UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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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
As of October 31, 2024,
TABLE OF CONTENTS
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Page |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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Unaudited Condensed Consolidated Statements of Equity/(Deficit) |
5 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
35 |
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Item 4. |
35 |
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Item 1. |
35 |
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Item 1A. |
35 |
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Item 2. |
35 |
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Item 3. |
36 |
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Item 4. |
36 |
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Item 5. |
36 |
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Item 6. |
37 |
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38 |
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PART I
Item 1. Financial Statements
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
(UNAUDITED)
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As of |
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September 26, 2024 |
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December 28, 2023 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Short-term marketable securities |
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Receivables, net of allowance of $ |
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Amounts due from ESA Parties |
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Prepaid expenses and other current assets |
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Total current assets |
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NON-CURRENT ASSETS: |
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Property and equipment, net of accumulated depreciation of $ |
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Intangible assets, net of accumulated amortization of $ |
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Other investments |
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Debt issuance costs, net |
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Other assets |
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Total non-current assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Amounts due to ESA Parties, net |
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$ |
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$ |
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Accrued expenses |
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Accrued payroll and related expenses |
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Accounts payable |
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Deferred revenue |
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Other current liabilities |
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Total current liabilities |
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NON-CURRENT LIABILITIES: |
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Long-term debt |
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Payable under the TRA |
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Long-term lease liability |
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Total non-current liabilities |
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Total liabilities |
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EQUITY: |
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NCM, Inc. Stockholders’ Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Retained earnings |
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Total NCM, Inc. stockholders’ equity |
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Noncontrolling interests |
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Total equity |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
1
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(UNAUDITED)
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Three Months Ended |
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Nine Months Ended |
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September 26, 2024 |
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September 28, 2023 |
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September 26, 2024 |
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September 28, 2023 |
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REVENUE (including revenue from related parties of $ |
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$ |
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$ |
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$ |
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$ |
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OPERATING EXPENSES: |
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Network operating costs |
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ESA Parties and network affiliate fees (including fees to related |
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Selling and marketing costs |
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Administrative and other costs |
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Depreciation expense |
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Amortization expense |
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Total |
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OPERATING LOSS |
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NON-OPERATING (INCOME) EXPENSE: |
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Interest on borrowings |
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Interest income |
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(Gain) loss on re-measurement of the payable under the tax |
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Gain on deconsolidation of NCM LLC |
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Gain on re-measurement of investment in NCM LLC |
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( |
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( |
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Gain on reconsolidation of NCM LLC |
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( |
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( |
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Other non-operating (income) expense, net |
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Total |
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( |
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(LOSS) INCOME BEFORE INCOME TAXES |
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( |
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( |
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Income tax expense |
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CONSOLIDATED NET (LOSS) INCOME |
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Less: Net loss attributable to noncontrolling interests |
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NET (LOSS) INCOME ATTRIBUTABLE TO NCM, INC. |
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COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO |
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$ |
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$ |
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$ |
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$ |
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NET (LOSS) INCOME PER NCM, INC. COMMON SHARE: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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WEIGHTED AVERAGE SHARES OUTSTANDING: |
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Basic |
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Diluted |
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See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
2
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (UNAUDITED)
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Nine Months Ended |
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September 26, 2024 |
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September 28, 2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Consolidated net (loss) income |
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$ |
( |
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$ |
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Adjustments to reconcile consolidated net (loss) income to net cash provided by |
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Depreciation expense |
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Amortization expense |
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Non-cash share-based compensation |
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Gain on deconsolidation of affiliate |
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( |
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Gain on re-measurement of NCM LLC |
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( |
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Gain on reconsolidation of NCM LLC |
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( |
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Amortization of debt issuance costs |
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Non-cash loss on re-measurement of the payable under the tax |
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Other |
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( |
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ESA integration and other encumbered theater payments |
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Other cash flows from operating activities |
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( |
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Changes in operating assets and liabilities: |
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Receivables, net |
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Accounts payable and accrued expenses |
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( |
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( |
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ESA amounts due to/from, net |
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( |
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( |
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Prepaid expenses |
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( |
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( |
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Deferred revenue |
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( |
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Other, net |
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Net cash provided by (used in) operating activities |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of property and equipment |
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( |
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( |
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Purchases of marketable securities |
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( |
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Cash contributed in reconsolidation |
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( |
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Cash, cash equivalents and restricted cash reconsolidated |
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Proceeds received from equity method investment |
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Proceeds from the sale of assets |
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Proceeds from sale and maturities of marketable securities |
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Net cash (used in) provided by investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Payment of dividends |
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( |
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( |
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Purchases of NCM, Inc.'s common stock |
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( |
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Cash redemption of NCM LLC common membership units |
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( |
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Removal of cash, cash equivalents and restricted cash of unconsolidated affiliate |
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( |
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Repayment of term loan facility |
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( |
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Payment of debt issuance costs |
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( |
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Net cash used in financing activities |
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( |
) |
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( |
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CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
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( |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
3
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions)
(UNAUDITED)
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Nine Months Ended |
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September 26, 2024 |
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September 28, 2023 |
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Supplemental disclosure of non-cash financing and investing activity: |
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Purchase of an intangible asset with NCM LLC equity |
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$ |
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$ |
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Issuance of shares upon the reconsolidation of NCM LLC |
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$ |
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$ |
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Fair value of NCM LLC net assets reconsolidated, net of cash |
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$ |
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$ |
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Purchase of subsidiary equity with NCM, Inc. equity |
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$ |
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$ |
( |
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Dividends declared not requiring cash in the period |
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$ |
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$ |
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Right of use assets obtained in exchange for lease liabilities |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
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$ |
( |
) |
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$ |
( |
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Cash paid for income taxes |
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$ |
( |
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$ |
( |
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See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
4
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY/(DEFICIT)
(In millions, except share and per share data)
(UNAUDITED)
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NCM, Inc. |
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Common Stock |
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Preferred Stock |
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Additional |
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Retained |
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Non- |
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Consolidated |
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Shares |
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Amount |
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Shares |
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Amount |
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(Deficit) |
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Earnings |
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Interest |
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Balance—June 29, 2023 |
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$ |
( |
) |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Income tax and other impacts of NCM LLC |
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— |
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— |
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— |
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— |
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( |
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— |
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Issuance of shares |
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— |
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— |
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— |
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NCM LLC common membership redemption |
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— |
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— |
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— |
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— |
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— |
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— |
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Comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation issued, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation expensed/capitalized |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance— September 28, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance—June 27, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Purchases of NCM, Inc.'s common stock |
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( |
) |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Comprehensive loss, net of tax |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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Share-based compensation issued, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation expensed/capitalized |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Balance—September 26, 2024 |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
NCM, Inc. |
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
Common Stock |
|
|
Preferred Stock |
|
|
Additional |
|
|
Retained |
|
|
Non- |
|
||||||||||||||
|
|
Consolidated |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
(Deficit) |
|
|
Deficit) |
|
|
Interest |
|
||||||||
Balance—December 29, 2022 |
|
$ |
( |
) |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Deconsolidation of affiliate |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Income tax and other impacts of NCM LLC |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||||
NCM LLC common membership redemption |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Comprehensive income (loss), net of tax |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Share-based compensation issued, net of tax |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
Share-based compensation expensed/capitalized |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance— September 28, 2023 |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance—December 28, 2023 |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Income tax and other impacts of NCM LLC |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
NCM LLC equity issued for purchase of intangible |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cash redemption of NCM LLC common |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Purchases of NCM, Inc.'s common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Comprehensive loss, net of tax |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Share-based compensation issued, net of tax |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Share-based compensation expensed/capitalized |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Balance—September 26, 2024 |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
5
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
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, Inc. currently owns approximately
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 Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. (“Cinemark”), and American Multi-Cinema, Inc., a wholly owned subsidiary of AMC Entertainment, Inc. (“AMC”) and with certain network affiliates under long-term network affiliates agreements, including Regal Cinemas, Inc., a wholly owned subsidiary of Cineworld Group plc and Regal Entertainment Group (“Regal”). As of September 26, 2024, the weighted average remaining term of the ESAs with Cinemark and AMC was approximately
Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC
On April 11, 2023, NCM LLC filed a voluntary petition for reorganization (the “Chapter 11 Case”) with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). During the Chapter 11 Case, the Company was deemed to no longer control NCM LLC for accounting purposes and NCM LLC was deconsolidated from the Company’s financial statements prospectively as of April 11, 2023 and the Company recorded a gain on deconsolidation of $
On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming NCM LLC’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, modified, or supplemented form time to time, the “Plan”) and approving the Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”) on a final basis. Following confirmation of the Plan on August 7, 2023 (the “Effective Date”), all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions (as defined in the “Plan”) were substantially consummated and NCM LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units under the NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “NCM LLC Operating Agreement”) were canceled and extinguished, NCM, Inc. received NCM LLC common units and transferred the NCM Capital Contribution (as defined in the Plan) of approximately $
Additionally, upon emergence from bankruptcy, NCM, Inc., regained control and retained
As of September 26, 2024, the Company had not completed all agreed upon payments to the General Unsecured Claim Pool and held a total of $
Other Developments
6
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In December 2022, AMC and Regal each redeemed all of their outstanding membership units,
On June 3, 2023, NCM LLC, entered into a Network Affiliate Transaction Agreement (the “Regal Advertising Agreement”) with Regal. The Regal Advertising Agreement became effective on July 14, 2023. Pursuant to a separate termination agreement (the “Regal Termination Agreement”), effective on July 14, 2023, Regal rejected and terminated its ESA. Additionally Regal and Regal’s affiliates’ waived all rights and interests as to the Tax Receivable Agreement (“TRA”), the Common Unit Adjustment Agreement, the Software License Agreement, the Director Designation Agreement, the Registration Rights Agreement and all the other joint venture agreements described in the NCM LLC Operating Agreement. The Company and NCM LLC and Regal and Regal’s affiliates waived and released claims against the other party. Regal also agreed to support NCM LLC’s Plan and surrendered all shares of NCM, Inc. common stock upon the Effective Date. In connection with the Regal Advertising Agreement, NCM LLC and Regal also agreed to dismiss with prejudice the ongoing litigation between the parties related to NCM LLC’s request to enforce certain provisions of the ESA, including the exclusivity provision. Beginning on July 14, 2023, Regal is no longer an ESA Party of NCM, Inc. or NCM LLC.
Basis of Presentation
The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with 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 28, 2023 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 28, 2023.
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 and all intercompany accounts have been eliminated in consolidation. The Company has reclassified certain historical amounts on the unaudited Condensed Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows to conform to current period presentation. In the three months and nine months ended September 26, 2024, the Company reclassified certain historical expenses on the unaudited Condensed Consolidated Statements of Operations from ‘Advertising operating costs’ and ‘Network costs’ to ‘Network operating costs’ and certain historical expenses from ‘Advertising operating costs’ and ‘ESA theater access fees and revenue shares’ to ‘ESA Parties and network affiliate fees’ to conform to current period presentation. 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 6—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
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.
Reverse Stock Split—On August 3, 2023, the Company effected a one-for-ten (
Significant Accounting Policies
7
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 28, 2023 contain a complete discussion of the Company’s significant accounting policies. The 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.
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.
