National CineMedia swings to $17.2M Q3 2026 loss
Adjusted diluted income per share was $0.33 for the quarter, compared with $0.00 a year earlier.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
National CineMedia, Inc. (NCMI) reported fiscal third-quarter 2026 revenue of $61.4 million, down 3.2% from $63.4 million a year earlier. Operating loss was $21.6 million versus $1.8 million, and net loss was $17.2 million, compared with net income of $1.6 million. Adjusted OIBDA, a non-GAAP measure, was $3.3 million, down from $10.2 million.
For the nine months ended October 1, 2026, revenue increased 2.5% to $153.8 million from $150.0 million, while net loss was $55.8 million versus $39.9 million and Adjusted OIBDA was negative $5.2 million versus positive $1.9 million. NCMI completed its acquisition of Captivate, whose results were consolidated beginning September 18, 2026; the combined network has approximately 48,000 digital screens. NCMI raised its 2026 operational transformation savings target to more than $7.5 million. CEO Tom Lesinski's planned retirement has an anticipated departure date of December 31, 2026; the board retained Korn Ferry to search for a successor.
For fourth-quarter 2026, NCMI expects revenue of $117.0 million to $124.0 million and Adjusted OIBDA of $42.0 million to $48.0 million.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointCaptivate acquisition completed, with a combined network of approximately 48,000 digital screens.
Negative
- Moderate pointThird-quarter net result shifted from $1.6 million income to $17.2 million loss.
- Moderate pointThird-quarter Adjusted OIBDA decreased from $10.2 million to $3.3 million.
- Minor pointNine-month net loss increased from $39.9 million to $55.8 million.
- Minor pointNine-month Adjusted OIBDA moved from positive $1.9 million to negative $5.2 million.
Filing Explained
The quarter’s reported loss included a remeasurement loss; adjusted net income was also reported.
This Form 8-K reports National CineMedia’s third-quarter results after the Captivate acquisition was completed and consolidated on September 18; the company says the acquisition-related credit agreement increased debt.
The quarter’s reported net loss included a loss from remeasuring the tax receivable agreement payable; the release also reports adjusted net income, a non-GAAP measure it says should not replace GAAP results.
8-K Event Classification
Key Figures
Key Terms
Adjusted OIBDA financial
tax receivable agreement financial
Designated Market Areas® technical
satellite transition costs technical
Earnings Snapshot
For the fourth quarter of 2026, NCMI expects total revenue of $117.0 million to $124.0 million and Adjusted OIBDA of $42.0 million to $48.0 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did NCMI perform in the third quarter of 2026?
What is NCMI's fourth-quarter 2026 outlook?
When is NCMI CEO Tom Lesinski expected to retire?
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
Date of Report (Date of earliest event reported): |
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(Former Name or Former Address, if Changed Since Last Report)
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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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 November 10, 2026, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended October 1, 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 November 10, 2026. |
101 |
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: |
November 10, 2026 |
By: |
/s/ Ronnie Y. Ng |
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Ronnie Y. Ng |
Exhibit 99.1
National CineMedia, Inc. Reports Results for
Fiscal Third Quarter 2026
Completed acquisition of Captivate, creating a combined network of approximately 48,000 digital screens across movie theaters, office buildings and residential properties
Raised 2026 operational transformation savings target to more than $7.5 million, reflecting progress on cost-savings initiatives and operational efficiencies
Provided fourth quarter 2026 revenue outlook of $117.0 million to $124.0 million
Announced CEO Tom Lesinski to retire as part of planned leadership transition
Centennial, Colo. - November 10, 2026 - National CineMedia, Inc. (NASDAQ: NCMI) (the “Company” or “NCM”), the operator of a leading premium video and digital out-of-home advertising platform in the U.S., and managing member of National CineMedia, LLC (NCM LLC), NCM Holdings, LLC (NCM Holdings) and Captivate Holdings, LLC (Captivate), today announced its consolidated results for the fiscal third quarter ended October 1, 2026.
