National CineMedia, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page National CineMedia, Inc. and Subsidiary Report of Deloitte & Touche LLP , Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 65 Consolidated Balance Sheets as of December 29, 2022 and December 30, 2021 67 Consolidated Statements of Operations for the years ended December 29, 2022 and December 30, 2021 68 Consolidated Statements of Equity/(Deficit) for the years ended December 29, 2022 and December 30, 2021 69 Consolidated Statements of Cash Flows for the years ended December 29, 2022 and December 30, 2021 70 Notes to Consolidated Financial Statements 72 64 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of National CineMedia, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of National CineMedia, Inc. and subsidiary (the "Company") as of December 29, 2022 and December 30, 2021, the related consolidated statements of operations, equity/(deficit), and cash flows, for each of the two years in the period ended December 29, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 29, 2022 and December 30, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 29, 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, National CineMedia LLC, the consolidated subsidiary of the Company, filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code on April 11th, 2023 which made its outstanding debt balances immediately due and payable. The Company does not have sufficient available liquidity to repay its outstanding debt balances which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1— Basis of Presentation . The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Bankruptcy Proceedings As discussed in Note 1— Basis of Presentation to the financial statements, National CineMedia LLC, the consolidated subsidiary of the Company, has filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The accompanying financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (1) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (2) as to prepetition liabilities, the settlement amounts for allowed claims, or the status and priority thereof; (3) as to shareholder accounts, the effect of any changes that may be made in the capitalization of the Company; or (4) as to operations, the effect of any changes that may be made in its business. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 65 Income Taxes – Tax Receivable Agreements — Refer to Notes 7 and 9 to the Consolidated Financial Statements Critical Audit Matter Description The Company and the founding members entered into the Tax Receivable Agreement (“TRA”) at the time of the Company’s initial public offering. Under the terms of this agreement, the Company will make cash payments to the founding members in amounts equal to 90% of the Company’s actual tax benefit realized primarily from the tax amortization of the intangible assets described below, which is recorded as a deferred tax asset. For purposes of the TRA, cash savings in income and franchise tax will be computed by comparing the Company’s actual income and franchise tax liability to the amount of such taxes that the Company would have been required to pay had there been no increase in the Company’s proportionate share of tax basis in National CineMedia, LLC’s tangible and intangible assets had the Company not entered into the TRA. The TRA applies to the Company’s taxable years up to and including the 30th anniversary of the IPO. During the fiscal year ended December 29, 2022, the Company paid the founding members $0.0 million for the 2021 tax year. In addition, changes in the deferred tax rate and in the Company’s realization assessment of its deferred tax assets, and therefore changes to future amounts probable to be paid under the TRA led to a re-measurement of the payable, resulting in an increase of $19.2 million during the fiscal year. At December 29, 2022, the Company’s payable to founding members under the TRA liability (“PFML”) was $35.6 million; of which $0.3 million is presented as a component of current liabilities and $35.3 million is presented as a component of non-current liabilities. We identified the computation of adjustments to the PFML as a critical audit matter because of the complex calculations required to arrive at the correct tax basis upon which to calculate the corresponding PFML and deferred tax asset adjustments. This involved complexity in applying the tax law, and calculations of (a) incremental amortizable step-up in tax basis, (b) the iterative impact of the computation of adjustments to the PFML to owners and (c) the overall PFML. The amount of the PFML, as well as the timing of such payments, is dependent upon a number of complex items including: (i) the tax basis in the units of NCM LLC being issued as part of a common unit adjustment or exchanged for common stock of the Company, (ii) the allocation of the tax basis step up to the applicable assets, (iii) the amount and timing of taxable income the Company generates in future periods until the PFML is settled, (iv) the portion of the Company’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis and (v) the amount and timing of tax attribute utilization on a with and without basis in accordance with the TRA. How the Critical Audit Matter Was Addressed in the Audit With the assistance of our income tax specialists, our audit procedures related to the computation of adjustments to the PFML included the following procedures, among others: • We tested the effectiveness of controls over the computation of adjustments to the PFML and deferred tax asset. • We read the individual TRA and Exhibitor Services Agreement to compare the terms in each agreement for consistency with the mathematical model used by management to calculate the adjustments to the PFML and deferred tax asset. • We evaluated management’s computation of adjustments to the year-end balance of the PFML amount by recalculating the PFML at the end of the year, taking into account the various unit exchanges occurring during the year as well as the additions in the PFML for each Common Unit Adjustment. • We analyzed the impact of any taxable income limitations on the PFML. • We prepared our own model to independently recompute the PFML and compare to the recorded balance. • We reconciled realization of tax payments and deductions to the PFML. /s/ Deloitte & Touche LLP Denver, Colorado April 13, 2023 We have served as the Company's auditor since 2006. 66 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In millions, except share and per share data) December 29, 2022 December 30, 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 61.7 $ 101.2 Restricted cash 2.1 — Short-term marketable securities 0.7 0.3 Receivables, net of allowance of $ 1.7 and $ 1.7 , respectively 92.0 53.0 Prepaid expenses and other current assets 7.9 3.9 Total current assets 164.4 158.4 NON-CURRENT ASSETS: Property and equipment, net of accumulated depreciation of $ 54.8 and $ 59.9 , respectively 13.0 21.3 Intangible assets, net of accumulated amortization of $ 270.2 and $ 245.6 , respectively 586.7 606.3 Other investments 0.9 0.8 Long-term marketable securities 0.3 1.0 Debt issuance costs, net 3.3 4.5 Other assets 23.8 25.1 Total non-current assets 628.0 659.0 TOTAL ASSETS $ 792.4 $ 817.4 LIABILITIES AND EQUITY/(DEFICIT) CURRENT LIABILITIES: Amounts due to founding members, net (related party payables of $ 15.2 and $ 11.4 , respectively) $ 18.2 $ 11.8 Payable to founding members under the TRA (related party payables of $ 0.2 and $ 0.0 , respectively) 0.3 — Accrued expenses 17.8 13.4 Accrued payroll and related expenses 8.3 7.9 Accounts payable 25.0 16.3 Deferred revenue 10.2 15.0 Short-term debt, net of debt issuance costs of $ 7.9 and $ 0.0 , respectively 1,121.1 3.2 Other current liabilities 2.2 2.2 Total current liabilities 1,203.1 69.8 NON-CURRENT LIABILITIES: Long-term debt, net of debt issuance costs of $ 0.0 and $ 10.5 , respectively — 1,094.3 Payable to founding members under the TRA (related party payables of $ 25.5 and $ 11.9 , respectively) 35.3 16.4 Other liabilities 18.0 20.4 Total non-current liabilities 53.3 1,131.1 Total liabilities 1,256.4 1,200.9 COMMITMENTS AND CONTINGENCIES (NOTE 13) EQUITY/(DEFICIT): NCM, Inc. Stockholders’ Equity/(Deficit): Preferred stock, $ 0.01 par value; 10,000,000 shares authorized, none issued and outstanding, respectively — — Common stock, $ 0.01 par value; 260,000,000 and 175,000,000 shares authorized, 128,402,636 and 80,626,889 issued and outstanding, respectively 1.3 0.8 Additional paid in capital (deficit) ( 146.2 ) ( 195.5 ) Retained earnings (distributions in excess of earnings) ( 370.4 ) ( 332.0 ) Total NCM, Inc. stockholders’ equity/(deficit) ( 515.3 ) ( 526.7 ) Noncontrolling interests 51.3 143.2 Total equity/(deficit) ( 464.0 ) ( 383.5 ) TOTAL LIABILITIES AND EQUITY/DEFICIT $ 792.4 $ 817.4 Refer to accompanying notes to Consolidated Financial Statements. 67 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share and per share data) Years Ended December 29, 2022 December 30, 2021 Revenue (including revenue from related parties of $ 14.4 and $ 8.8 , respectively) $ 249.2 $ 114.6 OPERATING EXPENSES: Advertising operating costs 27.2 18.4 Network costs 8.4 7.4 Theater access fees and revenue share to founding members (including fees to related parties of $ 59.4 and $ 34.3 , respectively) 82.3 51.1 Selling and marketing costs 42.8 34.7 Administrative and other costs 44.3 36.0 Impairment of long-lived assets 5.8 — Depreciation expense 6.5 10.9 Amortization of intangibles recorded for network theater screen leases 25.0 24.7 Total 242.3 183.2 OPERATING INCOME (LOSS) 6.9 ( 68.6 ) NON-OPERATING EXPENSES: Interest on borrowings 79.7 64.8 (Gain) loss on early retirement of debt, net ( 5.9 ) 1.2 Loss (gain) on re-measurement of the payable to founding members under the TRA 2.2 ( 16.1 ) Gain on sale of asset ( 2.2 ) — Other non-operating income, net ( 0.7 ) ( 0.1 ) Total 73.1 49.8 LOSS BEFORE INCOME TAXES ( 66.2 ) ( 118.4 ) Income tax expense — — CONSOLIDATED NET LOSS ( 66.2 ) ( 118.4 ) Less: Net loss attributable to noncontrolling interests ( 37.5 ) ( 69.7 ) NET LOSS ATTRIBUTABLE TO NCM, INC. ( 28.7 ) ( 48.7 ) COMPREHENSIVE LOSS ATTRIBUTABLE TO NCM, INC. $ ( 28.7 ) $ ( 48.7 ) NET LOSS PER NCM, INC. COMMON SHARE: Basic $ ( 0.35 ) $ ( 0.61 ) Diluted $ ( 0.35 ) $ ( 0.61 ) WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 81,968,007 79,867,332 Diluted 81,968,007 79,867,332 Refer to accompanying notes to Consolidated Financial Statements. 68 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF EQUITY/ (DEFICIT) (In millions, except share and per share data) NCM, Inc. Common Stock Additional Paid in Capital (Deficit) Retained Earnings (Distributions in Excess of Earnings) Noncontrolling Interest Consolidated Shares Amount Balance—December 31, 2020 $ ( 268.6 ) 78,040,818 $ 0.8 $ ( 207.5 ) $ ( 266.4 ) $ 204.5 NCM LLC equity issued for purchase of intangible asset 14.2 — — 6.8 — 7.4 Income tax and other impacts of NCM LLC ownership changes ( 0.3 ) — — 1.7 — ( 2.0 ) Issuance of shares to founding members 6.6 1,390,567 — 6.6 — — NCM, Inc. investment in NCM LLC ( 6.6 ) — — ( 6.6 ) — — Comprehensive loss, net of tax ( 118.4 ) — — — ( 48.7 ) ( 69.7 ) Share-based compensation issued, net of tax ( 1.9 ) 1,195,504 — ( 1.9 ) — — Share-based compensation expense/capitalized 8.4 — — 5.4 — 3.0 Cash dividends declared $ 0.20 per share ( 16.9 ) — — — ( 16.9 ) — Balance—December 30, 2021 $ ( 383.5 ) 80,626,889 $ 0.8 $ ( 195.5 ) $ ( 332.0 ) $ 143.2 Accrued Distributions to founding members ( 4.9 ) — — — — ( 4.9 ) NCM LLC equity issued for purchase of intangible asset 10.4 — — 4.9 — 5.5 Income tax and other impacts of NCM LLC ownership changes ( 17.3 ) — — 39.8 — ( 57.1 ) Issuance of shares to founding members 12.4 46,638,443 0.4 12.0 — — NCM, Inc. investment in NCM LLC ( 12.4 ) — — ( 12.4 ) — — Comprehensive loss, net of tax ( 66.2 ) — — — ( 28.7 ) ( 37.5 ) Share-based compensation issued, net of tax ( 0.1 ) 1,137,304 0.1 ( 0.2 ) — — Share-based compensation expense/capitalized 7.3 — — 5.2 — 2.1 Cash dividends declared $ 0.11 per share ( 9.7 ) — — — ( 9.7 ) — Balance—December 29, 2022 $ ( 464.0 ) 128,402,636 $ 1.3 $ ( 146.2 ) $ ( 370.4 ) $ 51.3 Refer to accompanying notes to Consolidated Financial Statements. 69 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Years Ended December 29, 2022 December 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net loss $ ( 66.2 ) $ ( 118.4 ) Adjustments to reconcile consolidated net loss to net cash used in operating activities: Depreciation expense 6.5 10.9 Amortization of intangibles recorded for network theater screens 25.0 24.7 Non-cash share-based compensation 7.1 8.1 Impairment of long-lived assets 5.8 — Bad-debt expense 1.0 — Amortization of debt issuance costs 8.9 4.1 (Gain) loss on early retirement of debt, net ( 5.9 ) 1.2 Non-cash loss (gain) on re-measurement of the payable to founding members under the TRA 2.2 ( 16.1 ) Gain on sale of asset ( 2.2 ) — Other ( 0.4 ) 0.2 Founding member integration and encumbered theater payments (including payments from related parties of $ 0.0 and $ 0.0 , respectively) 2.8 0.5 Payment to founding members under the TRA — ( 0.9 ) Common membership unit adjustment received — 9.3 Other cash flows from operating activities, net 0.1 — Changes in operating assets and liabilities: Receivables, net ( 40.0 ) ( 36.8 ) Accounts payable and accrued expenses 14.2 2.3 Amounts due to founding members, net 1.0 10.9 Deferred revenue ( 4.8 ) 7.5 Other, net ( 2.4 ) ( 2.7 ) Net cash used in operating activities ( 47.3 ) ( 95.2 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 2.9 ) ( 5.7 ) Proceeds from sale and maturities of marketable securities 0.3 0.3 Proceeds from sale of asset 2.2 — Net cash used in investing activities ( 0.4 ) ( 5.4 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of dividends ( 9.5 ) ( 16.9 ) Issuance of revolving credit facility 50.0 — Issuance of term loans — 50.0 Repayments of term loan facility ( 3.2 ) ( 2.3 ) Repayment Notes due 2028 ( 19.8 ) — Payment of debt issuance costs ( 7.0 ) ( 7.3 ) Repurchase of stock for restricted stock tax withholding ( 0.2 ) ( 2.0 ) Net cash provided by financing activities 10.3 21.5 CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 37.4 ) ( 79.1 ) Cash and cash equivalents at beginning of period 101.2 180.3 Cash, cash equivalents and restricted cash at end of period $ 63.8 $ 101.2 Refer to accompanying notes to Consolidated Financial Statements. 70 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In millions) Years Ended December 29, 2022 December 30, 2021 Supplemental disclosure of non-cash financing and investing activity: Purchase of an intangible asset with NCM LLC equity $ 10.4 $ 14.1 Accrued distributions to founding members (including accrued payments due to related parties of $ 4.9 and $ 0.0 , respectively) $ 4.9 $ — Purchase of subsidiary equity with NCM, Inc. equity $ 12.4 $ — Accrued purchases of property and equipment $ 0.8 $ — Dividends declared not requiring cash in the period $ 0.7 $ 0.9 Supplemental disclosure of cash flow information: Cash paid for interest $ 66.5 $ 58.6 Cash payments (refunds) for income taxes $ 0.1 $ ( 0.1 ) Refer to accompanying notes to Consolidated Financial Statements. 