National CineMedia (NCMI) to buy Captivate in $275M deal as revenue rises
Rhea-AI Filing Summary
National CineMedia, Inc. reported fiscal second quarter 2026 results with revenue up 12.7% to $58.4 million, compared with $51.8 million a year earlier, driven by stronger box office and advertising demand. For the first six months of 2026, revenue rose 6.7% to $92.4 million from $86.6 million.
Profitability remains weak: second quarter operating loss was $12.8 million and net loss was $9.9 million, or $0.11 per diluted share, similar to the prior-year loss per share. Adjusted OIBDA improved to $2.1 million from $0.7 million, and for the first half it was negative $8.5 million. Operating margin stayed sharply negative at (21.9)%.
The company announced a definitive agreement to acquire Captivate Holdings, LLC at an enterprise value of $275.0 million, funded by $275.0 million of new committed term debt and available cash to refinance the existing revolver and pay transaction costs. Management expects to realize more than $3.5 million of annual run-rate cost synergies within the first year after closing. The deal is expected to close in the second half of 2026, subject to customary conditions and regulatory approvals. In connection with the proposed acquisition and expected leverage at closing, the company has paused its quarterly dividend program and is not providing forward outlook.
Positive
- Q2 2026 revenue grew 12.7% to $58.4 million, indicating solid top-line momentum supported by higher theater attendance and advertising demand.
- Adjusted OIBDA improved to $2.1 million in Q2 2026 from $0.7 million a year earlier, reflecting better underlying operating performance despite continued GAAP losses.
- The Captivate acquisition at an enterprise value of $275.0 million is expected to create a larger premium video and digital out-of-home platform with more than 48,000 screens across 185 designated market areas.
- Management expects to generate more than $3.5 million of annual run-rate cost synergies within the first year following the Captivate acquisition, primarily from overhead reductions and functional consolidation.
Negative
- Despite higher revenue, Q2 2026 operating loss was $12.8 million and operating margin remained deeply negative at (21.9)%, signaling ongoing profitability challenges.
- First-half 2026 Adjusted OIBDA was negative $8.5 million, showing that the business has not yet generated positive cash-like earnings on a year-to-date basis.
- To fund the Captivate acquisition, the company plans to incur $275.0 million of new term debt, increasing leverage and prompting a pause of its quarterly dividend program.
- The company is not providing a forward outlook in connection with the pending Captivate transaction, limiting near-term visibility into expected financial performance.
Filing Explained
The Captivate acquisition remains pending, and the filing does not report a closing or debt draw: as of
8-K Event Classification
Key Figures
Key Terms
Adjusted OIBDA financial
enterprise value financial
run-rate cost synergies financial
Chapter 11 Case regulatory
Designated Market Areas market
Earnings Snapshot
The company is not providing a forward outlook at this time in connection with the expected timing of the pending Captivate transaction.
FAQ
How did National CineMedia (NCMI) perform financially in Q2 2026?
What are the key details of National CineMedia (NCMI)’s Captivate acquisition?
How will the Captivate acquisition affect National CineMedia (NCMI)’s platform and synergies?
What is National CineMedia (NCMI)’s profitability trend and Adjusted OIBDA in 2026?
How has National CineMedia (NCMI)’s balance sheet changed in 2026 so far?
What actions has National CineMedia (NCMI) taken regarding its dividend and outlook?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 11, 2026, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal second quarter ended July 2, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
Description |
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99.1 |
Press Release of National CineMedia, Inc. dated August 11, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NATIONAL CINEMEDIA, INC. |
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Dated: |
August 11, 2026 |
By: |
/s/ Ronnie Y. Ng |
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Ronnie Y. Ng |
Exhibit 99.1
National CineMedia, Inc. Reports Results for
Fiscal Second Quarter 2026
Second quarter revenue increased 12.7% year-over-year to $58.4 million driven by strong execution and continued box office momentum
Operational transformation delivered $2.7 million in cost savings year-to-date and remains on track for approximately $11.0 million in annualized cost savings
Acquisition of Captivate will create the leading premium video and digital out-of-home advertising platform with more than 48,000 screens across 185 designated market areas upon closing
Centennial, Colo. - August 11, 2026 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the managing member of National CineMedia, LLC (NCM LLC), the operator of the largest cinema advertising platform in the U.S., today announced its consolidated results for the fiscal second quarter ended July 2, 2026.
