National CineMedia, Inc.: Form 10-Q for the period ended Sep 26, 2024

Some of the information in this Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute forward-looking statements. In some cases, you can identify these “forward-looking statements” by the specific words, including but not limited to “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the Company’s fiscal year ended December 28, 2023. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. The following discussion and analysis is a supplement to and should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herein and the audited financial statements and other disclosure included in our Annual Report on Form 10-K for the Company’s fiscal year ended December 28, 2023. In the following discussion and analysis, the term net income refers to net income attributable to the Company.

Overview

National CineMedia is the largest cinema advertising platform in the US. With unparalleled reach and scale, NCM connects brands to sought-after young, diverse audiences through the power of movies and pop culture. A premium video, full-funnel marketing solution for advertisers, NCM enhances marketers’ ability to measure and drive results. We currently derive revenue principally from the sale of advertising to national, regional and local businesses in The Noovie® Show, our cinema advertising and entertainment show seen on movie screens across the U.S.

We present multiple formats of The Noovie Show depending on the theater circuit in which it runs, which may include Post-Showtime advertising inventory after the advertised showtime. As of September 26, 2024, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 65.2% of our network. All other NCM network theater circuits, which make up the remaining 34.8% of our network, present The Noovie Show, without Post-Showtime advertising inventory. The movie trailers presented by the theater circuits that run before the feature film are not part of The Noovie Show.

We also sell advertising on our lobby network (“LEN”), a series of strategically placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, we sell online and mobile advertising through our Noovie Audience Accelerator service, across our suite of Noovie digital properties, as well as a variety of complementary out of home venues in order to reach entertainment audiences beyond the theater. As of September 26, 2024, 7.4 million moviegoers have downloaded our mobile apps. These downloads and the acquisition of second- and third-party data have resulted in approximately 815.0 million data sets as of September 26, 2024. We have long-term exhibitor service agreements (“ESAs”) (approximately 14.4 weighted average years remaining) and multi-year agreements with our network affiliates, which expire at various dates between January 2025 and July 2033. The weighted average remaining term of the ESAs and the network affiliate agreements is 11.5 years as of September 26, 2024. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie Show and LEN programming are distributed predominantly via satellite through our proprietary digital content network (“DCN”).

Management focuses on several measurements that we believe provide us with the necessary ratios and key performance indicators to manage our business, determine how we are performing versus our internal goals and targets, and against the performance of our competitors and other benchmarks in the marketplace in which we operate. We focus on many operating metrics including changes in revenue, Adjusted OIBDA and Adjusted OIBDA margin, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, advertising pricing (“CPM”), local advertising rate per theater per week, advertising revenue per attendee, as well as significant operating expenses and related trends. We also monitor free cash flow, cash balances, the fixed charge coverage ratio and revolving credit facility availability to ensure financial debt covenant compliance and that there is adequate cash availability to fund our working capital needs, debt obligations and any future dividends declared by our Board of Directors.

Our operating results may be affected by a variety of internal and external factors and trends described more fully in the section entitled “Risk Factors” below and in our Annual Report on Form 10-K filed with the SEC on March 18, 2024 for our fiscal year ended December 28, 2023.

Recent Developments

***Share Repurchase Program—***On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $100.0 million of shares of the

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Company’s Common Stock, exclusive of any fees, commissions or other expenses related to such repurchases, from time to time over a period of three years. Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. During the three and nine months ended September 26, 2024, 304,901 and 2,224,488 shares, respectively, were repurchased on the open market. In accordance with *Accounting Standards Codification (“*ASC”) 505 —Equity, these shares were retired and any excess over par value paid was recorded as a reduction to retained earnings of $1.9 million and $11.3 million for the three and nine months ended September 26, 2024, respectively.

Bankruptcy Filing, Deconsolidation and Reconsolidation of NCM LLC

On April 11, 2023 NCM LLC filed a voluntary petition for reorganization (the “Chapter 11 Case”) with a prearranged Chapter 11 plan under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). During the Chapter 11 Case, the Company was deemed to no longer control NCM LLC for accounting purposes and NCM LLC was deconsolidated from the Company’s financial statements prospectively as of April 11, 2023 and recorded a gain on deconsolidation of $557.7 million within the second quarter of 2023. NCM, Inc. continued to operate as the manager of the debtor-in-possession pursuant to the authority granted under Chapter 11 of the Bankruptcy Code throughout the Chapter 11 Case.

On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming NCM LLC’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, modified, or supplemented form time to time, the “Plan”) and approving the Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”) on a final basis. Following confirmation of the Plan on August 7, 2023 (the “Effective Date’), all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions (as defined in the “Plan”) were substantially consummated and NCM LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units under the NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “NCM LLC Operating Agreement”) were canceled and extinguished, NCM, Inc. received NCM LLC common units and transferred the NCM Capital Contribution (as defined in the Plan) of approximately $15.5 million to NCM LLC, NCM LLC assumed certain unexpired Executory Contracts and Unexpired Leases (each, as defined in the Plan), including AMC’s and Cinemark’s ESAs, NCM LLC transferred $8.8 million of cash to a professional fees escrow account and $15.0 million to an unsecured creditor settlements escrow account for the General Unsecured Claim Pool (as defined in the Plan). NCM LLC commenced distributions to creditors, including the issuance of shares of NCM, Inc. common stock to holders of Secured Debt Claims (as defined in the Plan) and NCM LLC entered into an Exit Facility (as defined in the Plan) to support operations upon emergence. As a result of the Plan, all historical debt of NCM LLC was discharged and NCM LLC recorded a gain on bankruptcy of $916.4 million for the nine months and year ended December 28, 2023.