71 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NCM, Inc. was incorporated in Delaware as a holding company formed with the purpose of becoming a member and sole manager of NCM LLC, a limited liability company owned by NCM, Inc. and Cinemark. The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. The Company operates the largest cinema advertising network reaching movie audiences in the U.S., allowing NCM LLC to sell advertising under long-term ESAs with the founding members and certain third-party network affiliates, under long-term network affiliate agreements. The impacts from the COVID-19 Pandemic have had and continue to have an effect on the world and our business. All of the theaters within the Company’s network are open and the release of major motion pictures resumed in the third quarter of 2021. The movie slate for 2022 improved from prior years but continued to be limited by post-production delays and major motion picture release schedule changes. Attendance levels increased from the prior year, but have not met historical levels and were not consistent throughout the year due to timing of major motion picture releases. In-theater advertising revenue for the year ended December 30, 2021 and the year ended December 29, 2022 also remained below historical levels due in part to a lag between the recovery of attendees and advertisers, as well as current macroeconomic factors. On September 17, 2019, NCM LLC entered into the 2019 ESA Amendments. The 2019 ESA Amendments extended the contract life of the ESAs with Cinemark and Regal by four years resulting in a weighted average remaining term of the ESAs with the founding members of approximately 16.8 years as of December 29, 2022. The network affiliate agreements expire at various dates between May 29, 2023 and December 31, 2037. The weighted average remaining term (based on pre-COVID-19 attendance levels) of the ESAs and the network affiliate agreements together is 14.0 years as of December 29, 2022. In December 2022, AMC and Regal each redeemed all of their outstanding membership units, 5,954,646 and 40,683,797 , respectively, in exchange for shares of NCM, Inc. common stock, reducing AMC’s and Regal’s ownership to 0.0 % as of December 29, 2022. NCM, Inc.’s primary source of cash flow from operations is distributions from NCM LLC pursuant to the NCM LLC Operating Agreement. NCM, Inc. also receives management fees pursuant to a management services agreement with NCM LLC in exchange for providing specified management services to NCM LLC. As of December 29, 2022, NCM LLC had 172,093,433 common membership units outstanding, of which 128,402,636 ( 74.6 %) were owned by NCM, Inc., 43,690,797 ( 25.4 %) were owned by Cinemark, 0 ( 0.0 %) were owned by Regal and 0 ( 0.0 %) were owned by AMC. The membership units held by the founding members are exchangeable into NCM, Inc. common stock on a one -for-one basis, at the discretion of the holder. Going Concern —The accompanying audited Consolidated Financial Statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. NCM LLC filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas on April 11, 2023. NCM, Inc. expects to continue to manage NCM LLC, the “debtor in possession”, under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as debtor in possession under the Bankruptcy Code, NCM LLC is authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. As a result of the bankruptcy petition, the realization of NCM LLC’s assets and the satisfaction of liabilities are subject to significant uncertainty. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Given the Chapter 11 Case, NCM LLC’s outstanding debt became immediately due and payable and was reclassified as current within the Company’s audited Consolidated Balance Sheet as of December 29, 2022. Further, a Chapter 11 plan of reorganization for NCM LLC is likely to materially change the amounts and classifications of assets and other liabilities reported in the Company’s audited Consolidated Balance Sheet as of December 29, 2022. As the progress of these plans and transactions is subject to approval of the Bankruptcy Court and therefore not within our control, NCM LLC’s successful reorganization and emergence from bankruptcy cannot be considered probable. As a result, the proceedings do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The audited Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the going concern uncertainty. Basis of Presentation The Company has prepared its Consolidated Financial Statements and related notes of NCM, Inc. in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). 72 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the opinion of management, all adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for all periods presented have been made and all intercompany accounts have been eliminated in consolidation. The Company’s business is seasonal and for this and other reasons operating results for interim periods may not be indicative of the Company’s full year results or future performance. As a result of the various related-party agreements discussed in Note 9— Related Party Transactions , the operating results as presented are not necessarily indicative of the results that might have occurred if all agreements were with non-related third parties. Advertising is the principal business activity of the Company and is the Company’s only operating and reportable segment under the requirements of ASC 280— Segment Reporting. Estimates —The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts receivable, share-based compensation, income taxes, intangible assets and forecasts utilized to evaluate the Company’s ability to continue as a going concern. Actual results could differ from those estimates. Significant Accounting Policies Accounting Period —The Company has a 52-week or 53-week fiscal year ending on the first Thursday after December 25. Fiscal year 2021 contained 52 weeks and 2022 contained 52 weeks. Throughout this document, the fiscal years are referred to as set forth below: Fiscal Year Ended Reference in this Document December 29, 2022 2022 December 30, 2021 2021 Revenue Recognition —The Company derives revenue principally from the sale of advertising to national, regional and local businesses in Noovie® , our cinema advertising and entertainment show seen on movie screens across the U.S., as well as on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells online and mobile advertising, including through Noovie Audience Accelerator, through NCM's digital gaming products including Noovie Trivia, Name That Movie and Noovie Shuffle, which can be played on the mobile apps and through partnerships with certain internet platforms. Further the Company sells advertising in a variety of complementary out of home venues, including restaurants, convenience stores and college campuses. The Company also has a long-term agreement to exhibit the advertising of the founding members’ beverage suppliers. The Company considers the terms of each arrangement to determine the appropriate accounting treatment as more fully discussed in Note 2— Revenue from Contracts with Customers . Operating Costs —The Company classifies its core operating expenses within the following categories on the audited Consolidated Statements of Operations: Advertising operating costs —This balance relates to advertising fulfillment-related operating costs primarily consisting of personnel and other costs, revenue share and per patron based fees due to network affiliates and other sales partners, and to a lesser extent, production costs of non-digital advertising. Network costs —This balance consists of personnel, satellite bandwidth, repairs and other costs of maintaining and operating the digital network as well as preparing advertising and other content for transmission across the digital network. Theater access fees and revenue share to founding members —This balance consists of payments to the founding members in return for the rights to advertise in their theaters comprised of a payment per theater attendee, a payment for post-showtime advertising, a payment per digital screen and a payment per digital cinema projector equipped in the theaters, all of which escalate over time, and revenue share for the Platinum Spot, when sold. Selling and marketing costs —This balance consists primarily of sales personnel costs including sales commissions and selling related expenses such as travel, barter and bad debt expense, marketing expenses including research subscriptions and studies and production costs for internal segments shown within the Noovie® show, lease expense for the Company’s sales offices and costs associated with digital inventory, including revenue shares paid to DOOH and other partners. This balance also includes advertising-related costs incurred promoting the Company's digital products. The Company recognized advertising costs of $ 0.0 million and $ 0.1 million for the years ended December 29, 2022 and December 30, 2021, respectively. These costs are expensed when incurred. Administrative and other costs —This balance consists of personnel costs for the Company’s executives as well as administrative functions including legal, information technology and accounting, lease expense for the Company’s 73 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS headquarters, legal and professional fees, cloud computing costs for the Company’s cinema advertising management system and repairs and maintenance costs. Cash and Cash Equivalents —All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents and are considered available-for-sale securities. There are cash balances in a bank in excess of the federally insured limits or in the form of a money market demand account with a major financial institution. The Company has elected the fair value option for valuing its cash equivalents. The cash equivalents are valued at fair value at each balance sheet date and the change in value from the prior period is recognized within “Other non-operating income, net” on the audited Consolidated Statements of Operations. Restricted Cash — The Company’s restricted cash balance was $ 2.1 million and $ 0.0 million for the years ended December 29, 2022 and December 30, 2021, respectively. The balance as of December 29, 2022 related to fees due to Regal in accordance with the ESA which were held in escrow in conjunction with the Cineworld Proceeding. Marketable Securities —The Company’s marketable securities are classified as available-for-sale and are reported at fair value. The fair value of substantially all securities is determined by quoted market information and pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The estimated fair value of securities for which there are no quoted market prices is based on similar types of securities that are traded in the market. The change in value from the prior period is recognized within “Other non-operating income, net” on the audited Consolidated Statements of Operations. Concentration of Credit Risk and Significant Customers —The risk of credit loss related to the Company's trade receivables and unbilled receivables balances is accounted for through the allowance for doubtful accounts, a contra asset account which reduces the net receivables balance. The allowance for doubtful accounts balance is determined by pooling the Company's receivables with similar risk characteristics, specifically by type of customer (national or local/ regional) and then age of receivable, and applying historical write off percentages to these pools in order to determine the amount of expected credit losses as of the balance sheet date. National receivables are with large advertising agencies with strong reputations in the advertising industry and clients with stable financial positions and good credit ratings, represent larger receivables balances per customer and have significantly lower historical and expected credit loss patterns. Local and regional receivables are with smaller companies sometimes with less credit history and represent smaller receivable balances per customer and higher historical and expected credit loss patterns. The Company has smaller contracts with many local clients that are not individually significant. The Company also considers current economic conditions and trends to determine whether adjustments to historical loss rates are necessary. The Company decreased the expected rate of default related to local and regional customers within the calculation of the allowance for doubtful accounts as of December 29, 2022, as compared to December 30, 2021, given the recovery of the previously identified at-risk small businesses (e.g. restaurants, travel, etc.) from the adverse impact of the COVID-19 Pandemic. The Company also reserves for specific receivable balances that it expects to write off based on known concerns regarding the financial health of the customer. Receivables are written off when management determines amounts are uncollectible. As of December 29, 2022 and December 30, 2021 there was one advertising agency group through which the Company sources national advertising revenue that accounted for 13.0 % and 15.7 %, respectively, of the Company’s outstanding gross receivable balance. During the years ended December 29, 2022 and December 30, 2021, the Company had one customer that accounted for 12.9 % and 11.8 %, respectively, of the Company's revenue. Receivables consisted of the following (in millions): As of December 29, 2022 December 30, 2021 Trade accounts $ 93.1 $ 53.7 Other 0.6 1.0 Less: Allowance for doubtful accounts ( 1.7 ) ( 1.7 ) Total $ 92.0 $ 53.0 Long-lived Assets —Property and equipment is stated at cost, net of accumulated depreciation or amortization. Generally, the equipment associated with the digital network of the founding member theaters is owned by the founding members, while the equipment associated with network affiliate theaters is owned by the Company. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The Company records depreciation using the straight-line method over the following estimated useful lives: Equipment 4-10 years Computer hardware and software 3-5 years Leasehold improvements Lesser of lease term or asset life 74 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Software and website development costs developed or obtained for internal use are accounted for in accordance with ASC 350— Internal Use Software and ASC 350– Website Development Costs . The subtopics require the capitalization of certain costs incurred in developing or obtaining software for internal use. Software costs related primarily to the Company’s cinema advertising management system, digital products, digital network distribution system (DCS), enterprise resource planning system and website development costs, which are included in equipment, and are depreciated over three to ten years . As of December 29, 2022 and December 30, 2021, the Company had a net book value of $ 7.4 million and $ 13.7 million, respectively, of capitalized software and website development costs. Depreciation expense related to software and website development was approximately $ 3.8 million and $ 6.8 million for the years ended December 29, 2022 and December 30, 2021, respectively. The subtopics also require the capitalization of certain implementation costs related to qualifying Cloud Computing Arrangements (“CCAs”) upon adoption of ASU 2018-15— Intangibles - Goodwill and Other - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract as of September 28, 2018. As of December 29, 2022 and December 30, 2021 the Company had a net book value of $ 3.7 million and $ 4.0 million of capitalized implementation costs for CCAs, respectively. These costs primarily relate to the Company's hosted cinema advertising management system which was implemented in January 2021. Depreciation expense related to capitalized implementation costs for CCAs was approximately $ 0.4 million and $ 0.4 million for the years ended December 29, 2022 and December 30, 2021, respectively. These costs are amortized to “Administrative and other costs” within the audited Consolidated Statements of Operations over the life of the hosting arrangement beginning at implementation. For the years ended December 29, 2022 and December 30, 2021, the Company recorded $ 4.6 million and $ 1.7 million in research and development expense, respectively. The Company assesses impairment of long-lived assets pursuant with ASC 360 – Property, Plant and Equipment. This includes determining if certain triggering events have occurred that could affect the value of an asset. The Company recorded losses of $ 5.8 million and $ 0.0 million related to the write-off of certain internally developed software during the years ended December 29, 2022 and December 30, 2021, respectively, which has been included within “Impairment of long-lived assets” within the respective audited Consolidated Statements of Operations. The Company also recorded losses of $ 0.0 million and $ 0.2 million related to the write-off of equipment during the years ended December 29, 2022 and December 30, 2021, respectively, which has been included within “Depreciation expense” within the respective audited Consolidated Statements of Operations given the immaterial nature of the balances. Intangible Assets —Intangible assets consist of contractual rights to provide its services within the theaters of the founding members and network affiliates and are stated at cost, net of accumulated amortization. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with the network affiliate. Intangible assets are tested for impairment whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. In its impairment testing, the Company estimates the fair value of its ESAs or network affiliate agreements by determining the estimated future cash flows associated with the ESAs or network affiliate agreements. If after determining that gross cash flows are insufficient to recover the asset, the estimated fair value is less than the carrying value, the intangible asset is written down to its estimated fair value. Significant judgment is involved in estimating long-term cash flow forecasts. Refer to Note 5— Intangible Assets to the audited Consolidated Financial Statements for discussion of the Company's consideration of the impact of the Cineworld Proceeding within the impairment testing performed over the Company's intangible assets during the year ended December 29, 2022. The Company recorded $ 0.0 million and $ 0.0 million, respectively, in impairment charges related to intangible assets during the years ended December 29, 2022 and December 30, 2021. The Company has elected to capitalize extension costs on its intangible assets and thus capitalized the legal and professional costs incurred in conjunction with the 2019 ESA Amendments. Amounts Due to/from Founding Members —Amounts due to/from founding members include amounts due for the theater access fees and revenue share, offset by a receivable for advertising time purchased by the founding members on behalf of their beverage concessionaire, plus any amounts outstanding under other contractually obligated payments. Payments to or received from the founding members against outstanding balances are made monthly. Available cash distributions are made quarterly contingent upon the Company's compliance with the covenants outlined within the Credit Agreement Second and Third Amendments and in accordance with the NCM LLC Operating Agreement. Income Taxes —Income taxes are accounted for under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of ASC 740 – Income Taxes . The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its deferred income tax assets will not be realized, which will be assessed on an on-going basis. Only the portion of deferred income tax assets deemed more likely than not to be realized are considered within the calculation of the payable to the founding members 75 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS under the TRA which is equal to 90 % of the Company’s actual tax benefit realized from the tax amortization of the basis difference for qualifying deferred income tax assets. Refer to Note 7— Income Taxes to the audited Consolidated Financial Statements for discussion of changes within the Company's valuation allowance on its deferred tax assets during the years ended December 29, 2022 and December 30, 2021. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized. The Company recognizes the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position, the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Debt Issuance Costs —In relation to the issuance of outstanding debt discussed in Note 10— Borrowings , there is a balance of $ 11.2 million and $ 15.0 million in deferred financing costs as of December 29, 2022 and December 30, 2021, respectively. The debt issuance costs are being amortized on a straight-line basis over the terms of the underlying obligations and are included in interest on borrowings, which approximates the effective interest method. Debt issuance costs are written-off in the event that the underlying debt is extinguished through partial or full repayment of the obligation. The changes in debt issuance costs are as follows (in millions): Years Ended December 29, 2022 December 30, 2021 Beginning balance $ 15.0 $ 11.3 Debt issuance costs 5.1 7.8 Amortization of debt issuance costs ( 8.9 ) ( 4.1 ) Ending balance $ 11.2 $ 15.0 Share-Based Compensation —During 2022 and 2021, the Company issued stock options and restricted stock units. Restricted stock units vest upon the achievement of Company two or three -year cumulative performance measures and service conditions or only service conditions. The Company recognizes share-based compensation net of an estimated forfeiture rate. Compensation expense of restricted stock units that vest upon the achievement of Company performance measures is based on management’s financial projections and the probability of achieving the projections, which require considerable judgment. A cumulative adjustment is recorded to share-based compensation expense in periods that management changes its estimate of the number of shares expected to vest. Ultimately, the Company adjusts the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. Dividends are accrued when declared on unvested restricted stock units that are expected to vest and are only paid with respect to shares that actually vest. Compensation cost of stock options is based on the estimated grant date fair value using the Black-Scholes option pricing model, which requires that the Company make estimates of various factors. Under the fair value recognition provisions of ASC 718 Compensation – Stock Compensation, the Company recognizes share-based compensation net of an estimated forfeiture rate, and therefore only recognizes compensation cost for those shares expected to vest over the requisite service period of the award. Refer to Note 11— Share-Based Compensation for more information. Fair Value Measurements —Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 76 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Consolidation —NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810, Consolidation (“ASC 810”). Under Accounting Standards Update 2015-2, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-2”), a limited partnership is a variable interest entity unless a simple majority or lower threshold of all limited partners unrelated to the general partner have kick-out or participating rights. The non-managing members of NCM LLC do not have dissolution rights or removal rights. NCM, Inc. has evaluated the provisions of the NCM LLC membership agreement and has concluded that the various rights of the non-managing members are not substantive participating rights under ASC 810, as they do not limit NCM, Inc.’s ability to make decisions in the ordinary course of business. As such, the Company concluded that NCM LLC is a variable interest entity and determined that NCM, Inc. should consolidate the accounts of NCM LLC pursuant to ASU 2015-2 because 1) it has the power to direct the activities of NCM LLC in its role as managing member and 2) NCM, Inc. has the obligation to absorb losses of, or the right to receive benefits from, NCM LLC that could potentially be significant provided its 74.6 % ownership in NCM LLC. Prior to the prospective adoption of ASU 2015-2 in the first quarter of 2016, the Company reached the same conclusion under previous guidance in ASC 810 to consolidate NCM LLC. The following table presents the changes in NCM, Inc.’s equity resulting from net income attributable to NCM, Inc. and transfers to or from noncontrolling interests (in millions): Years Ended December 29, 2022 December 30, 2021 Net loss attributable to NCM, Inc. $ ( 28.7 ) $ ( 48.7 ) NCM LLC equity issued for purchase of intangible asset 4.9 6.8 Income tax and other impacts of NCM LLC ownership changes 39.8 1.7 NCM, Inc. investment in NCM LLC ( 12.4 ) ( 6.6 ) Issuance of shares to founding members 12.0 6.6 Change from net loss attributable to NCM, Inc. and transfers from noncontrolling interests $ 15.6 $ ( 40.2 ) Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting pronouncements during the year ended December 29, 2022. Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (“ASU 2020-04”), which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. This guidance is effective upon issuance and expires on December 31, 2024. The Company concluded the LIBOR transition did not have a material impact on the Company’s Consolidated Financial Statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its Consolidated Financial Statements or notes thereto. 2. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition The Company derives revenue principally from the sale of advertising to national, regional and local businesses in Noovie® , our cinema advertising and entertainment show seen on movie screens across the U.S., as well as on our LEN, a series of strategically-placed screens located in movie theater lobbies, as well as other forms of advertising and promotions in theater lobbies. In addition, the Company sells online and mobile advertising, including through Noovie Audience Accelerator, through NCM's digital gaming products including Noovie Trivia, Name That Movie and Noovie Shuffle, which can be played on the mobile app and through partnerships with certain internet platforms. Further the Company sells advertising in a variety of complementary out of home venues, including restaurants, convenience stores and college campuses. The Company also has a long-term agreement to exhibit the advertising of the founding members’ beverage suppliers. National and regional advertising, including advertising under the beverage concessionaire and courtesy PSA agreements, are sold on a CPM basis. The Company recognizes national and regional advertising over time as impressions (or theater attendees) are delivered. National advertising is also sold to content partners. The content partners provide the Company 77 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS with original entertainment content segments, typically 90 seconds in length, that are entertaining, informative, or educational in nature in the Noovie show and they make commitments to buy a portion of the Company’s advertising inventory at a specified CPM. The Company recognizes revenue for the content segments ratably over time as the content segments air. Local advertising is sold on a per-screen, per-week basis and to a lesser extent on a CPM basis. The Company recognizes local on-screen advertising revenue over the period in which the advertising airs as dictated by the underlying sales contracts. When sold separately, LEN advertising and lobby promotions are sold based on length and breadth of the promotion. The Company recognizes revenue derived from lobby network and promotions over time when the advertising is displayed in theater lobbies. The Company sells online and mobile advertising on a CPM basis. The Company recognizes revenue from branded entertainment websites and mobile applications over time as the online or mobile impressions are served. Customer contracts often include multiple advertising services to reach the moviegoer at multiple points during a theater experience. The Company considers each of these advertising services to represent distinct performance obligations of the contract and allocates a portion of the transaction price to each service based upon the standalone selling price of the service, when available. When standalone selling prices are not available or not applicable given the nature of the customer, the Company allocates the transaction price based upon all information that is reasonably available and maximizes the use of observable inputs. Methods utilized include the adjusted market and expected cost-plus margin approaches. The Company enters into barter transactions that exchange advertising program time for products and services used principally for selling and marketing activities. The Company records barter transactions at the estimated fair value of the products and services received. Revenue for advertising barter transactions is recognized when advertising is provided, and products and services received are charged to expense when used. Revenue from barter transactions for the years ended December 29, 2022 and December 30, 2021 was $ 0.0 million and $ 0.4 million, respectively. Expense recorded from barter transactions for the years ended December 29, 2022 and December 30, 2021 was $ 0.0 million and $ 0.7 million, respectively. This expense is included within “Selling and marketing costs” on the audited Consolidated Statements of Operations. The Company recognizes revenue as the performance obligation for the advertising services is satisfied. Invoices are generated following the processing of each revenue contract and payment is due from the customer within 30 days of the invoice date. Customers select to pay the invoice in full at the start of a contract or through equal monthly installments over the course of the contract. The Company records deferred revenue when cash payments are received, or invoices are issued, in advance of revenue being earned. Deferred revenue is classified as a current liability as it is expected to be earned within the next twelve months. The Company does not have any contracts with terms in excess of one year that are noncancellable as of December 29, 2022. Agreements with a duration less than one year are not included within this disclosure as the Company elected to use the practical expedient in ASC 606-10-50-14 for those contracts. In addition, the Company’s contracts longer than one year that are cancellable are not included within this disclosure. Disaggregation of Revenue The Company disaggregates revenue based upon the type of customer: national; local and regional; and beverage concessionaire. This method of disaggregation is in alignment with how revenue is reviewed by management and discussed with and historically disclosed to investors. The Company has changed the presentation of revenues in the table below, retrospectively, to have Regional advertising revenue now be included with Local advertising revenue rather than with National advertising revenue as of December 29, 2022. This presentation change did not affect total consolidated revenue. The following table summarizes revenue from contracts with customers for the years ended December 29, 2022 and December 30, 2021 (in millions): Years ended December 29, 2022 December 30, 2021 National advertising revenue $ 187.1 $ 84.2 Local and Regional advertising revenue 43.5 19.3 Founding member advertising revenue from beverage concessionaire agreements 18.6 11.1 Total revenue $ 249.2 $ 114.6 Deferred Revenue and Unbilled Accounts Receivable The Company has changed the classification of the make good provision, retrospectively, to now be included within “Deferred Revenue” on the audited Consolidated Balance Sheet rather than “Accrued Expenses” as of December 29, 2022. Revenue recognized in the year ended December 29, 2022 that was included within the Deferred Revenue balance as of December 30, 2021 was $ 12.3 million. 