The Company had
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 did
Share-Based Compensation—The Company has issued stock options and restricted stock units to certain employees and its independent directors. The restricted stock unit grants for Company management vest upon the achievement of Company performance measures, market conditions and/or service conditions, while non-management grants vest only upon the achievement of service conditions. Compensation expense of 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 units expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Compensation expense of restricted stock units that vest upon achievement of certain market conditions is based on an estimate of the fair value of the granted restricted stock units on the grant date, which requires considerable judgment. The fair value of the granted restricted stock units is expensed over an estimated derived service period, which also requires considerable judgment. In accordance with ASC 718—Stock Compensation, the Company does not adjust the expense recognized to reflect the actual vested shares following the resolution of the market condition. Dividends are accrued when declared on unvested restricted stock units that are expected to vest and are only paid with respect to shares that actually vest. During the three and nine months ended September 26, 2024,
8
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Share Repurchase Program—On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $
Consolidation—NCM, Inc. consolidates the accounts of NCM LLC, a variable interest entity wherein NCM, Inc. is the primary beneficiary, under the provisions of ASC 810—Consolidation. Upon NCM LLC’s emergence from bankruptcy, it was determined that NCM, Inc. holds the current rights that give it power to direct activities of NCM LLC that most significantly impact NCM LLC’s economic performance and that NCM, Inc. has the rights to receive the significant benefits or the obligations to absorb potentially significant losses, resulting in NCM, Inc. having a controlling financial interest in NCM LLC. As a result, NCM, Inc. was deemed to be the primary beneficiary of NCM LLC and the Company has consolidated NCM LLC under the variable interest entity provisions of ASC 810—Consolidation.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||
Net (loss) income attributable to NCM, Inc. |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
NCM LLC equity issued for purchase of intangible asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax and other impacts of subsidiary ownership changes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash redemption of NCM LLC common membership units |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
NCM LLC common membership unit redemption for |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Issuance of shares to founding members |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change from net (loss) income attributable to NCM, Inc. and |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Recently Adopted Accounting Pronouncements
The Company did not adopt any accounting pronouncements during the nine months ended September 26, 2024.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which establishes segment disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must disclose incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. This guidance is effective for issuances on and after December 15, 2024. The Company does not believe this will have a material impact on the Company’s Consolidated Financial Statements.
In January 2024, the FASB issued Accounting Standards Update No. 2023-09, Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. This guidance is effective for issuances on and after December 15, 2024. The Company does not believe this will have a material impact on the Company’s 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 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® 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, and through the Company’s digital gaming products. Further the Company sells advertising in a variety of complementary out of home venues,
9
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
including restaurants, convenience stores and college campuses. The Company also has a long-term agreement to exhibit the advertising of the ESA Parties’ 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 provision until the advertising airs to the audience specified in the advertising contract or the make-good period expires.
The Company does not have any significant contracts with customers with terms in excess of one year that are noncancellable as of September 26, 2024. Agreements with a duration of less than one year or are longer than one year that are cancellable are not considered within unsatisfied performance obligations as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts.
Disaggregation of Revenue
The Company disaggregates revenue based upon the type of customer: national; local and regional; beverage concessionaire; and management fee reimbursement revenue related to NCM LLC, in periods where NCM LLC was deconsolidated. This method of disaggregation is in alignment with how revenue is reviewed by management and discussed with and historically disclosed to investors.
The following table summarizes revenue from contracts with customers for the three and nine months ended September 26, 2024 and September 28, 2023 (in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||
National advertising revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Local and regional advertising revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ESA advertising revenue from beverage concessionaire |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management fee reimbursement |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred Revenue and Unbilled Accounts Receivable
Revenue recognized in the
Allowance for Doubtful Accounts
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.
|
|
Nine Months Ended |
|
|||||||||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||||||||
|
|
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for bad debt |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Write-offs, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
3. LOSS PER SHARE
Basic loss per share is computed on the basis of the weighted average number of shares of common stock outstanding. Diluted loss per share is computed on the basis of the weighted average number of shares of common stock outstanding plus the effect of potentially dilutive common stock options, restricted stock and restricted stock units using the treasury stock method.
10
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||
Net (loss) income attributable to NCM, Inc. (in millions) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net income attributable to NCM, Inc. following conversion of dilutive membership units (in millions) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: Dilutive effect of stock options, restricted stock and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income per NCM, Inc. share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The effect of the
On August 3, 2023, the Company effected a one-for-ten (
4. RECONSOLIDATION OF NCM LLC
On April 11, 2023, NCM LLC filed the Chapter 11 Case. Upon filing the Chapter 11 Case and in accordance with applicable GAAP, the Company concluded that NCM, Inc. no longer controlled NCM LLC for accounting purposes as of April 11, 2023 (the “Petition Date”), the date on which NCM LLC filed its Chapter 11 petition, as NCM LLC was under the control of the Bankruptcy Court, and therefore, NCM LLC was deconsolidated from the Company’s consolidated financial statements prospectively, resulting in a $
On August 7, 2023, NCM LLC emerged from bankruptcy and NCM, Inc. contributed $
The Company accounted for the NCM LLC reconsolidation as a business combination under ASC 805—Business Combinations and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of reconsolidation, the Effective Date. The determination of fair values required management to make significant estimates and assumptions.
11
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table summarizes the fair value of NCM LLC and fair values of the assets acquired and liabilities assumed as of the reconsolidation date (in millions):
Fair value of assets acquired: |
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
|
|
Receivables, net |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Property and equipment, net |
|
|
|
|
Other investments |
|
|
|
|
Debt issuance costs, net |
|
|
|
|
Fair value of intangible assets |
|
|
|
|
Other assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
|
Amounts due to members, net |
|
|
( |
) |
Accrued expenses |
|
|
( |
) |
Accrued payroll and related expenses |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
Deferred revenue |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
Long-term debt |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Total liabilities assumed |
|
|
( |
) |
Fair value of NCM LLC |
|
$ |
|
|
There have been no adjustments to the purchase price and fair value estimates presented in Note 5 of the Company’s Form 10-K for the nine months ended September 26, 2024, and these amounts are now final.
The identifiable intangible assets of $
|
|
Estimated Fair |
|
|
Useful Life |
|
||
Exhibitor service agreements |
|
$ |
|
|
|
|
||
Network affiliates agreements |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|
||
Trademarks |
|
|
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
||
The estimated fair values of the ESAs, network affiliate agreements and trademarks were estimated using the income approach. The multi-period excess earnings method starts with a forecast of all of the expected future net cash flows associated with the asset. The forecasts are then adjusted to present value by applying an appropriate discount rate that reflects the risks associated with the company specific cash flow streams. Significant assumptions utilized within the income approach include the weighted average cost of capital and forecasted cash flows. The estimated fair values of the customer relationships were estimated using the cost approach. The cost approach included estimating the investment required to replace the contracts with customers, with significant assumptions including the replacement cost. The Company elected the practical expedients allowed in ASC 805-20-30-29a in estimating the fair value of the contract liabilities assumed.
Upon NCM LLC’s emergence from the Chapter 11 Case, NCM, Inc. remeasured the value of the investment in NCM LLC to the estimated fair value calculated as NCM, Inc.’s percentage ownership of NCM LLC, due to NCM, Inc.’s ownership of the secured debt of NCM LLC and the NCMI Capital Contribution, multiplied by the fair value of NCM LLC as of the Effective Date of $
Upon reconsolidation, NCM, Inc. recorded the fair values of the assets acquired and liabilities assumed as of the reconsolidation date and the investment in NCM LLC was further adjusted to the full purchase price value of $
12
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
difference between the purchase price of NCM LLC and the fair value of NCM, Inc.’s investment in NCM LLC as calculated above, the $
Pro Forma Financial Information (Unaudited)
The following table presents unaudited pro forma financial information as if the NCM LLC reconsolidation had occurred on December 31, 2021. The unaudited pro forma results reflect adjustments for depreciation of acquired property and equipment, amortization of acquired intangible assets and amortization of acquired debt issuance costs.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||
|
|
September 26, 2023 |
|
|
September 28, 2023 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
5. INTANGIBLE ASSETS
The Company’s intangible assets consist of contractual rights to provide its services within the theaters under the ESAs and the network affiliate agreements, as well as for customer relationships developed and maintained by the Company’s sales force and trademarks held and used by the Company. The intangible assets are stated at their estimated fair values upon the reconsolidation of NCM LLC on August 7, 2023, net of accumulated amortization. The Company records amortization using the straight-line method over the estimated useful life of each intangible. For the contractual rights to provide its service within the theaters under the ESA and network affiliate agreements, the estimated useful life corresponds to the term of the ESAs and the average renewable term of the contracts with the network affiliates. For the customer relationships developed and maintained by the Company’s sales force and trademarks held and used by the Company, the estimated useful life corresponds to industry standard lives for customer relationships and trademarks. In accordance with ASC 360—Property, Plant and Equipment, the Company continuously monitors the performance of the underlying assets for potential triggering events suggesting an impairment review should be performed. No such triggering events were identified in the three and nine months ended September 26, 2024 and September 28, 2023.
Common Unit Adjustments—In accordance with NCM LLC’s Common Unit Adjustment Agreement, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by AMC and Cinemark based on theater additions, new builds or dispositions during the previous year. In the event that either AMC or Cinemark 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 either AMC or Cinemark 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
During the quarter ended June 27, 2024, in accordance with the Common Unit Adjustment Agreement, NCM LLC issued
Pursuant to and in connection with the Chapter 11 Case during the year ended December 28, 2023, NCM LLC did not issue common membership units to Cinemark for the rights to exclusive access to the theater screens and attendees added, net of dispositions, to NCM LLC’s network for the 2022 fiscal year and the
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 applicable ESA Party may elect to receive common membership units related to those Encumbered Theaters in connection with the Common Unit Adjustment. If the
13
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ESA Party makes 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 ESA Parties’ on-screen advertising commitments under their beverage concessionaire agreements for Encumbered Theaters. These payments are also accounted for as a reduction to the intangible asset related to the ESAs. During the three and nine months ended September 26, 2024 and September 28, 2023, the Company recorded a reduction to net intangible assets of $
As of September 26, 2024 and December 28, 2023, the Company’s intangible assets related to the ESA Party agreements were $
As of September 26, 2024 and December 28, 2023, the Company’s intangible assets related to the network affiliate agreements were $
As of September 26, 2024 and December 28, 2023, the Company’s intangible assets related to customer relationships, were $
As of September 26, 2024 and December 28, 2023, the Company’s intangible asset related to the trademark, was $
The estimated aggregate amortization expense for the remainder of fiscal 2024 is $
6. RELATED PARTY TRANSACTIONS
ESA Party and Managing 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 LLC, NCM, Inc. and AMC, Cinemark, and Regal which are outlined below.