Additionally, upon emergence from bankruptcy, NCM, Inc., regained control and retained 100.0% ownership of NCM LLC, after taking into account elections by the holders of Secured Debt Claims to receive NCM, Inc. common stock in lieu of NCM LLC common units and was therefore reconsolidated into the Company’s financial statements prospectively as of August 7, 2023 akin to an acquisition under ASC 805 – Business Combinations. In accordance with ASC 805 – Business Combinations, the assets and liabilities of NCM LLC were adjusted to their estimated fair value as of the Effective Date. All activity during the Chapter 11 Case from April 11, 2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc. represents activity and balances for NCM, Inc. standalone. All activity and balances prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of NCM LLC.

As of September 26, 2024, the Company had not completed all agreed upon payments to the General Unsecured Claim Pool and held a total of $3.0 million within the escrow accounts and accruals, presented within ‘Restricted cash’ and ‘Accounts payable’ on the unaudited Condensed Consolidated Balance Sheet as of September 26, 2024, respectively.

Summary Historical and Operating Data

You should read this information with the other information contained in this document, and our unaudited historical financial statements and the notes thereto included elsewhere in this document.

***NCM, Inc.’s Operating Data—***Within the financial results outlined below, all activity during the Chapter 11 Case from April 11, 2023 to August 7, 2023 when NCM LLC was deconsolidated from NCM, Inc. represents activity and balances for NCM, Inc. standalone. All activity and balances prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023 represent NCM, Inc. consolidated, inclusive of NCM LLC. The operating results for NCM LLC, which management believes better represent the Company’s historical consolidated performance, are presented separately subsequent to the operating data for NCM, Inc., which is presented below (dollars in millions, except share and margin data):

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Basis of Presentation

The results of operations data for the three months ended September 26, 2024 (third quarter of 2024) and September 28, 2023 (third quarter of 2023) and the nine months ended September 26, 2024 and September 28, 2023 were derived from the unaudited Condensed Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the accompanying notes.

***Our Network—***The change in the number of screens in our network by the ESA Parties and network affiliates during the nine months ended September 26, 2024 was as follows.

(1) Represents the loss of three of our affiliates following the end of their affiliate agreements resulting in a reduction of 167 affiliate screens to our network as of September 26, 2024.

(2) Represents the closure of 95 screens, net of new screens added, across our ESA Parties and network affiliates.

Our ESA Party and network affiliate agreements allow us to sell cinema advertising across the largest network of digitally equipped theaters in the U.S. We believe that our market coverage strengthens our selling proposition and competitive positioning against other national, regional and local video advertising platforms, including television, online and mobile video platforms and other out of home video advertising platforms by allowing advertisers the broad reach and national scale that they need to effectively reach their target audiences.

Results of Operations

Third Quarter of 2024 and Third Quarter of 2023 for NCM, Inc.

Revenue. Total revenue increased $37.7 million, or 152.6%, from $24.7 million for the third quarter of 2023 to $62.4 million for the third quarter of 2024. The following is a summary of revenue by category (in millions):

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National advertising revenue. National advertising revenue increased by $31.3 million, or 201.9%, from $15.5 million for the third quarter of 2023 to $46.8 million for the third quarter of 2024. The increase in national advertising revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $15.5 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $46.8 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.

Local and regional advertising revenue. Local and regional advertising revenue increased by $6.3 million, or 123.5%, from $5.1 million for the third quarter of 2023 to $11.4 million for the third quarter of 2024. The increase in local and regional advertising revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $5.1 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $11.4 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.

ESA Party beverage revenue. ESA Party beverage revenue increased $2.5 million, or 147.1%, from $1.7 million for the third quarter of 2023 to $4.2 million for the third quarter of 2024. The increase in ESA Party beverage revenue was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $1.7 million of revenue within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $4.2 million of revenue in the third quarter of 2024 representing a full quarter of consolidated activity.

Management fee reimbursement. Management fee reimbursement decreased $2.4 million, or 100.0%, from $2.4 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. The $2.4 million represents the revenue recognized by NCM, Inc. for managing unconsolidated NCM LLC during a portion of the third quarter of 2023. This amount is equal to the expenses incurred by NCM, Inc. that were paid by NCM LLC. In the third quarter of 2024, NCM LLC is reconsolidated by NCM, Inc. following the completion of NCM LLC's Chapter 11 Case and these amounts have been eliminated upon consolidation.

Operating expenses. Total operating expenses increased $32.9 million, or 88.9%, from $37.0 million for the third quarter of 2023 to $69.9 million for the third quarter of 2024. The following table shows the changes in operating expense for the third quarter of 2024 (in millions):

Network operating costs. Network operating costs increased $0.7 million, or 26.9%, from $2.6 million for the third quarter of 2023 to $3.3 million for the third quarter of 2024. The increase in network operating costs was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $2.6 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $3.3 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.