“With Captivate now part of NCM, we have significantly expanded our reach, diversified our advertising offerings and created new opportunities to connect brands with highly engaged audiences where they work, live and play,” said Tom Lesinski, Chief Executive Officer of National CineMedia, Inc. “We are encouraged by early fourth-quarter trends across both networks, supported by a strong holiday theatrical slate and growing demand for Captivate’s office and residential inventory. Looking ahead, we remain focused on successfully integrating Captivate, realizing acquisition synergies and reducing leverage to drive sustainable growth and long-term value for our shareholders. As I prepare to retire, I am incredibly proud of what we have accomplished together and confident in NCM's future”
Q3 2026 Results
Total revenue for the third quarter ended October 1, 2026 decreased 3.2% to $61.4 million as compared to $63.4 million for the third quarter of 2025. Operating loss increased to $21.6 million for the third quarter of 2026 from $1.8 million for the third quarter of 2025. Net loss increased to $17.2 million, or $0.18 net loss per diluted share, for the third quarter of 2026 from net income of $1.6 million, or $0.02 net income per diluted share, for the third quarter of 2025. Adjusted OIBDA, a non-GAAP measure, decreased to $3.3 million for the third quarter of 2026 from $10.2 million for the third quarter of 2025, as adjusted to exclude depreciation, amortization, non-cash share-based payment costs, workforce and system transformation costs, satellite transition costs, 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 income per diluted share for the quarter ended October 1, 2026 is $0.33 compared to net income per diluted share for the quarter ended September 25, 2025 of $0.00. 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. Captivate results were consolidated into the Company's financial statements as of September 18, 2026, the date of the acquisition.
Total revenue for the nine months ended October 1, 2026 increased 2.5% to $153.8 million as compared to $150.0 million for the nine months ended September 25, 2025. Operating loss increased to $61.3 million for the nine months ended October 1, 2026 from $37.7 million for the nine months ended September 25, 2025. Net loss increased to $55.8 million, or $0.60 net loss per diluted share, for the nine months ended October 1, 2026 from $39.9 million, or $0.42 net loss per diluted share, for the nine months ended September 25, 2025. Adjusted OIBDA, a non-GAAP measure, decreased to negative $5.2 million for the nine months ended October 1, 2026 from positive $1.9 million for the nine months ended September 25, 2025, as adjusted to exclude depreciation, amortization, non-cash share-based payment costs, workforce and system transformation costs, satellite transition costs, 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 income per diluted share for the nine months ended October 1, 2026 is $0.00
1
compared to net loss per diluted share for the nine months ended September 25, 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. Captivate results were consolidated into the Company's financial statements as of September 18, 2026, the date of the acquisition.
Leadership Transition
Tom Lesinski will retire as Chief Executive Officer as part of a transition plan, with an anticipated departure of December 31, 2026. The Board of Directors has retained Korn Ferry to assist with a comprehensive search for the Company’s next Chief Executive Officer. Additional details are available in the Company’s press release issued today.
Outlook
For the fourth quarter of 2026, the Company expects to earn total revenue of $117.0 million to $124.0 million and Adjusted OIBDA in the range of $42.0 million to $48.0 million.
Conference Call
The Company will host a conference call and audio webcast with investors, analysts, and other interested parties, on November 10, 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, November 24, 2026, by dialing 1-844-512-2921 or, for international participants, 1-412-317-6671 and entering conference ID 10213041.
About National CineMedia, Inc.
National CineMedia, Inc. (NCM, NASDAQ:NCMI) is a leading premium video and digital out-of-home advertising platform in the U.S. With unparalleled reach and scale, NCM, Inc.'s national network connects advertisers, through its two brands NCM and Captivate, to hard-to-reach, young, diverse and affluent audiences utilizing the power of high attention environments, including theaters, elevators and building lobbies. A premium video, full-funnel marketing solution for advertisers, NCM, Inc. enhances advertisers’ ability to measure and drive results. NCM’s Noovie® Show is presented exclusively in 38 leading national and regional theater circuits including all 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 advertising platform, including Spotlight and Captivate, consists of approximately 48,000 total digital screens across theaters, office buildings and residential properties in 185 Designated Market Areas® (all of the top 100). NCM is the managing member and owner of 100% of National CineMedia, LLC (NCM LLC) and Captivate Holdings, LLC (Captivate). 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 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, 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 Captivate 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 integration of Captivate and diversion of management's attention from ongoing business operations and opportunities, (3) unknown or contingent liabilities of Captivate assumed in connection with our acquisition, (4) the possible impairment of the goodwill and other intangible assets recorded as a result of the Captivate
2
acquisition, (5) the impacts from the increased debt load incurred under the credit agreement entered into in connection with the Captivate acquisition, (6) level of theater attendance or viewership of the Noovie® show; (7) 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; (8) increased competition for advertising expenditures; (9) 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; (10) economic conditions, including the level of expenditures on and perception of cinema advertising; (11) our ability to implement or achieve new revenue opportunities; (12) 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; (13) technological changes and innovations or the failure to adequately protect our systems, data or property from technology failures or cyberattacks; (14) our ability to renew or replace expiring advertising contracts; (15) the ongoing effects of NCM LLC’s emergence from bankruptcy or a lack of support from the ESA Parties; (16) reinvestment in our network and product offerings may require significant funding and resulting reallocation of resources; (17) fluctuations in and timing of operating costs; (18) our ability to retain or replace our senior management; (19) any failure to grow advertising revenue in line with the growth of contractual costs; (20) macroeconomic uncertainty which alters the spending priorities of current or prospective advertisers; and (21) 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 Factors” section of the Company’s Quarterly Report on Form 10-Q for the nine months ended October 1, 2026, Quarterly Report on Form 10-Q for the three months ended April 2, 2026 and 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, 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 |
3
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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Nine Months Ended |
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October 1, 2026 |
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September 25, 2025 |
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October 1, 2026 |
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September 25, 2025 |
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NET REVENUE (including revenue from |
$ |
61.4 |
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$ |
63.4 |
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$ |
153.8 |
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$ |
150.0 |
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OPERATING EXPENSES: |
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Network operating costs |
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3.2 |
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3.2 |
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10.9 |
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9.4 |
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Theater exhibition fees |
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40.2 |
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32.3 |
