Workflow
National CineMedia(NCMI) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the unaudited financial statements and management's discussion and analysis for the company Item 1. Unaudited Financial Statements This section presents the unaudited condensed consolidated financial statements for National CineMedia, Inc. and its subsidiaries, including the balance sheets, statements of operations, cash flows, and equity, along with detailed notes explaining significant accounting policies, business operations, recent developments, and financial performance for the periods ended June 26, 2025, and December 26, 2024 Unaudited Condensed Consolidated Balance Sheets This statement presents the company's financial position, including assets, liabilities, and equity, as of specific reporting dates | ASSETS (In millions) | June 26, 2025 | December 26, 2024 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $37.2 | $75.1 | | Total current assets | $101.0 | $177.9 | | Intangible assets, net | $322.0 | $350.8 | | TOTAL ASSETS | $462.0 | $568.6 | | LIABILITIES (In millions) | June 26, 2025 | December 26, 2024 | | :-------------------- | :------------ | :---------------- | | Total current liabilities | $57.9 | $73.5 | | Long-term debt | $— | $10.0 | | Total liabilities | $112.0 | $157.4 | | Total equity | $350.0 | $411.2 | | TOTAL LIABILITIES AND EQUITY | $462.0 | $568.6 | - Total assets decreased from $568.6 million as of December 26, 2024, to $462.0 million as of June 26, 2025, a reduction of $106.6 million11 - Total liabilities decreased from $157.4 million to $112.0 million, primarily due to the repayment of long-term debt and a reduction in payable under the TRA11 Unaudited Condensed Consolidated Statements of Operations This statement details the company's revenues, expenses, and net loss over specific reporting periods | (In millions, except per share data) | Three Months Ended June 26, 2025 | Three Months Ended June 27, 2024 | Six Months Ended June 26, 2025 | Six Months Ended June 27, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | REVENUE | $51.8 | $54.7 | $86.6 | $92.1 | | OPERATING LOSS | $(12.0) | $(9.3) | $(35.9) | $(32.0) | | CONSOLIDATED NET LOSS | $(10.7) | $(8.7) | $(41.4) | $(43.4) | | NET LOSS ATTRIBUTABLE TO NCM, INC. | $(10.7) | $(8.7) | $(41.4) | $(43.4) | | Basic EPS | $(0.11) | $(0.09) | $(0.44) | $(0.45) | | Diluted EPS | $(0.11) | $(0.09) | $(0.44) | $(0.45) | - Revenue decreased by 5.3% for the three months ended June 26, 2025, compared to the same period in 2024, and by 6.0% for the six months ended June 26, 202513 - Operating loss increased to $(12.0) million for Q2 2025 from $(9.3) million for Q2 2024, and to $(35.9) million for YTD 2025 from $(32.0) million for YTD 202413 Unaudited Condensed Consolidated Statements of Cash Flows This statement reports the cash generated and used by the company from operating, investing, and financing activities | (In millions) | Six Months Ended June 26, 2025 | Six Months Ended June 27, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $1.1 | $31.8 | | Net cash used in investing activities | $(2.4) | $(2.4) | | Net cash used in financing activities | $(36.5) | $(10.2) | | Change in cash, cash equivalents and restricted cash | $(37.8) | $19.2 | | Cash, cash equivalents and restricted cash at end of period | $40.3 | $56.8 | - Net cash provided by operating activities significantly decreased from $31.8 million in H1 2024 to $1.1 million in H1 202516 - Net cash used in financing activities increased from $(10.2) million in H1 2024 to $(36.5) million in H1 2025, primarily due to debt repayment and increased stock repurchases16 Unaudited Condensed Consolidated Statements of Equity This statement outlines the changes in the company's equity components over specific reporting periods | (In millions) | Balance—December 26, 2024 | Balance—June 26, 2025 | | :-------------------------------- | :------------------------ | :-------------------- | | Total NCM, Inc. stockholders' equity | $411.2 | $350.0 | | Retained earnings | $280.9 | $214.8 | | Purchases of NCM, Inc.'s common stock | $(18.8) | $(18.8) | | Comprehensive loss, net of tax | $(41.4) | $(41.4) | | Cash dividends declared | $(5.9) | $(5.9) | - Total NCM, Inc. stockholders' equity decreased from $411.2 million at December 26, 2024, to $350.0 million at June 26, 20251122 - Retained earnings decreased by $66.1 million from $280.9 million to $214.8 million during the six months ended June 26, 2025, primarily due to comprehensive loss and stock repurchases1122 Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements 1. THE COMPANY This note describes the company's business operations, key agreements, and recent corporate developments - National CineMedia, Inc. is the largest cinema advertising platform in the U.S., operating in over 1,350 theaters with more than 17,500 screens across 184 DMAs26 - The Company has long-term exhibitor service agreements (ESAs) with Cinemark and AMC, with a weighted average remaining term of approximately 16.2 years as of June 26, 202527 - NCM LLC emerged from Chapter 11 bankruptcy on August 7, 2023, leading to reconsolidation into NCM, Inc.'s financial statements and a gain on bankruptcy of $916.4 million for the year ended December 28, 20232930 - On April 17, 2025, NCM and AMC entered into a Second Amended and Restated ESA, extending the term by five years and adjusting consideration, which resulted in NCM LLC releasing $21.6 million of 'Payable under the TRA' and reversing a $10.6 million receivable from AMC34 - On January 24, 2025, NCM LLC entered into a new $45.0 million senior secured revolving credit facility (2025 Credit Facility) maturing January 24, 2028, and repaid and terminated the previous $10.0 million Revolving Credit Facility 202335 2. REVENUE FROM CONTRACTS WITH CUSTOMERS AND ACCOUNTS RECEIVABLE This note details the company's revenue recognition policies and disaggregated revenue streams - Revenue is primarily derived from national, regional, and local advertising sales in the Noovie® show, lobby network (LEN), and digital advertising products (NCMx™)58 | Revenue Category (in millions) | Three Months Ended June 26, 2025 | Three Months Ended June 27, 2024 | Six Months Ended June 26, 2025 | Six Months Ended June 27, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | National advertising revenue | $41.2 | $41.7 | $68.6 | $71.2 | | Local and regional advertising revenue | $6.4 | $9.8 | $11.2 | $15.0 | | ESA Party beverage revenue | $4.2 | $3.2 | $6.8 | $5.9 | | Total revenue | $51.8 | $54.7 | $86.6 | $92.1 | - National advertising revenue decreased by 1.2% for the three months and 3.7% for the six months ended June 26, 2025, while local and regional advertising revenue saw a more significant decrease of 34.7% and 25.3% respectively, attributed to macroeconomic uncertainty63 - ESA Party beverage revenue increased by 31.3% for the three months and 15.3% for the six months ended June 26, 2025, driven by increased attendance and contractual rate increases63 3. LOSS PER SHARE This note presents the calculation of basic and diluted loss per share for the company | (In millions, except per share data) | Three Months Ended June 26, 2025 | Three Months Ended June 27, 2024 | Six Months Ended June 26, 2025 | Six Months Ended June 27, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to NCM, Inc. | $(10.7) | $(8.7) | $(41.4) | $(43.4) | | Basic EPS | $(0.11) | $(0.09) | $(0.44) | $(0.45) | | Diluted EPS | $(0.11) | $(0.09) | $(0.44) | $(0.45) | - Basic and diluted loss per share for NCM, Inc. increased to $(0.11) for the three months ended June 26, 2025, from $(0.09) in the prior year, while for the six months, it slightly improved to $(0.44) from $(0.45)66 - Weighted average shares outstanding decreased to 93,978,031 (basic) for the three months ended June 26, 2025, from 96,409,830 in the prior year, and to 94,681,546 (basic) for the six months from 96,664,24166 4. INTANGIBLE ASSETS This note provides details on the company's intangible assets, including their composition and changes - Intangible assets primarily consist of contractual rights under ESAs and network affiliate agreements, customer relationships, trademarks, and datasets69 - The 2025 AMC Agreement triggered an impairment review for intangible assets, but no impairment was recorded as estimated future cash flows exceeded net book value70 | Intangible Asset Category (in millions) | June 26, 2025 (Net) | December 26, 2024 (Net) | Weighted Average Remaining Life (Years) - June 26, 2025 | | :-------------------------------------- | :------------------ | :---------------------- | :------------------------------------------------------ | | ESA Party agreements | $192.7 | $212.3 | 15.6 | | Network affiliate agreements | $66.1 | $68.5 | 14.1 | | Customer relationships | $51.3 | $57.6 | 4.1 | | Trademark | $11.5 | $12.4 | 6.1 | | Datasets | $0.4 | $0.0 | 2.3 | - The forgiveness of AMC's $10.6 million receivable for integration payments, due to the 2025 AMC Agreement, was recorded as an increase to the ESA Party intangible asset, reducing future amortization expense76 5. RELATED PARTY TRANSACTIONS This note discloses transactions and balances with related parties - The Company holds a 4% investment in AC JV, LLC, accounted for under the equity method82 - Equity in earnings from AC JV, LLC was $0.2 million for the three months and $0.3 million for the six months ended June 26, 202582 6. BORROWINGS This note details the company's debt instruments, credit facilities, and related terms | Borrowings (in millions) | June 26, 2025 | December 26, 2024 | Maturity Date | | :----------------------- | :------------ | :---------------- | :--------------- | | 2025 Credit Facility | $— | $— | January 24, 2028 | | Revolving Credit Facility 2023 | $— | $10.0 | August 7, 2026 | | Total borrowings | $— | $10.0 | | - NCM LLC entered into a new $45.0 million senior secured revolving credit facility on January 24, 2025, maturing January 24, 2028, with no borrowings outstanding as of June 26, 202586 - The previous Revolving Credit Facility 2023 was repaid in full ($10.0 million) and terminated, resulting in a $1.8 million loss on debt extinguishment93 - The 2025 Credit Facility bears interest at a floating rate of term SOFR (subject to a floor of zero) plus an applicable margin of 2.00%87 7. INCOME TAXES This note explains the company's income tax expense, effective tax rate, and deferred tax assets/liabilities - The Company recorded $0.0 million in income tax expense for the three and six months ended June 26, 2025, maintaining a 0.0% effective tax rate due to a full valuation allowance on net deferred tax assets94 - The AMC Termination Agreement resulted in AMC waiving rights to the TRA, reducing the 'Payable under the TRA' by $21.6 million, which was recorded against the ESA Parties' intangible asset95 8. COMMITMENTS AND CONTINGENCIES This note outlines the company's contractual obligations, legal proceedings, and other contingent liabilities - The Company is subject to legal actions in the ordinary course of business but believes they will not have a material adverse effect96 - Operating lease agreements for corporate headquarters and regional offices have ROU assets of $11.4 million and lease liabilities of $13.5 million as of June 26, 2025, with a weighted average remaining lease term of 7.1 years97 - ESAs and network affiliate agreements are considered short-term leases under ASC 842, with amortization of related intangible assets recognized as lease expense101 - The maximum potential future payments under minimum revenue guarantees for network affiliate agreements is $292.6 million over remaining terms, contingent on attendance thresholds103 9. FAIR VALUE MEASUREMENTS This note describes the company's fair value measurements for financial and non-financial assets and liabilities - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)104105 - Non-recurring fair value measurements apply to long-lived assets, intangible assets, and other investments, with no impairments recorded as of June 26, 2025107108109 | Recurring Fair Value Measurements (in millions) | Fair Value As of December 26, 2024 | Level 1 | Level 2 | Level 3 | | :---------------------------------------------- | :--------------------------------- | :------ | :------ | :------ | | Cash equivalents | $41.2 | $41.2 | $— | $— | | Short-term marketable securities | $0.1 | $— | $0.1 | $— | | Total assets | $41.3 | $41.2 | $0.1 | $— | 10. SUBSEQUENT EVENT This note discloses significant events that occurred after the balance sheet date - On