1, 2021		June 30, 2022		July 1, 2021
Net loss attributable to NCM, Inc. (in millions)	$	(0.7)	$	(22.7)	$	(25.9)	$	(42.1)

Weighted average shares outstanding:
Basic	81,467,651		80,115,377		81,254,152		79,298,366
Add: Dilutive effect of stock options, restricted stock and exchangeable membership units	—		—		—		—
Diluted	81,467,651		80,115,377		81,254,152		79,298,366
Loss per NCM, Inc. share:
Basic	$	(0.01)	$	(0.28)	$	(0.32)	$	(0.53)
Diluted	$	(0.01)	$	(0.28)	$	(0.32)	$	(0.53)

The effect of 90,374,744, 86,084,305, 88,281,544 and 85,307,817 weighted average exchangeable NCM LLC common units held by the founding members for the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, respectively, have been excluded from the calculation of diluted weighted average shares and loss per NCM, Inc. share as they were anti-dilutive. NCM LLC common units do not participate in dividends paid on NCM, Inc.’s common stock. In addition, there were 6,442,164, 4,376,000, 6,442,164 and 4,376,000 stock options and non-vested (restricted) shares for the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, respectively, excluded from the calculation as they were anti-dilutive. The Company’s non-vested (restricted) shares do not meet the definition of a participating security as the dividends will not be paid if the shares do not vest.

4. INTANGIBLE ASSETS

Intangible assets consist of contractual rights to provide the Company’s services within the theaters of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The Company’s intangible assets with its founding members are recorded at 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. 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. During the fourth quarter of 2021, the Company determined that recent adverse changes in macroeconomic trends, reduced cash flows as a consequence of the temporary, and sometimes permanent, closure of the theaters within the Company's network in response to the COVID-19 Pandemic, a decline in the fair value of NCM LLC’s debt and the further sustained decline in the market price of NCM, Inc.'s common stock constituted a triggering event for certain of its intangible assets under Accounting Standards Certification No. 360, Impairment and Disposal of Long-Lived Assets. Management considered possible

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

scenarios in a probability-weighted estimated future undiscounted cash flow analysis, including the potential of further delays in major motion picture releases, a delay in audience return to the theaters and other potential adverse impacts to certain of NCM LLC's founding members' and affiliates' financial liquidity related to the COVID-19 Pandemic. The estimated future cash flows from the ESAs calculated within the probability-weighted analyses were in excess of the net book value of these intangible assets and no impairment charges were recorded in the year ended December 30, 2021. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. Given the uncertainty inherent in any projection, heightened by the possibility of unforeseen additional effects of the COVID-19 Pandemic, including potential adverse impacts to NCM LLC's founding members' and affiliates' financial liquidity, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future.

Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the founding members based on theater additions, new builds or dispositions during the previous year. In the event a founding member does not have sufficient common membership units to return, the adjustment is satisfied in cash in an amount calculated pursuant to NCM LLC’s Common Unit Adjustment Agreement. In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date.

During the first quarter of 2022, NCM LLC issued 4,140,896 (6,483,893 issued, net of 2,342,997 returned) common membership units to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions, to NCM LLC’s network during the 2021 fiscal year. The net impact as a result of the Common Unit Adjustment to the intangible asset was $10.4 million during the first quarter of 2022.

During the first quarter of 2021, NCM LLC issued 3,047,582 common membership units to two founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions, to NCM LLC’s network during the 2020 fiscal year and calculated a negative common membership unit adjustment for one founding member resulting in a receivable included within “Other assets and prepaid expenses” on the unaudited Consolidated Balance Sheet. The net impact as a result of the Common Unit Adjustment to the intangible asset was $4.8 million during the first quarter of 2021.

Integration Payments and Other Encumbered Theater Payments—If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters (“encumbered theaters”), the founding members may elect to receive common membership units related to those encumbered theaters in connection with the Common Unit Adjustment. If the founding members make this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Because the Carmike Cinemas, Inc. (“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC makes integration payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to NCM LLC’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESAs additionally entitle NCM LLC to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters. These payments are also accounted for as a reduction to the intangible assets. During the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, the Company recorded a reduction to net intangible assets of $1.1 million, $0.2 million, $1.3 million and $0.2 million, respectively, related to other encumbered theater payments. During the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, AMC and Cinemark paid a total of $0.3 million, $0.1 million, $1.5 million and $0.1 million, respectively, in integration and other encumbered theater payments (as payments are made one quarter and one month in arrears, respectively). If common membership units are issued to a founding member for newly acquired theaters that are subject to an existing on-screen advertising agreement with an alternative provider, the amortization of the intangible asset commences after the existing agreement expires and NCM LLC can utilize the theaters for all of its services.