78 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unbilled accounts receivable is classified as a current asset as it is expected to be billed within the next twelve months. As of December 29, 2022 and December 30, 2021, the Company had $ 5.0 million and $ 4.4 million, respectively, in unbilled accounts receivable, included within the accounts receivable balance. Practical Expedients and Exemptions The Company expenses sales commissions when incurred as the amortization period would have been one year or less. These costs are recorded within “Selling and marketing costs” in the audited Consolidated Statements of Operations. Allowance for Doubtful Accounts The allowance for doubtful accounts balance is determined separately for each pool of the Company's receivables with similar risk characteristics. The Company has determined that two pools, national customers and local/ regional customers, is appropriate. The changes within the allowance for doubtful accounts balances for the years ended December 29, 2022 and December 30, 2021 were as follows (in millions): Years Ended December 29, 2022 December 30, 2021 Allowance for National Customer Receivables Allowance for Local/ Regional Customer Receivables Allowance for National Customer Receivables Allowance for Local/ Regional Customer Receivables Balance at beginning of period $ 0.3 $ 1.4 $ 0.2 $ 2.1 Provision for bad debt 0.2 0.8 0.1 — Write-offs, net of recoveries ( 0.2 ) ( 0.8 ) — ( 0.7 ) Balance at end of period $ 0.3 $ 1.4 $ 0.3 $ 1.4 3. LOSS PER SHARE Basic loss per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of potentially dilutive common stock options, restricted stock and exchangeable NCM LLC common units using the treasury stock method. The components of basic and diluted loss per NCM, Inc. share are as follows: Years Ended December 29, 2022 December 30, 2021 Net loss attributable to NCM, Inc. (in millions) $ ( 28.7 ) $ ( 48.7 ) Weighted average shares outstanding: Basic 81,968,007 79,867,332 Add: Dilutive effect of stock options, restricted stock, and exchangeable NCM LLC common membership units — — Diluted 81,968,007 79,867,332 Loss per NCM, Inc. share: Basic $ ( 0.35 ) $ ( 0.61 ) Diluted $ ( 0.35 ) $ ( 0.61 ) The effect of the 88,801,009 and 85,748,080 weighted average exchangeable NCM LLC common membership units held by the founding members for the years ended December 29, 2022 and December 30, 2021, respectively, was excluded from the calculation of diluted weighted average shares and earnings per NCM, Inc. share as it was antidilutive in these periods. In addition, there were 7,273,378 and 4,646,960 , stock options and non-vested (restricted) shares for the years ended December 29, 2022 and December 30, 2021, respectively, excluded from the calculation as they were antidilutive. The Company’s non-vested (restricted) shares do not meet the definition of a participating security as the dividends will not be paid if the shares do not vest. 79 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. PROPERTY AND EQUIPMENT The following is a summary of property and equipment, at cost less accumulated depreciation (in millions): As of December 29, 2022 December 30, 2021 Equipment, computer hardware and software $ 63.8 $ 76.9 Leasehold improvements 2.9 2.9 Less: Accumulated depreciation ( 54.8 ) ( 59.9 ) Subtotal 11.9 19.9 Construction in progress 1.1 1.4 Total property and equipment $ 13.0 $ 21.3 5. INTANGIBLE ASSETS The Company’s intangible assets consist of contractual rights to provide its services within the theaters of the founding members and network affiliates. The Company records amortization using the straight-line method over the contractual life of the intangibles, corresponding to the term of the ESAs or the term of the contract with the network affiliate. The Company’s intangible assets with the founding members are recorded at the fair market value of NCM, Inc.’s publicly traded stock as of the date on which the common membership units were issued. The NCM LLC common membership units are fully convertible into NCM, Inc.’s common stock. The Company also records intangible assets for upfront fees paid to network affiliates upon commencement of a network affiliate agreement. Pursuant to ASC 350-10— Intangibles—Goodwill and Other, the Company’s intangible assets have a finite useful life and the Company amortizes the assets over the remaining useful life corresponding with the ESAs or the term of the contract with the network affiliate. The Company extended the useful life of the intangible asset for Cinemark and Regal in 2019 following the extension of the ESA term in conjunction with the 2019 ESA Amendments. There was no impact to the Payable to founding members under tax receivable agreement as the useful life of the intangible assets were not deemed to be extended for tax purposes and there were no changes made to the tax receivable agreements. During the third quarter of 2022, Cineworld Group plc, the parent company of Regal, and certain of its subsidiaries, including Regal, Regal Cinemas, Inc., a party to the ESA, and Regal CineMedia Holdings, LLC, a party to other agreements with NCM LLC and NCM, Inc., filed petitions of reorganization under Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas. On October 21, 2022, Regal filed a motion to reject the ESA without specifying an effective date for the rejection and indicated that Regal currently plans on negotiating with the Company regarding the ESA. NCM LLC has also filed a complaint against Regal seeking declaratory relief and an injunction prohibiting Regal from breaching certain exclusivity, non-compete, non-negotiate and confidentiality provisions in the ESA by entering into a new agreement with a third-party or bringing any of the services performed by NCM LLC in-house. On February 1, 2023, Cineworld filed a motion for summary judgment on NCM LLC’s adversary proceeding with a hearing scheduled during the second quarter of 2023. The Company determined that this announced restructuring and subsequent developments constituted a triggering event for the Company’s intangible asset group, including the amount related to Regal, under ASC No. 360, Impairment and Disposal of Long-Lived Assets during the third and fourth quarter of 2022. Management considered possible scenarios in a probability-weighted estimated future undiscounted cash flow analysis, including the potential of further permanent closure of the theaters within the Company's network, renegotiation of the ESA terms and other potential adverse impacts to the Company’s intangible asset group resulting from the Cineworld Proceeding. The estimated future cash flows calculated within the probability-weighted analysis were in excess of the net book value of the Company’s intangible assets and no impairment charge was recorded in the year ended December 29, 2022. Such analysis required management to make estimates and assumptions based on historical data and consideration of future market conditions. While the Company believes that the rights will survive any attempted rejection in the bankruptcy court by Regal, given the uncertainty inherent in any projection, heightened by the possibility of unforeseen additional effects of the Cineworld Proceeding, actual results may differ from the estimates and assumptions used, or conditions may change, which could result in impairment charges in the future. Common Unit Adjustments— In accordance with NCM LLC’s Common Unit Adjustment Agreement with its founding members, on an annual basis NCM LLC determines the amount of common membership units to be issued to or returned by the founding members based on theater additions or dispositions during the previous year. In addition, NCM LLC’s Common Unit Adjustment Agreement requires that a Common Unit Adjustment occur for a specific founding member if its acquisition or disposition of theaters, in a single transaction or cumulatively since the most recent Common Unit Adjustment, results in an attendance increase or decrease in excess of two percent of the annual total attendance at the prior adjustment date. Integration Payments and Other Encumbered Theater Payments— If an existing on-screen advertising agreement with an alternative provider is in place with respect to any acquired theaters, the founding members may elect to receive common 80 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS membership units related to those encumbered theaters in connection with the Common Unit Adjustment. If the founding members make this election, then they are required to make payments on a quarterly basis in arrears in accordance with certain run-out provisions pursuant to the ESAs (“integration payments”). Because the Carmike Cinemas, Inc. (“Carmike”) theaters acquired by AMC are subject to an existing on-screen advertising agreement with an alternative provider, AMC will make integration payments to NCM LLC. The integration payments will continue until the earlier of (i) the date the theaters are transferred to NCM LLC’s network or (ii) the expiration of the ESA. Integration payments are calculated based upon the advertising cash flow that the Company would have generated if it had exclusive access to sell advertising in the theaters with pre-existing advertising agreements. The ESA additionally entitles NCM LLC to payments related to the founding members’ on-screen advertising commitments under their beverage concessionaire agreements for encumbered theaters (“encumbered theater payments”). These payments are also accounted for as a reduction to the intangible asset. If common membership units are issued to a founding member for newly acquired theaters that are subject to an existing on-screen advertising agreement with an alternative provider, the amortization of the intangible asset commences after the existing agreement expires and NCM LLC can utilize the theaters for all of its services. The following is a summary of the Company’s intangible asset’s activity (in millions) during December 29, 2022 and December 30, 2021: As of December 30, 2021 Additions (1) Disposals Amortization Integration and other encumbered theater payments (2) As of December 29, 2022 Gross carrying amount $ 851.9 $ 10.8 $ ( 0.4 ) $ — $ ( 5.4 ) $ 856.9 Accumulated amortization ( 245.6 ) — 0.4 ( 25.0 ) — ( 270.2 ) Total intangible assets, net $ 606.3 $ 10.8 $ — $ ( 25.0 ) $ ( 5.4 ) $ 586.7 As of December 31, 2020 Additions (3) Disposals Amortization Integration and other encumbered theater payments (2) As of December 30, 2021 Gross carrying amount $ 850.8 $ 4.8 $ ( 2.1 ) $ — $ ( 1.6 ) $ 851.9 Accumulated amortization ( 223.0 ) — 2.1 ( 24.7 ) — ( 245.6 ) Total intangible assets, net $ 627.8 $ 4.8 $ — $ ( 24.7 ) $ ( 1.6 ) $ 606.3 (1) During the first quarter of 2022, NCM LLC issued 4,140,896 common membership units, net of 2,342,997 returned common membership units, to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to NCM LLC’s network during the 2021 fiscal year and NCM LLC recorded a net intangible asset of $ 10.4 million during the first quarter of 2022 as a result of the Common Unit Adjustment. Additionally, there were $ 0.4 million of additions related to upfront affiliate payments in 2022. (2) Carmike theaters had pre-existing advertising agreements for some of the theaters it owned prior to their acquisitions by AMC. As a result, AMC will make integration and other encumbered theater payments over the remaining term of those agreements. During the years ended December 29, 2022 and December 30, 2021, NCM LLC recorded a reduction to net intangible assets of $ 5.4 million and $ 1.6 million, respectively, related to integration and other encumbered theater payments due from AMC. During the year ended December 29, 2022 and December 30, 2021, AMC paid a total of $ 2.8 million and $ 0.5 million, respectively, related to integration and other encumbered theater payments. (3) During the first quarter of 2021, the Company issued 3,047,582 common membership units to its founding members for the rights to exclusive access to the theater screens and attendees added, net of dispositions by the founding members to the Company’s network during the 2020 fiscal year and the Company recorded a net intangible asset of $ 4.8 million during the first quarter of 2021 as a result of the Common Unit Adjustment. As of December 29, 2022 and December 30, 2021, the Company’s intangible assets related to the founding members, net of accumulated amortization, was $ 572.4 million and $ 589.6 million, respectively, with weighted average remaining lives of 16.3 years and 17.4 years, respectively. 