ESA Parties and network affiliate fees. ESA Parties and network affiliate fees increased by $18.4 million, or 126.9%, from $14.5 million for the third quarter of 2023 to $32.9 million for the third quarter of 2024. The increase in ESA Parties and network affiliate fees was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $14.5 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC

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on August 7, 2023, compared to the $32.9 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.

Selling and marketing costs. Selling and marketing costs increased $3.8 million, or 60.3%, from $6.3 million for the third quarter of 2023 to $10.1 million for the third quarter of 2024. The increase in selling and marketing costs was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $6.3 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.1 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.

Administrative and other costs. Administrative and other costs increased $5.6 million, or 76.7%, from $7.3 million for the third quarter of 2023 to $12.9 million for the third quarter of 2024. The increase was primarily due to a $3.8 million increase in advisor and legal fees related to the Chapter 11 Case and Cineworld Proceeding for the third quarter of 2024, compared to the third quarter of 2023, due to the deconsolidation of NCM LLC during a portion of the third quarter of 2023 while NCM LLC's Chapter 11 Case was ongoing, as well as additional costs incurred in the third quarter of 2024 related to ongoing litigation regarding unsettled claims. The increase is also due to a $1.7 million increase in stock based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023 and a $0.4 million increase in other corporate expenses due to the deconsolidation of NCM LLC during a portion of the third quarter of 2023 while NCM LLC's Chapter 11 Case was ongoing. These increases were partially offset by a $0.5 million decrease in personnel costs due to the workforce reorganization in the first quarter of 2024.

Depreciation expense. Depreciation expense increased $0.6 million, or 100.0%, from $0.6 million for the third quarter of 2023 to $1.2 million in the third quarter of 2024. The increase in depreciation expense was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $0.6 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $1.2 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.

Amortization expense. Amortization expense increased $3.8 million, or 66.7%, from $5.7 million for the third quarter of 2023 to $9.5 million for the third quarter of 2024. The increase in amortization expense was primarily due to the reconsolidation of NCM LLC during the third quarter of 2023. The $5.7 million of expense within the third quarter of 2023 represents the activity of NCM LLC after the reconsolidation of NCM LLC on August 7, 2023, compared to the $9.5 million of expense in the third quarter of 2024 representing a full quarter of consolidated activity.

Non-operating (income) expense. Total non-operating (income) expense decreased $190.2 million, or 98.0%, from $194.1 million in non-operating income for the third quarter of 2023 to $3.9 million in non-operating income for the third quarter of 2024. The following table shows the changes in non-operating (income) expense for the third quarter of 2024 and the third quarter of 2023 (in millions):

The decrease in non-operating income was primarily due to a $168.0 million decrease in the gain on reconsolidation of NCM LLC and a $35.3 million decrease in gain on re-measurement of investment in NCM LLC in the third quarter of 2024, as compared to the third quarter of 2023. This was partially offset by a $12.3 million increase in the gain on the re-measurement of the payable under the tax receivable agreement due to adjustments in management's forecast for future years following increased insight into the respective movie slates and market demand and a $0.7 million increase in interest income in the third quarter of 2024, as compared to the third quarter of 2023.

Results of Operations for NCM LLC for the Third Quarter of 2024 and Third Quarter of 2023

The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the three months ended September 26, 2024 (third quarter of 2024) and September 28, 2023 (third quarter of 2023) for NCM LLC:

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Revenue. Revenue decreased $7.2 million, or 10.3%, from $69.6 million for the third quarter of 2023 to $62.4 million for the third quarter of 2024.

National advertising revenue decreased by $5.2 million, or 10.0%, from $52.0 million for the third quarter of 2023 to $46.8 million for the third quarter of 2024. The decrease in national advertising revenue was primarily due to a 7.7% decrease in attendance due to a decreased movie slate in the third quarter of 2024 compared to the third quarter of 2023, caused by the writer and actor strikes in 2023 and a 4.5% decrease in CPMs in the third quarter of 2024, as compared to the third quarter of 2023.

Local and regional advertising revenue decreased by $1.5 million, or 11.6%, from $12.9 million for the third quarter of 2023 to $11.4 million for the third quarter of 2024. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the government, consumer packaged goods, entertainment, and education categories partially driven by a decreased movie slate in the third quarter of 2024 compared to the third quarter of 2023 due to the writer and actor strikes in 2023. The decrease was partially offset by an increase in contract activity and size within the automotive, healthcare, wireless and insurance categories, in the third quarter of 2024, as compared to the third quarter of 2023, as well as by the launch of the new programmatic offering in early 2024.

ESA Party beverage revenue decreased $0.5 million, or 10.6% from $4.7 million for the third quarter of 2023 to $4.2 million for the third quarter of 2024. The decrease was primarily due to a 4.4% decrease in ESA Party attendance for the third quarter of 2024, as compared to the third quarter of 2023.

Network operating costs. Network operating costs decreased $0.4 million, or 10.8%, from $3.7 million for the third quarter of 2023 to $3.3 million for the third quarter of 2024. The decrease was primarily due to a $0.2 million decrease in costs associated with our digital out of home offering due to a decrease in associated revenue and a $0.2 million decrease in personnel related expenses in the third quarter of 2024, as compared to the third quarter of 2023. These decreases were partially offset by a $0.1 million increase in satellite costs related to the one-time transition of providers in the third quarter of 2024, as compared to the third quarter of 2023.