“NCM delivered another quarter of meaningful growth alongside the strong domestic box office,” said Tom Lesinski, Chief Executive Officer of National CineMedia, Inc. “We navigated a competitive advertising environment while executing against our strategic priorities, including continuing to strengthen our local business and driving efficiencies across the business through our operational transformation initiative. As we look to the future, we have taken a transformative next step in advancing our growth strategy through our agreement to acquire Captivate, the leading operator of digital video elevator and lobby advertising in North America, expanding and diversifying our premium platform to reach complementary, highly sought-after attentive audiences. Together, NCM and Captivate will create the leading premium video and digital out-of-home platform across theaters, office buildings and residential properties, enabling advertisers to reach consumers in high attention locations, with a single premium media partner.”
Q2 2026 Results
Total revenue for the second quarter ended July 2, 2026 increased 12.7% to $58.4 million as compared to $51.8 million for the second quarter of 2025. Operating loss increased to $12.8 million for the second quarter of 2026 from $12.0 million for the second quarter of 2025. Net loss decreased to $9.9 million, or $0.11 net loss per diluted share, for the second quarter of 2026 from net loss of $10.7 million, or $0.11 net loss per diluted share, for the second quarter of 2025. Adjusted OIBDA, a non-GAAP measure, increased to $2.1 million for the second quarter of 2026 from $0.7 million for the second quarter of 2025, as adjusted to exclude depreciation, amortization, non-cash share-based payment costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in Regal's Chapter 11 case (the “Cineworld Proceeding”) and NCM LLC's Chapter 11 case (“Chapter 11 Case”), each as previously reported and described in the Company’s public filings made with the U.S. Securities and Exchange Commission (the “SEC”). As adjusted to exclude the aforementioned items and gain on remeasurement of the payable to ESA Parties under the tax receivable agreement, net loss per diluted share for the quarter ended July 2, 2026 is $0.10 compared to net loss per diluted share for the quarter ended June 26, 2025 of $0.11. Adjusted OIBDA, adjusted net loss and adjusted net loss per share are non-GAAP measures. See the tables at the end of this release for the reconciliations to the closest GAAP basis measurements.
Total revenue for the six months ended July 2, 2026 increased 6.7% to $92.4 million as compared to $86.6 million for the six months ended June 26, 2025. Operating loss increased to $39.7 million for the six months ended July 2, 2026 from $35.9 million for the six months ended June 26, 2025. Net loss decreased to $38.6 million, or $0.41 net loss per diluted share, for the six months ended July 2, 2026 from $41.4 million, or $0.44 net loss per diluted share, for the six months ended June 26, 2025. Adjusted OIBDA, a non-GAAP measure, increased to negative $8.5 million for the six months ended July 2, 2026 from negative $8.3 million for the six months ended June 26, 2025, as adjusted to exclude depreciation, amortization, non-cash share-based payment costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and the Chapter 11 Case, each as previously reported and described in the Company’s public filings made with the SEC. As adjusted to exclude the aforementioned items and (gain) loss on remeasurement of the payable to ESA Parties under the tax receivable agreement, net loss per diluted share for the six months ended July 2, 2026 is $0.33 compared to net loss per diluted share for the six
1
months ended June 26, 2025 of $0.37. Adjusted OIBDA, adjusted net loss and adjusted net loss per share are non-GAAP measures. See the tables at the end of this release for the reconciliations to the closest GAAP basis measurements.
Acquisition of Captivate
On August 10, 2026, NCM entered into a definitive agreement to acquire Captivate Holdings, LLC (“Captivate”), the leading operator of digital video elevator and lobby advertising in North America, at an enterprise value of $275.0 million. The transaction will be funded with $275.0 million of new committed term debt, with available cash used to refinance the Company’s existing revolving credit facility and fund transaction expenses.