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102.3 |
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84.9 |
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Selling and marketing costs |
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9.0 |
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10.1 |
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28.3 |
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30.6 |
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Administrative and other costs |
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19.5 |
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10.6 |
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43.6 |
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34.0 |
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Depreciation expense |
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1.6 |
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1.1 |
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4.5 |
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3.3 |
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Amortization expense |
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8.9 |
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7.9 |
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24.9 |
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25.5 |
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Goodwill impairment |
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0.6 |
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— |
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0.6 |
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— |
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Total |
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83.0 |
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65.2 |
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215.1 |
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187.7 |
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OPERATING LOSS |
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(21.6 |
) |
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(1.8 |
) |
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(61.3 |
) |
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(37.7 |
) |
NON-OPERATING EXPENSE (INCOME): |
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Interest on borrowings |
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1.5 |
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0.1 |
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2.0 |
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0.4 |
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Interest income |
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(0.3 |
) |
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(0.3 |
) |
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(0.9 |
) |
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(1.2 |
) |
Loss (gain) on re-measurement of the payable |
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36.4 |
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(3.1 |
) |
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36.1 |
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1.6 |
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Loss on debt extinguishment |
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0.5 |
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— |
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0.5 |
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1.8 |
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Other non-operating income, net |
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(0.2 |
) |
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(0.1 |
) |
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(0.9 |
) |
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(0.4 |
) |
Total |
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37.9 |
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(3.4 |
) |
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36.8 |
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2.2 |
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(LOSS) INCOME BEFORE INCOME TAXES |
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(59.5 |
) |
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1.6 |
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(98.1 |
) |
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(39.9 |
) |
Income tax benefit |
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(42.3 |
) |
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— |
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(42.3 |
) |
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— |
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CONSOLIDATED NET (LOSS) INCOME |
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(17.2 |
) |
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|
1.6 |
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(55.8 |
) |
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(39.9 |
) |
Less: Net (loss) income attributable to |
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— |
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— |
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— |
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— |
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NET (LOSS) INCOME ATTRIBUTABLE |
$ |
(17.2 |
) |
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$ |
1.6 |
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$ |
(55.8 |
) |
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$ |
(39.9 |
) |
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NET (LOSS) INCOME PER NCM, INC. COMMON SHARE |
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Basic |
$ |
(0.18 |
) |
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$ |
0.02 |
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$ |
(0.60 |
) |
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$ |
(0.42 |
) |
Diluted |
$ |
(0.18 |
) |
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$ |
0.02 |
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|
$ |
(0.60 |
) |
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$ |
(0.42 |
) |
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WEIGHTED AVERAGE SHARES OUTSTANDING: |
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|||||
Basic |
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94,051,204 |
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93,701,506 |
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93,652,200 |
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94,354,866 |
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Diluted |
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94,051,204 |
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94,311,340 |
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93,652,200 |
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|
94,354,866 |
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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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|||||
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October 1, 2026 |
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January 1, 2026 |
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Cash, cash equivalents, marketable securities and restricted cash |
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$ |
35.8 |
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$ |
37.6 |
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Receivables, net |
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$ |
80.4 |
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$ |
96.5 |
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Property and equipment, net |
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$ |
30.4 |
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$ |
19.4 |
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Total assets |
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$ |
758.8 |
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$ |
490.6 |
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Borrowings, gross |
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$ |
285.0 |
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$ |
12.0 |
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Total equity |
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$ |
319.6 |
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$ |
375.4 |
|
Total liabilities and equity |
|
$ |
758.8 |
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|
$ |
490.6 |
|
4
NATIONAL CINEMEDIA, INC.
