2 unchanged sentences
Our common stock, $0.01 par value, is traded on The Nasdaq Global Market under the symbol “NCMI”.
−Removed: There were 194 stockholders of record as of March 1, 2021 (does not include beneficial holders of shares held in “street name”).
+Added: There were 196 stockholders of record as of February 24, 2022 (does not include beneficial holders of shares held in “street name”).
Dividend Policy
We intend to distribute substantially all of our free cash flow (distributions from NCM LLC less income taxes and payments under the tax receivable agreement with the founding members) in the form of dividends to our stockholders.
−Removed: The declaration, payment, timing and amount of any future dividends payable will be at the sole discretion of our Board of Directors who will take into account general economic and advertising market business conditions, our financial condition, our available cash, our current and anticipated cash needs, including opportunities to reinvest in our business and any other factors that the Board of Directors considers relevant which includes short-term and long-term impacts to the Company related to the COVID-19 pandemic and restrictions under the NCM LLC Credit Agreement.
+Added: The declaration, payment, timing and amount of any future dividends payable will be at the sole discretion of our Board of Directors who will take into account general economic and advertising market business conditions, our financial condition, our available cash, our current and anticipated cash needs, including opportunities to reinvest in our business and any other factors that the Board of Directors considers relevant which includes short-term and long-term impacts to the Company related to the COVID-19 Pandemic and restrictions under the NCM LLC Credit Agreement and the New Revolving Credit Agreement.
The Company intends to pay a regular quarterly dividend for the foreseeable future at the discretion of the Board of Directors consistent with the Company’s intention to distribute substantially all its free cash flow to stockholders through its quarterly dividend.
1 unchanged sentence
For tax purposes, our dividends paid in 2020 and 2021 were treated as non-dividend distributions to stockholders.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: NCM, Inc.’s Amended and Restated Certificate of Incorporation and the Third Amended and Restated Limited Liability Company Operating Agreement, as amended, of NCM LLC provide a redemption right to the NCM LLC members to exchange common membership units of NCM LLC for shares of NCM, Inc.’s common stock on a one-for-one basis, or at NCM, Inc.’s option, a cash payment equal to the market price of one share of NCM, Inc.’s common stock.
−Removed: There were no redemptions in 2020.
Issuer Purchases of Equity Securities
7 unchanged sentences
Purchased under
−Removed: September 25, 2020 through October 22, 2020 — $ — — N/A
−Removed: October 23, 2020 through November 26, 2020 1,679 $ 2.04 — N/A
−Removed: November 27, 2020 through December 31, 2020 — $ — — N/A
−Removed: Selected Financial Data
−Removed: Selected Historical Financial and Operating Data
−Removed: The following table sets forth our historical selected financial and operating data for the periods indicated.
−Removed: The selected financial and operating data should be read in conjunction with the other information contained in this document, including “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the audited historical Consolidated Financial Statements and the notes thereto included elsewhere in this document, and historical audited Consolidated Financial Statements, which have not been included in this document.
−Removed: The results of operations data for the years ended December 31, 2020 and December 26, 2019 and the balance sheet data as of December 31, 2020 and December 26, 2019 are derived from the audited Consolidated Financial Statements of NCM, Inc.
−Removed: included elsewhere in this document.
−Removed: The results of operations data for the years ended December 27, 2018, December 28, 2017 and December 29, 2016 and the balance sheet data as of December 27, 2018, December 28, 2017 and December 29, 2016 are derived from the audited Consolidated Financial Statements of NCM, Inc.
−Removed: that are not included in this document.
−Removed: Results of Operations Data Years Ended
−Removed: ($ in millions, except per share data) Dec.
