The Company |
9 Months Ended |
|---|---|
Oct. 01, 2026 | |
| Accounting Policies [Abstract] | |
| The Company | 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 100.0% of NCM LLC, NCM Holdings, LLC (“NCM Holdings”) and Captivate Holdings, LLC (“Captivate”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to reference the consolidated entity. NCM, Inc. is the leading premium video and digital out-of-home advertising platform in the U.S. With unparalleled reach and scale, NCM, Inc.'s national network connects advertisers, through its two brands NCM® and Captivate®, to hard-to-reach, young, diverse and affluent audiences utilizing the power of high attention environments, including theaters, elevators and building lobbies. A premium video, full-funnel marketing solution for advertisers, NCM, Inc. enhances advertisers’ ability to measure and drive results. NCM, LLC's Noovie® Show is presented exclusively in 38 leading national and regional theater circuits including the only three national chains, Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. (“Cinemark”), American Multi-Cinema, Inc., a wholly owned subsidiary of AMC Entertainment, Inc. (“AMC”) and Regal Cinemas, Inc., a wholly owned subsidiary of Cineworld Group plc and Regal Entertainment Group (“Regal”). NCM LLC’s cinema advertising platform consists of more than 17,600 screens in over 1,300 theaters. In November 2025, NCM, Inc. extended its reach by acquiring Spotlight and the Spotlight Cinema Network, a U.S. cinema advertising company dedicated to serving art house, luxury and dine-in exhibitors. Spotlight and the Spotlight Cinema Network presents the CineLife® Show exclusively in 96 leading national and regional theater circuits consisting of more than 850 screens in over 170 theaters. In September 2026, NCM, Inc. acquired Captivate, the leading operator of digital video elevator and lobby advertising in North America with over 27,000 digital video screens across more than 11,000 office and residential buildings. In total, NCM, Inc.’s advertising platform, including NCM LLC, Spotlight and Captivate, consists of approximately 48,000 total digital screens across theaters, office buildings and residential properties in 185 Designated Market Areas® (“DMA®”), including all of the top 100. NCM LLC has long-term exhibitor service agreements (“ESAs”) with Cinemark and AMC and long-term agreements with certain cinema affiliates, including Regal, which grant the Company the exclusive right in their respective theaters to sell advertising, subject to limited exceptions. As of October 1, 2026, the weighted average remaining term of the cinema affiliate agreements, including the ESAs, is 11.1, expiring at various dates between December 31, 2026 and February 13, 2042. Captivate has agreements with office and residential buildings, which grant the Company the exclusive right in their respective lobbies and elevators to sell advertising subject to limited exceptions. As of October 1, 2026, the annual revenue retention rate for the building agreements is 98.0%. Other Developments On August 10, 2026, the Company entered into a Securities Purchase Agreement and Plan of Merger (the “Purchase Agreement”) with Captivate. This acquisition closed on September 18, 2026 and combined NCM LLC’s established leadership in cinema advertising with Captivate’s unrivaled office and residential footprint, creating the leading premium video and digital out-of-home advertising platform. The combination of the NCM® and Captivate® networks brought together three complementary premium audiences coveted by advertisers: NCM LLC’s young, diverse moviegoing audience and Captivate’s affluent professional audience in both Class A office buildings and residential properties. Together, the combined platform provides advertisers with a single premium media partner capable of reaching consumers and business decision makers in high-attention environments. The Company paid $272.4 million of purchase consideration to acquire 100.0% of the ownership of Captivate (the “Captivate Acquisition”). Additionally, the Company incurred $8.9 million in legal and professional fees related to the acquisition within 'Administrative and other costs' on the unaudited Condensed Consolidated Statements of Operations in the three and nine months ended October 1, 2026. Captivate was consolidated within the Company's financial statements as of September 18, 2026. Concurrently with the closing of the Captivate Acquisition, NCM Holdings entered into a credit agreement (the “2026 Credit Agreement”) with Crestline Direct Finance, L.P. as administrative agent and collateral agent, whereby NCM Holdings borrowed, in the form of a senior secured first lien term loan, an original aggregate principal amount of $275.0 million (the “2026 Term Loan Facility”) and established a $25.0 million senior secured revolving credit facility (the “2026 Revolving Facility,”). As of September 18, 2026, the 2026 Term Loan Facility was fully funded, the Company borrowed $10.0 million under the 2026 Revolving Facility and the Company recognized $8.6 million in debt issuance costs with $0.6 million within 'Other assets' and $7.9 million within 'Term Loan Facility, net' on the unaudited Condensed Consolidated Balance Sheet. Additionally, on September 18, 2026, NCM LLC repaid the full amount outstanding under the 2025 Credit Facility, as defined below, and terminated the agreement. Borrowings under the 2026 Revolving Facility may be used for, among other things, working capital and other general corporate purposes of NCM Holdings, NCM LLC and Captivate. The 2026 Credit Agreement matures on September 18, 2031 and bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the 2026 Credit Agreement is 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings. On March 31, 2026, the Company introduced a transformation initiative to increase operational efficiencies and allow for the ultimate automation of certain functions (the “2026 Transformation Initiative”). The