NCM expects to generate more than $3.5 million of annual run-rate cost synergies within the first year following close of the acquisition, primarily through the elimination of duplicative corporate overhead and the consolidation of executive and administrative functions.
The transaction is expected to close during the second half of 2026, subject to customary closing conditions and regulatory approvals. Until closing, NCM and Captivate will continue to operate independently in the ordinary course. Additional details are available in the Company’s press release dated August 11, 2026.
Dividend
In connection with the proposed acquisition of Captivate and expected leverage at closing, NCM has paused its quarterly dividend program.
Outlook
In connection with the expected timing of the pending transaction, NCM is not providing a forward outlook at this time. This does not reflect any change in the Company’s view of the underlying business.
Conference Call
The Company will host a conference call and audio webcast with investors, analysts, and other interested parties, August 11, 2026, at 5:00 P.M. Eastern Time. The live call can be accessed by dialing 1-844-826-3033 or, for international participants, 1-412-317-5185. Participants should register at least 15 minutes prior to the commencement of the call. Additionally, a live audio webcast will be available to interested parties at www.ncm.com under the Investor Relations section. Participants should allow at least 15 minutes prior to the commencement of the call to register, download and install necessary audio software.
The replay of the conference call will be available until midnight Eastern Time, August 25, 2026, by dialing 1-844-512-2921 or, for international participants, 1-412-317-6671 and entering conference ID 10211032.
About National CineMedia, Inc.
National CineMedia, Inc. (NCM, NASDAQ:NCMI) is the largest cinema advertising platform in the U.S. 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. NCM’s Noovie® Show is presented exclusively in 44 leading national and regional theater circuits including the only three national chains, AMC Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK) and Regal Entertainment Group (a subsidiary of Cineworld Group PLC). NCM’s cinema advertising platform, including Spotlight, consists of approximately 22,000 total theater and lobby screens in over 1,750 theaters in 183 Designated Market Areas® (98 of the top 100). NCM is the managing member and owner of 100% of National CineMedia, LLC (NCM LLC). For more information, visit www.ncm.com.
Forward-Looking Statements
This press release contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including statements regarding the Company’s anticipated future financial performance and any projections or expectations regarding the Company’s proposed acquisition of Captivate described herein. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Investors are cautioned that reliance on these forward-looking statements involves risks and uncertainties. Although the Company believes that the assumptions used in the forward-looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result,
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actual results could differ materially from those expressed or implied in the forward-looking statements. The factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are, among others, (1) the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed acquisition may not be realized or may take longer than anticipated to be realized, (2) disruption to the Company’s or Captivate’s businesses as a result of the announcement and pendency of the proposed acquisition and diversion of management's attention from ongoing business operations and opportunities, (3) the occurrence of any event that could give rise to the right of one or both of the parties to terminate the definitive purchase agreement, (4) the failure to obtain required regulatory approvals or a delay in obtaining such approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Company or the expected benefits of the proposed acquisition), (5) the failure of any of the closing conditions in the definitive purchase agreement to be satisfied on a timely basis or at all, including the failure of the Company to obtain the committed financing under the debt commitment letters, (6) any other delays in closing the proposed acquisition, (7) the possibility that the proposed acquisition, including the integration of Captivate, may be more costly or difficult to complete than anticipated, (8) the impacts from the increased debt load incurred in connection with the proposed transaction, (9) level of theater attendance or viewership of the Noovie® show; (10) the availability and predictability of major motion pictures displayed in theaters, including as a result of strikes or other production delays in the entertainment industry; (11) increased competition for advertising expenditures; (12) changes to the ESAs or network affiliate agreements and the relationships with NCM LLC’s ESA Parties and network affiliates and NCM LLC's ability to enforce provisions contained in the ESA or network affiliate agreements; (13) economic conditions, including the level of expenditures on and perception of cinema advertising; (14) our ability to implement or achieve new revenue opportunities; (15) any failure to realize the anticipated benefits of the post-showtime inventory in our network or the development of additional digital or digital out of home revenue opportunities; (16) technological changes and innovations or the failure to adequately protect our systems, data or property from technology failures or cyberattacks; (17) our ability to renew or replace expiring advertising contracts; (18) the ongoing effects of NCM LLC’s emergence from bankruptcy or a lack of support from the ESA Parties; (19) reinvestment in our network and product offerings may require significant funding and resulting reallocation of resources; (20) fluctuations in and timing of operating costs; (21) our ability to retain or replace our senior management; (22) any failure to grow advertising revenue in line with the growth of contractual costs; (23) macroeconomic uncertainty which alters the spending priorities of current or prospective advertisers; and (24) changes in government regulations, funding, trade policies or tariffs. In addition, the outlook provided does not include the impact of any future unusual or infrequent transactions; sales and acquisitions of operating assets and investments; any future non-cash impairments of intangible and fixed assets; amounts related to litigation or the related impact of taxes that may occur from time to time due to management decisions and changing business circumstances. The Company is currently unable to forecast precisely the timing and/or magnitude of any such amounts or events. Please refer to the Company’s Securities and Exchange Commission filings, including the “Risk Factor” section of the Company’s Quarterly Report on Form 10-Q for the three months ended April 2, 2026 and in the Annual Report on Form 10-K for the year ended January 1, 2026, for further information about these and other risks. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak to the information only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result, of new information, future events or otherwise, except as required by law.