Operating Data
Unaudited
($ in millions)
|
|
Three Months Ended |
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|
Nine Months Ended |
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October 1, 2026 |
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September 25, 2025 |
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October 1, 2026 |
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September 25, 2025 |
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Revenue breakout: |
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Cinema advertising revenue |
|
$ |
55.3 |
|
|
$ |
59.5 |
|
|
$ |
141.5 |
|
|
$ |
139.3 |
|
Office/residential advertising revenue, net |
|
|
2.2 |
|
|
|
— |
|
|
|
2.2 |
|
|
|
— |
|
Other revenue |
|
|
3.9 |
|
|
|
3.9 |
|
|
|
10.1 |
|
|
|
10.7 |
|
Total net revenue |
|
$ |
61.4 |
|
|
$ |
63.4 |
|
|
$ |
153.8 |
|
|
$ |
150.0 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Cinema advertising data: |
|
|
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|
|
|
|
|
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|
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Total cinema advertising revenue per attendee |
|
$ |
0.409 |
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|
$ |
0.547 |
|
|
$ |
0.398 |
|
|
$ |
0.470 |
|
Total theater attendance (1) |
|
|
135.2 |
|
|
|
108.7 |
|
|
|
355.5 |
|
|
|
296.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating data: |
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|
|
|
|
|
|
|
|
|
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|
||||
Operating loss |
|
$ |
(21.6 |
) |
|
$ |
(1.8 |
) |
|
$ |
(61.3 |
) |
|
$ |
(37.7 |
) |
Adjusted OIBDA (2) |
|
$ |
3.3 |
|
|
$ |
10.2 |
|
|
$ |
(5.2 |
) |
|
$ |
1.9 |
|
Adjusted OIBDA margin (2) |
|
|
5.4 |
% |
|
|
16.1 |
% |
|
|
(3.4 |
)% |
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income per share - basic |
|
$ |
(0.18 |
) |
|
$ |
0.02 |
|
|
$ |
(0.60 |
) |
|
$ |
(0.42 |
) |
(Loss) income per share - diluted |
|
$ |
(0.18 |
) |
|
$ |
0.02 |
|
|
$ |
(0.60 |
) |
|
$ |
(0.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted income (loss) per share - diluted (2) |
|
$ |
0.33 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures (3) |
|
$ |
1.0 |
|
|
$ |
1.6 |
|
|
$ |
2.1 |
|
|
$ |
4.5 |
|
Total office buildings (4) |
|
|
1,517 |
|
|
|
|
|
|
1,517 |
|
|
|
|
||
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, 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, 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, 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, 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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
October 1, |
|
|
September 25, 2025 |
|
|
October 1, |
|
|
September 25, 2025 |
|
||||
Operating loss |
|
$ |
(21.6 |
) |
|
$ |
(1.8 |
) |
|
$ |
(61.3 |
) |
|
$ |
(37.7 |
) |
Depreciation expense |
|
|
1.6 |
|
|
|
1.1 |
|
|
|
4.5 |
|
|
|
3.3 |
|
Amortization expense |
|
|
8.9 |
|
|
|
7.9 |
|
|
|
24.9 |
|
|
|
25.5 |
|
Goodwill impairment |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
Share-based compensation costs (1) |
|
|
2.4 |
|
|
|
1.7 |
|
|
|
6.4 |
|
|
|
7.3 |
|
Workforce and system transformation costs (2) |
|
|
0.8 |
|
|
|
1.5 |
|
|
|
8.4 |
|
|
|
2.1 |
|
Satellite transition costs (3) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
Acquisition and integration costs (4) |
|
|
10.3 |
|
|
|
— |
|
|
|
10.6 |
|
|
|
— |
|
Advisor fees related to the Cineworld |
|
|
0.2 |
|
|
|
(0.2 |
) |
|
|
0.5 |
|
|
|
1.4 |
|
Adjusted OIBDA |
|
$ |
3.3 |
|
|
$ |
10.2 |
|
|
$ |
