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What changed in National CineMedia, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of National CineMedia, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+204 added−187 removedSource: 10-K (2025-03-06) vs 10-K (2024-03-18)

Top changes in National CineMedia, Inc.'s 2025 10-K

204 paragraphs added · 187 removed · 135 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe consolidated appeals of the Confirmation Order and the Regal Order on the merits are pending in the District Court for the Southern District of Texas. We are sometimes involved in legal proceedings arising in the ordinary course of business.
Biggest changeFollowing 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 not aware of any litigation currently pending that would have a material adverse effect on our operating results or financial condition.
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 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeWoods was appointed Executive Vice President and General Counsel in September 2021. Ms. Woods previously served in several key leadership roles on NCM’s legal team from 2010 through 2015, rising to the role of National CineMedia, LLC’s EVP and General Counsel. Ms.
Biggest changeWoods previously served in several key leadership roles on NCM’s legal team from 2010 through 2015, rising to the role of National CineMedia, LLC’s EVP and General Counsel. Ms. Woods previously served as General Counsel for Lucky’s Market from June of 2015 to June of 2020, including during its bankruptcy proceedings in January of 2020.
Ng previously served as the Chief Financial Officer and Head of Corporate Development of Allen Media Group from October 2018 until September 2021 where he led the company's finance organization and oversaw multiple large scale acquisitions and the refinancing of the company's capital structure. Before joining Allen Media Group, Mr.
Ng previously served as the Chief Financial Officer and Head of Corporate Development of Allen Media Group from October 2018 until September 2021 where he led the company's finance organization and oversaw multiple large scale acquisitions and the refinancing of the 34 company's capital structure. Before joining Allen Media Group, Mr.
Lesinski served as the Non-Employee Chairman of the Board of Directors of NCM, Inc. since August 33 2018 and as a member of the Board of Directors of NCM, Inc. since 2014. In addition to his roles on the Board of Directors of NCM, Inc., Mr.
Lesinski served as the Non-Employee Chairman of the Board of Directors of NCM, Inc. since August 2018 and as a member of the Board of Directors of NCM, Inc. since 2014. In addition to his roles on the Board of Directors of NCM, Inc., Mr.
There are no family relationships between any of the persons listed below, or between any of such persons and any of the directors of the Company or any persons nominated or chosen by the Company to become a director or executive officer of the Company. Name Age Position Thomas F. Lesinski 64 Chief Executive Officer Ronnie Y.
There are no family relationships between any of the persons listed below, or between any of such persons and any of the directors of the Company or any persons nominated or chosen by the Company to become a director or executive officer of the Company. Name Age Position Thomas F. Lesinski 65 Chief Executive Officer Ronnie Y.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers Shown below are the names, ages as of the filing date of this Form 10-K, and current positions of our executive officers.
Item 4. Min e Safety Disclosures Not applicable. Information about our Executive Officers Shown below are the names, ages as of the filing date of this Form 10-K and current positions of our executive officers.
Ng’s investment banking career, he provided financial and accounting due diligence services for merger and acquisition and financing transactions at Arthur Andersen. Mr. Ng holds a Bachelor of Science degree in finance from the University of Illinois at Urbana-Champaign and was a licensed general securities representative (Series 7) and Uniform Securities Agent (Series 63). Scott D. Felenstein. Mr.
Ng’s investment banking career, he provided financial and accounting due diligence services for merger and acquisition and financing transactions at Arthur Andersen. Mr. Ng holds a Bachelor of Science degree in finance from the University of Illinois at Urbana-Champaign and was a licensed general securities representative (Series 7) and Uniform Securities Agent (Series 63). Catherine Sullivan. Ms.
Ng 44 Chief Financial Officer Scott D. Felenstein 55 President of Sales, Marketing & Partnerships Maria V. Woods 55 Executive Vice President, General Counsel and Secretary Thomas F. Lesinski. Mr. Lesinski was appointed Chief Executive Officer of NCM, Inc. in August 2019. Prior to his current position, Mr.
Ng 45 Chief Financial Officer Catherine Sullivan 59 President of Sales, Marketing & Partnerships Maria V. Woods 56 Executive Vice President, General Counsel and Secretary Thomas F. Lesinski. Mr. Lesinski was appointed Chief Executive Officer of NCM, Inc. in August 2019. Prior to his current position, Mr.
Woods previously served as General Counsel for Lucky’s Market from June of 2015 to June of 2020, including during their bankruptcy proceedings in January of 2020. In between her role at Lucky’s Market and returning to NCM in September 2021, Ms.
In between her role at Lucky’s Market and returning to NCM in September 2021, Ms.
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Felenstein was appointed as President of Sales, Marketing & Partnerships in July 2021. Prior to this appointment, Mr. Felenstein served as Executive Vice President and Chief Revenue Officer since April 2017. Prior to joining NCM, Inc., Mr.
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Sullivan was appointed as President of Sales, Marketing & Partnerships in May 2024. Prior to this appointment, Ms. Sullivan founded CSA Media, a media consulting firm, in August 2023 through which she served as an advisor to several private companies in the media and ad tech sectors. Ms.
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Felenstein served as Executive Vice President, National Advertising Sales for Discovery Communications, Inc. since 2013 and Senior Vice President, National Advertising Sales for Discovery Communications, Inc. since 2000. Prior to working at Discovery Communications, Inc., Mr. Felenstein served on the digital ad sales team at Excite@Home and worked as an account executive at CBS Sports. Maria V. Woods. Ms.
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Sullivan was previously the Chief Executive Officer of PHD Media US, a media and advertising agency, from September 2020 to June 2023. Before PHD Media US, Ms.
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Sullivan served as the President of Investment from October 2016 to February 2019 and Chief Investment Officer of North America from February 2019 to September 2020 for Omnicom Media Group, a media and advertising agency. Prior to working for Omnicom Media Group, Ms.