August 5, 2025, the Company declared a cash dividend of $0.03 per share (approximately $2.8 million) to be paid on August 29, 2025113 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of National CineMedia's business, recent developments, and a detailed analysis of its financial performance for the three and six months ended June 26, 2025, compared to the prior year. It covers revenue trends, operating expenses, non-operating income/expense, and liquidity, highlighting the impact of macroeconomic conditions and strategic agreements Overview This section provides a general description of the company's business model and key operating metrics - National CineMedia is the largest cinema advertising platform in the U.S., connecting brands with young, diverse audiences through its Noovie® Show, lobby network (LEN), and digital advertising (NCMx™)115117 - The Company monitors key operating metrics such as revenue, Adjusted OIBDA, Adjusted OIBDA margin, advertising inventory utilization, CPM, and revenue per attendee118 - As of June 26, 2025, 96.4% of the network presents The Noovie Show with Post-Showtime advertising inventory, and the Company has approximately 1.4 billion data sets from mobile app downloads and third-party data116117 Recent Developments This section highlights significant events and strategic initiatives impacting the company's operations and financial position - The 2025 AMC Agreement extended the ESA term by five years and adjusted consideration, leading to NCM LLC releasing $21.6 million of 'Payable under the TRA' and reversing a $10.6 million receivable from AMC120121 - NCM LLC secured a new $45.0 million senior secured revolving credit facility (2025 Credit Facility) on January 24, 2025, maturing in 2028, and repaid the previous $10.0 million Revolving Credit Facility 2023122 - The Board approved a stock repurchase program on March 18, 2024, authorizing up to $100.0 million in share repurchases over three years. As of June 26, 2025, 5.8 million shares have been repurchased123 Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC This section details the bankruptcy proceedings of NCM LLC, including its deconsolidation and subsequent reconsolidation into NCM, Inc.'s financial statements - NCM LLC filed for Chapter 11 reorganization on April 11, 2023, resulting in deconsolidation from NCM, Inc.'s financial statements and a $557.7 million gain on deconsolidation124 - NCM LLC emerged from bankruptcy on August 7, 2023, leading to reconsolidation, discharge of historical debt, and a $916.4 million gain on bankruptcy for the year ended December 26, 2024125126127 - As of June 26, 2025, $3.0 million was held in escrow for the General Unsecured Claim Pool, and the Chapter 11 Case was administratively closed on March 28, 2025128 Summary Historical and Operating Data This section presents key historical and operating financial data for comparative analysis | (dollars in millions, except share, margin and screen data) | Q2 2025 | Q2 2024 | % Change Q2 2024 to Q2 2025 | YTD 2025 | YTD 2024 | % Change YTD 2024 to YTD 2025 | | :-------------------------------------------------------- | :------ | :------ | :-------------------------- | :------- | :------- | :---------------------------- | | Revenue | $51.8 | $54.7 | (5.3%) | $86.6 | $92.1 | (6.0%) | | Operating loss | $(12.0) | $(9.3) | 29.0% | $(35.9) | $(32.0) | 12.2% | | Net loss attributable to NCM, Inc. | $(10.7) | $(8.7) | 23.0% | $(41.4) | $(43.4) | (4.6%) | | Adjusted OIBDA | $0.7 | $7.6 | (90.8%) | $(8.3) | $1.9 | (536.8%) | | Adjusted OIBDA margin | 1.4% | 13.9% | (90.3%) | (9.6%) | 2.1% | (564.6%) | | Total theater attendance (in millions) | 115.3 | 92.8 | 24.2% | 187.7 | 168.6 | 11.3% | - Total revenue decreased by 5.3% in Q2 2025 and 6.0% year-to-date 2025, while operating loss increased by 29.0% in Q2 2025 and 12.2% year-to-date 2025129 - Adjusted OIBDA significantly declined by 90.8% in Q2 2025 and 536.8% year-to-date 2025, with Adjusted OIBDA margin falling to 1.4% and (9.6%) respectively129 Non-GAAP Financial Measures This section defines and reconciles non-GAAP financial measures used by management to assess performance - Adjusted OIBDA and Adjusted OIBDA margin