5. RELATED PARTY TRANSACTIONS

Founding Member Transactions—In connection with NCM, Inc.’s initial public offering (“IPO”), the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members which are outlined below. AMC has owned less than 5% of NCM LLC since July 2018 and is no longer a related party. AMC remains a party to the ESA, Common Unit Adjustment Agreement, Tax Receivable Agreement (“TRA”) and

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

certain other original agreements and is a member under the terms of the NCM LLC operating agreement, subject to fulfilling the requirements of Section 3.1 of the NCM LLC operating agreement. AMC will continue to participate in the annual Common Unit Adjustment and receive available cash distributions or allocation of earnings and losses in NCM LLC (as long as its ownership is greater than zero), TRA payments and theater access fees. Further, AMC will continue to pay beverage revenue, among other things. AMC's ownership percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC. As of June 30, 2022, AMC’s ownership was 3.5% on an as converted to NCM, Inc.’s common stock basis.

The material agreements with the founding members are as follows:

•ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the digital content network (“DCN”) equipment required to deliver the on-screen advertising and other content included in the Noovie® pre-show, use of the LEN and rights to sell and display certain lobby promotions. Further, NCM LLC’s founding members have elected to purchase 30 seconds to 60 seconds of advertising, out of the 90 seconds allowed for under the ESA, in the Noovie pre-show to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theaters, theater patrons, the network equipment required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the founding members receive a monthly theater access fee. In conjunction with the 2019 ESA Amendments, NCM LLC agreed to pay Cinemark and Regal incremental monthly theater access fees and, subject to NCM LLC's use of specified inventory, a revenue share in consideration for NCM LLC's access to certain on-screen advertising inventory after the advertised showtime of a feature film beginning November 1, 2019, and the underlying term of the ESAs were extended until 2041. The ESAs and 2019 ESA Amendments with Cinemark and Regal are considered leases with related parties under ASC 842.

•Common Unit Adjustment Agreement. The Common Unit Adjustment Agreement provides a mechanism for increasing or decreasing the membership units held by the founding members based on the acquisition or construction of new theaters or sale or closure of theaters that are operated by each founding member and included in NCM LLC’s network.

•Tax Receivable Agreement. The TRA provides for the effective payment by NCM, Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets resulting from the IPO and related transactions.

•Software License Agreement. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from NCM LLC’s founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and NCM LLC’s founding members, if any.

The following tables provide summaries of the transactions between the Company and the related party founding members (in millions):


	Three Months Ended				Six Months Ended
Included in the unaudited Condensed Consolidated Statements of Income:	June 30, 2022		July 1, 2021		June 30, 2022		July 1, 2021
Revenue:
Beverage concessionaire revenue (included in advertising revenue) (1)	$	4.6	$	1.6	$	7.4	$	2.0
Operating expenses:
Theater access fee and revenue share to founding members (2)	$	16.9	$	7.1	$	29.8	$	8.4

Advertising operating costs (3)	$	—	$	—	$	—	$	0.1

________________________________________

(1)For the three and six months ended June 30, 2022 and July 1, 2021, Cinemark and Regal purchased 60 seconds of on-screen advertising time from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

seconds equivalent CPM rate specified by the ESA. Beverage revenue was limited for periods of reduced attendance due to the COVID-19 Pandemic.

(2)Comprised of payments per theater attendee, payments per digital screen with respect to the founding member theaters included in the Company’s network and payments for access to higher quality digital cinema equipment. Following the 2019 ESA Amendments this also includes payments to Cinemark and Regal for their share of the revenue from the sale of an additional single unit that is either 30 or 60 seconds of the Noovie pre-show in the trailer position directly prior to the “attached” trailers preceding the feature film (the “Platinum Spot”). Theater access fees and revenue share expenses were reduced for periods of reduced attendance due to the COVID-19 Pandemic.

(3)Includes purchase of movie tickets, concession products, rental of theater space primarily for marketing to NCM LLC’s advertising clients and other payments made to the founding members in the ordinary course of business.