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Sullivan held sales leadership roles at ABC Television from 2001 to 2016 and began her career working in progressively senior roles in the sales organization at NBC Universal from 1988 to 2001. Maria V. Woods. Ms. Woods was appointed Executive Vice President and General Counsel in September 2021. Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs September 29, 2023 through October 26, 2023 — $ — — N/A October 27, 2023 through November 30, 2023 — $ — — N/A December 1, 2023 through December 28, 2023 — $ — — N/A Item 6. [RESERVED] 35
Biggest changeIssuer Purchases of Equity Securities The table below provides information about shares purchased in connection with the Company’s share repurchase program during the three months ended December 26, 2024. 35 Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs (in millions) (1) September 27, 2024 through October 24, 2024 169,895 $ 6.59 169,895 $ 87.8 October 25, 2024 through November 28, 2024 60,608 $ 6.74 60,608 $ 87.4 November 29, 2024 through December 26, 2024 70,000 $ 6.67 70,000 $ 86.9 Total for the quarter ended December 26, 2024 300,503 $ 6.64 300,503 $ 86.9 (1) 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, $0.01 par value, is traded on The Nasdaq Global Select Market under the symbol “NCMI”. There were 284 stockholders of record as of March 14, 2024 (does not include beneficial holders of shares held in “street name”).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock, $0.01 par value, is traded on The Nasdaq Global Select Market under the symbol “NCMI”. There were 226 stockholders of record as of February 28, 2025 (does not include beneficial holders of shares held in “street name”).
Dividend Policy At the discretion of the Board of Directors, it is the Company’s intention to distribute substantially all its free cash flow to stockholders through dividends.
Dividend Policy At the discretion of the Board of Directors, the Company will consider returning a portion of its free cash flow to stockholders.
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Issuer Purchases of Equity Securities 34 The table below provides information about shares delivered to the Company from restricted stock held by Company employees upon vesting for the purpose of funding the recipient’s tax withholding obligations.
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Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. Item 6 . [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table shows the changes in non-operating income for 2023 and 2022 (in millions): Fiscal Year $ Change % Change 2023 2022 2022 to 2023 2022 to 2023 Interest on borrowings $ 27.9 $ 79.7 $ (51.8) (65.0) % Loss (gain) on modification and retirement of debt, net 0.4 (5.9) 6.3 (106.8) % Loss on re-measurement of the payable under the tax receivable agreement 9.3 2.2 7.1 322.7 % Gain on sale of asset (0.3) (2.2) 1.9 (86.4) % Gain on deconsolidation of affiliate (557.7) — (557.7) 100.0 % Gain on re-measurement of investment in NCM LLC (35.5) — (35.5) (86.4) % Gain on reconsolidation of NCM LLC (167.8) — (167.8) 100.0 % Other non-operating income (0.3) (0.7) 0.4 (57.1) % Total non-operating (income) expense $ (724.0) $ 73.1 $ (797.1) (1090.4) % The increase in non-operating income was primarily due to a $557.7 million gain on deconsolidation of affiliate, a $167.8 million gain on reconsolidation of NCM LLC and a $35.5 million gain on remeasurement of NCM LLC recorded after NCM LLC emerged from bankruptcy and was reconsolidated on August 7, 2023, as well as a $51.8 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 on August 7, 2023.
Biggest changeThe following table shows the changes in non-operating expense for 2024 and 2023 (in millions): Fiscal Year $ Change % Change 2024 2023 2023 to 2024 2023 to 2024 Interest on borrowings $ 1.7 $ 27.9 $ (26.2 ) (93.9 )% Interest income (2.4 ) (0.1 ) (2.3 ) 100.0 % Loss on re-measurement of the payable under the tax receivable agreement 4.6 9.3 (4.7 ) (50.5 )% Gain on deconsolidation of affiliate — (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 — (167.8 ) 167.8 (100.0 )% Other non-operating income (1.3 ) (0.1 ) (1.2 ) 1200.0 % Total non-operating expense (income) $ 2.6 $ (724.0 ) $ 726.6 (100.4 )% The increase in non-operating expense was primarily due to the $557.7 million decrease in gain on deconsolidation of affiliate, the $167.8 million decrease in gain on reconsolidation of NCM LLC and the $35.5 million decrease in gain on remeasurement of NCM LLC incurred in 2023, as compared to 2024.
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, 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.
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, 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 any amount of dividends to NCM, Inc.’s common stockholders.
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.
The Revolving Credit Facility 2023 also 45 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.
Critical Accounting Estimates and Policies 49 The significant accounting policies of the Company are described in Note 1 to the audited Consolidated Financial Statements included elsewhere in this document. Certain accounting policies involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, which management considers critical accounting policies.
Critical Accounting Estimates and Policies The significant accounting policies of the Company are described in Note 1 to the audited Consolidated Financial Statements included elsewhere in this document. Certain accounting policies involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, which management considers critical accounting policies.
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 focus on many operating metrics including 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.
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 LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies.
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 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.
We 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. 36 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.
We 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 the Confirmation Order approving the Disclosure Statement on a final basis and confirming the Company’s Plan.
A limitation of both 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 44 business.
A limitation of both 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 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.
In connection with the Regal Advertising 38 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.
The ESA Parties’ current 45 long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future.
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.
The results of operations data discussed herein were derived from the audited Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the notes thereto. We have a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal year 2023 contained 52 weeks and fiscal year 2022 contained 52 weeks.
The results of operations data discussed herein were derived from the audited Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the notes thereto. We have a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal year 2024 contained 52 weeks and fiscal year 2023 contained 52 weeks.
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, and is secured by a lien on substantially all of assets of NCM LLC.
The Revolving Credit Facility 2023 was 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, and was secured by a lien on substantially all of assets of NCM LLC.
Distributions from NCM LLC and NCM, Inc. cash balances should be sufficient to fund payments associated with the TRA, income taxes and any stock buybacks or declared dividends for the foreseeable future at the discretion of the Board of Directors.
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.
NCM LLC can also make payments pursuant to the Common Unit Adjustment Agreement and Tax Receivable Agreement in the amount, and at the time necessary to satisfy the contractual obligations with respect to the actual cash tax benefits payable to NCM LLC’s founding members.