This press release contains references to Non-GAAP financial measures including Adjusted OIBDA (Operating Income Before Depreciation and Amortization expense, adjusted to exclude non-cash share-based compensation costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and the Chapter 11 Case). A reconciliation of these measures is available in this press release and on the investor page of the Company’s website at www.ncm.com.
INVESTOR CONTACT: |
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MEDIA CONTACT: |
Chan Park, investors@ncm.com |
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press@ncm.com |
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NATIONAL CINEMEDIA, INC.
Condensed Consolidated Statements of Income
Unaudited
($ in millions, except per share data)
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Three Months Ended |
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Six Months Ended |
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July 2, 2026 |
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June 26, 2025 |
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July 2, 2026 |
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June 26, 2025 |
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REVENUE (including revenue from related |
$ |
58.4 |
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$ |
51.8 |
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$ |
92.4 |
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$ |
86.6 |
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OPERATING EXPENSES: |
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Network operating costs |
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3.7 |
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3.2 |
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7.7 |
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6.2 |
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Theater exhibition fees |
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37.6 |
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30.9 |
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62.1 |
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52.6 |
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Selling and marketing costs |
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9.6 |
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9.8 |
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19.2 |
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20.4 |
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Administrative and other costs |
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10.8 |
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10.6 |
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24.1 |
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23.5 |
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Depreciation expense |
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1.5 |
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1.1 |
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3.0 |
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2.2 |
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Amortization expense |
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8.0 |
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8.2 |
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16.0 |
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17.6 |
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Total |
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71.2 |
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63.8 |
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132.1 |
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122.5 |
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OPERATING LOSS |
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(12.8 |
) |
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(12.0 |
) |
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(39.7 |
) |
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(35.9 |
) |
NON-OPERATING EXPENSE (INCOME): |
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Interest on borrowings |
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0.2 |
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0.1 |
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0.5 |
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0.3 |
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Interest income |
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(0.3 |
) |
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(0.4 |
) |
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(0.6 |
) |
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(0.9 |
) |
(Gain) loss on re-measurement of the payable |
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(2.3 |
) |
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(0.8 |
) |
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(0.3 |
) |
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4.6 |
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Loss on debt extinguishment |
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— |
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— |
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— |
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1.8 |
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Other non-operating income, net |
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(0.5 |