AMC has owned less than
Cinemark has owned less than
14
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
redemption request from Cinemark for all of their outstanding common membership units through a cash settlement as provided in NCM LLC’s Operating Agreement. This redemption reduced Cinemark’s ownership interest in NCM LLC to
On June 3, 2023, NCM LLC entered into the Regal Advertising Agreement and Regal Termination Agreement which became effective on July 14, 2023. Pursuant to the Regal Termination Agreement, Regal rejected and terminated its ESA with NCM LLC. Additionally Regal and Regal’s affiliates’ waived all rights and interests as to the TRA, the Common Unit Adjustment Agreement, the Software License Agreement, the Director Designation Agreement, the Registration Rights Agreement and all the other joint venture agreements described in the NCM LLC Operating Agreement and the Company and NCM LLC, and Regal and Regal’s affiliates waived and released claims against the other party. Regal also agreed to support NCM LLC’s Plan and surrendered all
The material agreements with the ESA Parties are as follows:
The following tables provide summaries of the transactions between NCM, Inc. and AMC, Cinemark and Regal when designated related parties (in millions):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
Included in the unaudited Condensed Consolidated Statements of Operations: |
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||
Revenue: |
|
(1) |
|
|
|
|
|
(1) |
|
|
|
|
||||
ESA advertising revenue from beverage concessionaire |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Management fee reimbursement (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ESA Parties and network affiliate fees (4) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
AC JV, LLC Transactions—In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned
7. BORROWINGS
The following table summarizes total outstanding debt as of September 26, 2024 and December 28, 2023 and the significant terms of its borrowing arrangements (in millions):
|
|
Outstanding Balance as of |
|
|
|
|
|
|
||||||
Borrowings |
|
September 26, 2024 |
|
|
December 28, 2023 |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Revolving Credit Facility 2023 |
|
$ |
|
|
$ |
|
|
|
|
(1 |
) |
|||
Total borrowings |
|
|
|
|
|
|
|
|
|
|
|
|||
Less: debt issuance costs and debt discounts related to |
|
|
|
|
|
|
|
|
|
|
|
|||
Total borrowings, net |
|
|
|
|
|
|
|
|
|
|
|
|||
Less: current portion of debt |
|
|
|
|
|
|
|
|
|
|
|
|||
Carrying value of long-term debt |
|
$ |
|
|
$ |
|
|
|
|
|
|
|||
Loan, Security and Guarantee Agreement—On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent. The Revolving Credit Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC has access to under the Revolving Credit Facility 2023 is $
16
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
currently outstanding under the Revolving Credit Facility 2023, as of September 26, 2024. The Revolving Credit Facility 2023 also contains customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. As of September 26, 2024, NCM LLC’s maximum availability under the $
The Revolving Credit Facility 2023 contains a number of covenants and financial ratio requirements, with which NCM LLC was in compliance at September 26, 2024, including maintaining a fixed charge coverage ratio in excess of
There are no borrower distribution restrictions as long as NCM LLC’s fixed coverage ratio is
As of September 26, 2024, the NCM LLC’s fixed charge coverage ratio was
8. INCOME TAXES
Changes in the Company’s Effective Tax Rate—The Company recorded income tax expense of $
9. 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 adverse effect individually or in the aggregate on its financial position, results of operations or cash flows.
Operating Commitments - Facilities—The Company has entered into operating lease agreements for its corporate headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $
During the three and nine months ended September 26, 2024 and September 28, 2023, the Company recognized the following components of total lease cost (in millions).
17
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company made total lease payments of $
Operating Commitments—ESAs and Affiliate Agreements—The Company has entered into long-term ESAs and multi-year agreements with third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognized the intangibles upon the reconsolidation of NCM LLC on August 7, 2023. Additions to the intangible assets may be recognized upon issuance of membership units to the ESA Parties in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 5—Intangible Assets. These ESAs and network affiliate agreements are considered leases under ASC 842—Leases ("ASC 842") once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets was necessary. However, the amortization of these intangible assets is considered lease expense and is presented within ‘Amortization expense’ within the unaudited Condensed Consolidated Statement of Operations. The company recorded $
In consideration for NCM LLC’s access to the ESA Parties’ theater attendees for on-screen advertising and use of lobbies and other space within the ESA Parties’ theaters for the LEN and lobby promotions, the ESA Parties receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron, a fixed payment per digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater patron increases by
Following the 2019 ESA Amendments, Cinemark receives an additional monthly theater access fee that began on November 1, 2019 in consideration for NCM LLC's access to certain on-screen advertising inventory after the advertised showtime of a feature film. These fees are also based upon a fixed payment per patron: $
The network affiliates compensation is considered variable lease expense and varies by circuit depending upon the agreed upon terms of the network affiliate agreement. The majority of agreements are centered around a revenue share where an agreed upon percentage of the advertising revenue received from a theater’s attendance is paid to the circuit. As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its guaranteed amount. As of September 26, 2024, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue
18
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
guarantees is $
10. FAIR VALUE MEASUREMENTS
All current assets and liabilities are estimated to approximate their fair value due to the short-term nature of these balances. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
Non-Recurring Measurements—Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, other investments, notes receivable and borrowings.
Long-Lived Assets, Intangible Assets and Other Investments—The Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets and investments accounted for under the cost or equity method for impairment whenever certain qualitative factors, events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.
Other investments consisted of the following (in millions):
|
|
As of |
|
|||||
|
|
September 26, 2024 |
|
|
December 28, 2023 |
|
||
Investment in AC JV, LLC |
|
$ |
|
|
$ |
|
||
Total |
|
$ |
|
|
$ |
|
||
As of September 26, 2024, no observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The investment in AC JV, LLC was initially valued using comparative market multiples. The other investments were recorded based upon the fair value of the services provided in exchange for the investment. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy.
Borrowings—The carrying amount of the Revolving Credit Facility 2023 is considered a reasonable estimate of fair value due to its floating-rate terms.
Recurring Measurements—All current assets and liabilities are estimated to approximate their fair value due to the short-term nature of these balances.
19
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
Fair Value Measurements at |
|
||||||||||
|
|
Fair Value |
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
||||
ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term marketable securities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The amortized cost basis, aggregate fair value and maturity of the marketable securities the Company held as of September 26, 2024 are as follows:
|
|
As of September 26, 2024 |
|
|||||||||
|
|
Amortized Cost Basis |
|
|
Aggregate Fair Value |
|
|
Maturities |
|
|||
MARKETABLE SECURITIES: |
|
|
|
|
|
|
|
|
|
|||
Short-term certificates of deposit |
|
$ |
|
|
$ |
|
|
|
|
|||
Total short-term marketable securities |
|
|
|
|
|
|
|
|
|
|||
Total marketable securities |
|
$ |
|
|
$ |
|
|
|
|
|||
11. SUBSEQUENT EVENTS
Share Repurchase Program—Subsequent to the three and nine months ended September 26, 2024, in accordance with the stock repurchase plan approved on March 18, 2024 by the Company’s Board of Directors,
Other Investments—On October 1, 2024, the Company invested $
20
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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,” “forecasts,” “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” in our Annual Report on Form 10-K for the Company’s fiscal year ended December 28, 2023. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. The following discussion and analysis is a supplement to and 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 28, 2023. In the following discussion and analysis, the term net income refers to net income attributable to the Company.
Overview
National CineMedia is the largest cinema advertising platform in the US. With unparalleled reach and scale, NCM connects brands to sought-after young, diverse audiences through the power of movies and pop culture. A premium video, full-funnel marketing solution for advertisers, NCM enhances marketers’ ability to measure and drive results. We currently derive revenue principally from the sale of advertising to national, regional and local businesses in The Noovie® Show, our cinema advertising and entertainment show seen on movie screens across the U.S.
We present multiple formats of The Noovie Show depending on the theater circuit in which it runs, which may include Post-Showtime advertising inventory after the advertised showtime. As of September 26, 2024, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 65.2% of our network. All other NCM network theater circuits, which make up the remaining 34.8% of our network, present The Noovie Show, without Post-Showtime advertising inventory. The movie trailers presented by the theater circuits that run before the feature film are not part of The Noovie Show.
We also sell advertising on our lobby network (“LEN”), a series of strategically placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, we sell online and mobile advertising through our Noovie Audience Accelerator service, across our suite of Noovie digital properties, as well as a variety of complementary out of home venues in order to reach entertainment audiences beyond the theater. As of September 26, 2024, 7.4 million moviegoers have downloaded our mobile apps. These downloads and the acquisition of second- and third-party data have resulted in approximately 815.0 million data sets as of September 26, 2024. We have long-term exhibitor service agreements (“ESAs”) (approximately 14.4 weighted average years remaining) and multi-year agreements with our network affiliates, which expire at various dates between January 2025 and July 2033. The weighted average remaining term of the ESAs and the network affiliate agreements is 11.5 years as of September 26, 2024. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie Show and LEN programming are distributed predominantly via satellite through our proprietary digital content network (“DCN”).
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. We focus on many operating metrics including changes in revenue, Adjusted OIBDA and Adjusted OIBDA margin, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, advertising pricing (“CPM”), local advertising rate per theater per week, advertising revenue per attendee, as well as significant operating expenses and related trends. We also monitor free cash flow, cash balances, the fixed charge coverage ratio and revolving credit facility availability to ensure financial debt covenant compliance and that there is adequate cash availability to fund our working capital needs, debt obligations and any future dividends declared by our Board of Directors.
Our operating results may be affected by a variety of internal and external factors and trends described more fully in the section entitled “Risk Factors” below and in our Annual Report on Form 10-K filed with the SEC on March 18, 2024 for our fiscal year ended December 28, 2023.
Recent Developments
Share Repurchase Program—On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $100.0 million of shares of the
21
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Company’s Common Stock, exclusive of any fees, commissions or other expenses related to such repurchases, from time to time over a period of three years. Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. During the three and nine months ended September 26, 2024, 304,901 and 2,224,488 shares, respectively, were repurchased on the open market. In accordance with Accounting Standards Codification (“ASC”) 505 —Equity, these shares were retired and any excess over par value paid was recorded as a reduction to retained earnings of $1.9 million and $11.3 million for the three and nine months ended September 26, 2024, respectively.
Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC
On April 11, 2023 NCM LLC filed a voluntary petition for reorganization (the “Chapter 11 Case”) with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). During the Chapter 11 Case, the Company was deemed to no longer control NCM LLC for accounting purposes and NCM LLC was deconsolidated from the Company’s financial statements prospectively as of April 11, 2023 and recorded a gain on deconsolidation of $557.7 million within the second quarter of 2023. NCM, Inc. continued to operate as the manager of the debtor-in-possession pursuant to the authority granted under Chapter 11 of the Bankruptcy Code throughout the Chapter 11 Case.
On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming NCM LLC’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, modified, or supplemented form time to time, the “Plan”) and approving the Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”) on a final basis. Following confirmation of the Plan on August 7, 2023 (the “Effective Date’), all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions (as defined in the “Plan”) were substantially consummated and NCM LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units under the NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “NCM LLC Operating Agreement”) were canceled and extinguished, NCM, Inc. received NCM LLC common units and transferred the NCM Capital Contribution (as defined in the Plan) of approximately $15.5 million to NCM LLC, NCM LLC assumed certain unexpired Executory Contracts and Unexpired Leases (each, as defined in the Plan), including AMC’s and Cinemark’s ESAs, NCM LLC transferred $8.8 million of cash to a professional fees escrow account and $15.0 million to an unsecured creditor settlements escrow account for the General Unsecured Claim Pool (as defined in the Plan). NCM LLC commenced distributions to creditors, including the issuance of shares of NCM, Inc. common stock to holders of Secured Debt Claims (as defined in the Plan) and NCM LLC entered into an Exit Facility (as defined in the Plan) to support operations upon emergence. As a result of the Plan, all historical debt of NCM LLC was discharged and NCM LLC recorded a gain on bankruptcy of $916.4 million for the nine months and year ended December 28, 2023.