81 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 29, 2022 and December 30, 2021, the Company’s intangible assets related to the network affiliates, net of accumulated amortization, was $ 14.3 million and $ 16.7 million, respectively, with weighted average remaining lives of 6.1 years and 8.5 years, respectively. The estimated aggregate amortization expense for each of the five succeeding years is as follows (in millions ): Year Amortization 2023 24.8 2024 24.7 2025 24.7 2026 24.7 2027 24.6 6. ACCRUED EXPENSES The following is a summary of the Company’s accrued expenses (in millions): As of December 29, 2022 December 30, 2021 Accrued interest $ 16.3 $ 12.2 Other accrued expenses 1.5 1.2 Total accrued expenses $ 17.8 $ 13.4 7. INCOME TAXES The Company is subject to taxation in the U.S. and various states. The Company’s tax returns for the calendar years 2019 through 2021 remain open to examination by the IRS in their entirety. With respect to state taxing jurisdictions, the Company’s tax returns for calendar years ended 2018 through 2021 are eligible for examination by various state revenue services. Tax Receivable Agreement —On the IPO date, NCM, Inc. and the founding members entered into a TRA. Under the terms of this agreement, NCM, Inc. will make cash payments to the founding members in amounts equal to 90 % of NCM, Inc.’s actual tax benefit realized from the tax amortization of the intangible assets described below. For purposes of the TRA, cash savings in income and franchise tax will be computed by comparing NCM, Inc.’s actual income and franchise tax liability to the amount of such taxes that NCM, Inc. would have been required to pay had there been no increase in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets and had the TRA not been entered into. The TRA applies to NCM, Inc.’s taxable years up to and including the 30t h anniversary date of the offering. For the 2021 tax year, the Company paid the founding members $ 0.0 million in the year ended December 29, 2022. The Company paid the founding members $ 0.9 million in the year ended December 30, 2021 for the 2019 tax year. NCM, Inc. recorded a long-term payable to the founding members related to the TRA. The Company recorded an increase of $ 19.2 million and reduction of $ 16.1 million to the “Payable to founding members under the tax receivable agreement” during the years ended December 29, 2022 and December 30, 2021, respectively. The increase in the year ended December 29, 2022 was primarily due to the increase in NCM, Inc.’s ownership percentage of NCM LLC during the year. The reduction in the year ended December 30, 2021 was primarily related to the Company’s utilization of the Non-TRA net operating losses as of December 30, 2021. The ownership related changes to the “Payable to founding members under the tax receivable agreement” were recorded within “Additional paid in capital, deficit” on the Consolidated Balance Sheet and the non-ownership related changes were recorded within “Non-operating income” within the Consolidated Statements of Operations. 82 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Provision for Income Taxes —A reconciliation of the provision for income taxes as reported and the amount computed by multiplying income before taxes, less noncontrolling interest, by the U.S. federal statutory rate of 21.0 % as of December 29, 2022 and December 30, 2021 was (in millions): Years Ended December 29, 2022 December 30, 2021 Provision calculated at federal statutory income tax rate: Income before income taxes $ ( 13.9 ) $ ( 24.9 ) Less: Noncontrolling interests 7.9 14.6 Income attributable to NCM, Inc. ( 6.0 ) ( 10.3 ) Current year change to enacted federal and state rate 1.1 — State and local income taxes, net of federal benefit ( 1.1 ) ( 1.8 ) Share-based compensation 0.6 1.1 Change in the valuation allowance 3.6 10.3 NCM LLC membership unit issuance to NCM, Inc. 0.1 0.2 Executive compensation 0.5 0.4 Change in effective ownership 1.2 — Total income tax provision $ — $ — Deferred Tax Assets —Significant components of the Company’s deferred tax assets consisted of the following (in millions): Years Ended December 29, 2022 December 30, 2021 Deferred tax assets: Investment in consolidated subsidiary NCM LLC (1) $ 149.7 $ 138.5 Share-based compensation 1.0 1.1 Net operating losses 76.4 74.2 Accrued bonus 0.1 0.2 Business interest expense limitation 18.2 8.3 Other 0.1 1.5 Total gross deferred tax assets 245.5 223.8 Valuation allowance (1) ( 245.5 ) ( 223.8 ) Total deferred tax assets, net of valuation allowance $ — $ — (1) The Company recognized a deferred tax asset in the amount o f $ 149.7 mi llion and $ 138.5 million as of December 29, 2022 and December 30, 2021, respectively, associated with the basis difference in our investment in NCM LLC. The Company evaluated its deferred tax assets as of December 29, 2022 and December 30, 2021 and considered both positive and negative evidence in determining whether it is more likely than not that all or some portion of its deferred tax assets will be realized. The Company generated a three-year cumulative pre-tax book loss during 2021 driven by the impact of the COVID-19 Pandemic on the Company’s operations in 2021 and 2020, the effect of which continued into 2022. Given the associated weight assigned to this item as negative evidence within the Company’s analysis, the Company determined it is more-likely-than-not that the Company will not be able to realize certain of the Company’s deferred tax assets and the Company increased the valuation allowance against certain deferred tax assets. Once the Company returns to a more normal operating level and emerges from a three-year cumulative pre-tax book loss position, part or all the valuation allowance is expected to reverse, resulting in an inverse impact to the payable to founding members under the tax receivable agreement which would increase to reflect future payments to the founding members at that time. Once the valuation allowance is reversed, the payable to founding members under the tax receivable agreement would be increased to reflect expected future payments to the founding members at that time. Carryforwards —As of December 29, 2022, the Company had gross federal net operating loss carryforwards of approximately $ 308.0 million, of which $ 47.0 million will expire between 2034 through 2037 and $ 260.8 million will be 83 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS carried forward indefinitely. As of December 29, 2022, the Company had gross state net operating loss carryforwards of approximately $ 244.7 million, of which $ 167.7 million will expire between 2023 and 2042 and $ 76.9 million will be carried forward indefinitely. As of December 29, 2022, the Company had gross capital loss carryforwards of approximately $ 0 .0 million. As of December 29, 2022, the Company had gross federal and state research and experimentation tax credit carryforwards of approximately $ 1.6 million, which expire at various dates between 2030 and 2038. 8. EQUITY As of December 29, 2022, the Company has authorized capital stock of 260,000,000 shares of common stock, par value of $ 0.01 per share, and 10,000,000 shares of preferred stock, par value of $ 0.01 per share. There were no shares of preferred stock issued or outstanding as of December 29, 2022. There were 128,402,636 shares of common stock issued and outstanding as of December 29, 2022. The holders of NCM, Inc. common stock are entitled to one vote per share on all matters submitted for action by the NCM, Inc. stockholders. Holders of common stock are entitled to share equally, share for share, in declared dividends. The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be used for a variety of corporate purposes, including share-based compensation, future public offerings to raise additional capital, corporate acquisitions and exchange on a one-for-one basis under the founding members’ right to convert their NCM LLC membership units into Company common stock. NCM LLC’s founding members received all proceeds from NCM, Inc.’s IPO and related issuances of debt, except for amounts needed to pay out-of-pocket costs of the financings and other expenses. The ESAs with the founding members were amended and restated in conjunction with the IPO under which NCM LLC became the exclusive provider of advertising services to the founding members for a 30 -year term. In conformity with accounting guidance of the SEC concerning monetary consideration paid to promoters, such as the founding members, in exchange for property conveyed by the promoters, the excess over predecessor cost was treated as a special distribution. Because the founding members had no cost basis in the ESAs, nearly all payments to the founding members with the proceeds of the IPO and related debt, have been accounted for as distributions. The distributions by NCM LLC to the founding members made at the date of the IPO resulted in a consolidated stockholders’ deficit. As a noncontrolling interest cannot be shown as an asset, the founding members’ interest in NCM LLC’s members equity is included in distributions in excess of paid in capital in the accompanying Consolidated Balance Sheets. 9. RELATED PARTY TRANSACTIONS Founding Member Transactions —In connection with NCM, Inc.’s IPO, the Company entered into several agreements to define and regulate the relationships among NCM, Inc., NCM LLC and the founding members which are outlined below. As AMC owns less than 5% of NCM LLC, on an as converted basis, as of December 29, 2022, AMC is not a related party. AMC was also not a related party as of December 30, 2021. AMC remains a party to the ESA, Common Unit Adjustment Agreement, TRA and certain other original agreements, and AMC will continue to participate in the annual Common Unit Adjustment, receive TRA payments, receive theater access fee payments, and make payments under the beverage concessionaire agreements, among other things. Further, AMC’s ownership percentage does not impact future integration payments and other encumbered theater payments owed to NCM LLC by AMC. The material agreements with the founding members are as follows: • ESAs. Under the ESAs, NCM LLC is the exclusive provider within the United States of advertising services in the founding members’ theaters (subject to pre-existing contractual obligations and other limited exceptions for the benefit of the founding members). The advertising services include the use of the DCN equipment required to deliver the on-screen advertising and other content included in the Noovie ® show, use of the LEN and rights to sell and display certain lobby promotions. Further, 30 to 60 seconds of advertising included in the Noovie show is sold to the founding members to satisfy the founding members’ on-screen advertising commitments under their beverage concessionaire agreements. In consideration for access to the founding members’ theaters, theater patrons, the network equipment required to display on-screen and LEN video advertising and the use of theaters for lobby promotions, the founding members receive a monthly theater access fee. In conjunction with the 2019 ESA Amendments, NCM LLC also pays Cinemark and Regal incremental monthly theater access fees and, subject to NCM LLC's use of specified inventory, a revenue share in consideration for NCM LLC's access to certain on-screen advertising inventory after the advertised showtime of a feature film beginning November 1, 2019 and the underlying term of the ESAs were extended until 2041. The ESAs and 2019 ESA Amendments are considered leases with related parties under ASC 842. • Common Unit Adjustment Agreement. The common unit adjustment agreement provides a mechanism for increasing or decreasing the membership units held by the founding members based on the acquisition or 84 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS construction of new theaters or sale of theaters that are operated by each founding member and included in NCM LLC’s network. • Tax Receivable Agreement. The TRA provides for the effective payment by NCM, Inc. to the founding members of 90 % of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM, Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets resulting from the IPO and related transactions. • Software License Agreement. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from the founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and the founding members, if any. Following is a summary of the related party transactions between the Company and the founding members (in millions): Years Ended Included in the Consolidated Statements of Operations: December 29, 2022 December 30, 2021 Revenue: Beverage concessionaire revenue (included in advertising revenue) (1) $ 14.4 $ 8.8 Operating expenses: Theater access fee and revenue share to founding members (2) $ 59.4 $ 34.3 Selling and marketing costs (3) $ 0.1 $ 0.1 Advertising operating costs (3) $ — $ 0.1 (1) For the full years ended December 29, 2022 and December 30, 2021, Regal and Cinemark purchased 60 seconds of on-screen advertising time (all three founding members having a right to purchase up to 90 seconds ) from NCM LLC to satisfy their obligations under their beverage concessionaire agreements at a 30 second equivalent CPM rate specified by the ESA. (2) Comprised of payments per theater attendee, payments per digital screen with respect to the founding member theaters included in the Company’s network, payments for access to higher quality digital cinema equipment and payments to Cinemark and Regal for their portion of the Platinum Spot revenue for the utilization of the theaters post-showtime in accordance with the 2019 ESA Amendments. (3) Includes purchase of movie tickets, concession products, rental of theater space primarily for marketing to NCM LLC’s advertising clients and other payments made to the founding members in the ordinary course of business. As of Included in the Consolidated Balance Sheets: December 29, 2022 December 30, 2021 Common unit adjustments, net of amortization and integration payments (included in intangible assets) (1) $ 312.2 $ 332.4 Current payable to founding members under the TRA (2) $ 0.2 $ — Long-term payable to founding members under the TRA (2) $ 25.5 $ 11.9 (1) Refer to Note 5— Intangible Assets for further information on common unit adjustments and integration payments. This balance includes common unit adjustments issued to Cinemark and Regal. (2) The Company paid Cinemark and Regal $ 0.2 million and $ 0.4 million, respectively, in payments pursuant to the TRA during 2021 which was for the 2019 tax year. At the date of the Company’s IPO, NCM LLC was granted a perpetual, royalty-free license from the founding members to use certain proprietary software that existed at the time for the delivery of digital advertising and other content through the DCN to screens in the U.S. NCM LLC has made improvements to this software since the IPO date and NCM LLC owns those improvements, except for improvements that were developed jointly by NCM LLC and the founding members, if any. Pursuant to the terms of the NCM LLC Operating Agreement in place since the completion of the IPO, NCM LLC is required to make mandatory distributions on a proportionate basis to its members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis in arrears, contingent upon the Company's compliance with the covenants outlined 85 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS within the Credit Agreement Amendment, as amended, defined within Note 10—Borrowings. The portion of positive available cash due to founding members is accrued within the “Amounts due to founding members, net” on the audited Consolidated Balance Sheet. The positive available cash from NCM LLC for the years ended December 29, 2022 and December 30, 2021 were as follows (in millions): Years Ended December 29, 2022 December 30, 2021 Cinemark $ 4.9 $ — NCM, Inc. 14.4 — Total $ 19.3 $ — Due to the adverse impacts of the COVID-19 Pandemic on the Company’s operations, the Company generated negative available cash by NCM LLC to its related party founding members and NCM, Inc. for the nine months ended September 29, 2022 of $ 39.4 million (including negative $ 10.5 million for Cinemark, negative $ 9.3 million for Regal and negative $ 19.6 million for NCM, Inc.) and $ 93.7 million (including negative $ 24.3 million for Cinemark, negative $ 24.2 million for Regal and negative $ 45.2 million for NCM, Inc.) for the year ended December 30, 2021. Under the terms of the NCM LLC Operating Agreement, these negative amounts and the positive amounts above will be netted against each other and future positive available cash distributions after the Extended Covenant Waiver Holiday, contingent upon the Company's compliance with the Credit Agreement Second Amendment and the Credit Agreement Third Amendment