ESA Parties and network affiliate fees. ESA Parties and network affiliate fees decreased by $1.9 million, or 5.5%, from $34.8 million for the third quarter of 2023 to $32.9 million for the third quarter of 2024. The decrease was primarily due to a 7.7% decrease in network attendance, as well as the rejection of certain affiliate agreements through the bankruptcy proceedings in 2023. These decreases were partially offset by contractual rate increases with the ESA parties for the third quarter of 2024, as compared to the third quarter of 2023.

Selling and marketing costs. Selling and marketing costs decreased $1.7 million, or 14.4%, from $11.8 million for the third quarter of 2023 to $10.1 million for the third quarter of 2024. The decrease was primarily due to a $1.9 million decrease in personnel related expenses primarily related to performance-based compensation due in part to the decrease in revenue, as well as, changes in the Company's incentive compensation plan following the workforce reorganization in the first quarter of 2024 and a $0.8 million decrease in costs associated with our digital offerings due to a decrease in digital revenue in the third quarter of 2024, as compared to the third quarter of 2023. These decreases were partially offset by a $0.6 million increase in selling

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related expenses and a $0.4 million increase in bad debt expense in the third quarter of 2024, as compared to the third quarter of 2023.

Administrative and other costs. Administrative and other costs decreased $13.1 million, or 50.4%, from $26.0 million for the third quarter of 2023 to $12.9 million for the third quarter of 2024. The decrease was primarily related to a $12.9 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding incurred in the third quarter of 2023 compared the third quarter of 2024. Additionally, the decrease was due to a $1.9 million decrease in personnel related costs due to the workforce reorganization in the first quarter of 2024 and a retention program implemented to ensure continuity of the management team during the Chapter 11 Case in place during the third quarter of 2023. These decreases were partially offset by a $1.5 million increase in stock based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023.

Loss on termination of Regal ESA. Loss on termination of Regal ESA decreased $125.6 million, or 100.0%, from $125.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to a $141.5 million disposal of the intangible asset related to the Regal ESA in the third quarter of 2023, offset by the $13.0 million gain on Regal's surrender of ownership in the Company, and $2.9 million in payables forgiven in conjunction with emergence from bankruptcy in the third quarter of 2023.

Impairment of long-lived assets. Impairment of long-lived assets decreased $9.6 million, or 100.0%, from $9.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to the write-off of certain long-lived intangible assets in the third quarter of 2023.

Depreciation expense. Depreciation expense increased $0.2 million, or 20.0%, from $1.0 million for the third quarter of 2023 to $1.2 million in the third quarter of 2024. This decrease was primarily due to the fair value adjustments to NCM LLC's property and equipment upon reconsolidation by NCM, Inc. on August 7, 2023, as well as, accelerated depreciation recognized on leasehold improvements in conjunction with the relocation of one office location.

Amortization expense. Amortization expense increased $1.7 million, or 21.8%, from $7.8 million for the third quarter of 2023 to $9.5 million for the third quarter of 2024. The increase was primarily due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation by NCM, Inc. on August 7, 2023.

Nine months ended September 26, 2024 and September 28, 2023 for NCM, Inc.

Revenue. Total revenue increased $80.1 million, or 107.7%, from $74.4 million for the nine months ended September 28, 2023 to $154.5 million for the nine months ended September 26, 2024. The following is a summary of revenue by category (in millions):

National advertising revenue. National advertising revenue increased by $74.9 million, or 174.2%, from $43.0 million for the nine months ended September 28, 2023 to $117.9 million for the nine months ended September 26, 2024. The increase in national advertising revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $43.0 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $117.9 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

Local and regional advertising revenue. Local and regional advertising revenue increased by $12.3 million, or 86.6%, from $14.2 million for the nine months ended September 28, 2023 to $26.5 million for the nine months ended September 26, 2024. The increase in local and regional advertising revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $14.2 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $26.5 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

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ESA Party beverage revenue. ESA Party beverage revenue increased $3.0 million, or 42.3%, from $7.1 million for the nine months ended September 28, 2023 to $10.1 million for the nine months ended September 26, 2024. The increase in ESA Party beverage revenue was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $7.1 million of revenue within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.1 million of revenue in the nine months ended September 26, 2024 representing three full quarters of consolidated activity. This increase was partially offset by the discontinuation of Regal's beverage revenue following Regal’s termination of their ESA in 2023, as well as the impact of a 13.7% decrease in ESA Party attendance for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

Management fee reimbursement. Management fee reimbursement decreased $10.1 million, or 100%, from $10.1 million for the nine months ended September 28, 2023 to $0.0 million for the nine months ended September 26, 2024. The $10.1 million represents the revenue recognized by NCM, Inc. for managing unconsolidated NCM LLC during the nine months ended September 28, 2023. This amount is equal to the expenses incurred by NCM, Inc. that were paid by NCM LLC. In the nine months ended September 26, 2024, NCM LLC is consolidated by NCM, Inc., following the completion of NCM LLC's Chapter 11 Case and these amounts have been eliminated upon consolidation.