) |
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(0.2 |
) |
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(0.7 |
) |
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(0.3 |
) |
Total |
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(2.9 |
) |
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(1.3 |
) |
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(1.1 |
) |
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5.5 |
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LOSS BEFORE INCOME TAXES |
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(9.9 |
) |
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(10.7 |
) |
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(38.6 |
) |
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(41.4 |
) |
Income tax expense |
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— |
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— |
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— |
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— |
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CONSOLIDATED NET LOSS |
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(9.9 |
) |
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(10.7 |
) |
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(38.6 |
) |
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(41.4 |
) |
Less: Net loss attributable to |
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— |
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— |
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— |
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— |
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NET LOSS ATTRIBUTABLE TO NCM, INC. |
$ |
(9.9 |
) |
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$ |
(10.7 |
) |
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$ |
(38.6 |
) |
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$ |
(41.4 |
) |
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NET LOSS PER NCM, INC. COMMON SHARE |
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Basic |
$ |
(0.11 |
) |
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$ |
(0.11 |
) |
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$ |
(0.41 |
) |
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$ |
(0.44 |
) |
Diluted |
$ |
(0.11 |
) |
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$ |
(0.11 |
) |
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$ |
(0.41 |
) |
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$ |
(0.44 |
) |
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WEIGHTED AVERAGE SHARES OUTSTANDING: |
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Basic |
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93,696,124 |
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93,978,031 |
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93,452,698 |
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94,681,546 |
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Diluted |
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93,696,124 |
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93,978,031 |
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93,452,698 |
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94,681,546 |
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NATIONAL CINEMEDIA, INC.
Selected Condensed Balance Sheet Data
Unaudited
($ in millions)
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As of |
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July 2, 2026 |
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January 1, 2026 |
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Cash, cash equivalents, marketable securities and restricted cash |
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$ |
46.1 |
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$ |
37.6 |
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Receivables, net |
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$ |
62.0 |
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$ |
96.5 |
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Property and equipment, net |
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$ |
17.5 |
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$ |
19.4 |
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Total assets |
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$ |
446.3 |
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$ |
490.6 |
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Borrowings, gross |
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$ |
12.0 |
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$ |
12.0 |
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Total equity |
|
$ |
334.3 |
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$ |
375.4 |
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Total liabilities and equity |
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$ |
446.3 |
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$ |
490.6 |
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4
NATIONAL CINEMEDIA, INC.
Operating Data
Unaudited
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As of |
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July 2, 2026 |
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June 26, 2025 |
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Total Screens (100% Digital) at Period End (1) |
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18,925 |
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17,832 |
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Three Months Ended |
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Six Months Ended |
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||||||||||
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July 2, 2026 |
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June 26, 2025 |
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July 2, 2026 |
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June 26, 2025 |
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Total Attendance for Period (2) (in millions) |
|
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137.6 |
|
|
|
115.3 |
|
|
|
220.8 |
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|
187.7 |
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Capital Expenditures (3) (in millions) |
|
$ |
0.6 |
|
|
$ |
2.0 |
|
|
$ |
1.1 |
|
|
$ |
2.9 |
|
NATIONAL CINEMEDIA, INC.