NCM LLC could also make payments pursuant to the Common Unit Adjustment Agreement and Tax Receivable Agreement in the amount, and at the time necessary to satisfy the contractual obligations with respect to the actual cash tax benefits payable to NCM LLC’s founding members.
In order to develop future undiscounted net cash flows, we utilize estimates and assumptions based on historical data and consideration of future market conditions while incorporating management’s expectations as of the balance sheet date.
In order to calculate the future undiscounted net cash flows, we utilize estimates and assumptions based on historical data and consideration of future market conditions while incorporating management’s expectations as of the balance sheet date.
Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management use this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation.
Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation.
The declaration, payment, timing and amount of any future 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.
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.
The tax benefits recognized in the audited Consolidated Financial Statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. For fiscal 2023, our provision for income taxes was $0.0 million.
The tax benefits recognized in the audited Consolidated Financial Statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. For fiscal 2024, our provision for income taxes was $0.2 million.
Management’s Discussion and Analysis of Financial Condition and Results of Operations As discussed in the forepart of this report, some of the information in this Annual Report on Form 10-K 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, as amended (the “Exchange Act”).
Managem ent’s Discussion and Analysis of Financial Condition and Results of Operations As discussed in the forepart of this report, some of the information in this Annual Report on Form 10-K 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, as amended (the “Exchange Act”).
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.
The Revolving Credit Facility 2023 also contained customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions.
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.
The Revolving Credit Facility 2023 also contained a financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month was at least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period began 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.
Discussions of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2022.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2023.
Our management use this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation.
Our management uses this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation.
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 interest rate under the Revolving credit facility 2023 was a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments were utilized or (ii) 4.50% if 50% or more of revolving commitments were utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this determination).
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 as declared by the Board of Directors.
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, strategic initiatives 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 does expect to make a TRA payment in 2025 for the 2024 tax year and did not make a TRA payment in 2024 for the 2023 tax year.
(2) NCM LLC’s total capacity under the Revolving Credit Facility 2023, which is subject to fluctuations in the underlying assets, is $55.0 million as of December 28, 2023.
(2) NCM LLC’s total capacity under the Revolving Credit Facility 2023, which is subject to fluctuations in the underlying assets, is $55.0 million as of December 26, 2024.
As of December 28, 2023, the amount available under the NCM LLC Revolving Credit Facility 2023 in the table above is net of the amount outstanding under the Revolving Credit Facility 2023 of $10.0 million and the outstanding letters of credit of $0.6 million.
As of December 26, 2024, the amount available under the NCM LLC Revolving Credit Facility 2023 in the table above is net of the amount outstanding under the Revolving Credit Facility 2023 of $10.0 million and the outstanding letters of credit of $0.6 million.
A Trigger Period ends only if (i) no event of default existed for the preceding thirty (30) consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments.
A Trigger Period ended only if (i) no event of default existed for the preceding thirty (30) consecutive days and (ii) availability was greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments.
The weighted average remaining term of the ESAs and the network affiliate agreements is 11.9 years as of December 28, 2023. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Noovie Show and our LEN programming are distributed predominantly via satellite through our proprietary DCN.
The weighted average remaining term of the ESAs and the network affiliate agreements is 11.3 years as of December 26, 2024. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Noovie Show and our LEN programming are distributed predominantly via satellite through our proprietary DCN.
When these restrictions are effective, NCM LLC may still pay the services fee and reimbursable costs pursuant to terms of a management services agreement, between NCM, Inc. and NCM LLC, in exchange for NCM, Inc. providing specified management services to NCM LLC.
When these restrictions were effective, NCM LLC could still pay the services fee and reimbursable costs pursuant to terms of a management services agreement, between NCM, Inc. and NCM LLC, in exchange for NCM, Inc. providing specified management services to NCM LLC.
In 2023 and 2022, Cinemark and Regal, prior to its termination of the ESA, purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations 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 2024, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements.
As of December 28, 2023, 100% of our borrowings bear interest at variable rates and as such, 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.
As of December 26, 2024, 100.0% of our borrowings bear interest at variable rates and as such, 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.
On February 1, 2023, Cineworld filed a motion for summary judgment on NCM LLC’s adversary proceeding with a hearing scheduled during the second quarter of 2023. On May 5, 2023, NCM LLC and Regal agreed to stay the ongoing litigation while the parties worked towards the terms of a new arrangement for NCM LLC to provide advertising services to Regal.
On February 1, 2023, Cineworld filed a motion for summary judgment on NCM LLC’s adversary proceeding. On May 5, 2023, NCM LLC and Regal agreed to stay the ongoing litigation while the parties worked towards the terms of a new arrangement for NCM LLC to provide advertising services to Regal.
Capital expenditures in 2023 were $5.3 million (including $2.0 million associated with upgrades to our existing systems related to the continued upgrades of our cinema advertising management system; $1.5 million associated with digital product development; $1.3 million associated with certain implementation and prepaid costs associated with Cloud Computing arrangements and $0.3 million associated with network affiliate additions) compared to $4.2 million for the 2022 period (including $1.9 million associated with digital product development; $0.9 million associated with upgrades to our existing systems related to the continued upgrades of our cinema advertising management system; $0.4 million associated with network affiliate additions and $0.1 million associated with certain implementation and prepaid costs associated with Cloud Computing arrangements).
Capital expenditures in 2024 were $5.6 million (including $1.9 million associated with upgrades to our existing systems related to the continued upgrades of our cinema advertising management system; $1.7 million associated with leasehold improvements; $1.0 million associated with digital product development; $0.4 million associated with network affiliate additions and $0.4 million associated with certain implementation and prepaid costs associated with Cloud Computing arrangements) compared to $5.3 million in 2023 (including $2.0 million associated with upgrades to our existing systems related to the continued upgrades of our cinema advertising management system; $1.5 million associated with digital product development; $1.3 million associated with certain implementation and prepaid costs associated with Cloud Computing arrangements and $0.3 million associated with network affiliate additions).