Operating expenses. Total operating expenses increased $71.8 million, or 58.8%, from $122.1 million for the nine months ended September 28, 2023 to $193.9 million for the nine months ended September 26, 2024. The following table shows the changes in operating expense for the nine months ended September 26, 2024 and September 28, 2023 (in millions):

Network operating costs. Network operating costs increased $3.7 million, or 53.6%, from $6.9 million for the nine months ended September 28, 2023, to $10.6 million for the nine months ended September 26, 2024. The increase in network operating costs was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $6.9 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $10.6 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

ESA Parties and network affiliate fees. ESA Parties and network affiliate fees increased $39.3 million, or 91.8%, from $42.8 million for the nine months ended September 28, 2023 to $82.1 million for the nine months ended September 26, 2024. The increase in ESA Parties and network affiliate fees was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $42.8 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $82.1 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

Selling and marketing costs. Selling and marketing costs increased $12.7 million, or 75.1%, from $16.9 million for the nine months ended September 28, 2023 to $29.6 million for the nine months ended September 26, 2024. The increase in selling and marketing costs was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $16.9 million of expense within the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $29.6 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

Administrative and other costs. Administrative and other costs decreased $0.8 million, or 2.0%, from $40.6 million for the nine months ended September 28, 2023 to $39.8 million for the nine months ended September 26, 2024. The decrease is primarily due to an $8.2 million decrease in advisor and legal fees related to the Chapter 11 Case and Cineworld Proceeding for the nine months ended September 26, 2024, compared to the nine months ended September 28, 2023. The decrease was partially offset by a $4.6 million increase in stock based compensation following the grant of a management equity incentive plan in the first

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quarter of 2024 compared to limited grant activity in 2023, a $1.5 million increase in other corporate expenses due to the deconsolidation of NCM LLC during a portion of the nine months ended September 28, 2023 while NCM LLC's Chapter 11 Case was ongoing and a $1.2 million increase in severance expense due to the non-renewal of the former President - Sales, Marketing and Partnerships' contract for the nine months ended September 26, 2024, compared to the nine months ended September 28, 2023.

Depreciation expense. Depreciation expense increased $1.3 million, or 61.9%, from $2.1 million for the nine months ended September 28, 2023 to $3.4 million for the nine months ended September 26, 2024. The increase in depreciation expense was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $2.1 million of expense for the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $3.4 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity.

Amortization expense. Amortization expense increased $15.6 million, or 121.9%, from $12.8 million for the nine months ended September 28, 2023 to $28.4 million for the nine months ended September 26, 2024. The increase in amortization expense was primarily due to the deconsolidation and reconsolidation of NCM LLC within the nine months ended September 28, 2023. The $12.8 million of expense for the nine months ended September 28, 2023 represents the activity of NCM LLC prior to the deconsolidation of NCM LLC on April 11, 2023 and after the reconsolidation of NCM LLC on August 7, 2023, compared to the $28.4 million of expense in the nine months ended September 26, 2024 representing three full quarters of consolidated activity. The increase was also due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation by NCM, Inc. on August 7, 2023.

Non-operating expense (income). Total non-operating expense (income) increased $728.3 million, or 101.1%, from $720.7 million of non-operating income for the nine months ended September 28, 2023 to $7.6 of non-operating expense for the nine months ended September 26, 2024. The following table shows the changes in non-operating expense (income) for the nine months ended September 28, 2023 and September 26, 2024 (in millions):

The increase in non-operating expense (income) was primarily due to the $557.7 million decrease in gain on deconsolidation of NCM LLC, the $168.0 million decrease in the gain on reconsolidation of NCM LLC and the $35.5 million decrease in gain on re-measurement of investment in NCM LLC. This increase was partially offset by a $26.2 million decrease in interest on borrowings primarily due to the discharge of historical debt that occurred upon NCM LLC's emergence from bankruptcy and reconsolidation by NCM, Inc, on August 7, 2023, a $3.4 million decrease in the loss on re-measurement of the payable under the tax receivable agreement due to the inclusion of three years of projected taxable book income/(loss) within the calculation of the TRA payable in the third quarter of 2024, as compared to only one year in the third quarter of 2023, due to management’s ability to more accurately forecast following the conclusion of the COVID-19 pandemic, $1.7 million increase in interest income and a $1.6 million increase in other non-operating income.

Results of Operations for NCM LLC for the nine months ended September 26, 2024 and September 28, 2023

The following table presents operating data and Adjusted OIBDA (dollars in millions, except share and margin data) for the nine months ended September 28, 2023 and September 26, 2024 for NCM LLC:

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Revenue. Revenue decreased $14.4 million, or 8.5%, from $168.9 million for the nine months ended September 28, 2023 to $154.5 million for the nine months ended September 26, 2024.