Operating Data
Unaudited
($ in millions)
|
|
Three Months Ended |
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Six Months Ended |
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||||||||||
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July 2, 2026 |
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June 26, 2025 |
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July 2, 2026 |
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June 26, 2025 |
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Revenue breakout: |
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National advertising revenue |
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$ |
44.9 |
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|
$ |
41.2 |
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|
$ |
72.3 |
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|
$ |
68.6 |
|
Local and regional advertising revenue |
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9.5 |
|
|
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6.4 |
|
|
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13.9 |
|
|
|
11.2 |
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ESA Party advertising revenue from beverage concessionaire |
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4.0 |
|
|
|
4.2 |
|
|
|
6.2 |
|
|
|
6.8 |
|
Total revenue |
|
$ |
58.4 |
|
|
$ |
51.8 |
|
|
$ |
92.4 |
|
|
$ |
86.6 |
|
|
|
|
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Per attendee data: |
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|
|
|
|
|
|
|
||||
National advertising revenue per attendee |
|
$ |
0.326 |
|
|
$ |
0.357 |
|
|
$ |
0.327 |
|
|
$ |
0.365 |
|
Local and regional advertising revenue per attendee |
|
$ |
0.069 |
|
|
$ |
0.056 |
|
|
$ |
0.063 |
|
|
$ |
0.060 |
|
Total advertising revenue (excluding beverage) per attendee |
|
$ |
0.395 |
|
|
$ |
0.413 |
|
|
$ |
0.390 |
|
|
$ |
0.425 |
|
Total revenue per attendee |
|
$ |
0.424 |
|
|
$ |
0.449 |
|
|
$ |
0.418 |
|
|
$ |
0.461 |
|
Total attendance (1) |
|
|
137.6 |
|
|
|
115.3 |
|
|
|
220.8 |
|
|
|
187.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating loss |
|
$ |
(12.8 |
) |
|
$ |
(12.0 |
) |
|
$ |
(39.7 |
) |
|
$ |
(35.9 |
) |
Adjusted OIBDA (2) |
|
$ |
2.1 |
|
|
$ |
0.7 |
|
|
$ |
(8.5 |
) |
|
$ |
(8.3 |
) |
Adjusted OIBDA margin (2) |
|
|
3.6 |
% |
|
|
1.4 |
% |
|
|
(9.2 |
)% |
|
|
(9.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share - basic |
|
$ |
(0.11 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.44 |
) |
Loss per share - diluted |
|
$ |
(0.11 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted loss per share - diluted (2) |
|
$ |
(0.10 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.37 |
) |
5
NATIONAL CINEMEDIA, INC
Non-GAAP Reconciliations
Unaudited
Adjusted OIBDA and Adjusted OIBDA Margin
Adjusted Operating Income Before Depreciation and Amortization (“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, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in Regal’s Chapter 11 case (the “Cineworld Proceeding”) and NCM LLC's Chapter 11 Case (the “Chapter 11 Case”). Our management uses this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes this is an important supplemental measure of operating performance because it eliminates 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 this measure is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, non-cash share-based compensation programs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses this non-GAAP financial measure to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes this is an important supplemental measure of operating performance because it eliminates 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 this measure is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, non-cash share-based compensation programs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates.
A limitation of both of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in NCM LLC’s business. In addition, Adjusted OIBDA and Adjusted OIBDA margin have the limitation of not reflecting the effect of the Company’s non-cash share-based compensation costs, workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs and advisor fees related to involvement in the Cineworld Proceeding and the 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, and operating margin is the most directly comparable GAAP financial measure to Adjusted OIBDA margin. Because not all companies use 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 Company has not provided a reconciliation of the forward-looking non-GAAP Adjusted OIBDA measure to forward-looking GAAP operating income due to the inability to predict the amount and timing of impacts outside of the Company’s control on certain items, including the timing of revenue and charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant and are difficult to reasonably predict. Accordingly, a reconciliation of this non-GAAP measure is not available without unreasonable effort.