If there are borrower distribution restrictions on the payments, NCM LLC may not declare or pay any dividends, or make any payments on account of NCM LLC or make any other distribution for obligations of NCM LLC.
If there were borrower distribution restrictions on the payments, NCM LLC could not declare or pay any dividends, or make any payments on account of NCM LLC or make any other distribution for obligations of NCM LLC.
This section of this Form 10-K generally discusses fiscal 2023 and fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022.
This following section of this Form 10-K generally discusses fiscal 2024 and fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023.
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 (only NCM, Inc. as of December 28, 2023). The other members are only able to receive available cash when they hold units.
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 (only NCM, Inc. and AMC as of December 26, 2024). The other members are only able to receive available cash when they hold units.
As of December 28, 2023, NCM LLC’s maximum availability under the $55.0 million Revolving Credit Facility 2023 was $44.4 million, net of $10.0 million outstanding and net letters of credit of $0.6 million. The weighted-average interest rate on the Revolving Credit Facility 2023 as of December 28, 2023 was 9.20%.
As of December 26, 2024, NCM LLC’s maximum availability under the $55.0 million Revolving Credit Facility 2023 was $44.4 million, net of $10.0 million outstanding and net letters of credit of $0.6 million. The weighted-average interest rate on the Revolving Credit Facility 2023 as of December 26, 2024 was 8.4%.
The Company believes the presentation of this measure 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, amounts of amortization of intangibles, non-cash share-based compensation programs, executive transition costs, advisor fees related to abandoned financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
The Company believes the presentation of this measure 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 43 other companies that may have different depreciation and amortization policies, non-cash share-based payment costs, impairment of long-lived assets, workforce reorganization costs, termination of the Regal ESA, system optimization costs, satellite transition costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
The results of operations data for the years ended December 28, 2023 and December 29, 2022 and the balance sheet data as of December 28, 2023 and December 29, 2022 are derived from the audited Consolidated Financial Statements of NCM, Inc. included elsewhere in this document.
Summary Operating Data The results of operations data for the years ended December 26, 2024 and December 28, 2023 and the balance sheet data as of December 26, 2024 and December 28, 2023 are derived from the audited Consolidated Financial Statements of NCM, Inc. included elsewhere in this document.
NCM LLC is permitted to make quarterly dividend payments and other payments based on the fixed charge coverage ratio and availability thresholds so long as no default or event of default has occurred and continues to occur.
NCM LLC was permitted to make quarterly dividend payments and other payments based on the fixed charge coverage ratio and availability thresholds so long as no default or event of default had occurred and continued to occur.
Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represents the only amount currently outstanding under the Revolving Credit Facility 2023 as of December 28, 2023.
Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represented the only amount currently outstanding under the Revolving Credit Facility 2023, as of December 26, 2024.
As of December 28, 2023, NCM LLC was in compliance with the financial covenants of the Revolving Credit Facility 2023 described above. As of December 28, 2023, the weighted average remaining maturity was 2.6 years.
As of December 26, 2024, NCM LLC was in compliance with the financial covenants of the Revolving Credit Facility 2023 described above. As of December 26, 2024, the weighted average remaining maturity was 1.6 years.
The Company believes the presentation of this measure 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, amounts of amortization of intangibles, non-cash share-based compensation programs, executive transition costs, advisor fees related to abandoned financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
The Company believes the presentation of this measure 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 payment costs, impairment of long-lived assets, workforce reorganization costs, termination of the Regal ESA, system optimization costs, satellite transitions costs, advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
(7) Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld Proceeding and Chapter 11 Case and related appeals during the year ended December 28, 2023, as well as retention related expenses and retainers to the members of the special and restructuring committees of the Company’s Board of Directors.
(7) Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld Proceeding and Chapter 11 Case and related appeals, as well as insurance and retention related expenses and retainers related to the members of the special and restructuring committees of the Company’s Board of Directors.
Given the additional pre-tax book losses in 2022, the Company continues to have a valuation allowance in the amount of $146.0 million against the deferred tax asset as of December 28, 2023.
Given the additional pre-tax book losses in 2024, the Company continues to have a valuation allowance in the amount of $169.1 million against the deferred tax asset as of December 26, 2024. The Company had a valuation allowance in the amount of $146.0 million against the deferred tax asset as of December 28, 2023.
There are no borrower distribution restrictions as long as NCM LLC’s fixed coverage ratio is 1.1:1.0, NCM LLC maintains availability under the availability thresholds and NCM LLC is in compliance with its debt covenants.
There were no borrower distribution restrictions as long as NCM LLC’s fixed coverage ratio was 1.1:1.0, NCM LLC maintained availability under the availability thresholds and NCM LLC was in compliance with its debt covenants.
As of December 28, 2023, the NCM LLC’s fixed charge coverage ratio was 54.2:1.0 (versus the required ratio of 1.1:1.0) and had availability under the Revolving Credit Facility 2023 of $44.4 million (versus the applicable availability threshold of $8.25 million).
As of December 26, 2024, the NCM LLC’s fixed charge coverage ratio was 1.7 to 1.0 (versus the required ratio of 1.1:1.0) and had availability under the Revolving Credit Facility 2023 of $44.4 million (versus the applicable availability threshold of $8.25 million).
Our 2024 fiscal year will also contain 52 weeks. Throughout this document, we refer to our fiscal years as set forth below: Reference in Fiscal Year Ended this Document December 28, 2023 2023 December 29, 2022 2022 Results of Operations Fiscal Years 2023 and 2022 Revenue .
Our 2025 fiscal year will contain 53 weeks. Throughout this document, we refer to our fiscal years as set forth below: Reference in Fiscal Year Ended this Document December 26, 2024 2024 December 28, 2023 2023 Results of Operations Fiscal Years 2024 and 2023 Revenue .
Dividend payments and other distributions are made if the fixed charge coverage ratio is in excess of 1.1:1.0 and availability, after the distribution, is in compliance with the availability thresholds.