National advertising revenue decreased by $0.3 million, or 0.3% from $118.2 million for the nine months ended September 28, 2023 to $117.9 million for the nine months ended September 26, 2024. The decrease in national advertising revenue was primarily due to a 18.6% decrease in attendance due to a decreased movie slate in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, caused by the writer and actor strikes in 2023. This decrease was almost completely offset by a 22.1% increase in national advertising utilization in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

Local and regional advertising revenue decreased by $8.4 million, or 24.1% from $34.9 million for the nine months ended September 28, 2023 to $26.5 million for the nine months ended September 26, 2024. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the government, consumer packaged goods, entertainment and education categories due in part to a 18.6% decrease in attendance as well as a decreased movie slate in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, caused by the writer and actor strikes in 2023. The decrease was partially offset by an increase in contract activity and size within the automotive, healthcare, wireless and insurance categories, as well as the launch of the new programmatic offering in the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

ESA Party beverage revenue decreased $5.7 million, or 36.1% from $15.8 million for the nine months ended September 28, 2023 to $10.1 million for the nine months ended September 26, 2024. The decrease was due to Regal’s termination of their ESA in 2023 and the resulting discontinuation of their beverage revenue as well as a 13.7% decrease in ESA Party attendance for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

Network operating costs. Network operating costs decreased $0.6 million, or 5.4%, from $11.2 million for the for the nine months ended September 28, 2023 to $10.6 million for the nine months ended September 26, 2024. The decrease was primarily due to a $0.9 million decrease in personnel related expenses due to the workforce reorganization in the first quarter of 2024. This decrease was partially offset by a $0.3 million increase in satellite costs related to the one-time transition of providers for the nine months ended September 28, 2023, as compared to the nine months ended September 26, 2024.

ESA Parties and network affiliate fees. ESA Parties and network affiliate fees decreased by $6.4 million, or 7.2%, from $88.5 million for the nine months ended September 28, 2023 to $82.1 million for the nine months ended September 26, 2024. The decrease was primarily due to the 18.6% decrease in network attendance, as well as the rejection of certain affiliate agreements through the bankruptcy proceedings in 2023. These decreases were partially offset by the increase in fees owed under the Regal Advertising Agreement, which commenced on July 14, 2023, as well as due to contractual rate increases with the ESAs for the nine months ended September 28, 2023, as compared to the nine months ended September 26, 2024.

Selling and marketing costs. Selling and marketing costs decreased $1.8 million, or 5.7% , from $31.4 million for the nine months ended September 28, 2023 to $29.6 million for the nine months ended September 26, 2024. The decrease was due to a $2.1 million decrease in personnel related costs primarily related to performance-based compensation due in part to the

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decrease in revenue, as well as changes in the Company's incentive compensation plan following the workforce reorganization in the first quarter of 2024, a $1.6 million decrease in costs associated with our digital offerings due to a decrease in digital revenue and a $0.2 million decrease in lease related expenses, net of associated moving costs, for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023. These decreases were partially offset by a $1.4 million increase in selling related expenses and a $0.5 million increase in bad debt expense for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

Administrative and other costs. Administrative and other costs decreased $41.1 million, or 50.8%, from $80.9 million for the nine months ended September 28, 2023 to $39.8 million for the nine months ended September 26, 2024. The decrease was primarily related to a $42.9 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding incurred in the nine months ended September 28, 2023 compared to the nine months ended September 26, 2024. Additionally, the decrease was due to a $2.4 million decrease in personnel related costs due to the workforce reorganization in the first quarter of 2024 and a retention program implemented to ensure continuity of the management team during the Chapter 11 Case in place during the third quarter of 2023 and a $0.4 million decrease in lease related expenses for the nine months ended September 26, 2024 compared to the nine months ended September 28, 2023. These decreases were partially offset by a $4.1 million increase in share-based compensation following the grant of a management equity incentive plan in the first quarter of 2024 compared to limited grant activity in 2023 as well as a $0.4 million increase in cloud computing costs in the third quarter of 2024, compared to the third quarter of 2023.

Loss on termination of Regal ESA. Loss on termination of Regal ESA decreased $125.6 million, or 100.0%, from $125.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to a $141.5 million disposal of the intangible asset related to the Regal ESA in the third quarter of 2023, offset by $13.0 million gain on Regal's surrender of ownership in the Company and $2.9 million in payables forgiven in conjunction with emergence from bankruptcy in the third quarter of 2023.

Impairment of long-lived assets. Impairment of long-lived assets decreased $9.6 million, or 100.0%, from $9.6 million for the third quarter of 2023 to $0.0 million for the third quarter of 2024. This was primarily due to the write-off of certain long-lived intangible assets in the third quarter of 2023.

Depreciation expense. Depreciation expense decreased $0.2 million, or 5.6%, from $3.6 million for the nine months ended September 28, 2023 to $3.4 million for the nine months ended September 26, 2024. This decrease was primarily due to the fair value adjustments to NCM LLC's property and equipment upon reconsolidation with NCM, Inc. on August 7, 2023.

Amortization expense. Amortization expense increased $8.1 million, or 39.9%, from $20.3 million for the nine months ended September 28, 2023 to $28.4 million for the nine months ended September 26, 2024. The increase was primarily due to the fair value adjustments to NCM LLC's intangible assets upon reconsolidation with NCM, Inc. on August 7, 2023.

Non-GAAP Financial Measures for NCM LLC

Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude non-cash share-based compensation costs, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding and Chapter 11 Case. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, non-cash share-based compensation programs, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in NCM LLC’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s depreciation, amortization, share-based compensation costs, impairment of long-lived assets, workforce reorganization costs, loss on termination of Regal ESA, satellite transition costs, system optimization costs and fees and expenses related to involvement in the Cineworld Proceeding or Chapter 11 Case. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should it be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. Because not all companies use

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identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies, or calculations in NCM LLC’s debt agreement.