defined within Note 10—Borrowings. Amounts due to founding members, net as of December 29, 2022 were comprised of the following (in millions): Cinemark Regal Total Theater access fees and revenue share, net of beverage revenues and other encumbered theater payments $ 11.1 $ 4.1 $ 15.2 Total amounts due to founding members, net $ 11.1 $ 4.1 $ 15.2 Amounts due to founding members, net as of December 30, 2021 were comprised of the following (in millions): Cinemark Regal Total Theater access fees, net of beverage revenues and other encumbered theater payments $ 5.1 $ 6.3 $ 11.4 Total amounts due to founding members, net $ 5.1 $ 6.3 $ 11.4 Common Unit Membership Redemption — The NCM LLC Operating Agreement provides a redemption right of the founding members to exchange common membership units of NCM LLC for shares of the Company’s common stock on a one -for-one basis, or at the Company’s option, a cash payment based on the three -day variable weighted average closing price of NCM, Inc.’s common stock prior to the redemption date. AC JV, LLC Transactions —In December 2013, NCM LLC sold its Fathom Events business to a newly formed limited liability company, AC JV, LLC, owned 32 % by each of the founding members and 4 % by NCM LLC. The Company accounts for its investment in AC JV, LLC under the equity method of accounting in accordance with ASC 323-30, Investments—Equity Method and Joint Ventures (“ASC 323-30”) because AC JV, LLC is a limited liability company with the characteristics of a limited partnership and ASC 323-30 requires the use of equity method accounting unless the Company’s interest is so minor that it would have virtually no influence over partnership operating and financial policies. Although NCM LLC does not have a representative on AC JV, LLC’s Board of Directors or any voting, consent or blocking rights with respect to the governance or operations of AC JV, LLC, the Company concluded that its interest was more than minor under the accounting guidance. NCM LLC’s investment in AC JV, LLC was $ 0.8 million and $ 0.7 million as of December 29, 2022 and December 30, 2021, respectively. NCM LLC received cash distributions from AC JV, LLC of $ 0.4 million and $ 0.0 million, during the years ended December 29, 2022 and December 30, 2021, respectively. NCM LLC recorded equity in earnings for AC JV, LLC of $ 0.4 million and $ 0.0 million during the years ended December 29, 2022 and December 30, 2021, respectively, which are included in “Other non-operating income, net” in the audited Consolidated Statements of Operations. 10. BORROWINGS The commencement of the Chapter 11 Case constituted an event of default and caused the automatic and immediate acceleration of all debt outstanding under or in respect of, NCM LLC’s Credit Agreements and senior notes. However, any efforts to enforce payment obligations under the debt agreements are automatically stayed as a result of the filing of the Chapter 11 Case, and the creditors’ rights of enforcement in respect of the debt agreements are subject to the applicable provisions of 86 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the Bankruptcy Code. Given the Chapter 11 Case, NCM LLC’s outstanding debt became immediately due and payable and was reclassified as current within the Company’s audited Consolidated Balance Sheet as of December 29, 2022. The following table summarizes NCM LLC’s total outstanding debt as of December 29, 2022 and December 30, 2021 and the significant terms of its borrowing arrangements: Outstanding Balance as of Borrowings ($ in millions) December 29, 2022 December 30, 2021 Maturity Date Interest Rate Revolving credit facility 2018 $ 167.0 $ 167.0 June 20, 2023 (1) Revolving credit facility 2022 50.0 — June 20, 2023 (1) Term loans - first tranche 258.5 261.2 June 20, 2025 (1) Term loans - second tranche 49.3 49.8 December 20, 2024 (1) Senior secured notes due 2028 374.2 400.0 April 15, 2028 5.875 % Senior unsecured notes due 2026 230.0 230.0 August 15, 2026 5.750 % Total borrowings 1,129.0 1,108.0 Less: Debt issuance costs and discounts related to term loans and senior notes ( 7.9 ) ( 10.5 ) Total borrowings, net 1,121.1 1,097.5 Less: current portion of debt ( 1,121.1 ) ( 3.2 ) Carrying value of long-term debt $ — $ 1,094.3 (1) The interest rates on the revolving credit facility and term loan are described below. Senior Secured Credit Facility —NCM LLC’s credit agreement, as amended, (the “Credit Agreement”) consists of a term loan facility and a revolving credit facility. As of December 29, 2022, NCM LLC’s senior secured credit facility consisted of a $ 175.0 million revolving credit facility, a $ 258.5 million term loan (first tranche) and a $ 49.3 million term loan (second tranche). The obligations under the senior secured credit facility are secured by a lien on substantially all of the assets of NCM LLC. On March 8, 2021, NCM LLC entered into a second amendment to its Credit Agreement (“Credit Agreement Second Amendment”). Among other things, the Credit Agreement Second Amendment provides for certain modifications to the negative covenants, with respect to NCM LLC’s audited financial statements for the fiscal year ended December 31, 2020, a waiver of the requirement to deliver such financial statements without a “going concern” or like qualification or exception, additional waivers and term changes outlined below and grants security interests in certain assets of NCM LLC and other potential loan parties that are not currently pledged to the lenders. In addition, pursuant to the Credit Agreement Second Amendment, NCM LLC incurred a second tranche of the term loans in an aggregate principal amount of $ 50.0 million, the net proceeds of $ 43.0 million to be used for general corporate purposes. Upon execution of the Credit Agreement Second Amendment, the Company recorded $ 2.3 million as a discount, $ 3.9 million as debt issuance costs and $ 0.8 million within “Loss on modification and retirement of debt, net”. Given the uncertainty of the resolution of the Chapter 11 Case, conditions may change, which could result in impairment of any discounts or debt issuance costs in future periods. On January 5, 2022, NCM LLC entered into the Credit Agreement Third Amendment to its Credit Agreement, dated as of June 20, 2018, among NCM LLC, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as previously amended. Among other things, the Credit Agreement Third Amendment provides for: (i) certain modifications to and extensions to modifications of the affirmative and negative covenants therein; (ii) the suspension of the consolidated net total leverage and consolidated net senior secured leverage financial covenants through the fiscal quarter ending December 29, 2022 and (iii) the consolidated net total leverage ratio and consolidated net senior secured leverage ratio financial covenants to be set to 9.25 to 1.00 and 7.25 to 1.00 , respectively, for the fiscal quarter ending on or about March 30, 2023, 8.50 to 1.00 and 6.50 to 1.00 , respectively, for the fiscal quarter ending on or about June 29, 2023, 8.00 to 1.00 and 6.00 to 1.00 , respectively, for the fiscal quarter ending on or about September 28, 2023, and 6.25 to 1.00 and 4.50 to 1.00 , respectively, for the fiscal quarter ending on or about December 28, 2023 and each fiscal quarter thereafter. The senior secured credit facility contains a number of covenants and financial ratio requirements, including (i) a consolidated net total leverage ratio covenant of 6.25 times for each for each quarterly period and (ii) with respect to the revolving credit facility, maintaining a consolidated net senior secured leverage ratio of equal to or less than 4.50 times on a quarterly basis for each quarterly period in which a balance is outstanding on the revolving credit facility, each of which has been modified by the Credit Agreement Third Amendment. Pursuant to the terms of the Credit Agreement Third Amendment, 87 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NCM LLC is restricted from making available cash distributions until after NCM LLC delivers a compliance certificate for the quarter ending on or about December 28, 2023, and, thereafter, NCM LLC may only make available cash distributions if: (i) no default or event of default under the Credit Agreement has occurred and is continuing; (ii) the consolidated net senior secured leverage ratio is equal to or less than 4.00 to 1.00 ; and (iii) the aggregate principal amount of all outstanding revolving loans under the Credit Agreement is $ 39.0 million or less. As of December 29, 2022, NCM LLC was in compliance with the financial requirements of the Credit Agreement Third Amendment described above. Term Loans — First Tranche —The interest rate on the initial tranche of term loans was originally a rate chosen at NCM LLC’s option of either the LIBOR index plus 4.00 % or the base rate plus 3.00 %. The rate increased from LIBOR index plus 2.75 % or the base rate plus 1.75 %. The interest rate on the term loans as of December 29, 2022 was 8.44 %. The term loans amortize at a rate equal to 1.00 % annually, to be paid in equal quarterly installments. As of December 29, 2022, NCM LLC has paid principal of $ 11.5 million, reducing the outstanding balance to $ 258.5 million. Term Loans — Second Tranche —The interest rate on the second tranche of term loans is the LIBOR index plus 8.00 %. The interest rate on the term loans as of December 29, 2022 was 12.44 %. The term loans amortize at a rate equal to 1.00 % annually, to be paid in equal quarterly installments. As of December 29, 2022, NCM LLC has paid principal of $ 0.7 million, reducing the outstanding balance to $ 49.3 million. Revolving Credit Facility 2018 —The revolving credit facility portion of NCM LLC’s total borrowings is available, subject to certain conditions, for general corporate purposes of NCM LLC in the ordinary course of business and for other transactions permitted under the senior secured credit facility, and a portion is available for letters of credit. As of December 29, 2022, NCM LLC’s total availability under the $ 175.0 million revolving credit facility was $ 7.2 million, net of $ 167.0 million outstanding and $ 0.8 million letters of credit. The unused line fee is 0.50 % per annum which is consistent with the previous facility. Borrowings under the revolving credit facility bear interest at NCM LLC’s option of either the LIBOR index plus an applicable margin ranging from 3.00 % to 3.50 % or the base rate plus an applicable margin ranging from 2.00 % to 2.50 %. The margin changed to the aforementioned range from a fixed margin of LIBOR index plus 2.00 % or the base rate plus 1.00 %. The applicable margin for the revolving credit facility is determined quarterly and is subject to adjustment based upon a consolidated net senior secured leverage ratio for NCM LLC (the ratio of secured funded debt less unrestricted cash and cash equivalents of up to $ 100.0 million, divided by Adjusted EBITDA for debt purposes, defined as NCM LLC's net income before depreciation and amortization expense adjusted to also exclude non-cash share-based compensation costs for NCM LLC plus integration payments received). The revolving credit facility will mature on June 20, 2023. The weighted-average interest rate on the outstanding balance on the revolving credit facility as of December 29, 2022 was 8.03 %. Revolving Credit Facility 2022 —On January 5, 2022, NCM LLC also entered into the Revolving Credit Agreement 2022 among NCM LLC, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Revolving Credit Agreement 2022 provides for revolving loan commitments of $ 50.0 million of secured revolving loans, the entire amount of which was funded on January 5, 2022. The Revolving Credit Agreement 2022 provides for (i) a cash interest rate of term SOFR plus 8.00 %, with a 1.00 % floor, (ii) a maturity date of June 20, 2023 and (iii) a termination premium if NCM LLC terminates the commitments under the Revolving Credit Agreement 2022 at any time before maturity. The Revolving Credit Agreement 2022 also contains covenants, representations and warranties and events of default that are substantially similar to the Credit Agreement. As of December 29, 2022, NCM LLC’s total availability under the $ 50.0 million revolving credit facility was $ 0.0 million. The weighted-average interest rate on the revolving credit facility as of December 29, 2022 was 12.43 % As of December 29, 2022, NCM LLC was in compliance with the financial requirements of the Credit Agreement Third Amendment described above. Senior Unsecured Notes due 2026 —On August 19, 2016, NCM LLC completed a private placement of $ 250.0 million in aggregate principal amount of 5.750 % Senior Unsecured Notes due 2026 (the “Notes due 2026”) for which the registered exchange offering was completed on November 8, 2016. The Notes due 2026 pay interest semi-annually in arrears on February 15 and August 15 of each year, which commenced on February 15, 2017. The Notes due 2026 were issued at 100 % of the face amount thereof and are the senior unsecured obligations of NCM LLC and will be effectively subordinated to all existing and future secured debt, including the Notes due 2028, its senior secured credit facility and any future asset backed loan facility. The Notes due 2026 will rank equally in right of payment with all of NCM LLC’s existing and future senior indebtedness, including the Notes due 2028, NCM LLC’s existing senior secured credit facility, any future asset backed loan facility, in each case, without giving effect to collateral arrangements. The Notes due 2026 will be effectively subordinated to all liabilities of any subsidiaries that NCM LLC may form or acquire in the future, unless those subsidiaries become guarantors of the Notes due 2026. NCM LLC does not currently have any subsidiaries, and the Notes due 2026 will not be guaranteed by any subsidiaries that NCM LLC may form or acquire in the future except in very limited circumstances. NCM LLC may redeem all or any portion of the Notes due 2026, at once or over time, on or after August 15, 2021 at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to August 15, 2019, NCM LLC may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes due 2026 from the net proceeds of certain equity offerings at a redemption price equal to 105.750% of the principal 88 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS amount of the Notes due 2026 redeemed, plus accrued and unpaid interest, if any to the redemption date. Upon the occurrence of a Change of Control (as defined in the indenture), NCM LLC will be required to make an offer to each holder of the Notes due 2026 to repurchase all of such holder’s Notes due 2026 for a cash payment equal to 101.000 % of the aggregate principal amount of the Notes due 2026 repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. The indenture contains covenants that, among other things, restrict NCM LLC’s ability and the ability of its restricted subsidiaries, if any, to: (1) incur additional debt; (2) make distributions or make certain other restricted payments; (3) make investments; (4) incur liens; (5) sell assets or merge with or into other companies; and (6) enter into transactions with affiliates. All of these restrictive covenants are subject to a number of important exceptions and qualifications. In particular, NCM LLC has the ability to distribute all of