Company eliminated the positions of approximately 10.0% of its workforce and transitioned the positions of an additional portion of its workforce to an outsourced service provider. The 2026 Transformation Initiative was completed in the third quarter of 2026. In conjunction with this initiative, the Company reviewed all vendor relationships and is in the process of terminating its relationship with certain vendors, resulting in termination fees of $0.3 million and $3.4 million for the three and nine months ended October 1, 2026, respectively. On November 14, 2025, NCM LLC entered into the Membership Interest Purchase Agreement (“MIPA”) with Spotlight Cinema Networks (“Spotlight”), the only U.S. cinema advertising company dedicated to serving art house, luxury and dine-in exhibitors. The acquisition of Spotlight added high-scale luxury screens and exhibitors that offer unique and engaging customer experiences to our platform, unlocking new advertising and preshow entertainment inventory across theaters nationwide. Spotlight’s exhibitor partners, including Cinépolis Luxury Cinema, Landmark Theatres, Flix Brewhouse and LOOK Dine-In Cinemas, complement NCM LLC’s national theater network and extend NCM LLC’s reach among culturally engaged premium audiences. The addition of Spotlight’s footprint increased NCM LLC’s national market share by more than 6.0% and expanded its theater presence by approximately 30.0% in the critical New York and Los Angeles markets. The Company paid $8.2 million of purchase consideration to acquire 100.0% of the ownership of Spotlight. Spotlight was consolidated within the Company's financial statements as of November 15, 2025. On April 17, 2025, the Company and AMC entered into the Second Amended and Restated Exhibitor Services Agreement (the “2025 AMC Agreement”) and a separate termination agreement (the “AMC Termination Agreement”) by and among NCM LLC, NCM, Inc. and AMC. The 2025 AMC Agreement extended the term of the ESA by five years, more closely aligned the program distributed by NCM LLC in AMC theaters to the predominant pre-feature program show structure distributed in the rest of NCM LLC's advertising network and adjusted the consideration paid by NCM LLC. The AMC Termination Agreement waived AMC’s rights under certain agreements entered into at the time of the Company's initial public offering. The agreements were accounted for in accordance with the lease modification guidance within Accounting Standards Codification (“ASC”) 842—Leases, as the amended ESA contains a short-term operating lease of AMC’s screens. The agreements were considered combined as they were entered into contemporaneously by the same parties. As a result of the agreements, in the year ended January 1, 2026, NCM LLC released $24.8 million of the 'Payable under the TRA' and reversed the receivable of $10.6 million from AMC, related to unpaid integration payments and the receivable under the Common Unit Adjustment Agreement within 'Prepaid expenses and other assets' on the Company's unaudited Condensed Consolidated Balance Sheet. NCM LLC no longer has an obligation to make TRA payments to AMC, provide common units as a part of the Common Unit Adjustment Agreement or distribute NCM LLC's available cash to AMC, and the Company received the benefits of the revised ESA, including enhancements related to the pre-feature show structure and NCM's exclusive right to advertise in AMC's theaters. The net impact of these reversals was recorded to the 'Intangible Assets, net of amortization' as AMC's forfeiture of this net payable was considered akin to a lease incentive. The reduction in the intangible asset for the ESAs will result in reduced amortization expense, as it is considered akin to lease expense, for the remainder of the contract term. Refer to Note 5—Intangible Assets, Note 8—Income Taxes and Note 9—Commitments and Contingencies and the Company’s Form 8-K filed with the SEC on April 23, 2025 for additional detail surrounding these agreements. On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender (the “2025 Credit Facility”). The agreement provided for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding and terminated all commitments under its previous revolving credit facility, and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. The 2025 Credit Facility reduced the Company's overall interest expense, extended the maturity date to 2028 and was a cash flow-based revolving loan compared to the asset-based revolving loan of the previous revolving credit facility. On September 18, 2026, the Company repaid the full amount outstanding under the 2025 Credit Facility, terminated the agreement, and recorded a loss of $0.5 million within 'Loss on debt extinguishment' on the unaudited Condensed Consolidated Statements of Income. Basis of Presentation The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with generally accepted accounting principles (“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 January 1, 2026 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 January 1, 2026. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made 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. 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 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. 