Dividend payments and other distributions could have been made if the fixed charge coverage ratio was in excess of 1.1:1.0 and availability, after the distribution, was in compliance with the availability thresholds.
A summary of our financial liquidity is as follows (in millions): Years Ended $ Change December 28, 2023 December 29, 2022 2022 to 2023 Cash, cash equivalents and marketable securities (1) $ 34.6 $ 62.7 $ (28.1) NCM LLC’s Revolving Credit Facility 2023 availability (2) 44.4 — 44.4 NCM LLC’s revolver credit facility availability (3) — 7.2 (7.2) Total liquidity $ 79.0 $ 69.9 $ 9.1 46 (1) Included in cash and cash equivalents as of December 28, 2023 and December 29, 2022 there was $31.9 million and $59.4 million, respectively, of cash held by NCM LLC which is not available to satisfy NCM, Inc.'s dividend payments and other NCM, Inc. obligations.
A summary of our financial liquidity is as follows (in millions): Years Ended $ Change December 26, 2024 December 28, 2023 2023 to 2024 Cash, cash equivalents and marketable securities (1) $ 75.2 $ 34.6 $ 40.6 NCM LLC’s Revolving Credit Facility 2023 availability (2) 44.4 44.4 — Total liquidity $ 119.6 $ 79.0 $ 40.6 (1) Included in cash and cash equivalents as of December 26, 2024 and December 28, 2023 there was $63.5 million and $31.9 million, respectively, of cash held by NCM LLC which is not available to satisfy NCM, Inc.'s dividend payments and other NCM, Inc. obligations.
As of December 28, 2023, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 65.4% of our network. All other NCM network theater circuits, which make up the remaining 34.6% of our network, present The Noovie Show, without Post-Showtime advertising inventory.
As of December 26, 2024, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 65.0% of our network. All other NCM network theater circuits, which make up the remaining 35.0% of our network, present The Noovie Show, without Post-Showtime advertising inventory.
We expect approximately $3.2 million of capital expenditures related to upgrades to our Digital Content Software distribution and content management software and our other internal management systems, including our cinema advertising management system, reporting systems, network equipment related to currently contracted network affiliate theaters, server and storage upgrades and software licensing, $ 1.5 million towards network affiliate additions, $1.5 million towards digital products and data sets and $0.2 million towards leasehold improvements.
We expect approximately $6.0 million of capital expenditures related to upgrades to our Digital Content distribution and management software and our other internal management systems, including our cinema advertising management system, reporting systems, network equipment and software licensing, $2.0 million towards network affiliate additions and upgrades to 47 currently contracted network affiliates, $1.5 million towards digital products and audience measurement tools and $1.0 million towards leasehold improvements.
Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude amortization of intangibles, non-cash share-based payment costs, executive transition costs, advisor fees related to abandoned financing transactions, impairment of long-lived assets, sales force reorganization costs, termination of the Regal ESA and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case.
Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude non-cash share-based payment costs, impairment of long-lived assets, workforce reorganization costs, termination of the Regal ESA, system optimization costs, satellite transitions costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case.
The capital expenditures have typically been satisfied through cash flow from operations. All capital expenditures related to the DCN within the ESA Parties’ theaters have been made by the ESA Parties under the ESAs.
The capital expenditures have typically been satisfied through cash flow from operations. All capital expenditures related to the DCN within the ESA Parties’ theaters have been made by the ESA Parties under the ESAs. We expect they will continue to be made by the ESA Parties in accordance with the ESAs.
The maximum availability NCM LLC has access to under the Revolving Credit Facility 2023 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 maximum availability NCM LLC had access to under the Revolving Credit Facility 2023 is $55.0 million. The proceeds of the Revolving Credit Facility 2023 could have been used for, inter alia, working capital and capital expenditures. The Revolving Credit Facility 2023 would have matured on August 7, 2026.
The Revolving Credit Facility 2023 contains a number of covenants and financial ratio requirements, with which NCM LLC was in compliance at December 28, 2023, including maintaining a fixed charge coverage ratio in excess of 1.1:1.00 on a monthly basis while maintaining availability in excess of either (i) $8.25 million or (ii) 15.0% of the aggregate revolver commitments (the “availability thresholds”).
Upon execution of the Revolving Credit Facility 2023, NCM LLC recorded $2.4 million as debt issuance costs and received $9.1 million in proceeds. 48 The Revolving Credit Facility 2023 contained a number of covenants and financial ratio requirements, with which NCM LLC was in compliance at December 26, 2024, including maintaining a fixed charge coverage ratio in excess of 1.1:1.00 on a monthly basis while maintaining availability in excess of either (i) $8.25 million or (ii) 15.0% of the aggregate revolver commitments (the “availability thresholds”).
In addition, Adjusted OIBDA and Adjusted OIBDA margin have the limitation of not reflecting the effect of the Company’s depreciation, amortization of intangibles, non-cash share-based payment costs, executive transition costs, advisor fees related to abandoned financing transactions, impairments of long-lived assets, sales force reorganization costs, termination of the Regal ESA and advisor fees related to involvement in the Cineworld Proceeding or Chapter 11 Case.
In addition, Adjusted OIBDA and Adjusted OIBDA margin have the limitation of not reflecting the effect of the Company’s depreciation and amortization expense, non-cash share-based payment costs, impairment of long-lived assets, workforce reorganization costs, termination of the Regal ESA, system optimization costs, satellite transitions costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case.
This increase was primarily due to a $6.0 million increase in personnel related costs primarily related to a retention program implemented to ensure continuity of the management team during the Chapter 11 Case, a $3.3 million increase in advisor and legal fees related to the Chapter 11 Case and Cineworld Proceeding, $0.9 million increase in personnel related costs primarily due to retainers paid to the members of the special and restructuring committees of the Company’s Board of Directors during the Chapter 11 Case, as compared to 2022.