are non-GAAP measures used by management to evaluate operating performance, forecast results, and determine compensation130 - Adjusted OIBDA excludes depreciation, amortization, non-cash share-based compensation, workforce reorganization, system optimization, satellite transition costs, and advisor fees related to legal proceedings130 | (dollars in millions) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :-------------------- | :------ | :------ | :------- | :------- | | Operating loss | $(12.0) | $(9.3) | $(35.9) | $(32.0) | | Depreciation expense | $1.1 | $1.1 | $2.2 | $2.2 | | Amortization expense | $8.2 | $9.5 | $17.6 | $18.9 | | Share-based compensation costs | $2.9 | $3.5 | $5.6 | $6.1 | | Workforce reorganization costs | $0.3 | $1.4 | $0.3 | $2.9 | | System optimization costs | $0.1 | $— | $0.3 | $— | | Satellite transition costs | $— | $0.3 | $— | $0.3 | | Fees and expenses related to legal proceedings | $0.1 | $1.1 | $1.6 | $3.5 | | Adjusted OIBDA | $0.7 | $7.6 | $(8.3) | $1.9 | Results of Operations This section analyzes the company's financial performance, including revenue and expense trends, for the reported periods Second Quarter of 2025 and Second Quarter of 2024 This section provides a comparative analysis of the company's financial results for the second quarters of 2025 and 2024 | Revenue Category (in millions) | Q2 2025 | Q2 2024 | $ Change | % Change | | :----------------------------- | :------ | :------ | :------- | :------- | | National advertising revenue | $41.2 | $41.7 | $(0.5) | (1.2)% | | Local and regional advertising revenue | $6.4 | $9.8 | $(3.4) | (34.7)% | | ESA Party beverage revenue | $4.2 | $3.2 | $1.0 | 31.3% | | Total revenue | $51.8 | $54.7 | $(2.9) | (5.3)% | - National advertising revenue decreased by 1.2% due to a 28.1% decrease in CPMs, partially offset by a 12.3% increase in utilization and 24.2% increase in network attendance136 - Local and regional advertising revenue decreased by 34.7% due to reduced contract activity in technology, retail, apparel, and automotive sectors, despite an increase in the travel category137 | Operating Expense (in millions) | Q2 2025 | Q2 2024 | $ Change | % Change | | :------------------------------ | :------ | :------ | :------- | :------- | | Network operating costs | $3.2 | $3.7 | $(0.5) | (13.5)% | | Theater exhibition fees | $30.9 | $26.7 | $4.2 | 15.7% | | Selling and marketing costs | $9.8 | $9.6 | $0.2 | 2.1% | | Administrative and other costs | $10.6 | $13.4 | $(2.8) | (20.9)% | | Amortization expense | $8.2 | $9.5 | $(1.3) | (13.7)% | - Theater exhibition fees increased by 15.7% primarily due to a 24.2% increase in network attendance and contractual rate increases142 - Administrative and other costs decreased by 20.9% due to lower severance expense, reduced legal/professional fees related to Chapter 11, and decreased performance-based and stock-based compensation144 Six months ended June 26, 2025 and June 27, 2024 This section provides a comparative analysis of the company's financial results for the six months ended June 26, 2025, and June 27, 2024 | Revenue Category (in millions) | YTD 2025 | YTD 2024 | $ Change | % Change | | :----------------------------- | :------- | :------- | :------- | :------- | | National advertising revenue | $68.6 | $71.2 | $(2.6) | (3.7)% | | Local and regional advertising revenue | $11.2 | $15.0 | $(3.8) | (25.3)% | | ESA Party beverage revenue | $6.8 | $5.9 | $0.9 | 15.3% | | Total revenue | $86.6 | $92.1 | $(5.5) | (6.0)% | - National advertising revenue decreased by 3.7% due to a 16.6% decrease in CPMs, partially offset by a 3.0% increase in utilization and 11.3% increase in network attendance150 - Local and regional advertising revenue decreased by 25.3% due to macroeconomic uncertainty impacting contract activity in technology, retail, apparel, automotive, and government categories151 | Operating Expense (in millions) | YTD 2025 | YTD 2024 | $ Change | % Change | | :------------------------------ | :------- | :------- | :------- | :------- | | Network operating costs | $6.2 | $7.3 | $(1.1) | (15.1)% | | Theater exhibition fees | $52.6 | $49.2 | $3.4 | 6.9% | | Selling and marketing costs | $20.4 | $19.6 | $0.8 | 4.1% | | Administrative and other costs | $23.5 | $26.9 | $(3.4) | (12.6)% | | Amortization expense | $17.6 | $18.9 | $(1.3) | (6.9)% | - Non-operating expense decreased by 51.8% primarily due to a $7.6 million decrease in the loss on re-measurement of the payable under the tax receivable agreement and a $0.6 million decrease in interest expense160 Known Trends and Uncertainties This section discusses significant trends and uncertainties that may impact the company's future financial performance - ESA Party beverage revenue is subject to long-term contracts with beverage suppliers, with prices increasing at a fixed rate of 2.0% annually for Cinemark (since 2019) and AMC (beginning 2026)162 - Theater exhibition fees, paid to ESA Parties and network affiliates, are based on attendance, revenue share, or per screen fees, with many agreements including annual increases of 2% to 8%163 - The recently enacted H.R. 1 (One Big Beautiful Bill Act) makes permanent 100% bonus depreciation and domestic research cost expensing, which is anticipated to impact the deferred tax liability, though the Company maintains a full valuation allowance164 Financial Condition and Liquidity This section assesses the company's financial health, including its cash position, debt, and ability to meet short-term and long-term obligations | (in millions) | June 26, 2025 | December 26, 2024 | June 27, 2024 | $ Change YE 2024 to Q2 2025 | $ Change Q2 2024 to Q2 2025 | | :------------ | :------------ | :---------------- | :------------ | :-------------------------- | :-------------------------- | | Cash, cash equivalents and marketable securities | $37.2 | $75.2 | $53.8 | $(38.0) | $(16.6) | | 2025 Credit Facility availability | $44.4 | $— | $— | $44.4 | $44.4 | | Revolving Credit Facility 2023 availability | $— | $44.4 | $44.4 | $(44.4) | $(44.4) | | Total liquidity | $81.6 | $119.6 | $98.2 | $(38.0) | $(16.6) | - Total liquidity decreased by $38.0 million from December 26, 2024, to $81.6 million as of June 26, 2025, primarily due to a decrease in cash and cash equivalents169 - Operating cash flow decreased by $30.7 million for the six months ended June 26, 2025, primarily due to lower accounts receivable collections and deferred revenue, and increased TRA payments173 - Financing cash flow increased by $26.3 million in cash used, driven by the $10.0 million repayment of the Revolving Credit Facility 2023, increased stock repurchases ($9.5 million), and higher dividend payments ($5.4 million)173 - NCM LLC's available cash distributions to members were approximately negative $3.7 million for the three months ended June 26, 2025, with NCM, Inc. having the option to defer payment174 Critical Accounting Policies This section describes the accounting policies that require significant judgment and estimation - No significant changes to critical accounting policies were reported as of June 26, 2025, referring to the Annual Report on Form 10-K for detailed discussion176 Recent Accounting Pronouncements This section discusses the impact of recently issued accounting standards on the company's financial statements - The Company did not adopt any new accounting pronouncements during the three and six months ended June 26, 202555177 - ASU 2024-03, 'Expense Disaggregation Disclosures,' issued in November 2024, is effective for issuances on and after December 15, 2026, and is not expected to have a material impact on the Company's financial statements56 Item 3. Quantitative and Qualitative Disclosures about Market Risk This section discusses the Company's exposure to market risks, primarily interest rate risk, and its potential impact on financial performance - The primary market risk is interest rate risk, as 100.0% of potential borrowings under the 2025 Credit Facility bear interest at variable rates178 - A 100-basis point fluctuation in market interest rates would increase or decrease annual cash interest expense by approximately $0.5 million if the maximum capacity of $45.0 million under the 2025 Credit Facility were drawn178 Item 4. Controls and Procedures This section details the Company's disclosure controls and procedures, confirming their effectiveness as of June 