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 undiscounted cash flows utilized in assessing whether there are impairment indicators for the Company's intangible assets, the valuation of acquired businesses, discounted cash flows utilized in assessing impairment indicators for the Company's goodwill, the reserve for uncollectible accounts receivable, share-based compensation and income taxes. Actual results could differ from estimates. Significant Accounting Policies The Company’s annual financial statements included in its Form 10-K, filed for the fiscal year ended January 1, 2026, 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 sale of advertising to national, regional and local businesses in Noovie®, our cinema advertising and entertainment show seen on movie screens within the NCM Network across the U.S., the CineLife® Show seen within the Spotlight Cinema Network, through Captivate's digital screen network in office and residential buildings, within the lobby entertainment network (“LEN”), a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising, promotions and experiences in theater lobbies. In addition, NCM LLC sells data and digital advertising, including through the NCMx suite of products, NCM Boost℠, Boomerang℠, Bullseye℠ and Blueprint℠, as well as advertising in a variety of complementary out-of-home venues. The Company also has a long-term agreement to exhibit the advertising of the ESA Parties’ beverage suppliers. Revenue is recognized over time as the customer receives the benefits provided by NCM LLC’s advertising services and the Company has the right to payment for performance to date. The Company considers the terms of each arrangement to determine the appropriate accounting treatment. The Company, through Captivate, also derives revenue through subscription agreements with certain office and residential buildings to provide content within the buildings. Captivate also, at times, produces and delivers building specific content for a fee. Certain revenue share payments owed to the buildings are recorded as a reduction to revenue in accordance with GAAP. 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 credit losses, a contra asset account which reduces the net receivables balance. The allowance for credit losses balance is determined by pooling the Company’s receivables with similar risk characteristics, specifically by type of customer (national advertisers, local/regional advertisers and building subscribers) 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 advertiser 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 advertiser 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 cinema advertiser clients that are not individually significant. Building subscriber receivables are with building owners and building management companies and represent much smaller receivable balances per customer and have higher historical and expected credit loss patterns. 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 no customers through which it sourced advertising revenue that accounted for more than 10% of the Company's gross outstanding receivable balance as of October 1, 2026 and January 1, 2026. During the three and nine months ended October 1, 2026, and the three and nine months ended September 25, 2025, the Company had no customers that accounted for more than 10.0% of the Company's revenue. Long-lived Assets—The Company assesses impairment of long-lived assets pursuant to ASC 360—Property, Plant and Equipment. This includes determining whether certain triggering events have occurred that could affect the value of an asset. The Company recorded $0.1 million, $0.0 million, $0.1 million and $0.0 million in write-offs related to long-lived assets during the three months ended October 1, 2026 and September 25, 2025, or the nine months ended October 1, 2026 and September 25, 2025, respectively. Share-Based Compensation—The Company has issued stock options and restricted stock units to certain employees and its independent directors. The restricted stock unit and option 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 if management changes its estimate of the number of restricted stock units expected to vest in a specific period. 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 and options that vest upon achievement of certain market conditions is based on an estimate of the fair value of the granted restricted stock units or options on the grant date, which requires considerable judgment. The fair value of the granted restricted stock units or options 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 or options 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 October 1, 2026 and September 25, 2025, 0.0 million, 0.0 million, 1.7 million and 1.5 million restricted stock units were granted, respectively. During the three and nine months ended October 1, 2026 and September 25, 2025, 0.4 million, 0.3 million, 1.3 million and 1.3 million restricted stock units vested, respectively. Additionally, the Company recorded $2.4 million, $1.7 million, $6.4 million and $7.3 million in share-based compensation expense during the three and nine months ended October 1, 2026 and September 25, 2025, respectively, within ‘Network operating costs,’ ‘Selling and marketing costs’ and ‘Administrative and other costs’ within the unaudited Condensed Consolidated Statements of Operations or have been capitalized within ‘Property and equipment, net’ within the unaudited Condensed Consolidated Balance Sheets. Certain awards were modified resulting in incremental share-based compensation expense of $0.0 million, $0.0 million, $0.0 million and $0.4 million during the three and nine months ended October 1, 2026 and September 25, 2025, respectively. 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 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. There were 0.0 million, 0.0 million, 0.3 million and 3.3 million shares repurchased on the open market during the three and nine months ended October 1, 2026 and September 25, 2025, respectively. As the Company elected to retire the shares, in accordance with ASC 505—Equity, upon their retirement, any excess over par value paid, inclusive of direct costs, was recorded as a reduction to retained earnings of $0.0 million, $0.0 million, $0.8 million and $18.8 million for the three and nine months ended October 1, 2026 and September 25, 2025, respectively. As of October 1, 2026, 6.9 million shares have been repurchased on the open market since the program's inception. Segment Reporting—Advertising is the principal business activity of the Company and is the Company’s only operating and reportable segment under the requirements of ASC 280—Segment