This increase was offset by a $2.7 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding, a $2.5 million decrease in personnel related costs due to a retention program implemented to ensure continuity of the management team during the Chapter 11 Case in place the majority of 2023, as compared to 2024, as well as a $0.5 million decrease in personnel related costs primarily due to retainers paid to the members of the special and restructuring committees of the Company’s Board of Directors during the Chapter 11 Case and a $0.3 million decrease in other corporate expenses in 2024, as compared to 2023.
The increase was primarily due to a $4.8 million increase in amortization expense of NCM LLC’s intangible assets following the fair value adjustments to NCM LLC’s intangible assets upon reconsolidation with NCM, Inc. on August 7, 2023.
Amortization expense increased $8.0 million, or 26.8%, from $29.8 million in 2023, to $37.8 million in 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.
Basis of Presentation Prior to the completion of our IPO, NCM LLC was wholly-owned by its ESA Parties. In connection with the offering, NCM, Inc. purchased newly issued common membership units from NCM LLC and common membership units from NCM LLC’s ESA Parties and became a member of and the sole manager of NCM LLC.
In connection with the offering, NCM, Inc. purchased newly issued common membership units from NCM LLC and common membership units from NCM LLC’s ESA Parties and became a member of and the sole manager of NCM LLC.
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 December 28, 2023 were $37.6 million (including $34.9 million of cash and restricted cash held by NCM LLC).
Sources of Capital and Capital Requirements 46 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 and cash equivalents balances, which as of December 26, 2024 were $78.2 million (including $66.5 million of cash and restricted cash held by NCM LLC).
Results of Operations - NCM LLC The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the years ended December 28, 2023 and December 29, 2022 for NCM LLC: Years Ended $ Change % Change ($ in millions) Dec. 28, 2023 Dec. 29, 2022 2022 to 2023 2023 to 2022 Revenue $ 259.8 $ 249.2 $ 10.6 4.3 % Operating expenses: Advertising operating costs 48.4 27.2 21.2 77.9 % Network costs 8.9 8.4 0.5 6.0 % ESA theater access fees and revenue share 72.7 82.3 (9.6) (11.7) % Selling and marketing costs 44.1 42.8 1.3 3.0 % Administrative and other costs 75.9 32.7 43.2 132.1 % Loss on impairment of Regal ESA 125.7 — 125.7 100.0 % Impairment of long-lived assets 8.9 5.8 3.1 53.4 % Administrative fee—managing member 21.7 11.0 10.7 97.3 % Depreciation expense 4.6 6.5 (1.9) (29.2) % Amortization expense 29.8 25.0 4.8 19.2 % Total operating expenses 440.7 241.7 199.0 82.3 % Operating (loss) income $ (180.9) $ 6.9 $ (187.8) (2721.7) % Adjusted OIBDA $ 52.7 $ 57.3 $ (4.6) (8.0) % Adjusted OIBDA margin 20.3 % 23.0 % (2.7) % (2.7) % Total theater attendance (in millions) (1) 438.9 394.8 44.1 11.2 % 42 (1) Represents the total attendance within NCM LLC’s advertising network, excluding screens and attendance associated with AMC Carmike theaters that are currently part of another cinema advertising network for each of the periods presented.
Results of Operations - NCM LLC 41 The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the years ended December 26, 2024 and December 28, 2023 for NCM LLC: Years Ended $ Change % Change ($ in millions) Dec. 26, 2024 Dec. 28, 2023 2023 to 2024 2023 to 2024 Revenue $ 240.8 $ 259.8 $ (19.0 ) (7.3 )% Operating expenses: Network operating costs 13.7 14.7 (1.0 ) (6.8 )% ESA Parties and network affiliate fees 111.9 115.3 (3.4 ) (2.9 )% Selling and marketing costs 41.6 44.1 (2.5 ) (5.7 )% Administrative and other costs 28.8 75.9 (47.1 ) (62.1 )% Loss on impairment of Regal ESA — 125.7 (125.7 ) (100.0 )% Impairment of long-lived assets — 8.9 (8.9 ) (100.0 )% Administrative fee—managing member 21.9 21.7 0.2 0.9 % Depreciation expense 4.6 4.6 — 0.0 % Amortization expense 37.8 29.8 8.0 26.8 % Total operating expenses 260.3 440.7 (180.4 ) (40.9 )% Operating loss $ (19.5 ) $ (180.9 ) $ 161.4 (89.2 )% Adjusted OIBDA $ 45.7 $ 52.7 $ (7.0 ) (13.3 )% Adjusted OIBDA margin 19.0 % 20.3 % (1.3 )% (6.4 )% Total theater attendance (in millions) (1) 390.7 438.9 (48.2 ) (11.0 )% Total screens 18,028 18,403 (375.0 ) (2.0 )% Total ESA Party screens 9,455 9,573 (118.0 ) (1.2 )% (1) Represents the total attendance within NCM LLC’s advertising network, excluding screens and attendance associated with AMC Carmike theaters that are currently part of another cinema advertising network for each of the periods presented.
(6) The net impact of Regal’s termination of the ESA resulting from the disposal of the intangible asset partially offset by the surrender of Regal’s ownership in the Company and the forgiveness of prepetition claims.
(4) The net impact of Regal’s termination of the ESA resulting from the disposal of the intangible asset partially offset by the surrender of Regal’s ownership in the Company and the forgiveness of prepetition claims. 44 (5) One-time costs of transitioning satellite providers during 2024.
The primary purpose of the reverse stock split was to comply with the Company’s obligations under the NCMI 9019 Settlement and so that the Plan could become effective, as well as, to increase the per share market price of the Company’s common stock in an effort to maintain compliance with applicable Nasdaq continued listing standards with respect to the closing price of the Company’s common stock.
The primary purpose of the reverse stock split was to comply with the Company’s obligations under the NCMI 9019 Settlement so that the Plan could become effective, as well as, to increase the per share market price of the Company’s common stock in an effort to maintain compliance with applicable Nasdaq continued listing standards with respect to the closing price of the Company’s common stock. 37 Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC —On April 11, 2023, NCM LLC filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Code in the Bankruptcy Court.
Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represents the only amount currently outstanding under the Revolving Credit Facility 2023, as of December 28, 2023.
Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represents the only amount currently outstanding under the Revolving Credit Facility 2023, as of December 26, 2024. This balance was subsequently repaid on January 24, 2025 upon the termination of the Revolving Credit Facility 2023, effective on January 24, 2025.
The following table reconciles operating income to Adjusted OIBDA for NCM LLC for the periods presented (dollars in millions): Years Ended Dec. 28, 2023 Dec. 29, 2022 Dec. 30, 2021 Dec. 31, 2020 Dec. 26, 2019 Operating (loss) income $ (180.9) $ 6.9 $ (68.6) $ (61.0) $ 161.3 Depreciation expense 4.6 6.5 10.9 13.1 13.6 Amortization expense 29.8 25.0 24.7 24.6 26.7 Share-based compensation costs (1) 5.5 7.1 8.1 2.2 5.5 Advisor fees related to abandoned financing transactions (2) — 0.5 0.1 — — Executive transition costs (3) — — 0.1 — 0.4 Impairment of long-lived assets (4) 8.9 5.8 — 1.7 — Sales force reorganization costs (5) — 0.4 — — — Loss on termination of Regal ESA, net (6) 125.6 — — — — Advisor fees related to the Cineworld Proceeding (7) 59.2 5.1 — — — Adjusted OIBDA $ 52.7 $ 57.3 $ (24.7) $ (19.4) $ 207.5 Total revenue $ 259.8 $ 249.2 $ 114.6 $ 90.4 $ 444.8 Adjusted OIBDA margin 20.3 % 23.0 % (21.6) % (21.5) % 46.7 % (1) Share-based compensation costs are included in network operations, selling and marketing and administrative expense in the accompanying Consolidated Financial Statements.
The following table reconciles operating income to Adjusted OIBDA for NCM LLC for the periods presented (dollars in millions): Years Ended December 26, 2024 December 28, 2023 Operating loss $ (19.5 ) $ (180.9 ) Depreciation expense 4.6 4.6 Amortization expense 37.8 29.8 Share-based compensation costs (1) 12.2 5.5 Impairment of long-lived assets (2) — 8.9 Workforce reorganization costs (3) 2.9 — Loss on termination of Regal ESA, net (4) — 125.6 Satellite transition costs (5) 0.8 — System optimization costs (6) 0.4 — Advisor fees related to the Chapter 11 Case (7) 6.5 59.2 Adjusted OIBDA $ 45.7 $ 52.7 Total revenue $ 240.8 $ 259.8 Adjusted OIBDA margin 19.0 % 20.3 % (1) Share-based compensation costs are included in network operations, selling and marketing and administrative expense in the accompanying Consolidated Financial Statements.
If the carrying amount of an asset group is not recoverable, an impairment loss is recognized equal to the difference between the carrying amount and the fair value of the asset group.
Recoverability is assessed by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized equal to the difference between the carrying amount and the fair value of the asset group.
The available cash distribution to the members of NCM LLC for the three months ended December 28, 2023 was calculated as approximately $30.3 million, due entirely to NCM, Inc, as the sole holder of NCM LLC units as of December 28, 2023.
The available cash distribution to the members of NCM LLC for the year ended December 26, 2024 was calculated as approximately $26.2 million, due almost entirely to NCM, Inc, as the primary holder of NCM LLC units as of December 26, 2024.
COMMON SHARE: Basic $ 14.73 $ (3.50) $ (0.61) $ (0.84) $ 0.47 Diluted $ 14.34 $ (3.50) $ (0.61) $ (0.84) $ 0.46 Summary Operating Data Our 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.
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.
Refer to Note 6 to the audited Consolidated Financial Statements included elsewhere in this document. Revenue. Revenue increased $10.6 million, or 4.3%, from $249.2 million for the year ended 2022 to $259.8 million for the year ended 2023. National advertising revenue increased by $2.9 million, or 1.5%, from $187.2 million in 2022 to $190.1 million in 2023.
Refer to Note 6 to the audited Consolidated Financial Statements included elsewhere in this document. Revenue. Revenue decreased $19.0 million, or 7.3%, from $259.8 million in 2023 to $240.8 million in 2024. National advertising revenue decreased by $2.1 million, or 1.1%, from $190.1 million in 2023 to $188.0 million in 2024.
(4) The impairment of long-lived assets primarily relates to the write down of certain intangible assets related to a purchased affiliate and internally developed software and leasehold improvements no longer in use. (5) Sales force reorganization costs represents redundancy costs associated with changes to the Company’s sales force implemented during the first quarter of 2022.
(2) The impairment of long-lived assets primarily relates to the write down of certain intangible assets related to a purchased affiliate and internally developed software and leasehold improvements no longer in use.
As we do expect to generate pre-tax book income following the complete recovery from the lingering impacts of the COVID-19 Pandemic and Chapter 11 Case, we have recorded an impact from the Net Business Interest Expense Limitation IRC § 163(j) on our payable to ESA Parties under the TRA. 50 In addition, due to the basis differences resulting from our IPO-related transactions (including the TRA with the ESA Parties) and subsequent adjustments pursuant to the Common Unit Adjustment Agreement, we are required to make cash payments under the TRA to the ESA Parties in amounts equal to 90% of our actual tax benefit realized from the tax amortization of the basis difference for certain deferred assets noted above.
In addition, due to the basis differences resulting from our IPO-related transactions (including the TRA with the ESA Parties) and subsequent adjustments pursuant to the Common Unit Adjustment Agreement, we are required to make cash payments under the TRA to the ESA Parties in amounts equal to 90% of our actual tax benefit realized from the tax amortization of the basis difference for certain deferred assets noted above.
Following the effective date of the Regal Termination Agreement of July 14, 2023, Regal is no longer an ESA Party or related party and is included within the network affiliate metrics. Revolving Credit Facility 2023 —On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023 with the lenders party thereto and CIT Northbridge Credit LLC as agent.
Following the effective date of the Regal Termination Agreement of July 14, 2023, Regal is no longer an ESA Party or related party and is included within the network affiliate metrics.