−Removed: Revenue $ 90.4 $ 444.8 $ 441.4 $ 426.1 $ 447.6
−Removed: OPERATING EXPENSES:
−Removed: Advertising operating costs 10.3 38.3 37.4 32.4 30.0
−Removed: Network costs 8.6 13.5 13.3 15.8 17.1
−Removed: Theater access fees and revenue share—founding members 24.6 82.7 81.7 76.5 75.1
−Removed: Selling and marketing costs 37.6 64.9 66.5 72.0 72.8
−Removed: Administrative and other costs 30.9 43.8 48.3 37.9 43.8
−Removed: Impairment of long-lived assets 1.7 — — — —
−Removed: Depreciation expense 13.1 13.6 12.6 11.0 8.8
−Removed: Amortization expense — — 27.3 26.6 27.0
−Removed: Amortization of intangibles recorded for network theater screen leases 24.6 26.7 — — —
−Removed: Total 151.4 283.5 287.1 272.2 274.6
−Removed: OPERATING (LOSS) INCOME (61.0) 161.3 154.3 153.9 173.0
−Removed: NON-OPERATING (INCOME) EXPENSE (96.9) 62.2 50.6 (140.9) 64.1
−Removed: INCOME BEFORE INCOME TAXES 35.9 99.1 103.7 294.8 108.9
−Removed: Provision for income taxes
−Removed: 162.2 12.4 23.5 180.3 14.4
−Removed: CONSOLIDATED NET (LOSS) INCOME (126.3) 86.7 80.2 114.5 94.5
−Removed: Net (loss) income attributable to noncontrolling
−Removed: interests (60.9) 50.6 50.4 56.2 61.6
−Removed: NET (LOSS) INCOME ATTRIBUTABLE TO NCM, Inc.
−Removed: $ (65.4) $ 36.1 $ 29.8 $ 58.3 $ 32.9
−Removed: (LOSS) EARNINGS PER NCM, INC.
−Removed: COMMON SHARE:
−Removed: Basic $ (0.84) $ 0.47 $ 0.39 $ 0.89 $ 0.55
−Removed: Diluted $ (0.84) $ 0.46 $ 0.37 $ 0.48 $ 0.54
−Removed: Balance Sheet Data (in millions) Dec.
−Removed: Cash, cash equivalents and marketable securities (1)
−Removed: $ 181.8 $ 80.9 $ 75.6 $ 59.5 $ 68.7
−Removed: Receivables, net $ 16.2 $ 170.8 $ 149.9 $ 160.6 $ 160.5
−Removed: Property and equipment, net $ 27.5 $ 33.2 $ 33.6 $ 30.7 $ 29.6
−Removed: Total assets $ 886.2 $ 1,130.0 $ 1,141.8 $ 1,173.1 $ 1,215.5
−Removed: Borrowings, gross $ 1,060.3 $ 935.6 $ 931.4 $ 932.0 $ 935.0
−Removed: Payable to founding members under tax receivable
−Removed: agreement $ 33.5 $ 198.0 $ 211.1 $ 232.2 $ 419.1
−Removed: Equity/(deficit) $ (268.6) $ (121.2) $ (89.2) $ (74.8) $ (232.2)
−Removed: Total liabilities and equity $ 886.2 $ 1,130.0 $ 1,141.8 $ 1,173.1 $ 1,215.5
−Removed: Other Financial and Operating Data Years Ended
−Removed: (in millions, except cash dividend declared per common share and screen data) Dec.
−Removed: Adjusted OIBDA (2)
−Removed: $ (19.4) $ 207.5 $ 205.4 $ 205.1 $ 230.7
−Removed: Adjusted OIBDA margin (2)
−Removed: (21.5) % 46.7 % 46.5 % 48.1 % 51.5 %
−Removed: Capital expenditures $ 11.2 $ 15.3 $ 15.4 $ 12.3 $ 13.3
−Removed: Cash dividend declared per common share $ 0.40 $ 0.68 $ 0.68 $ 0.88 $ 0.88
−Removed: Founding member screens at period end (3) (6)
−Removed: 16,515 16,880 16,768 16,808 17,022
−Removed: Total screens at period end (4) (6)
−Removed: 20,450 21,208 21,172 20,850 20,548
−Removed: Total attendance for period (5) (6)
−Removed: 138.2 651.4 705.1 655.8 688.8
−Removed: Notes to the Selected Historical Financial and Operating Data
−Removed: (1) Includes short-term and long-term marketable securities.
−Removed: (2) Adjusted OIBDA and Adjusted OIBDA margin are not financial measures calculated in accordance with GAAP in the United States.
−Removed: Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation costs, early lease termination expense, Chief Executive Officer transition costs and impairments of long-lived assets.