Additionally, upon emergence from bankruptcy, NCM, Inc., regained control and retained 100.0% ownership of NCM LLC, after taking into account elections by the holders of Secured Debt Claims to receive NCM, Inc. common stock in lieu of NCM LLC common units and was therefore reconsolidated into the Company’s financial statements prospectively as of August 7, 2023 akin to an acquisition under ASC 805 – Business Combinations. In accordance with ASC 805 – Business Combinations, the assets and liabilities of NCM LLC were adjusted to their estimated fair value as of the Effective Date. All activity during the Chapter 11 Case from April 11, 2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc. represents activity and balances for NCM, Inc. standalone. All activity and balances prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of NCM LLC.
As of September 26, 2024, the Company had not completed all agreed upon payments to the General Unsecured Claim Pool and held a total of $3.0 million within the escrow accounts and accruals, presented within ‘Restricted cash’ and ‘Accounts payable’ on the unaudited Condensed Consolidated Balance Sheet as of September 26, 2024, respectively.
Summary Historical and Operating Data
You should read this information with the other information contained in this document, and our unaudited historical financial statements and the notes thereto included elsewhere in this document.
NCM, Inc.’s Operating Data—Within the financial results outlined below, all activity during the Chapter 11 Case from April 11, 2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc. represents activity and balances for NCM, Inc. standalone. All activity and balances prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of NCM LLC. The operating results for NCM LLC, which management believes better represent the Company’s historical consolidated performance, are presented separately subsequent to the operating data for NCM, Inc., which is presented below (dollars in millions, except share and margin data):
22
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|||||||||
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
YTD 2024 |
|
|
YTD 2023 |
|
|
Q3 2023 |
|
|
YTD 2023 |
|
||||||
Revenue |
|
$ |
62.4 |
|
|
$ |
24.7 |
|
|
$ |
154.5 |
|
|
$ |
74.4 |
|
|
|
152.6 |
% |
|
|
107.7 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Network operating costs |
|
|
3.3 |
|
|
|
2.6 |
|
|
|
10.6 |
|
|
|
6.9 |
|
|
|
26.9 |
% |
|
|
53.6 |
% |
ESA Parties and network affiliate fees |
|
|
32.9 |
|
|
|
14.5 |
|
|
|
82.1 |
|
|
|
42.8 |
|
|
|
126.9 |
% |
|
|
91.8 |
% |
Selling and marketing costs |
|
|
10.1 |
|
|
|
6.3 |
|
|
|
29.6 |
|
|
|
16.9 |
|
|
|
60.3 |
% |
|
|
75.1 |
% |
Administrative and other costs |
|
|
12.9 |
|
|
|
7.3 |
|
|
|
39.8 |
|
|
|
40.6 |
|
|
|
76.7 |
% |
|
|
(2.0 |
%) |
Depreciation expense |
|
|
1.2 |
|
|
|
0.6 |
|
|
|
3.4 |
|
|
|
2.1 |
|
|
|
100.0 |
% |
|
|
61.9 |
% |
Amortization expense |
|
|
9.5 |
|
|
|
5.7 |
|
|
|
28.4 |
|
|
|
12.8 |
|
|
|
66.7 |
% |
|
|
121.9 |
% |
Total operating expenses |
|
|
69.9 |
|
|
|
37.0 |
|
|
|
193.9 |
|
|
|
122.1 |
|
|
|
88.9 |
% |
|
|
58.8 |
% |
Operating loss |
|
|
(7.5 |
) |
|
|
(12.3 |
) |
|
|
(39.4 |
) |
|
|
(47.7 |
) |
|
|
(39.0 |
%) |
|
|
(17.4 |
%) |
Non-operating (income) expense |
|
|
(3.9 |
) |
|
|
(194.1 |
) |
|
|
7.6 |
|
|
|
(720.7 |
) |
|
|
(98.0 |
%) |
|
|
(101.1 |
%) |
Income tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
0.0 |
% |
Net loss attributable to noncontrolling |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8.5 |
) |
|
|
0.0 |
% |
|
|
(100.0 |
%) |
Net (loss) income attributable to |
|
$ |
(3.6 |
) |
|
$ |
181.8 |
|
|
$ |
(47.0 |
) |
|
$ |
681.5 |
|
|
|
(102.0 |
%) |
|
|
(106.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income per NCM, Inc. basic share |
|
$ |
(0.04 |
) |
|
$ |
2.89 |
|
|
$ |
(0.49 |
) |
|
$ |
21.58 |
|
|
|
(101.4 |
%) |
|
|
(102.3 |
%) |
Net (loss) income per NCM, Inc. diluted |
|
$ |
(0.04 |
) |
|
$ |
2.89 |
|
|
$ |
(0.49 |
) |
|
$ |
20.72 |
|
|
|
(101.4 |
%) |
|
|
(102.4 |
%) |
Basis of Presentation
The results of operations data for the three months ended September 26, 2024 (third quarter of 2024) and September 28, 2023 (third quarter of 2023) and the nine months ended September 26, 2024 and September 28, 2023 were derived from the unaudited Condensed Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the accompanying notes.
Our Network—The change in the number of screens in our network by the ESA Parties and network affiliates during the nine months ended September 26, 2024 was as follows.
|
|
Number of screens |
|
|||||||||
|
|
ESA Parties |
|
|
Network Affiliates |
|
|
Total |
|
|||
Balance as of December 28, 2023 |
|
|
9,573 |
|
|
|
8,830 |
|
|
|
18,403 |
|
Lost affiliates (1) |
|
|
— |
|
|
|
(167 |
) |
|
|
(167 |
) |
Closures, net of openings (2) |
|
|
(81 |
) |
|
|
(14 |
) |
|
|
(95 |
) |
Balance as of September 26, 2024 |
|
|
9,492 |
|
|
|
8,649 |
|
|
|
18,141 |
|
Our ESA Party and network affiliate agreements allow us to sell cinema advertising across the largest network of digitally equipped theaters in the U.S. We believe that our market coverage strengthens our selling proposition and competitive positioning against other national, regional and local video advertising platforms, including television, online and mobile video platforms and other out of home video advertising platforms by allowing advertisers the broad reach and national scale that they need to effectively reach their target audiences.
Results of Operations
Third Quarter of 2024 and Third Quarter of 2023 for NCM, Inc.
Revenue. Total revenue increased $37.7 million, or 152.6%, from $24.7 million for the third quarter of 2023 to $62.4 million for the third quarter of 2024. The following is a summary of revenue by category (in millions):
23
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Three Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
Q3 2023 to |
|
|
Q3 2023 to |
|
||||
National advertising revenue |
|
$ |
46.8 |
|
|
$ |
15.5 |
|
|
$ |
31.3 |
|
|
|
201.9 |
% |
Local and regional advertising revenue |
|
|
11.4 |
|
|
|
5.1 |
|
|
|
6.3 |
|
|
|
123.5 |
% |
ESA Party advertising revenue from beverage |
|
|
4.2 |
|
|
|
1.7 |
|
|
|
2.5 |
|
|
|
147.1 |
% |
Management fee reimbursement |
|
|
— |
|
|
|
2.4 |
|
|
|
(2.4 |
) |
|
|
(100.0 |
)% |
Total revenue |
|
$ |
62.4 |
|
|
$ |
24.7 |
|
|
$ |
37.7 |
|
|
|
152.6 |
% |
National advertising revenue. National advertising revenue increased by $31.3 million, or 201.9%, from $15.5 million for the third quarter of 2023 to $46.8 million for the third quarter of 2024. The increase in national advertising revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $15.5 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $46.8 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.
Local and regional advertising revenue. Local and regional advertising revenue increased by $6.3 million, or 123.5%, from $5.1 million for the third quarter of 2023 to $11.4 million for the third quarter of 2024. The increase in local and regional advertising revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $5.1 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $11.4 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.
ESA Party beverage revenue. ESA Party beverage revenue increased $2.5 million, or 147.1%, from $1.7 million for the third quarter of 2023 to $4.2 million for the third quarter of 2024. The increase in ESA Party beverage revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $1.7 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $4.2 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.
Management fee reimbursement. Management fee reimbursement decreased $2.4 million, or 100.0%, from $2.4 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. The $2.4 million represents the revenue recognized by NCM, Inc. for managing unconsolidated NCM LLC during a portion of the third quarter of 2023. This amount is equal to the expenses incurred by NCM, Inc. that were paid by NCM LLC. In the third quarter of 2024, NCM LLC is reconsolidated by NCM, Inc. following the completion of NCM LLC's Chapter 11 Case and these amounts have been eliminated upon consolidation.
Operating expenses. Total operating expenses increased $32.9 million, or 88.9%, from $37.0 million for the third quarter of 2023 to $69.9 million for the third quarter of 2024. The following table shows the changes in operating expense for the third quarter of 2024 (in millions):
|
|
Three Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
Q3 2023 to |
|
|
Q3 2023 to |
|
||||
Network operating costs |
|
$ |
3.3 |
|
|
$ |
2.6 |
|
|
$ |
0.7 |
|
|
|
26.9 |
% |
ESA Parties and network affiliate fees |
|
|
32.9 |
|
|
|
14.5 |
|
|
|
18.4 |
|
|
|
126.9 |
% |
Selling and marketing costs |
|
|
10.1 |
|
|
|
6.3 |
|
|
|
3.8 |
|
|
|
60.3 |
% |
Administrative and other costs |
|
|
12.9 |
|
|
|
7.3 |
|
|
|
5.6 |
|
|
|
76.7 |
% |
Depreciation expense |
|
|
1.2 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
100.0 |
% |
Amortization expense |
|
|
9.5 |
|
|
|
5.7 |
|
|
|
3.8 |
|
|
|
66.7 |
% |
Total operating expenses |
|
$ |
69.9 |
|
|
$ |
37.0 |
|
|
$ |
32.9 |
|
|
|
88.9 |
% |
Network operating costs. Network operating costs increased $0.7 million, or 26.9%, from $2.6 million for the third quarter of 2023 to $3.3 million for the third quarter of 2024. The increase in network operating costs was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $2.6 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $3.3 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.
ESA Parties and network affiliate fees. ESA Parties and network affiliate fees increased by $18.4 million, or 126.9%, from $14.5 million for the third quarter of 2023 to $32.9 million for the third quarter of 2024. The increase in ESA Parties and network affiliate fees was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $14.5 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC
24
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
on August 7, 2023, compared to the $32.9 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.
Selling and marketing costs. Selling and marketing costs increased $3.8 million, or 60.3%, from $6.3 million for the third quarter of 2023 to $10.1 million for the third quarter of 2024. The increase in selling and marketing costs was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $6.3 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.1 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.