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): Years Ended % Change ($ in millions) Dec. 28, 2023 Dec. 29, 2022 2023 to 2022 Revenue $ 165.2 $ 249.2 (33.7) % Operating expenses: Advertising operating costs 30.7 27.2 12.9 % Network costs 6.3 8.4 (25.0) % ESA theater access fees and revenue share 43.1 82.3 (47.6) % Selling and marketing costs 29.6 42.8 (30.8) % Administrative and other costs 57.3 44.3 29.3 % Impairment of long-lived assets — 5.8 (100.0) % Depreciation expense 3.1 6.5 (52.3) % Amortization expense 22.4 25.0 (10.4) % Total operating expenses 192.5 242.3 (20.6) % Operating (loss) income (27.3) 6.9 (495.7) % Non-operating (income) expense (724.0) 73.1 (1090.4) % Income tax expense — — — % Net loss attributable to noncontrolling interests (8.5) (37.5) (77.3) % Net income (loss) attributable to NCM, Inc. $ 705.2 $ (28.7) (2557.1) % Net income (loss) per NCM, Inc. basic share $ 14.73 $ (3.50) (520.9) % Net income (loss) per NCM, Inc. diluted share $ 14.34 $ (3.50) (509.7) % Our Network —The net screens lost from our network by the ESA Parties and network affiliates during 2023 were as follows.
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): Years Ended % Change ($ in millions) Dec. 26, 2024 Dec. 28, 2023 2023 to 2024 Revenue $ 240.8 $ 165.2 45.8 % Operating expenses: Network operating costs 13.7 10.6 29.2 % ESA Parties and network affiliate fees 111.9 69.5 61.0 % Selling and marketing costs 41.6 29.6 40.5 % Administrative and other costs 50.7 57.3 (11.5 )% Depreciation expense 4.6 3.1 48.4 % Amortization expense 37.8 22.4 68.8 % Total operating expenses 260.3 192.5 35.2 % Operating loss (19.5 ) (27.3 ) (28.6 )% Non-operating expense (income) 2.6 (724.0 ) (100.4 )% Income tax expense 0.2 — 100.0 % Net loss attributable to noncontrolling interests — (8.5 ) (100.0 )% Net (loss) income attributable to NCM, Inc. $ (22.3 ) $ 705.2 (103.2 )% Net (loss) income per NCM, Inc. basic share $ (0.23 ) $ 14.73 (101.6 )% Net (loss) income per NCM, Inc. diluted share $ (0.23 ) $ 14.34 (101.6 )% Basis of Presentation Prior to the completion of our IPO, NCM LLC was wholly-owned by its ESA Parties.
This increase was primarily due to the $8.9 million write-off of certain long-lived intangible assets in 2023, compared to 2022, with only $5.8 million of write-off of long-lived assets in 2022. Depreciation expense. Depreciation expense decreased $1.9 million, or 29.2%, from $6.5 million in 2022 to $4.6 million in 2023.
Impairment of long-lived assets. Impairment of long-lived assets decreased $8.9 million, or 100.0%, from $8.9 million in 2023 to $0.0 million in 2024. This was due to the $8.9 million write-off of certain long-lived intangible assets in 2023. Depreciation expense. Depreciation expense remained at $4.6 million in 2023 and 2024. Amortization expense.
Our capital expenditures may increase as we add additional network affiliates. We expect that additional expenditures, if any, would be funded in part by additional cash flows associated with those new network affiliates. Financings On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023 with CIT Northbridge Credit LLC as agent.
Our capital expenditures may increase as we add additional network affiliates. We expect that additional expenditures, if any, would be funded in part by additional cash flows associated with those new network affiliates. Financings On January 24, 2025, NCM LLC as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender.
As of December 28, 2023, 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 Consolidated Balance Sheet as of December 28, 2023, respectively.
As of December 26, 2024, the Company has not completed all agreed upon payments to the General Unsecured Claim Pool, due to the existence of one pre-petition litigation matter that is ongoing in the Bankruptcy Court, the result of which could impact the payments to other unsecured creditors from the General Unsecured Claims Pool and held a total of $3.0 million within the escrow accounts and accruals, presented within ‘Restricted cash’ and ‘Accounts Payable’ on the audited Consolidated Balance Sheets as of December 26, 2024 and December 28, 2023, respectively.
The $155.1 million of revenue for 2023 represents the activity of NCM LLC for the year prior to deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC August 7, 2023. Management fee reimbursement. Management fee reimbursement increased by $10.1 million, or 100.0%, from $0.0 million in 2022 to $10.1 million in 2023.
The $9.9 million of revenue within 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 $13.7 million of revenue in 2024 representing a full year of consolidated activity. Management fee reimbursement.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 28, 2023, the interest rate risk that we are exposed to is related to our $10.0 million draw upon the Company’s Revolving Credit Facility 2023.
Biggest changeAs of December 26, 2024, the interest rate risk that we are exposed to was related to our $10.0 million draw upon the Company’s Revolving Credit Facility 2023.
A 100 basis point fluctuation in market interest rates underlying the Revolving Credit Facility 2023 would have the effect of increasing or decreasing our interest expense by approximately $0.1 million for an annual period on the $10.0 million outstanding as of December 28, 2023. 51
A 100 basis point fluctuation in market interest rates underlying the Revolving Credit Facility 2023 would have the effect of increasing or decreasing our interest expense by approximately $0.1 million for an annual period on the $10.0 million outstanding as of December 26, 2024. 51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk The primary market risk to which we are exposed is interest rate risk. On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023. The maximum capacity that NCM LLC has access to under the Revolving Credit Facility 2023 is $55.0 million.
Item 7A. Qu antitative and Qualitative Disclosures About Market Risk The primary market risk to which we are exposed is interest rate risk. On August 7, 2023, NCM LLC entered into the Revolving Credit Facility 2023. The maximum capacity that NCM LLC has access to under the Revolving Credit Facility 2023 is $55.0 million.

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