−Removed: Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue.
−Removed: Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation.
−Removed: 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.
−Removed: 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, amounts of amortization of intangibles recorded for network theater screen leases, non-cash share-based compensation programs, CEO turnover, early lease termination expense, impairments of long-lived assets, interest rates, debt levels or income tax rates.
−Removed: 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 the Company’s business.
−Removed: In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s amortization of intangibles recorded for network theater screen leases, share-based payment costs, costs associated with the resignation of the Company’s former Chief Executive Officers, early lease termination expense, or impairments of long-lived assets.
−Removed: Adjusted OIBDA should not be regarded as an alternative to operating income, net income 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.
−Removed: The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA.
−Removed: 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 the Company’s debt agreement.
−Removed: Adjusted OIBDA does not reflect integration and other encumbered theater payments as they are recorded as a reduction to intangible assets.
−Removed: Integration payments and other encumbered theater payments received are added to Adjusted OIBDA to determine our compliance with financial covenants under our senior secured credit facility and included in available cash distributions to NCM LLC’s founding members.
−Removed: During the years ended December 31, 2020, December 26, 2019, December 27, 2018, December 28, 2017 and December 29, 2016, the Company recorded integration and other encumbered theater payments of $1.4 million, $22.3 million, $21.4 million, $20.9 million and $2.6 million, respectively, from NCM LLC’s founding members.
−Removed: (3) Represents the total number of screens within NCM LLC’s advertising network operated by NCM LLC’s founding members.
−Removed: (4) Represents the total screens within NCM LLC’s advertising network.
−Removed: (5) Represents the total attendance within NCM LLC’s advertising network as provided by our founding members and affiliate partners.
−Removed: (6) Excludes screens and attendance associated with certain AMC Rave, AMC Carmike Cinemas, Inc.
−Removed: (“Carmike”) and Cinemark Rave theaters for certain periods presented.
−Removed: Refer to Note 5 to the audited Consolidated Financial Statements included elsewhere in this document.
−Removed: The following table reconciles operating income to Adjusted OIBDA for the periods presented (dollars in millions):
−Removed: Operating (loss) income $ (61.0) $ 161.3 $ 154.3 $ 153.9 $ 173.0
−Removed: Depreciation expense 13.1 13.6 12.6 11.0 8.8
−Removed: Amortization expense (1)
−Removed: — — 27.3 26.6 27.0
−Removed: Amortization of intangibles recorded for network theater screen leases (1)
−Removed: 24.6 26.7 — — —
−Removed: Share-based compensation costs (2)
−Removed: 2.2 5.5 7.8 11.2 18.3
−Removed: CEO transition costs — 0.4 3.4 0.6 3.6
−Removed: Early lease termination expense (3)
−Removed: Impairment of long-lived assets (4)
−Removed: Adjusted OIBDA $ (19.4) $ 207.5 $ 205.4 $ 205.1 $ 230.7
−Removed: Total revenue $ 90.4 $ 444.8 $ 441.4 $ 426.1 $ 447.6
−Removed: Adjusted OIBDA margin (21.5) % 46.7 % 46.5 % 48.1 % 51.5 %
−Removed: (1) Following the adoption of ASC 842, as discussed within Note 1 to the audited Consolidated Financial Statements included elsewhere in this document, amortization of the ESA and affiliate intangible balances is considered a form of lease expense and has been reclassified to this account as of the adoption date, December 28, 2018.
−Removed: The Company adopted ASC 842 prospectively and thus, prior period balances remain within amortization expense.
−Removed: (2) Share-based payments costs are included in network operations, selling and marketing and administrative expense in the accompanying audited Consolidated Financial Statements.
−Removed: (3) Early lease termination expense represents an expense recorded upon the early termination of the lease of our corporate headquarters because the early termination payment made by the Company was reimbursed by the landlord of the new building.
−Removed: (4) The impairment of long-lived assets primarily relates to the write-off of certain internally developed software.
+Added: October 1, 2021 through October 28, 2021 — $ — — N/A
+Added: October 29, 2021 through December 2, 2021 40,128 $ 3.18 — N/A
+Added: December 3, 2021 through December 30, 2021 — $ — — N/A
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.