Administrative and other costs. Administrative and other costs increased $5.6 million, or 76.7%, from $7.3 million for the third quarter of 2023 to $12.9 million for the third quarter of 2024. The increase was primarily due to a $3.8 million increase in advisor and legal fees related to the Chapter 11 Case and Cineworld Proceeding for the third quarter of 2024, compared to the third quarter of 2023, due to the deconsolidation of NCM LLC during a portion of the third quarter of 2023 while NCM LLC's Chapter 11 Case was ongoing, as well as additional costs incurred in the third quarter of 2024 related to ongoing litigation regarding unsettled claims. The increase is also due to a $1.7 million increase in stock based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023 and a $0.4 million increase in other corporate expenses due to the deconsolidation of NCM LLC during a portion of the third quarter of 2023 while NCM LLC's Chapter 11 Case was ongoing. These increases were partially offset by a $0.5 million decrease in personnel costs due to the workforce reorganization in the first quarter of 2024.
Depreciation expense. Depreciation expense increased $0.6 million, or 100.0%, from $0.6 million for the third quarter of 2023 to $1.2 million in the third quarter of 2024. The increase in depreciation expense was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $0.6 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $1.2 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.
Amortization expense. Amortization expense increased $3.8 million, or 66.7%, from $5.7 million for the third quarter of 2023 to $9.5 million for the third quarter of 2024. The increase in amortization expense was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $5.7 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $9.5 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.
Non-operating (income) expense. Total non-operating (income) expense decreased $190.2 million, or 98.0%, from $194.1 million in non-operating income for the third quarter of 2023 to $3.9 million in non-operating income for the third quarter of 2024. The following table shows the changes in non-operating (income) expense for the third quarter of 2024 and the third quarter of 2023 (in millions):
|
|
Three Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
Q3 2023 to |
|
|
Q3 2023 to |
|
||||
Interest on borrowings |
|
$ |
0.4 |
|
|
$ |
0.3 |
|
|
$ |
0.1 |
|
|
|
33.3 |
% |
Interest income |
|
|
(0.7 |
) |
|
|
— |
|
|
|
(0.7 |
) |
|
|
100.0 |
% |
(Gain) loss on the re-measurement of the payable under the |
|
|
(3.0 |
) |
|
|
9.3 |
|
|
|
(12.3 |
) |
|
|
(132.3 |
)% |
Gain on re-measurement of investment in NCM LLC |
|
|
— |
|
|
|
(35.3 |
) |
|
|
35.3 |
|
|
|
(100.0 |
)% |
Gain on reconsolidation of NCM LLC |
|
|
— |
|
|
|
(168.0 |
) |
|
|
168.0 |
|
|
|
(100.0 |
)% |
Other non-operating income, net |
|
|
(0.6 |
) |
|
|
(0.4 |
) |
|
|
(0.2 |
) |
|
|
50.0 |
% |
Total non-operating (income) expense |
|
$ |
(3.9 |
) |
|
$ |
(194.1 |
) |
|
$ |
190.2 |
|
|
|
(98.0 |
)% |
The decrease in non-operating income was primarily due to a $168.0 million decrease in the gain on reconsolidation of NCM LLC and a $35.3 million decrease in gain on re-measurement of investment in NCM LLC in the third quarter of 2024, as compared to the third quarter of 2023. This was partially offset by a $12.3 million increase in the gain on the re-measurement of the payable under the tax receivable agreement due to adjustments in management's forecast for future years following increased insight into the respective movie slates and market demand and a $0.7 million increase in interest income in the third quarter of 2024, as compared to the third quarter of 2023.
Results of Operations for NCM LLC for the Third Quarter of 2024 and Third Quarter of 2023
The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the three months ended September 26, 2024 (third quarter of 2024) and September 28, 2023 (third quarter of 2023) for NCM LLC:
25
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
$ Change |
|
|
% Change |
|
||||
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
Q3 2023 to |
|
|
Q3 2023 to |
|
||||
Revenue |
|
$ |
62.4 |
|
|
$ |
69.6 |
|
|
$ |
(7.2 |
) |
|
|
(10.3 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Network operating costs |
|
|
3.3 |
|
|
|
3.7 |
|
|
|
(0.4 |
) |
|
|
(10.8 |
)% |
ESA Parties and network affiliate fees |
|
|
32.9 |
|
|
|
34.8 |
|
|
|
(1.9 |
) |
|
|
(5.5 |
)% |
Selling and marketing costs |
|
|
10.1 |
|
|
|
11.8 |
|
|
|
(1.7 |
) |
|
|
(14.4 |
)% |
Administrative and other costs |
|
|
12.9 |
|
|
|
26.0 |
|
|
|
(13.1 |
) |
|
|
(50.4 |
)% |
Loss on termination of Regal ESA |
|
|
— |
|
|
|
125.6 |
|
|
|
(125.6 |
) |
|
|
(100.0 |
)% |
Impairment of long-lived assets |
|
|
— |
|
|
|
9.6 |
|
|
|
(9.6 |
) |
|
|
(100.0 |
)% |
Depreciation expense |
|
|
1.2 |
|
|
|
1.0 |
|
|
|
0.2 |
|
|
|
20.0 |
% |
Amortization expense |
|
|
9.5 |
|
|
|
7.8 |
|
|
|
1.7 |
|
|
|
21.8 |
% |
Total operating expenses |
|
|
69.9 |
|
|
|
220.3 |
|
|
|
(150.4 |
) |
|
|
(68.3 |
)% |
Operating loss |
|
$ |
(7.5 |
) |
|
$ |
(150.7 |
) |
|
$ |
143.2 |
|
|
|
(95.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted OIBDA |
|
$ |
8.8 |
|
|
$ |
11.3 |
|
|
$ |
(2.5 |
) |
|
|
(22.1 |
)% |
Adjusted OIBDA margin |
|
|
14.1 |
% |
|
|
16.2 |
% |
|
|
(2.1 |
)% |
|
|
(12.9 |
)% |
Total theater attendance (in millions) (1) |
|
|
121.6 |
|
|
|
131.7 |
|
|
|
(10.1 |
) |
|
|
(7.7 |
)% |
Revenue. Revenue decreased $7.2 million, or 10.3%, from $69.6 million for the third quarter of 2023 to $62.4 million for the third quarter of 2024.
National advertising revenue decreased by $5.2 million, or 10.0%, from $52.0 million for the third quarter of 2023 to $46.8 million for the third quarter of 2024. The decrease in national advertising revenue was primarily due to a 7.7% decrease in attendance due to a decreased movie slate in the third quarter of 2024 compared to the third quarter of 2023, caused by the writer and actor strikes in 2023 and a 4.5% decrease in CPMs in the third quarter of 2024, as compared to the third quarter of 2023.
Local and regional advertising revenue decreased by $1.5 million, or 11.6%, from $12.9 million for the third quarter of 2023 to $11.4 million for the third quarter of 2024. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the government, consumer packaged goods, entertainment, and education categories partially driven by a decreased movie slate in the third quarter of 2024 compared to the third quarter of 2023 due to the writer and actor strikes in 2023. The decrease was partially offset by an increase in contract activity and size within the automotive, healthcare, wireless and insurance categories, in the third quarter of 2024, as compared to the third quarter of 2023, as well as by the launch of the new programmatic offering in early 2024.
ESA Party beverage revenue decreased $0.5 million, or 10.6% from $4.7 million for the third quarter of 2023 to $4.2 million for the third quarter of 2024. The decrease was primarily due to a 4.4% decrease in ESA Party attendance for the third quarter of 2024, as compared to the third quarter of 2023.
Network operating costs. Network operating costs decreased $0.4 million, or 10.8%, from $3.7 million for the third quarter of 2023 to $3.3 million for the third quarter of 2024. The decrease was primarily due to a $0.2 million decrease in costs associated with our digital out of home offering due to a decrease in associated revenue and a $0.2 million decrease in personnel related expenses in the third quarter of 2024, as compared to the third quarter of 2023. These decreases were partially offset by a $0.1 million increase in satellite costs related to the one-time transition of providers in the third quarter of 2024, as compared to the third quarter of 2023.
ESA Parties and network affiliate fees. ESA Parties and network affiliate fees decreased by $1.9 million, or 5.5%, from $34.8 million for the third quarter of 2023 to $32.9 million for the third quarter of 2024. The decrease was primarily due to a 7.7% decrease in network attendance, as well as the rejection of certain affiliate agreements through the bankruptcy proceedings in 2023. These decreases were partially offset by contractual rate increases with the ESA parties for the third quarter of 2024, as compared to the third quarter of 2023.
Selling and marketing costs. Selling and marketing costs decreased $1.7 million, or 14.4%, from $11.8 million for the third quarter of 2023 to $10.1 million for the third quarter of 2024. The decrease was primarily due to a $1.9 million decrease in personnel related expenses primarily related to performance-based compensation due in part to the decrease in revenue, as well as, changes in the Company's incentive compensation plan following the workforce reorganization in the first quarter of 2024 and a $0.8 million decrease in costs associated with our digital offerings due to a decrease in digital revenue in the third quarter of 2024, as compared to the third quarter of 2023. These decreases were partially offset by a $0.6 million increase in selling
26
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
related expenses and a $0.4 million increase in bad debt expense in the third quarter of 2024, as compared to the third quarter of 2023.
Administrative and other costs. Administrative and other costs decreased $13.1 million, or 50.4%, from $26.0 million for the third quarter of 2023 to $12.9 million for the third quarter of 2024. The decrease was primarily related to a $12.9 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding incurred in the third quarter of 2023 compared the third quarter of 2024. Additionally, the decrease was due to a $1.9 million decrease in personnel related costs due to the workforce reorganization in the first quarter of 2024 and a retention program implemented to ensure continuity of the management team during the Chapter 11 Case in place during the third quarter of 2023. These decreases were partially offset by a $1.5 million increase in stock based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023.
Loss on termination of Regal ESA. Loss on termination of Regal ESA decreased $125.6 million, or 100.0%, from $125.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to a $141.5 million disposal of the intangible asset related to the Regal ESA in the third quarter of 2023, offset by the $13.0 million gain on Regal's surrender of ownership in the Company, and $2.9 million in payables forgiven in conjunction with emergence from bankruptcy in the third quarter of 2023.
Impairment of long-lived assets. Impairment of long-lived assets decreased $9.6 million, or 100.0%, from $9.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to the write-off of certain long-lived intangible assets in the third quarter of 2023.
Depreciation expense. Depreciation expense increased $0.2 million, or 20.0%, from $1.0 million for the third quarter of 2023 to $1.2 million in the third quarter of 2024. This decrease was primarily due to the fair value adjustments to NCM LLC's property and equipment upon reconsolidation by NCM, Inc. on August 7, 2023, as well as, accelerated depreciation recognized on leasehold improvements in conjunction with the relocation of one office location.
Amortization expense. Amortization expense increased $1.7 million, or 21.8%, from $7.8 million for the third quarter of 2023 to $9.5 million for the third quarter of 2024. The increase was primarily due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation by NCM, Inc. on August 7, 2023.
Nine months ended September 26, 2024 and September 28, 2023 for NCM, Inc.