Reporting. The Company’s Chief Executive Officer is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The accounting policies of the one operating and reportable segment are described in the summary of significant accounting policies included in the Company's Form 10-K filed for the fiscal year ended January 1, 2026. The majority of segment revenues relate to services performed within the United States, with a minority performed in Canada. The Company’s segment assets are primarily generated and domiciled within the United States, with a small amount generated and domiciled in Canada. The chief operating decision maker assesses performance for the one operating and reportable segment and decides how to allocate resources using consolidated net loss, as presented on the unaudited Condensed Consolidated Statements of Operations as ‘Consolidated net loss,’ among other measures. Consolidated net loss is presented herein as the primary measure as it most closely aligns with US GAAP. The chief operating decision maker uses consolidated net loss to decide whether to utilize profits to invest in the Company or to recommend actions to the Board of Directors such as stock repurchases or future dividends. Consolidated net loss is also utilized to monitor actual results as compared to budgeted expectations to assess the performance of the one operating and reportable segment and in establishing management’s compensation. The Company’s significant segment expenses are consistent with the operating expense financial statement line items as presented within the unaudited Condensed Consolidated Statements of Operations. The Company’s other segment items are consistent with the non-operating income and expense financial statement line items as presented within the unaudited Condensed Consolidated Statements of Operations. The measure of segment assets used to allocate resources is total assets as reported on the unaudited Condensed Consolidated Balance Sheets, inclusive of cash and cash equivalents as well as accounts receivable as reported on the unaudited Condensed Consolidated Balance Sheets as ‘Cash and cash equivalents’ and ‘Receivables, net of allowance,’ respectively. Capital Expenditures—Capital expenditures within the three and nine months ended October 1, 2026 and September 25, 2025 include digital applications being developed primarily by the Company’s programmers and outside consultants, capitalized software development or upgrades for the Company’s Digital Content Software, audience targeting and data management systems, cinema advertising management system, equipment required for the Company’s Customer Experience Center and content production and post-production facilities, office leasehold improvements, desktop equipment for use by employees, and in certain cases, the costs necessary to install equipment at or digitize all or a portion of a network affiliate’s theaters when they are added to the Company’s network. Capital expenditures, for the three and nine months ended October 1, 2026 and September 25, 2025, were $0.4 million, $1.0 million, $1.4 million and $3.4 million, respectively. Foreign Currency Transactions—Results of operations for Captivate’s Canadian subsidiary where the Canadian dollar is the functional currency are translated into U.S. dollars each month using the average monthly exchange rate. Assets and liabilities from each subsidiary are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date. The related translation adjustments are recorded in other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The Company recognized foreign currency transaction losses of $0.0 million since September 18, 2026, for the three and nine months ended October 1, 2026. This balance is presented within 'Other non-operating income, net' within the unaudited Condensed Consolidated Statements of Operations. Comprehensive Income—Components of comprehensive income are reported directly in the unaudited Condensed Consolidated Statements of Operations and relate to foreign currency translation adjustments. Consolidation—NCM, Inc. consolidates the accounts of NCM LLC 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. NCM, Inc. consolidates the accounts of Captivate under the provisions of ASC 810—Consolidation as a voting interest entity, as NCM, Inc. acquired 100% of the voting interests in Captivate on September 18, 2026. There were no changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests for the three and nine months ended October 1, 2026 and September 25, 2025. Recently Adopted Accounting Pronouncements The Company did not adopt any accounting pronouncements during the three and nine months ended October 1, 2026. Recently Issued Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”), which expands the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Under the new guidance, entities must disclose additional information about certain costs and expenses on an annual and interim basis to enable investors to develop more decision-useful financial analyses. This guidance is effective for issuances relating to periods beginning on and after December 15, 2026. The Company is still evaluating the expected impact this will have on the Company’s Consolidated Financial Statements, but does not believe this will have a material impact on the Company’s Consolidated Financial Statements. In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internally developed software costs. Under the new guidance, the accounting will better align with how software is developed and eliminates the stage-based rules by establishing a principles-based framework consistent with modern software development practices. This guidance is effective for issuances on and after December 15, 2027. The Company is still evaluating the expected impact this will have on the Company’s Consolidated Financial Statements, but 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 unaudited Condensed Consolidated Financial Statements or notes thereto. |