its quarterly available cash as a restricted payment or as an investment, if it meets a minimum net senior secured leverage ratio. NCM LLC was in compliance with the financial requirements of the Notes due 2026 as of December 29, 2022. Senior Secured Notes due 2028 —On October 8, 2019, NCM LLC completed a private offering of $ 400.0 million aggregate principal amount of 5.875 % Senior Secured Notes due 2028 (the “Notes due 2028”) to eligible purchasers. The Notes due 2028 will mature on April 15, 2028. Interest on the Notes due 2028 accrues at a rate of 5.875 % per annum and is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2020. In the year ended December 29, 2022, NCM, Inc. purchased $ 25.8 million of the Notes due 2028 on the open market, reducing the principal amount owed by NCM LLC to third parties to $ 374.2 million as of December 29, 2022 and resulting in a $ 6.0 million gain on extinguishment of debt in the year ended December 29, 2022. NCM LLC may redeem all or any portion of the Notes due 2028 prior to April 15, 2023, at a redemption price equal to 100 % of the principal amount plus the applicable premium, plus accrued and unpaid interest, if any, to the redemption date. NCM LLC may redeem all or any portion of the Notes due 2028, on or after April 15, 2023, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to April 15, 2023, NCM LLC may on any one or more occasions redeem up to 35 % of the original aggregate principal amount of the Notes due 2028 from the net proceeds of certain equity offerings at a redemption price equal to 105.875 % of the principal amount of the Notes due 2028 redeemed, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 65 % of the original aggregate principal amount of the Notes due 2028 remains outstanding after each such redemption and the redemption occurs within 90 days after the closing of such applicable equity offering. The Indenture contains covenants that, among other things, restrict NCM LLC’s ability and the ability of its restricted subsidiaries, if any, to: (1) incur additional debt; (2) make distributions or make certain other restricted payments; (3) make certain investments; (4) incur certain liens; (5) sell assets or merge with or into other companies; and (6) enter into transactions with affiliates. All of these restrictive covenants are subject to a number of important exceptions and qualifications. In particular, NCM LLC may distribute all of its quarterly available cash as a restricted payment or as an investment, provided that NCM LLC satisfies a minimum net senior secured leverage ratio. As of December 29, 2022, NCM LLC was in compliance with the financial requirements of the Notes due 2028, as described above. Future Maturities of Borrowings – The scheduled annual maturities on the Senior Secured Credit Facility, Notes due 2026 and Notes due 2028 as of December 29, 2022 are as follows (in millions): Year Amount 2023 $ 1,129.0 2024 — 2025 — 2026 — 2027 — Thereafter — Total $ 1,129.0 11. SHARE-BASED COMPENSATION The NCM, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) was approved by NCM, Inc.'s stockholders on April 28, 2020 and approved 7,500,000 shares of common stock available for issuance or delivery under the 2020 Plan and an additional 7,500,000 shares of common stock available for issuance or delivery approved on May 4, 2022. The Company began issuing shares under the 2020 Plan in the second quarter of 2020. The 2020 Plan replaced NCM, Inc.’s 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the 2007 Equity Incentive Plan (the “2007 Plan”). The 2020 Plan also includes 2,388,302 shares related to the number of shares reserved for issuance under the 2016 Plan that remained available for grant as of the effective date of the 2020 Plan and the number of shares subject to awards granted under the 2007 Plan as of the effective date of the 2020 Plan, which can become available for grant again upon expiration, termination, cancellation or forfeiture of the 89 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS original award. As of December 29, 2022, 8,868,249 shares remain available for future grants (assuming 100 % achievement of targets on performance-based restricted stock). The types of awards that may be granted under the 2020 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units or other stock based awards. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2016 Plan and 2020 Plan. Upon vesting of the restricted stock awards or exercise of options, NCM LLC will issue common membership units to the Company equal to the number of shares of the Company’s common stock represented by such awards. Compensation Cost — The Company recognized $ 7.1 million and $ 8.1 million for the years ended December 29, 2022 and December 30, 2021, respectively, of share-based compensation expense within “Network costs”, “Selling and marketing costs” and “Administrative and other costs” in the Consolidated Statements of Operations as shown in the table below (in millions): Years Ended December 29, 2022 December 30, 2021 Share-based compensation costs included in network costs $ 0.7 $ 0.6 Share-based compensation costs included in selling and marketing costs 1.7 1.8 Share-based compensation costs included in administrative and other costs 4.7 5.7 Total share-based compensation costs $ 7.1 $ 8.1 During the years ended December 29, 2022 and December 30, 2021, $ 0.2 million and $ 0.3 million was capitalized, respectively, in a corresponding manner to the capitalization of employee’s salaries for capitalized labor. The income tax benefit recognized in the statements of operations for share-based compensation was approximately $ 0.0 million and $ 0.0 million for the years ended December 29, 2022 and December 30, 2021, respectively. As of December 29, 2022, there was $ 0.8 million unrecognized compensation cost related to unvested options, which will be recognized over a remaining period of 2.2 years. As of December 29, 2022, unrecognized compensation cost related to restricted stock and restricted stock units was approximately $ 5.7 million, which will be recognized over a weighted average remaining period of 1.2 years. Stock Options —The Company granted stock options during 2021 and 2022. Stock options granted in 2021 and a portion of the stock options awarded in 2022 were granted with an exercise price equal to the closing market price of NCM, Inc. common stock on the date the Company’s Board of Directors approved the grant. The remaining portion of stock options awarded in 2022 contained a market condition as the options were granted with an exercise price in excess of the closing market price of NCM, Inc. common stock on the date the Company’s Board of Directors approved the grant. All options have either 10 -year or 15 -year contractual terms. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing valuation model that uses the assumptions noted in the table below. Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted was developed based on historical and peer company data and represents the period of time that options granted are expected to be outstanding. The expected term of the options granted during 2022 were adjusted to include the Company's cost of equity in order to incorporate the impact of the option's market condition and simulate a lattice model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following assumptions were used in the valuation of the options for the year ended December 29, 2022 and December 30, 2021: Years Ended December 29, 2022 December 30, 2021 Expected term (in years) 6.0 6.0 Risk free interest rate 2.6 % 0.9 % Expected volatility 68.1 % 62.9 % Dividend yield 4.8 % 5.1 % A summary of option award activity as of December 29, 2022, and changes during the year then ended are presented below: 90 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 30, 2021 1,645,855 $ 5.96 7.5 $ — Granted 620,930 $ 2.35 — $ — Forfeited ( 1,403 ) $ 13.65 — $ — Expired ( 167,564 ) $ 12.80 — $ — Outstanding as of December 29, 2022 2,097,818 $ 4.34 8.0 $ — Exercisable as of December 29, 2022 1,092,629 $ 5.92 7.1 $ — Vested and expected to vest as of December 29, 2022 2,072,433 $ 4.36 8.0 $ — Restricted Stock and Restricted Stock Units —Under the non-vested stock program, common stock of the Company may be granted at no cost to officers, independent directors and employees, subject to requisite service and/or financial performance targets. As such restrictions lapse, the award vests in that proportion. The participants are entitled to dividend equivalents and to vote their respective shares (in the case of restricted stock), although the sale and transfer of such shares is prohibited and the shares are subject to forfeiture during the restricted period. Additionally, the accrued dividend equivalents are subject to forfeiture during the restricted period should the underlying shares not vest. As of December 29, 2022 and December 30, 2021, accrued dividend equivalents totaled $ 0.8 million and $ 0.7 million, respectively and during the years ended December 29, 2022 and December 30, 2021, the Company paid $ 0.5 million and $ 1.0 million, respectively, for dividend equivalents upon vesting of the restricted stock and restricted stock units. The Company has issued time-based restricted stock and restricted stock units to its employees which generally vest over a two or three -year period with one-half or one-third, respectively, vesting on each anniversary of the date of grant and performance-based restricted stock and restricted stock units which vest following a two or three -year measurement period to the extent that the Company achieves specified non-GAAP targets at the end of the measurement period. Certain other vesting periods have also been used. The Company also grants restricted stock units to its non-employee directors that vest after approximately one year . The grant date fair value of restricted stock and restricted stock units is based on the closing market price of NCM, Inc. common stock on the date of grant. An annual forfeiture rate of 2 - 6 % was estimated to reflect the potential separation of employees. The weighted average grant date fair value of non-vested stock was $ 2.12 and $ 3.82 for the years ended December 29, 2022 and December 30, 2021, respectively. The total fair value of awards that vested during the years ended December 29, 2022 and December 30, 2021 was $ 5.9 million and $ 7.1 million, respectively. A summary of restricted stock award and restricted stock unit activity as of December 29, 2022, and changes during the year then ended are presented below: Number of Restricted Shares and Restricted Stock Units (1) Weighted Average Grant-Date Fair Value Non-vested balance as of December 30, 2021 3,001,105 $ 4.64 Granted 3,659,156 $ 2.12 Vested (2) ( 1,218,349 ) $ 4.80 Forfeited ( 266,352 ) $ 4.97 Non-vested balance as of December 29, 2022 5,175,560 $ 2.80 (1) Includes 729,817 shares of performance-based restricted stock and restricted stock units as of December 29, 2022, including 427,231 shares granted during the year and 11,750 shares forfeited during the year. (2) Includes 96,241 vested shares that were withheld to cover tax obligations and were subsequently canceled. The above table reflects performance-based restricted stock granted at 100 % achievement of performance conditions and as such does not reflect the maximum or minimum number of shares of performance-based restricted stock contingently issuable. As of December 29, 2022, the total number of restricted stock and restricted stock units that are ultimately expected to vest, after consideration of expected forfeitures and current projections of estimated vesting of performance-based restricted stock is 328,418 shares. 12. EMPLOYEE BENEFIT PLANS 91 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company sponsors the NCM 401(k) Profit Sharing Plan (the “Plan”) under Section 401(k) of the Internal Revenue Code of 1986, as amended, for the benefit of substantially all full-time employees. The Plan provides that participants may contribute up to 20 % of their compensation, subject to Internal Revenue Service limitations. Employee contributions are invested in various investment funds based upon election made by the employee. In response to the COVID-19 Pandemic, the Company temporarily suspended its match of a portion of employees 401(k) contributions effective April 2020 through December 29, 2022. 13. COMMITMENTS AND CONTINGENCIES Legal Actions —As discussed more fully in Note 16—Subsequent Events, on April 11, 2023, NCM, LLC filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Chapter 11 Case is being administered under the caption In re: National CineMedia, LLC , Case No. 23-90291. The Company will continue to act as the manager of NCM LLC, the “debtor in possession” under the jurisdiction of the Bankruptcy Court, and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as debtor in possession under the Bankruptcy Code, NCM LLC is authorized to continue to operate as an ongoing business but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to “first day” motions filed with the Bankruptcy Court, the Bankruptcy Court authorized NCM LLC to conduct NCM LLC’s business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing NCM LLC to consensually use cash collateral, pay employee wages and benefits, and pay vendors and suppliers in the ordinary course for all go forward goods and services. NCM LLC will continue to pursue approval of a proposed plan of reorganization, which will incorporate the terms of the Restructuring Support Agreement. NCM LLC’s normal operating cash flows are providing liquidity for the Company to operate as usual and fulfill ongoing commitments to stakeholders. The Company is unable to predict when NCM LLC will emerge from this Chapter 11 process. The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material effect, individually and in aggregate, on its financial position, results of operations or cash flows. Operating Commitments-Facilities —The Company has entered into operating lease agreements for its corporate headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $ 16.9 million and short-term and long-term lease liabilities of $ 2.2 million and $ 18.0 million, respectively, on the balance sheet as of December 29, 2022 for all material leases with terms longer than twelve months. As of December 30, 2021 the Company had ROU assets of $ 18.8 million and short-term and long-term lease liabilities of $ 2.1 million and $ 20.4 million, respectively, for all material leases with terms longer than twelve months. These balances are included within “Other assets”, “Other current liabilities” and “Other liabilities”, respectively, on the audited Consolidated Balance Sheets. The Company has options on certain of these facilities to extend the lease or to terminate part or all of the leased space prior to the lease end date. Certain termination fees would be due upon exercise of the early termination options as outlined within the underlying agreements. None of these options were considered reasonably certain of exercise and thus have not been recognized as part of the ROU assets and lease liabilities. As of December 29, 2022, the Company had a weighted average remaining lease term of 6.7 years on these leases. Given the uncertainty of the resolution of the Chapter 11 Case, conditions may change, which could