Revenue. Total revenue increased $80.1 million, or 107.7%, from $74.4 million for the nine months ended September 28, 2023 to $154.5 million for the nine months ended September 26, 2024. The following is a summary of revenue by category (in millions):
|
|
Nine Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
YTD 2023 to |
|
|
YTD 2023 to |
|
||||
National advertising revenue |
|
$ |
117.9 |
|
|
$ |
43.0 |
|
|
$ |
74.9 |
|
|
|
174.2 |
% |
Local and regional advertising revenue |
|
|
26.5 |
|
|
|
14.2 |
|
|
|
12.3 |
|
|
|
86.6 |
% |
ESA Party advertising revenue from beverage |
|
|
10.1 |
|
|
|
7.1 |
|
|
|
3.0 |
|
|
|
42.3 |
% |
Management fee reimbursement |
|
|
— |
|
|
|
10.1 |
|
|
|
(10.1 |
) |
|
|
(100.0 |
)% |
Total revenue |
|
$ |
154.5 |
|
|
$ |
74.4 |
|
|
$ |
80.1 |
|
|
|
107.7 |
% |
National advertising revenue. National advertising revenue increased by $74.9 million, or 174.2%, from $43.0 million for the nine months ended September 28, 2023 to $117.9 million for the nine months ended September 26, 2024. The increase in national advertising revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $43.0 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $117.9 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
Local and regional advertising revenue. Local and regional advertising revenue increased by $12.3 million, or 86.6%, from $14.2 million for the nine months ended September 28, 2023 to $26.5 million for the nine months ended September 26, 2024. The increase in local and regional advertising revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $14.2 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $26.5 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
27
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ESA Party beverage revenue. ESA Party beverage revenue increased $3.0 million, or 42.3%, from $7.1 million for the nine months ended September 28, 2023 to $10.1 million for the nine months ended September 26, 2024. The increase in ESA Party beverage revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $7.1 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.1 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity. This increase was partially offset by the discontinuation of Regal's beverage revenue following Regal’s termination of their ESA in 2023, as well as the impact of a 13.7% decrease in ESA Party attendance for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
Management fee reimbursement. Management fee reimbursement decreased $10.1 million, or 100%, from $10.1 million for the nine months ended September 28, 2023 to $0.0 million for the nine months ended September 26, 2024. The $10.1 million represents the revenue recognized by NCM, Inc. for managing unconsolidated NCM LLC during the nine months ended September 28, 2023. This amount is equal to the expenses incurred by NCM, Inc. that were paid by NCM LLC. In the nine months ended September 26, 2024, NCM LLC is consolidated by NCM, Inc., following the completion of NCM LLC's Chapter 11 Case and these amounts have been eliminated upon consolidation.
Operating expenses. Total operating expenses increased $71.8 million, or 58.8%, from $122.1 million for the nine months ended September 28, 2023 to $193.9 million for the nine months ended September 26, 2024. The following table shows the changes in operating expense for the nine months ended September 26, 2024 and September 28, 2023 (in millions):
|
|
Nine Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
YTD 2023 to |
|
|
YTD 2023 to |
|
||||
Network operating costs |
|
$ |
10.6 |
|
|
$ |
6.9 |
|
|
$ |
3.7 |
|
|
|
53.6 |
% |
ESA Parties and network affiliate fees |
|
|
82.1 |
|
|
|
42.8 |
|
|
|
39.3 |
|
|
|
91.8 |
% |
Selling and marketing costs |
|
|
29.6 |
|
|
|
16.9 |
|
|
|
12.7 |
|
|
|
75.1 |
% |
Administrative and other costs |
|
|
39.8 |
|
|
|
40.6 |
|
|
|
(0.8 |
) |
|
|
(2.0 |
)% |
Depreciation expense |
|
|
3.4 |
|
|
|
2.1 |
|
|
|
1.3 |
|
|
|
61.9 |
% |
Amortization expense |
|
|
28.4 |
|
|
|
12.8 |
|
|
|
15.6 |
|
|
|
121.9 |
% |
Total operating expenses |
|
$ |
193.9 |
|
|
$ |
122.1 |
|
|
$ |
71.8 |
|
|
|
58.8 |
% |
Network operating costs. Network operating costs increased $3.7 million, or 53.6%, from $6.9 million for the nine months ended September 28, 2023, to $10.6 million for the nine months ended September 26, 2024. The increase in network operating costs was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $6.9 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.6 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
ESA Parties and network affiliate fees. ESA Parties and network affiliate fees increased $39.3 million, or 91.8%, from $42.8 million for the nine months ended September 28, 2023 to $82.1 million for the nine months ended September 26, 2024. The increase in ESA Parties and network affiliate fees was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $42.8 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $82.1 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
Selling and marketing costs. Selling and marketing costs increased $12.7 million, or 75.1%, from $16.9 million for the nine months ended September 28, 2023 to $29.6 million for the nine months ended September 26, 2024. The increase in selling and marketing costs was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $16.9 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $29.6 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
Administrative and other costs. Administrative and other costs decreased $0.8 million, or 2.0%, from $40.6 million for the nine months ended September 28, 2023 to $39.8 million for the nine months ended September 26, 2024. The decrease is primarily due to an $8.2 million decrease in advisor and legal fees related to the Chapter 11 Case and Cineworld Proceeding for the nine months ended September 26, 2024, compared to the nine months ended September 28, 2023. The decrease was partially offset by a $4.6 million increase in stock based compensation following the grant of a management equity incentive plan in the first
28
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
quarter of 2024 compared to limited grant activity in 2023, a $1.5 million increase in other corporate expenses due to the deconsolidation of NCM LLC during a portion of the nine months ended September 28, 2023 while NCM LLC's Chapter 11 Case was ongoing and a $1.2 million increase in severance expense due to the non-renewal of the former President - Sales, Marketing and Partnerships' contract for the nine months ended September 26, 2024, compared to the nine months ended September 28, 2023.
Depreciation expense. Depreciation expense increased $1.3 million, or 61.9%, from $2.1 million for the nine months ended September 28, 2023 to $3.4 million for the nine months ended September 26, 2024. The increase in depreciation expense was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $2.1 million of expense for the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $3.4 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.
Amortization expense. Amortization expense increased $15.6 million, or 121.9%, from $12.8 million for the nine months ended September 28, 2023 to $28.4 million for the nine months ended September 26, 2024. The increase in amortization expense was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $12.8 million of expense for the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $28.4 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity. The increase was also due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation by NCM, Inc. on August 7, 2023.
Non-operating expense (income). Total non-operating expense (income) increased $728.3 million, or 101.1%, from $720.7 million of non-operating income for the nine months ended September 28, 2023 to $7.6 of non-operating expense for the nine months ended September 26, 2024. The following table shows the changes in non-operating expense (income) for the nine months ended September 28, 2023 and September 26, 2024 (in millions):
|
|
Nine Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
YTD 2023 to |
|
|
YTD 2023 to |
|
||||
Interest on borrowings |
|
$ |
1.3 |
|
|
$ |
27.5 |
|
|
$ |
(26.2 |
) |
|
|
(95.3 |
)% |
Interest income |
|
|
(1.7 |
) |
|
|
— |
|
|
|
(1.7 |
) |
|
|
(100.0 |
)% |
Loss on the re-measurement of the payable under the tax |
|
|
9.3 |
|
|
|
12.7 |
|
|
|
(3.4 |
) |
|
|
(26.8 |
)% |
Gain on deconsolidation of NCM LLC |
|
|
— |
|
|
|
(557.7 |
) |
|
|
557.7 |
|
|
|
(100.0 |
)% |
Gain on re-measurement of investment in NCM LLC |
|
|
— |
|
|
|
(35.5 |
) |
|
|
35.5 |
|
|
|
(100.0 |
)% |
Gain on reconsolidation of NCM LLC |
|
|
— |
|
|
|
(168.0 |
) |
|
|
168.0 |
|
|
|
(100.0 |
)% |
Other non-operating (income) expense, net |
|
|
(1.3 |
) |
|
|
0.3 |
|
|
|
(1.6 |
) |
|
|
(533.3 |
)% |
Total non-operating expense (income) |
|
$ |
7.6 |
|
|
$ |
(720.7 |
) |
|
$ |
728.3 |
|
|
|
(101.1 |
)% |
The increase in non-operating expense (income) was primarily due to the $557.7 million decrease in gain on deconsolidation of NCM LLC, the $168.0 million decrease in the gain on reconsolidation of NCM LLC and the $35.5 million decrease in gain on re-measurement of investment in NCM LLC. This increase was partially offset by a $26.2 million decrease in interest on borrowings primarily due to the discharge of historical debt that occurred upon NCM LLC's emergence from bankruptcy and reconsolidation by NCM, Inc, on August 7, 2023, a $3.4 million decrease in the loss on re-measurement of the payable under the tax receivable agreement due to the inclusion of three years of projected taxable book income/(loss) within the calculation of the TRA payable in the third quarter of 2024, as compared to only one year in the third quarter of 2023, due to management’s ability to more accurately forecast following the conclusion of the COVID-19 pandemic, $1.7 million increase in interest income and a $1.6 million increase in other non-operating income.
Results of Operations for NCM LLC for the nine months ended September 26, 2024 and September 28, 2023
The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the nine months ended September 28, 2023 and September 26, 2024 for NCM LLC:
29
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Nine Months Ended |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
|
YTD 2023 to |
|
|
YTD 2023 to |
|
||||
Revenue |
|
$ |
154.5 |
|
|
$ |
168.9 |
|
|
$ |
(14.4 |
) |
|
|
(8.5 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Network operating costs |
|
|
10.6 |
|
|
|
11.2 |
|
|
|
(0.6 |
) |
|
|
(5.4 |
)% |
ESA Parties and network affiliate fees |
|
|
82.1 |
|
|
|
88.5 |
|
|
|
(6.4 |
) |
|
|
(7.2 |
)% |
Selling and marketing costs |
|
|
29.6 |
|
|
|
31.4 |
|
|
|
(1.8 |
) |
|
|
(5.7 |
)% |
Administrative and other costs |
|
|
39.8 |
|
|
|
80.9 |
|
|
|
(41.1 |
) |
|
|
(50.8 |
)% |
Loss on termination of Regal ESA |
|
|
— |
|
|
|
125.6 |
|
|
|
(125.6 |
) |
|
|
(100.0 |
)% |
Impairment of long-lived assets |
|
|
— |
|
|
|
9.6 |
|
|
|
(9.6 |
) |
|
|
(100.0 |
)% |
Depreciation expense |
|
|
3.4 |
|
|
|
3.6 |
|
|
|
(0.2 |
) |
|
|
(5.6 |
)% |
Amortization expense |
|
|
28.4 |
|
|
|
20.3 |
|
|
|
8.1 |
|
|
|
39.9 |
% |
Total operating expenses |
|
|
193.9 |
|
|
|
371.1 |
|
|
|
(177.2 |
) |
|
|
(47.7 |
)% |
Operating loss |
|
$ |
(39.4 |
) |
|
$ |
(202.2 |
) |
|
$ |
162.8 |
|
|
|
(80.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted OIBDA |
|
$ |
10.7 |
|
|
$ |
12.9 |
|
|
$ |
(2.2 |
) |
|
|
(17.1 |
)% |
Adjusted OIBDA margin |
|
|
6.9 |
% |
|
|
7.6 |
% |
|
|
(0.7 |
)% |
|
|
(9.3 |
)% |
Total theater attendance (in millions) (1) |
|
|
290.2 |
|
|
|
356.6 |
|
|
|
(66.4 |
) |
|
|
(18.6 |
)% |
Revenue. Revenue decreased $14.4 million, or 8.5%, from $168.9 million for the nine months ended September 28, 2023 to $154.5 million for the nine months ended September 26, 2024.