The following table reconciles operating income to Adjusted OIBDA for NCM LLC for the periods presented (dollars in millions):

(1) Share-based compensation costs are included in network operations, selling and marketing and administrative expense in NCM LLC’s unaudited Condensed Consolidated Financial Statements

(2) The impairment of long-lived assets primarily relates to the write down of certain intangible assets related to a purchased affiliate and leasehold improvements no longer in use.

(3) Workforce reorganization costs represents redundancy costs associated with changes to the Company’s workforce primarily implemented during the first quarter of 2024, as well as related office relocations.

(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.

(5) One-time costs of transitioning satellite providers in the second and third quarter of 2024.

(6) System optimization costs represents costs incurred related to a one-time assessment of the technology surrounding the Company's programmatic offerings incurred in the third quarter of 2024.

(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 litigation during the first, second and third quarter of 2024, as well as retention related expenses and retainers to the members of the special and restructuring committees of the Company's Board of Directors during the first, second and third quarter of 2023.

Known Trends and Uncertainties

***Beverage Revenue—***Under the ESAs, up to 90 seconds of The Noovie® Show program can be sold to the ESA Parties to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. In 2023, Cinemark and Regal, prior to the termination of Regal's ESA, purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. In the first nine months of 2024, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The ESA Parties’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future. Per the ESA with AMC, the time sold to the beverage supplier is priced equal to the greater of (1) the advertising CPM charged by NCM LLC in the previous year for the time sold to the beverage supplier and (2) the advertising CPM for the previous year charged by NCM LLC to unaffiliated third parties during segment one (closest to showtime) of The Noovie Show in the ESA Parties’ theaters, limited to the highest advertising CPM being then-charged by NCM LLC. Beginning in 2020 and in accordance with the 2019 ESA Amendment, the price for the time sold to Cinemark's beverage supplier and Regal’s beverage suppliers, prior to the termination of Regal's ESA, now increases at a fixed rate of 2.0% each year. From and after July 14, 2023, the effective date of the Regal Advertising Agreement, the Company no longer receives ESA beverage revenue from Regal.

***ESA Parties and network affiliate fees—***In consideration for NCM LLC’s access to the ESA Parties’ and network affiliate theaters for on-screen and LEN advertising and lobby promotions, the ESA Parties and network affiliates receive access fees based either upon number of attendees, a revenue share or a combination, including a minimum revenue guarantee per attendee. Many of these agreements contain annual increases to the respective fee structures or guaranteed minimums, either per patron, per theater and/or per digital screen. The payments under the ESA Parties' agreements and network affiliate agreements are recorded within ‘ESA

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Parties and network affiliate fees’ in the unaudited Condensed Consolidated Statement of Operations.

Financial Condition and Liquidity

Liquidity and Capital Resources

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of accounts receivable balances and operating expenditure payments, as well as interest or principal payments on our Revolving Credit Facility 2023 (as defined below), income tax payments, TRA payments, available cash payments (as defined in the NCM LLC Operating Agreement) to Cinemark and AMC in the event the ESA Parties hold NCM LLC membership units and amount of dividends to NCM, Inc.’s common stockholders.

On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent. The Revolving Credit Facility 2023 is an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC has access to under the revolver is $55.0 million. The proceeds of the Revolving Credit Facility 2023 may be used for, inter alia, working capital and capital expenditures. The Revolving Credit Facility 2023 will mature on August 7, 2026. The interest rate under the Revolving Credit Facility 2023 is a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contains a financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period begins upon (i) an event of default or (ii) if availability is less than the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ends only if (i) no event of default existed for the preceding 30 consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments. Upon the effectiveness of the Revolving Credit Facility 2023, NCM LLC immediately drew $10.0 million from the facility, which represents the only amounts currently outstanding under the Revolving Credit Facility 2023 as of September 26, 2024.

A summary of our financial liquidity is as follows (in millions):

(1) Included in cash, cash equivalents and marketable securities as of September 26, 2024, December 28, 2023 and September 28, 2023, was $45.5 million, $31.9 million and $21.1 million, respectively, of cash held by NCM LLC that is not available to satisfy dividends declared by NCM, Inc., income tax, TRA payments and other obligations.

(2) The Revolving Credit Facility 2023 portion of NCM LLC’s total borrowings that is available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit. NCM LLC’s total capacity under the Revolving Credit Facility 2023, which subject to fluctuations in the underlying assets, is $55.0 million as of September 26, 2024. As of September 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 net letters of credit of $0.6 million.

As of September 26, 2024, the weighted average remaining maturity of our debt was 1.9 years. As of September 26, 2024, 100.0% of our borrowings bear interest at variable rates and our net income and earnings per share could fluctuate with market interest rate fluctuations that could increase or decrease the interest paid on our borrowings.