	As of
Included in the unaudited Condensed Consolidated Balance Sheets:	June 30, 2022		December 30, 2021

Common unit adjustments and ESA extension costs, net of amortization and integration payments (included in intangible assets) (1)	$	586.6	$	589.6
Current payable to founding members under tax receivable agreement (2)	$	0.4	$	—
Long-term payable to founding members under tax receivable agreement (2)	$	15.5	$	11.9

________________________________________

(1)Refer to Note 4—Intangible Assets for further information on common unit adjustments and integration payments. This balance includes common unit adjustments issued to all of the founding members (including AMC) as the Company's intangible balance is considered one asset inclusive of all common unit adjustment activity.

(2)The Company paid Cinemark and Regal $0.2 million and $0.4 million during 2021, respectively, in payments pursuant to the TRA which were for the 2019 tax year.

Pursuant to the terms of the NCM LLC operating agreement in place since the completion of the Company’s IPO, NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC operating agreement, on a quarterly basis in arrears. Due to the continued recovery from the COVID-19 Pandemic during the six months ended June 30, 2022 and decrease in 2021 in-theater advertising revenue, the mandatory distributions of available cash by NCM LLC to its related party founding members and NCM, Inc. for the three months ended June 30, 2022 were calculated as negative $6.0 million (including negative $1.6 million for Cinemark, negative $1.5 million for Regal and negative $2.9 million for NCM, Inc.). The mandatory distributions of available cash by NCM LLC to its related party founding members and NCM, Inc. for the six months ended June 30, 2022 were calculated as negative $32.2 million (including negative $8.5 million for Cinemark, negative $7.9 million for Regal and negative $15.8 million for NCM, Inc.). Therefore, there will be no payment made for the second quarter of 2022. Under the terms of the NCM LLC operating agreement, these negative amounts will be netted against future positive available cash distributions after the extended covenant waiver holiday, contingent upon the Company's compliance with the covenants outlined within the Credit Agreement Third Amendment defined within Note 6—Borrowings and in accordance with the NCM LLC operating agreement.

Amounts due to related party founding members, net, as of June 30, 2022 were comprised of the following (in millions):


	Cinemark		Regal		Total
Theater access fees and revenue share, net of beverage revenues and other encumbered theater payments	$	2.3	$	2.8	$	5.1


Cost and other reimbursement	4.9		—		4.9
Total amounts due to founding members, net	$	7.2	$	2.8	$	10.0

Amounts due to related party founding members, net as of December 30, 2021 were comprised of the following (in millions):


	Cinemark		Regal		Total
Theater access fees and revenue share, net of beverage revenues and other encumbered theater payments	$	5.1	$	6.3	$	11.4


Total amounts due to founding members, net	$	5.1	$	6.3	$	11.4

AC JV, LLC Transactions—In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32% by each of the founding members and 4% by NCM LLC. The Company accounts

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. The Company’s investment in AC JV, LLC was $0.7 million and $0.7 million as of June 30, 2022 and December 30, 2021, respectively. During the three months ended June 30, 2022 and July 1, 2021 and six months ended June 30, 2022 and July 1, 2021, NCM LLC received cash distributions from AC JV, LLC of $0.1 million, $0.0 million, $0.2 million and $0.0 million, respectively. Equity in earnings (losses) from AC JV, LLC of $0.1 million, $0.0 million, $0.2 million and $(0.1) million for the three months and six months ended June 30, 2022 and July 1, 2021, respectively, is included in “Other non-operating income” in the unaudited Condensed Consolidated Statements of Income.

NATIONAL CINEMEDIA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. BORROWINGS

The following table summarizes NCM LLC’s total outstanding debt as of June 30, 2022 and December 30, 2021 and the significant terms of its borrowing arrangements (in millions):


	Outstanding Balance as of
Borrowings	June 30, 2022		December 30, 2021		Maturity Date	Interest Rate
Revolving credit facility 2018	$	167.0	$	167.0	June 20, 2023	(1)
Revolving credit facility 2022	50.0		—		June 20, 2023	(1)
Term loans - first tranche	259.2		261.2		June 20, 2025	(1)
Term loans - second tranche	49.4		49.8		December 20, 2024	(1)
Senior secured notes due 2028	374.2		400.0		April 15, 2028	5.875%
Senior unsecured notes due 2026	230.0		230.0		August 15, 2026	5.750%
Total borrowings	1,129.8		1,108.0
Less: debt issuance costs and debt discounts related to term loans and senior notes	(9.2)		(10.5)
Total borrowing