National advertising revenue decreased by $0.3 million, or 0.3% from $118.2 million for the nine months ended September 28, 2023 to $117.9 million for the nine months ended September 26, 2024. The decrease in national advertising revenue was primarily due to a 18.6% decrease in attendance due to a decreased movie slate in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, caused by the writer and actor strikes in 2023. This decrease was almost completely offset by a 22.1% increase in national advertising utilization in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
Local and regional advertising revenue decreased by $8.4 million, or 24.1% from $34.9 million for the nine months ended September 28, 2023 to $26.5 million for the nine months ended September 26, 2024. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the government, consumer packaged goods, entertainment and education categories due in part to a 18.6% decrease in attendance as well as a decreased movie slate in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, caused by the writer and actor strikes in 2023. The decrease was partially offset by an increase in contract activity and size within the automotive, healthcare, wireless and insurance categories, as well as the launch of the new programmatic offering in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
ESA Party beverage revenue decreased $5.7 million, or 36.1% from $15.8 million for the nine months ended September 28, 2023 to $10.1 million for the nine months ended September 26, 2024. The decrease was due to Regal’s termination of their ESA in 2023 and the resulting discontinuation of their beverage revenue as well as a 13.7% decrease in ESA Party attendance for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
Network operating costs. Network operating costs decreased $0.6 million, or 5.4%, from $11.2 million for the for the nine months ended September 28, 2023 to $10.6 million for the nine months ended September 26, 2024. The decrease was primarily due to a $0.9 million decrease in personnel related expenses due to the workforce reorganization in the first quarter of 2024. This decrease was partially offset by a $0.3 million increase in satellite costs related to the one-time transition of providers for the nine months ended September 28, 2023, as compared to the nine months ended September 26, 2024.
ESA Parties and network affiliate fees. ESA Parties and network affiliate fees decreased by $6.4 million, or 7.2%, from $88.5 million for the nine months ended September 28, 2023 to $82.1 million for the nine months ended September 26, 2024. The decrease was primarily due to the 18.6% decrease in network attendance, as well as the rejection of certain affiliate agreements through the bankruptcy proceedings in 2023. These decreases were partially offset by the increase in fees owed under the Regal Advertising Agreement, which commenced on July 14, 2023, as well as due to contractual rate increases with the ESAs for the nine months ended September 28, 2023, as compared to the nine months ended September 26, 2024.
Selling and marketing costs. Selling and marketing costs decreased $1.8 million, or 5.7% , from $31.4 million for the nine months ended September 28, 2023 to $29.6 million for the nine months ended September 26, 2024. The decrease was due to a $2.1 million decrease in personnel related costs primarily related to performance-based compensation due in part to the
30
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
decrease in revenue, as well as changes in the Company's incentive compensation plan following the workforce reorganization in the first quarter of 2024, a $1.6 million decrease in costs associated with our digital offerings due to a decrease in digital revenue and a $0.2 million decrease in lease related expenses, net of associated moving costs, for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023. These decreases were partially offset by a $1.4 million increase in selling related expenses and a $0.5 million increase in bad debt expense for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
Administrative and other costs. Administrative and other costs decreased $41.1 million, or 50.8%, from $80.9 million for the nine months ended September 28, 2023 to $39.8 million for the nine months ended September 26, 2024. The decrease was primarily related to a $42.9 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding incurred in the nine months ended September 28, 2023 compared to the nine months ended September 26, 2024. Additionally, the decrease was due to a $2.4 million decrease in personnel related costs due to the workforce reorganization in the first quarter of 2024 and a retention program implemented to ensure continuity of the management team during the Chapter 11 Case in place during the third quarter of 2023 and a $0.4 million decrease in lease related expenses for the nine months ended September 26, 2024 compared to the nine months ended September 28, 2023. These decreases were partially offset by a $4.1 million increase in share-based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023 as well as a $0.4 million increase in cloud computing costs in the third quarter of 2024, compared to the third quarter of 2023.
Loss on termination of Regal ESA. Loss on termination of Regal ESA decreased $125.6 million, or 100.0%, from $125.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to a $141.5 million disposal of the intangible asset related to the Regal ESA in the third quarter of 2023, offset by $13.0 million gain on Regal's surrender of ownership in the Company and $2.9 million in payables forgiven in conjunction with emergence from bankruptcy in the third quarter of 2023.
Impairment of long-lived assets. Impairment of long-lived assets decreased $9.6 million, or 100.0%, from $9.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to the write-off of certain long-lived intangible assets in the third quarter of 2023.
Depreciation expense. Depreciation expense decreased $0.2 million, or 5.6%, from $3.6 million for the nine months ended September 28, 2023 to $3.4 million for the nine months ended September 26, 2024. This decrease was primarily due to the fair value adjustments to NCM LLC's property and equipment upon reconsolidation with NCM, Inc. on August 7, 2023.
Amortization expense. Amortization expense increased $8.1 million, or 39.9%, from $20.3 million for the nine months ended September 28, 2023 to $28.4 million for the nine months ended September 26, 2024. The increase was primarily due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation with NCM, Inc. on August 7, 2023.
Non-GAAP Financial Measures for NCM LLC
Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude non-cash share-based compensation costs, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding and Chapter 11 Case. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and 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, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in NCM LLC’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s depreciation, amortization, share-based compensation costs, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding or Chapter 11 Case. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should it be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. Because not all companies use
31
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies, or calculations in NCM LLC’s debt agreement.
The following table reconciles operating income to Adjusted OIBDA for NCM LLC for the periods presented (dollars in millions):
|
|
Q3 2024 |
|
|
Q3 2023 |
|
|
YTD 2024 |
|
|
YTD 2023 |
|
||||
Operating loss |
|
$ |
(7.5 |
) |
|
$ |
(150.7 |
) |
|
$ |
(39.4 |
) |
|
$ |
(202.2 |
) |
Depreciation expense |
|
|
1.2 |
|
|
|
1.0 |
|
|
|
3.4 |
|
|
|
3.6 |
|
Amortization expense |
|
|
9.5 |
|
|
|
7.8 |
|
|
|
28.4 |
|
|
|
20.3 |
|
Share-based compensation costs (1) |
|
|
3.1 |
|
|
|
1.2 |
|
|
|
9.2 |
|
|
|
3.9 |
|
Impairment of long-lived assets (2) |
|
|
— |
|
|
|
9.6 |
|
|
|
— |
|
|
|
9.6 |
|
Workforce reorganization costs (3) |
|
|
0.2 |
|
|
|
— |
|
|
|
3.1 |
|
|
|
— |
|
Loss on termination of Regal ESA, net (4) |
|
|
— |
|
|
|
125.6 |
|
|
|
— |
|
|
|
125.6 |
|
Satellite transition costs (5) |
|
|
0.2 |
|
|
|
— |
|
|
|
0.5 |
|
|
|
— |
|
System optimization costs (6) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
Fees and expenses related to the Cineworld Proceeding |
|
|
2.0 |
|
|
|
16.8 |
|
|
|
5.4 |
|
|
|
52.1 |
|
Adjusted OIBDA |
|
$ |
8.8 |
|
|
$ |
11.3 |
|
|
$ |
10.7 |
|
|
$ |
12.9 |
|
Total revenue |
|
$ |
62.4 |
|
|
$ |
69.6 |
|
|
$ |
154.5 |
|
|
$ |
168.9 |
|
Adjusted OIBDA margin |
|
|
14.1 |
% |
|
|
16.2 |
% |
|
|
6.9 |
% |
|
|
7.6 |
% |
Known Trends and Uncertainties
Beverage Revenue—Under the ESAs, up to 90 seconds of The Noovie® Show program can be sold to the ESA Parties to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. In 2023, Cinemark and Regal, prior to the termination of Regal's ESA, purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. In the first nine months of 2024, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The ESA Parties’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future. Per the ESA with AMC, the time sold to the beverage supplier is priced equal to the greater of (1) the advertising CPM charged by NCM LLC in the previous year for the time sold to the beverage supplier and (2) the advertising CPM for the previous year charged by NCM LLC to unaffiliated third parties during segment one (closest to showtime) of The Noovie Show in the ESA Parties’ theaters, limited to the highest advertising CPM being then-charged by NCM LLC. Beginning in 2020 and in accordance with the 2019 ESA Amendment, the price for the time sold to Cinemark's beverage supplier and Regal’s beverage suppliers, prior to the termination of Regal's ESA, now increases at a fixed rate of 2.0% each year. From and after July 14, 2023, the effective date of the Regal Advertising Agreement, the Company no longer receives ESA beverage revenue from Regal.
ESA Parties and network affiliate fees—In consideration for NCM LLC’s access to the ESA Parties’ and network affiliate theaters for on-screen and LEN advertising and lobby promotions, the ESA Parties and network affiliates receive access fees based either upon number of attendees, a revenue share or a combination, including a minimum revenue guarantee per attendee. Many of these agreements contain annual increases to the respective fee structures or guaranteed minimums, either per patron, per theater and/or per digital screen. The payments under the ESA Parties' agreements and network affiliate agreements are recorded within ‘ESA
32
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Parties and network affiliate fees’ in the unaudited Condensed Consolidated Statement of Operations.
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 interest or principal payments on our Revolving Credit Facility 2023 (as defined below), income tax payments, TRA payments, available cash payments (as defined in the NCM LLC Operating Agreement) to Cinemark and AMC in the event the ESA Parties hold NCM LLC membership units and amount of dividends to NCM, Inc.’s common stockholders.
On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent. The Revolving Credit Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC has access to under the revolver is $55.0 million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter alia, working capital and capital expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026. The interest rate under the Revolving Credit Facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contains a financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period begins upon (i) an event of default or (ii) if availability is less than the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ends only if (i) no event of default existed for the preceding 30 consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments. Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represents the only amounts currently outstanding under the Revolving Credit Facility 2023 as of September 26, 2024.
A summary of our financial liquidity is as follows (in millions):
|
|
As of |
|
|
$ Change |
|
|
$ Change |
|
|||||||||||
|
|
September 26, 2024 |
|
|
December 28, 2023 |
|
|
September 28, 2023 |
|
|
YE 2023 to Q2 2024 |
|
|
Q2 2023 to Q2 2024 |
|
|||||
Cash, cash equivalents and marketable securities (1) |
|
$ |
49.5 |
|
|
$ |
34.6 |
|
|
$ |
23.0 |
|
|
$ |
14.9 |
|
|
$ |
26.5 |
|
Revolving Credit Facility 2023 availability (2) |
|
|
44.4 |
|
|
|
44.4 |
|
|
|
44.4 |
|
|
|
— |
|
|
|
— |
|
Total liquidity |
|
$ |
93.9 |
|
|
$ |
79.0 |
|
|
$ |
67.4 |
|
|
$ |
14.9 |
|
|
$ |
26.5 |
|
As of September 26, 2024, the weighted average remaining maturity of our debt was 1.9 years. As of September 26, 2024, 100.0% of our borrowings bear interest at variable rates and our net income and earnings per share could fluctuate with market interest rate fluctuations that could increase or decrease the interest paid on our borrowings.