We have used and generated cash as follows (in millions):

• Operating Activities. The $52.1 million increase in cash provided by operating activities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, was due to 1) a $58.0 million decrease in net loss adjusted for non-cash items, 2) an $11.3 million decrease in the change in prepaid expenses, 3) a $10.6 million increase in deferred revenue, 5) a $7.1 million decrease in the change in amounts due from to ESA Parties, net, 6) a $1.6 million decrease in payments of accounts payable and accrued expenses and 7) a $0.6 million decrease in cash used by

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other operating activities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023. These increases in cash provided by operating activities were partially offset by 1) a $30.5 million decrease in account receivable collections, 2) a $3.8 million decrease in integration and other encumbered theaters payments received and 3) a $2.8 million change in other operating assets and liabilities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

• Investing Activities. The $36.5 million increase in cash used in investing activities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, was primarily due to the $49.5 million addition of cash and cash equivalents due to the reconsolidation of NCM LLC in the third quarter of 2023 with no similar activity in 2024. Additionally, there was a $1.7 million increase in purchases of property and equipment in connection with the commencement of new leases and a $1.0 million decrease in proceeds from sale and maturities of marketable securities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023. These increases in cash used by investing activities were partially offset by a $15.5 million cash contribution made in conjunction with the reconsolidation of NCM LLC during the third quarter of 2023 and a $0.6 million increase in proceeds received from an equity method investment for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.
• Financing Activities. The $40.0 million decrease in cash used in financing activities for the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023, was primarily due to the removal of $49.6 million of cash caused by the deconsolidation of NCM LLC in the second quarter of 2023. Additionally, there was a $1.2 million decrease in payments of debt issuance costs and a $0.8 million decrease in repayments of the term loan facility due to an amendment to the Credit Agreement 2018 and Revolving Credit Agreement 2022 in the nine months ended September 28, 2023, as compared to the nine months ended September 26, 2024. These decreases were partially offset by a $11.1 million increase in payments made to repurchase shares of NCM, Inc.'s common stock and $0.7 million increase in cash redemptions of NCM LLC common membership units during the nine months ended September 26, 2024, as compared to the nine months ended September 28, 2023.

Sources of Capital and Capital Requirements

NCM, Inc.’s primary source of liquidity and capital resources is the quarterly available cash distributions from NCM LLC as well as its existing cash balances and marketable securities, which as of September 26, 2024 were $49.5 million (including $45.5 million of cash and restricted cash held by NCM LLC). NCM LLC’s primary sources of liquidity and capital resources are its cash provided by operating activities, availability under its Revolving Credit Facility 2023 and cash on hand. NCM LLC drew down $10.0 million of its Revolving Credit Facility 2023 immediately upon emergence from bankruptcy on August 7, 2023. The $45.5 million of cash at NCM LLC will be used to fund operations. Cash at NCM, Inc. is used to fund income taxes, payments associated with the TRA, stock repurchases and for future payment of dividends to NCM, Inc. stockholders if and when declared by the Board of Directors.

Cash flows generated by NCM LLC’s distributions to NCM, Inc. and NCM LLC’s other members were deferred during the Chapter 11 Case. NCM LLC is required, pursuant to the terms of the NCM LLC Operating Agreement, to distribute its available cash, as defined in the NCM LLC Operating Agreement, quarterly to its members. The other members are only able to receive available cash when they hold units. The available cash amount to the members of NCM LLC for the three months ended September 26, 2024 was calculated as approximately $4.7 million, due almost entirely to NCM, Inc., as the primary holder of NCM LLC units as of September 26, 2024. NCM, Inc. has the option to defer payment of any available cash distributions payable to NCM, Inc. at its discretion. As of September 26, 2024, NCM LLC owed NCM, Inc. $4.7 million in deferred available cash distribution.

NCM, Inc. expects to use its cash balances and cash received from future available cash distributions (as allowed for under the Revolving Credit Facility 2023) to fund payments associated with the TRA, stock repurchases and future dividends if and when declared by the Board of Directors. The Company does not expect to make a TRA payment in 2024 for the 2023 tax year and did not make a TRA payment in 2023 for the 2022 tax year. The Company expects to make a TRA payment in 2025 for the 2024 tax year. Deferred distributions from NCM LLC and NCM, Inc. cash balances should be sufficient to fund payments associated with the TRA, income taxes and any stock repurchases or declared dividends for the foreseeable future at the discretion of the Board of Directors. At the discretion of the Board of Directors, the Company will consider returning a portion of its free cash flow to stockholders. The declaration, payment, timing and amount of any future stock repurchases or dividends payable will be at the sole discretion of the Board of Directors who will take into account general economic and advertising market business conditions, the Company’s financial condition, available cash, current and anticipated cash needs and any other factors that the Board of Directors considers relevant.

Critical Accounting Policies

For further discussion of accounting policies that we consider critical to our business operations and understanding of our results of operations, and that affect the more significant judgments and estimates used in the preparation of our unaudited Condensed

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Consolidated Financial Statements, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” contained in our Annual Report on Form 10-K filed for the fiscal year ended December 28, 2023 and incorporated by reference herein. As of September 26, 2024, there were no other significant changes in those critical accounting policies.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see the information provided under Note 1—The Company to the unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

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

The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of September 26, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures as of September 26, 2024 were effective.

In designing and evaluating our disclosure controls and procedures, management recognizes that any control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 26, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes from risk factors as previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 18, 2024 for the fiscal year ended December 28, 2023.