26, 2025, and reporting no material changes in internal control over financial reporting during the quarter - Management concluded that the Company's disclosure controls and procedures were effective as of June 26, 2025180 - No changes to internal control over financial reporting occurred during the quarter ended June 26, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting182 PART II - OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings This section provides an update on legal proceedings, specifically the appeals related to NCM LLC's bankruptcy emergence and agreements with Regal, noting the dismissal of AMC's claims and the affirmation of prior court judgments - AMC dismissed its appeals against NCM LLC related to the Confirmation Order and Regal Order on April 17, 2025, in connection with the 2025 AMC Agreement184 - The Fifth Circuit Court of Appeals affirmed the Bankruptcy Court's and District Court's judgments on June 10, 2025, regarding NCM LLC's Plan and Regal Advertising Agreement184 - The Company is not aware of any other pending litigation that would have a material adverse effect on its operating results or financial condition185 Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes from risk factors previously disclosed in the Annual Report on Form 10-K filed on March 6, 2025, for the fiscal year ended December 26, 2024186 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's share repurchase activities under its approved program during the quarter ended June 26, 2025 | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs ($ in millions) | | :-------------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :-------------------------------------------------------------------------------------------------------------------------- | | March 28, 2025 through April 24, 2025 | 910,568 | $5.88 | 823,598 | $73.1 | | April 25, 2025 through May 22, 2025 | 668,303 | $4.50 | 668,303 | $69.7 | | May 23, 2025 through June 26, 2025 | 304,825 | $5.07 | 304,825 | $68.1 | | Total for the quarter ended June 26, 2025 | 1,883,696 | $5.48 | 1,796,726 | $68.1 | - The Company repurchased 1,883,696 shares of common stock at an average price of $5.48 per share during the quarter ended June 26, 2025188 - As of June 26, 2025, $68.1 million remained authorized for repurchases under the $100.0 million stock repurchase program approved on March 18, 2024188 Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported189 Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the Company - Mine Safety Disclosures are not applicable to the Company190 Item 5. Other Information This section discloses the adoption of Rule 10b5-1 trading plans by certain officers and directors during the quarter ended June 26, 2025 - Maria V. Woods, EVP - General Counsel and Secretary, adopted a Rule 10b5-1 Plan on May 15, 2025, to sell up to 59,865 shares193 - Catherine Sullivan, President - Sales, Marketing & Partnerships, adopted a Rule 10b5-1 Plan on May 22, 2025, to sell up to 53,030 shares194 - Thomas F. Lesinski, CEO, adopted a Rule 10b5-1 Plan on June 25, 2025, to sell up to 30,971 shares195 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including key agreements and certifications | Exhibit | Description | | :------ | :---------------------------------------------------------------------------------------------------------- | | 10.1 | Second Amended and Restated Exhibitor Services Agreement, dated April 17, 2025, between National CineMedia, LLC, American Multi-Cinema, Inc., Muvico, LLC, and the other parties thereto | | 10.2 | Joint Venture Termination and Settlement Agreement, dated April 17, 2025, between American Multi-Cinema, Inc., National CineMedia, LLC, and National CineMedia, Inc. | | 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer. | | 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer. | | 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. | | 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | Signatures This section contains the signatures of the Company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Thomas F. Lesinski, Chief Executive Officer, and Ronnie Y. Ng, Chief Financial Officer, on August 5, 2025200