We have used and generated cash as follows (in millions):
|
|
Nine Months Ended |
|
|||||
|
|
September 26, 2024 |
|
|
September 28, 2023 |
|
||
Operating cash flow |
|
$ |
29.8 |
|
|
$ |
(22.3 |
) |
Investing cash flow |
|
$ |
(2.9 |
) |
|
$ |
33.6 |
|
Financing cash flow |
|
$ |
(12.1 |
) |
|
$ |
(52.1 |
) |
33
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 September 26, 2024 were $49.5 million (including $45.5 million of cash and restricted cash held by 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 2023 and cash on hand. NCM LLC drew down $10.0 million of its Revolving Credit Facility 2023 immediately upon emergence from bankruptcy on August 7, 2023. The $45.5 million of cash at NCM LLC will be used to fund operations. Cash at NCM, Inc. is used to fund income taxes, payments associated with the TRA, stock repurchases and for future payment of dividends to NCM, Inc. stockholders if and when declared by the Board of Directors.
Cash flows generated by NCM LLC’s distributions to NCM, Inc. and NCM LLC’s other members were deferred during the Chapter 11 Case. NCM LLC is required, pursuant to the terms of the NCM LLC Operating Agreement, to distribute its available cash, as defined in the NCM LLC Operating Agreement, quarterly to its members. The other members are only able to receive available cash when they hold units. The available cash amount to the members of NCM LLC for the three months ended September 26, 2024 was calculated as approximately $4.7 million, due almost entirely to NCM, Inc., as the primary holder of NCM LLC units as of September 26, 2024. NCM, Inc. has the option to defer payment of any available cash distributions payable to NCM, Inc. at its discretion. As of September 26, 2024, NCM LLC owed NCM, Inc. $4.7 million in deferred available cash distribution.
NCM, Inc. expects to use its cash balances and cash received from future available cash distributions (as allowed for under the Revolving Credit Facility 2023) to fund payments associated with the TRA, stock repurchases and future dividends if and when declared by the Board of Directors. The Company does not expect to make a TRA payment in 2024 for the 2023 tax year and did not make a TRA payment in 2023 for the 2022 tax year. The Company expects to make a TRA payment in 2025 for the 2024 tax year. Deferred distributions from NCM LLC and NCM, Inc. cash balances should be sufficient to fund payments associated with the TRA, income taxes and any stock repurchases or declared dividends for the foreseeable future at the discretion of the Board of Directors. At the discretion of the Board of Directors, the Company will consider returning a portion of its free cash flow to stockholders. The declaration, payment, timing and amount of any future stock repurchases or dividends payable will be at the sole discretion of the Board of Directors who will take into account general economic and advertising market business conditions, the Company’s financial condition, available cash, current and anticipated cash needs and any other factors that the Board of Directors considers relevant.
Critical Accounting Policies
For further 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
34
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Consolidated Financial Statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our Annual Report on Form 10-K filed for the fiscal year ended December 28, 2023 and incorporated by reference herein. As of September 26, 2024, there were no other significant changes in those critical accounting policies.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see the information provided under Note 1—The Company to the unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of September 26, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures as of September 26, 2024 were effective.
In designing and evaluating our disclosure controls and procedures, management recognizes that any control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the quarter ended September 26, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
On June 26, 2023, the Bankruptcy Court entered an order authorizing NCM LLC’s entry into the Regal Advertising Agreement and the Regal Termination Agreement (the “Regal Order”). On June 27, 2023, the Bankruptcy Court entered the Confirmation Order approving the Disclosure Statement on a final basis and confirming the Company’s Plan. On August 7, 2023, the conditions precedent to the Plan were satisfied and NCM LLC emerged from bankruptcy. On June 29, 2023, AMC and Cinemark filed a notice of appeal of the Confirmation Order, and a week later appealed the Regal Order. Subsequently, AMC and Cinemark sought a stay of the Confirmation Order and Regal Order in the Bankruptcy Court, the District Court for the Southern District of Texas, and the Fifth Circuit Court of Appeals, all of which denied the request. Following AMC and Cinemark’s consolidated appeal on the merits, the District Court for the Southern District of Texas confirmed the Confirmation Order and the Regal Order on August 13, 2024. The consolidated appeals of the District Court’s decision on the merits are pending in the Fifth Circuit Court of Appeals.
We are sometimes involved in legal proceedings arising in the ordinary course of business. We are not aware of any other litigation currently pending that would have a material adverse effect on our operating results or financial condition.
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 March 18, 2024 for the fiscal year ended December 28, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below provides information about shares purchased in connection with the Company’s share repurchase program during the three months ended September 26, 2024.
35
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
|
|
||||
June 28, 2024 through July 25, 2024 |
|
|
291 |
|
|
$ |
4.45 |
|
|
|
291 |
|
(1) |
|
$ |
90.8 |
|
(1) |
July 26, 2024 through August 29, 2024 |
|
|
250,000 |
|
|
$ |
6.02 |
|
|
|
250,000 |
|
(1) |
|
$ |
89.3 |
|
(1) |
August 30, 2024 through September 26, 2024 |
|
|
54,610 |
|
|
$ |
6.98 |
|
|
|
54,610 |
|
(1) |
|
$ |
88.9 |
|
(1) |
Total for the quarter ended September 26, 2024 |
|
|
304,901 |
|
|
$ |
6.19 |
|
|
|
304,901 |
|
(1) |
|
$ |
88.9 |
|
(1) |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
36
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Item 6. Exhibits
Exhibit |
Reference |
Description |
10.1 |
*† |
Employment Agreement, dated September 5, 2024 between National CineMedia, Inc. and Ronnie Ng. |
31.1 |
* |
|
31.2 |
* |
|
32.1 |
** |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. |
32.2 |
** |
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. |
101.SCH |
* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
† Indicates a management contract or compensatory plan.
37
NATIONAL CINEMEDIA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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: |
November 5, 2024 |
|
/s/ Thomas F. Lesinski |
|
|
|
Thomas F. Lesinski |
|
|
|
Chief Executive Officer and Director |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
November 5, 2024 |
|
/s/ Ronnie Y. Ng |
|
|
|
Ronnie Y. Ng |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
38
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. (the “Company” or “Employer”), and Ronnie Ng (“Executive”, and together with the Company or Employer, the “Parties”), is entered into as of September 5, 2024 (the “Execution Date”) and shall take effect as of September 27, 2024 (the “Effective Date”). Until the Effective Date, Executive’s Employment Agreement with the Company, dated September 27, 2021, (the “Initial Agreement”), will remain in force and effect and continue to govern Executive’s employment with the Company. In consideration of the covenants and agreements contained herein, the Parties agree as follows:
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Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or of a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed to refer to his beneficiary, and if Executive shall not have designated a beneficiary, his estate or legal representative (as the case may be).
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With respect to Section 5(a)iv, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Employer, and provided further that no act or failure to act shall constitute Cause under Section 5(a)iv and v unless, if remediable, the Employer has given written notice thereof to Executive, and Executive has failed to remedy such act or failure to act within thirty (30) days following written notice. By way of clarification, but not limitation, for purposes of this definition of the term Cause, materiality shall be determined relative to this Agreement and Executive’s employment, rather than the financial status of the Company as a whole.
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Notwithstanding the foregoing, to the extent required by Section 409A of the Internal Revenue Code, any such event must constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i).
Notwithstanding the foregoing, prior to Executive’s voluntary resignation for Good Reason, Executive must give the Company written notice of the existence of any condition set forth in clause (i) – (v) above within 30 days of such initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, no benefits shall be due under Section 4 of this Agreement with respect to such occurrence. If, during such 30-day period, the Company fails or refuses to cure the condition giving rise to Good Reason and it is determined such Good Reason does exist, Executive shall be entitled to the “Involuntary Termination” benefits under Section 4 of this
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Agreement following such termination, provided that Executive voluntarily resigns for Good Reason within one hundred eighty (180) days of the initial existence of the applicable condition, and Executive provides written notice of his resignation for Good Reason.
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The relationship between Executive and the Company and its Affiliates is and shall continue to be one in which the Company and its Affiliates repose special trust and confidence in Executive, and one in which Executive has and shall have a fiduciary relationship to the Company and its Affiliates. As a result, the Company and its Affiliates shall, in the course of Executive’s duties to the Company, entrust Executive with, and disclose to Executive, Proprietary or Confidential Information. Executive recognizes that Proprietary or Confidential Information has been developed or acquired, or will be developed or acquired, by the Company and its Affiliates at great expense, is proprietary to the Company and its Affiliates, and is and shall remain the property of the Company and its Affiliates. Executive acknowledges the confidentiality of Proprietary or Confidential Information and further acknowledges that Executive could not competently perform Executive’s duties and responsibilities in Executive’s position with the Company and/or its Affiliates without access to such information. Executive acknowledges that any use of Proprietary or Confidential Information by persons not in the employ of the Company and its Affiliates would provide such persons with an unfair competitive advantage which they would not have without the knowledge and/or use of the Proprietary or Confidential Information and that this would cause the Company and its Affiliates irreparable harm. Executive further acknowledges that because of this unfair competitive advantage, and the Company’s and its Affiliates’ legitimate business interests, which include their need to protect their goodwill and the Proprietary or Confidential Information, Executive has agreed to the post-employment restrictions set forth in this Section 6. Nothing in this Section 6(a) is intended, or shall be construed, (i) to limit the protection of any applicable law or policy of the Company or its Affiliates that relates to the protection of trade secrets or confidential or proprietary information or (ii) to limit Executive’s ability to initiate communications directly with, or to respond to any inquiry from, or provide testimony before, the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority.
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If to the Company:
General Counsel
National CineMedia, Inc.
6300 S. Syracuse Way
Suite 300
Centennial, Colorado 80111
If to Executive:
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To the most recent address on file with the Company
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Execution Date.
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NATIONAL CINEMEDIA, INC. |
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By: |
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/s/ Tom Lesinski |
Name: |
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Tom Lesinski |
Title: |
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Chief Executive Officer |
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RONNIE NG |
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/s/ Ronnie Ng |
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Exhibit 31.1
CERTIFICATIONS
I, Thomas F. Lesinski, 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: November 5, 2024 |
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/s/ Thomas F. Lesinski |
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Thomas F. Lesinski |
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Chief Executive Officer and Director |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Ronnie Y. Ng, 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: November 5, 2024 |
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/s/ Ronnie Y. Ng |
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Ronnie Y. Ng |
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Chief Financial Officer |
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(Principal Financial and Accounting 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 September 26, 2024 (the “Report”) of National CineMedia, Inc. (the “Registrant”) as filed with the Securities and Exchange Commission on the date hereof, I, Thomas F. Lesinski, the Chief Executive Officer and Director 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: November 5, 2024 |
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/s/ Thomas F. Lesinski |
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Thomas F. Lesinski |
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Chief Executive Officer and Director |
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(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 September 26, 2024 (the “Report”) of National CineMedia, Inc. (the “Registrant”) as filed with the Securities and Exchange Commission on the date hereof, I, Ronnie Y. Ng, the 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: November 5, 2024 |
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/s/ Ronnie Y. Ng |
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Ronnie Y. Ng |
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Chief Financial Officer |
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(Principal Financial and Accounting 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.