(5.2 |
) |
|
$ |
1.9 |
|
Total net revenue |
|
$ |
61.4 |
|
|
$ |
63.4 |
|
|
$ |
153.8 |
|
|
$ |
150.0 |
|
Operating margin |
|
|
(35.2 |
)% |
|
|
(2.8 |
)% |
|
|
(39.9 |
)% |
|
|
(25.1 |
)% |
Adjusted OIBDA margin |
|
|
5.4 |
% |
|
|
16.1 |
% |
|
|
(3.4 |
)% |
|
|
1.3 |
% |
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
October 1, |
|
|
September 25, 2025 |
|
|
October 1, |
|
|
September 25, 2025 |
|
||||
Share-based compensation costs included in |
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.3 |
|
|
$ |
0.3 |
|
Share-based compensation costs included in |
|
|
0.4 |
|
|
|
0.2 |
|
|
|
0.9 |
|
|
|
0.9 |
|
Share-based compensation costs included in |
|
|
1.9 |
|
|
|
1.4 |
|
|
|
5.2 |
|
|
|
6.1 |
|
Total share-based compensation costs |
|
$ |
2.4 |
|
|
$ |
1.7 |
|
|
$ |
6.4 |
|
|
$ |
7.3 |
|
Adjusted Net Income (Loss) and Income (Loss) per Share
Adjusted net income (loss) and adjusted net income (loss) per share are not financial measures calculated in accordance with GAAP in the United States. Adjusted net income (loss) and adjusted net income (loss) per share are calculated using reported net (loss) income and net (loss) income per share and exclude workforce and system transformation costs, satellite transition costs, 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 income (loss) and adjusted net income (loss) per share should not be regarded as alternatives to net (loss) income and net (loss) income per share or as indicators of operating performance, nor should they be
7
considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that net (loss) income and net (loss) income per share are the most directly comparable GAAP financial measures. Because not 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) income and net (loss) income per share to adjusted net income (loss) and adjusted net income (loss) per share excluding workforce and system transformation costs, satellite transition costs, 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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
October 1, |
|
|
September 25, 2025 |
|
|
October 1, |
|
|
September 25, 2025 |
|
||||
Net (loss) income as reported |
|
$ |
(17.2 |
) |
|
$ |
1.6 |
|
|
$ |
(55.8 |
) |
|
$ |
(39.9 |
) |
Goodwill impairment |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
Workforce and system transformation costs (1) |
|
|
0.8 |
|
|
|
1.5 |
|
|
|
8.4 |
|
|
|
2.1 |
|
Satellite transition costs (2) |
|
|
0.1 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
Acquisition and integration costs (3) |
|
|
10.3 |
|
|
|
— |
|
|
|
10.6 |
|
|
|
— |
|
Advisor fees related to the Cineworld Proceeding |
|
|
0.2 |
|
|
|
(0.2 |
) |
|
|
0.5 |
|
|
|
1.4 |
|
Loss (gain) on re-measurement of the payable under the tax |
|
|
36.4 |
|
|
|
(3.1 |
) |
|
|
36.1 |
|
|
|
1.6 |
|
Net effect of adjusting items |
|
$ |
48.4 |
|
|
$ |
(1.8 |
) |
|
$ |
56.4 |
|
|
$ |
5.1 |
|
Net income (loss) excluding adjusting items |
|
$ |
31.2 |
|
|
$ |
(0.2 |
) |
|
$ |
0.6 |
|
|
$ |
(34.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding as reported |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
94,051,204 |
|
|
|
94,311,340 |
|
|
|
93,652,200 |
|
|
|
94,354,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted (loss) income per share as reported |
|
$ |
(0.18 |
) |
|
$ |
0.02 |
|
|
$ |
(0.60 |
) |
|
$ |
(0.42 |
) |
Net effect of adjusting items |
|
|
0.51 |
|
|
|
(0.02 |
) |
|
|
0.60 |
|
|
|
0.05 |
|
Diluted income (loss) per share excluding adjusting items |
|
$ |
0.33 |
|
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.37 |
) |
8