6
The following table reconciles the Company's operating loss and operating margin to Adjusted OIBDA and Adjusted OIBDA margin for the periods presented (dollars in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
||||
Operating loss |
|
$ |
(12.8 |
) |
|
$ |
(12.0 |
) |
|
$ |
(39.7 |
) |
|
$ |
(35.9 |
) |
Depreciation expense |
|
|
1.5 |
|
|
|
1.1 |
|
|
|
3.0 |
|
|
|
2.2 |
|
Amortization expense |
|
|
8.0 |
|
|
|
8.2 |
|
|
|
16.0 |
|
|
|
17.6 |
|
Share-based compensation costs (1) |
|
|
2.4 |
|
|
|
2.9 |
|
|
|
4.0 |
|
|
|
5.6 |
|
Workforce and system transformation costs (2) |
|
|
2.7 |
|
|
|
0.4 |
|
|
|
7.5 |
|
|
|
0.6 |
|
Satellite transition costs (3) |
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
Spotlight acquisition and integration costs (4) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
Advisor fees related to the Cineworld |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
1.6 |
|
Adjusted OIBDA |
|
$ |
2.1 |
|
|
$ |
0.7 |
|
|
$ |
(8.5 |
) |
|
$ |
(8.3 |
) |
Total revenue |
|
$ |
58.4 |
|
|
$ |
51.8 |
|
|
$ |
92.4 |
|
|
$ |
86.6 |
|
Operating margin |
|
|
(21.9 |
)% |
|
|
(23.2 |
)% |
|
|
(43.0 |
)% |
|
|
(41.5 |
)% |
Adjusted OIBDA margin |
|
|
3.6 |
% |
|
|
1.4 |
% |
|
|
(9.2 |
)% |
|
|
(9.6 |
)% |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
||||
Share-based compensation costs included in |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.2 |
|
|
$ |
0.2 |
|
Share-based compensation costs included in |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.5 |
|
|
|
0.7 |
|
Share-based compensation costs included in |
|
|
2.0 |
|
|
|
2.4 |
|
|
|
3.3 |
|
|
|
4.7 |
|
Total share-based compensation costs |
|
$ |
2.4 |
|
|
$ |
2.9 |
|
|
$ |
4.0 |
|
|
$ |
5.6 |
|
Adjusted Net Loss and Loss per Share
Adjusted net loss and adjusted net loss per share are not financial measures calculated in accordance with GAAP in the United States. Adjusted net loss and adjusted net loss per share are calculated using reported net loss and net loss per share and exclude workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs, advisor fees related to the Cineworld Proceeding and the Chapter 11 Case and loss on re-measurement of the payable to ESA Parties under the tax receivable agreement. Our management use these non-GAAP financial measures as an additional tool to evaluate operating performance. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and so 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 a method used by the Company’s management and helps improve their ability to understand the Company’s operating performance. Adjusted net loss and adjusted net loss per share should not be regarded as alternatives to net loss and net loss per share or as indicators of operating performance, nor should they be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that net loss and net loss per share are the most directly comparable GAAP financial measures. Because not
7
all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.
The following table reconciles as reported net loss and net loss per share to adjusted net loss and adjusted net loss per share excluding workforce and system transformation costs, satellite transition costs, Spotlight acquisition and integration costs, advisor fees related to the Cineworld Proceeding and the Chapter 11 Case and (gain) loss on remeasurement of the payable to ESA Parties under the tax receivable agreement for the periods presented (dollars in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
|
July 2, 2026 |
|
|
June 26, 2025 |
|
||||
Net loss as reported |
|
$ |
(9.9 |
) |
|
$ |
(10.7 |
) |
|
$ |
(38.6 |
) |
|
$ |
(41.4 |
) |
Workforce and system transformation costs (1) |
|
|
2.7 |
|
|
|
0.4 |
|
|
|
7.5 |
|
|
|
0.6 |
|
Satellite transition costs (2) |
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
Spotlight acquisition and integration costs (3) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
Advisor fees related to the Cineworld Proceeding |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
1.6 |
|
(Gain) loss on re-measurement of the payable under the tax |
|
|
(2.3 |
) |
|
|
(0.8 |
) |
|
|
(0.3 |
) |
|
|
4.6 |
|
Net effect of adjusting items |
|
$ |
0.7 |
|
|
$ |
(0.3 |
) |
|
$ |
7.9 |
|
|
$ |
6.8 |
|
Net loss excluding adjusting items |
|
$ |
(9.2 |
) |
|
$ |
(11.0 |
) |
|
$ |
(30.7 |
) |
|
$ |
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding as reported |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
93,696,124 |
|
|
|
93,978,031 |
|
|
|
93,452,698 |
|
|
|
94,681,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted loss per share as reported |
|
$ |
(0.11 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.44 |
) |
Net effect of adjusting items |
|
|
0.01 |
|
|
|
(0.00 |
) |
|
|
0.08 |
|
|
|
0.07 |
|
Diluted loss per share excluding adjusting items |
|
$ |
(0.10 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.33 |
) |
|
$ |
(0.37 |
) |
8