result in impairment of the Company’s ROU assets in future periods. The Company has also entered into certain short-term leases with a term of less than one year. These leases are not included within the Company’s ROU assets or lease liabilities due to the Company’s election of the practical expedient in ASC 842-20-25-2 for short-term leases. During the twelve months ended December 29, 2022 and December 30, 2021, the Company recognized the following components of total lease cost (in millions). These costs are presented within “Selling and marketing costs” and “Administrative and other costs” within the audited Consolidated Statements of Operations depending upon the nature of the use of the facility. Years ended December 29, 2022 December 30, 2021 Operating lease cost $ 3.4 $ 3.6 Variable lease cost 0.5 0.5 Total lease cost $ 3.9 $ 4.1 92 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company made lease payments for the year ended December 29, 2022 and December 30, 2021 of $ 3.8 million and $ 3.7 million, respectively. These payments are included within cash flows from operating activities within the audited Consolidated Statement of Cash Flows. The minimum lease payments under noncancellable operating leases as of December 29, 2022 were as follows (in millions): Year Minimum Lease Payments 2023 $ 3.8 2024 3.8 2025 3.7 2026 3.6 2027 3.7 Thereafter 7.9 Total 26.5 Less: Imputed interest on future lease payments ( 6.3 ) Total lease liability as of December 29, 2022 per the Consolidated Balance Sheet $ 20.2 When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company used the rate of interest that it would have paid to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. As of December 29, 2022, the Company’s weighted average annual discount rate used to establish the ROU assets and lease liabilities was 7.4 % . Operating Commitments - ESAs and Affiliate Agreements —The Company has entered into long-term ESAs with the founding members and multi-year agreements with certain network affiliates, or third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognizes intangible assets upon issuance of membership units to the founding members in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 5— Intangible Assets . These ESAs and network affiliate agreements are considered leases under ASC 842 once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets was necessary. In consideration for NCM LLC’s access to the founding members’ theater attendees for on-screen advertising and use of lobbies and other space within the founding members’ theaters for the LEN and lobby promotions, the founding members receive a monthly theater access fee under the ESAs. The theater access fee is composed of a fixed payment per patron, a fixed payment per digital screen (connected to the DCN) and a fee for access to higher quality digital cinema equipment. The payment per theater patron increased by 4 % on November 1, 2022 and will increase by 8 % every five years with the next occurrence in 2027. The payment per digital screen and for digital cinema equipment increases annually by 5 %. The theater access fee paid in the aggregate to all founding members cannot be less than 12 % of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment. As of December 29, 2022 and December 30, 2021, the Company had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum. Following the 2019 ESA Amendments, Cinemark and Regal receive an additional monthly theater access fee beginning November 1, 2019 in consideration for NCM LLC’s access to certain on-screen advertising inventory after the advertised showtime of a feature film. These fees are also based upon a fixed payment per patron of (i) $ 0.0375 per patron beginning on November 1, 2020, (ii) $ 0.05 per patron beginning on November 1, 2021, (iii) $ 0.052 per patron beginning on November 1, 2022 and (iv) increase 8 % every five years beginning November 1, 2027. Additionally, following the 2019 ESA Amendments, beginning on November 1, 2019, NCM LLC is entitled to display the Platinum Spot, an additional single unit that is either 30 or 60 seconds of the Noovie® show in the trailer position directly prior to the one or two trailers preceding the feature film. In consideration for the utilization of the theaters for the Platinum Spots, Cinemark and Regal are entitled to receive 25 % of all revenue generated for the actual display of Platinum Spots in their applicable theaters, subject to a specified minimum. If NCM LLC runs advertising in more than one concurrent advertisers’ Platinum Spot for any portion of the network over a period of time, then NCM LLC will be required to satisfy a minimum average CPM for that period of time. The Company does not owe the founding members any theater access fees or any Platinum Spot revenue share when the theaters are not displaying the 93 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company's show or when the Company does not have access to the theaters. As such, the Company did not incur fees for the period of time the founding members' theaters were temporarily closed due to the COVID-19 Pandemic and future fees will be reduced if attendance remains lower than historical levels. The digital screen fee is calculated based upon average screens in use during each month. No digital screen fees were incurred for the period of time the founding member's theaters were temporarily closed due to the COVID-19 Pandemic and were reduced for months where screens were in use for only part of the month. The network affiliates compensation is considered variable lease expense and varies by circuit depending upon the agreed upon terms of the network affiliate agreement. The majority of agreements are centered around a revenue share where an agreed upon percentage of the advertising revenue received from a theater’s attendance is paid to the circuit. As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if such amount paid under the revenue share arrangement is less than its guaranteed amount. As of December 29, 2022, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $ 141.7 million over the remaining terms of the network affiliate agreements. These minimum guarantees relate to various affiliate agreements ranging in term from one to fifteen years, prior to any renewal periods of which some are at the option of the Company. During the year ended December 29, 2022 and December 30, 2021 the Company paid $ 0.0 million and $ 0.2 million, respectively, related to these minimum guarantees. As of December 29, 2022 and December 30, 2021, the Company had $ 0.4 million and $ 0.4 million in liabilities recorded within “Accounts payable” in the Consolidated Balance Sheet for these obligations, as such guarantees are less than the expected share of revenue paid to the affiliate. As the guaranteed minimums are based upon agreed upon minimum attendance or affiliate revenue levels, the Company did not incur minimum revenue share fees during the period of time the respective affiliate's theaters were temporarily closed due to the COVID-19 Pandemic and will not for the remaining duration an affiliate's theater attendance or revenue levels are low as the minimum levels must first be met by the affiliate. 14. FAIR VALUE MEASUREMENTS Non-Recurring Measurements — Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. These assets include long-lived assets, intangible assets, cost and equity method investments and borrowings. Long-Lived Assets, Intangible Assets and Other Investments —As described in Note 1— Basis of Presentation and Summary of Significant Accounting Policies , the Company regularly reviews long-lived assets (primarily property, plant and equipment), intangible assets, investments accounted for under the cost or equity method and notes receivable for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value. Other investments consisted of the following (in millions): As of December 29, 2022 December 30, 2021 Investment in AC JV, LLC (1) $ 0.8 $ 0.7 Other investments (2) 0.1 0.1 Total $ 0.9 $ 0.8 (1) Refer to Note 9— Related Party Transactions . (2) The Company received equity securities in privately held companies as consideration for a portion of advertising contracts. The equity securities were accounted for under the cost method and represent an ownership of less than 20 %. The Company does not exert significant influence on these companies’ operating or financial activities. During the years ended December 29, 2022 and December 30, 2021, the Company recorded impairment charges of $ 0.1 million and $ 0.0 million, respectively, on certain of its investments due to new information regarding the fair value of the investee, which brought the total remaining value of the respective impaired investments to $ 0.1 million as of December 29, 2022. As of December 29, 2022, no other observable price changes or impairments have been recorded as a result of the Company’s qualitative assessment of identified events or changes in the circumstances of the remaining investments. The investment in AC JV was initially valued using comparative market multiples. The other investments were recorded based upon the fair value of the services provided in exchange for the investment. Refer to Note 1— Basis of Presentation and Summary of Significant Accounting Policies for more details. As the inputs to the determination of fair value are based upon non-identical assets and use significant unobservable inputs, they have been classified as Level 3 in the fair value hierarchy. 94 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Borrowings —The estimated fair values of the Company’s financial instruments where carrying values do not approximate fair value are as follows (in millions): As of December 29, 2022 As of December 30, 2021 Carrying Value Fair Value (1) Carrying Value Fair Value (1) Revolving credit facilities $ 217.0 $ 58.0 $ 167.0 $ 167.0 Term Loans - first tranche $ 258.5 $ 65.8 $ 261.2 $ 236.4 Term Loans - second tranche $ 49.3 $ 13.1 $ 49.8 $ 48.1 Senior Notes due 2028 $ 374.2 $ 91.7 $ 400.0 $ 357.0 Senior Notes due 2026 $ 230.0 $ 6.9 $ 230.0 $ 179.4 (1) The Company has estimated the fair value on an average of at least two non-binding broker quotes and the Company’s analysis. If the Company were to measure the borrowings in the above table at fair value on the balance sheet they would be classified as Level 2. Recurring Measurements —All current assets and liabilities are estimated to approximate their fair value due to the short-term nature of these balances. The fair values of the Company’s assets and liabilities measured on a recurring basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures are as follows (in millions): Fair Value Measurements at Reporting Date Using Fair Value As of December 29, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ASSETS: Cash equivalents (1) $ 0.8 $ 0.8 $ — $ — Short-term marketable securities (2) 0.7 — 0.7 — Long-term marketable securities (2) 0.3 — 0.3 — Total assets $ 1.8 $ 0.8 $ 1.0 $ — Fair Value Measurements at Reporting Date Using Fair Value As of December 30, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) ASSETS: Cash equivalents (1) $ 37.1 $ 37.1 $ — $ — Short-term marketable securities (2) 0.3 — 0.3 — Long-term marketable securities (2) 1.0 — 1.0 — Total assets $ 38.4 $ 37.1 $ 1.3 $ — (1) Cash Equivalents —The Company’s cash equivalents are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts. (2) Short-Term and Long-Term Marketable Securities —The carrying amount and fair value of the marketable securities are equivalent since the Company accounts for these instruments at fair value. The Company’s government agency bonds, commercial paper and certificates of deposit are valued using third-party broker quotes. The value of the Company’s government agency bonds and municipal bonds are derived from quoted market information. The inputs in the valuation are classified as Level 1 if there is an active market for these securities; however, if an active market does not exist, the inputs are recorded at a lower level in the fair value hierarchy. The value of commercial paper and certificates of deposit is derived from pricing models using inputs based upon market information, including contractual terms, market prices and yield curves. The inputs to the valuation pricing models are observable in the market, and as such are generally classified as Level 2 in the fair value hierarchy. Original cost of short term marketable securities is based on the specific identification method. 95 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 29, 2022, there was $ 0.2 million of available-for-sale debt securities in unrealized loss positions without an allowance for credit losses. The Company has not recorded an allowance for credit losses for the marketable securities balance as of December 29, 2022 given the immaterial difference between the amortized cost basis and the aggregate fair value of the Company's securities. The amortized cost basis, aggregate fair value and maturities of the marketable securities the Company held as of December 29, 2022 and December 30, 2021 are as follows: As of December 29, 2022 Amortized Cost Basis (in millions) Aggregate Fair Value (in millions) Maturities (1) (in years) MARKETABLE SECURITIES: Short-term certificates of deposit $ 0.7 $ 0.7 1.0 Total short-term marketable securities 0.7 0.7 Long-term certificates of deposit 0.3 0.3 1.3 Total long-term marketable securities 0.3 0.3 Total marketable securities $ 1.0 $ 1.0 As of December 30, 2021 Amortized Cost Basis (in millions) Aggregate Fair Value (in millions) Maturities (1) (in years) MARKETABLE SECURITIES: Short-term certificates of deposit $ 0.3 $ 0.3 0.9 Total short-term marketable securities 0.3 0.3 Long-term certificates of deposit 1.0 1.0 2.0 Total long-term marketable securities 1.0 1.0 Total marketable securities $ 1.3 $ 1.3 (1) Maturities — Securities available for sale include obligations with various contractual maturity dates some of which are greater than one year. The Company considers the securities to be liquid and convertible to cash within 30 days. 15. VALUATION ACCOUNT The Company’s valuation allowance on deferred tax assets for the years ended December 29, 2022 and December 30, 2021 was as follows (in millions): Years Ended December 29, 2022 December 30, 2021 VALUATION ALLOWANCE ON DEFERRED TAX ASSETS: Balance at beginning of period $ 223.8 $ 212.0 Valuation allowance added (1) 21.7 11.8 Valuation allowance reversed — — Balance at end of period $ 245.5 $ 223.8 (1) The increase within the valuation allowance during the years ended December 29, 2022 and December 30, 2021 relate to its deferred tax assets which the Company determined it is more-likely-than-not it will not be able to realize before they expire. 16. SUBSEQUENT EVENTS Credit Agreement Amendment — Subsequent to year-end, on January 17, 2023, NCM LLC entered into (i) Credit Agreement Amendment Fourth Amendment to its Credit Agreement, dated as of June 20, 2018, among NCM LLC, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as previously amended and (ii) Revolving Credit Agreement Amendment. The Credit Agreement 96 NATIONAL CINEMEDIA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amendment Fourth Amendment and Revolving Credit Agreement Amendment provide for the addback of specified professional fees paid by NCM LLC during the period of January 6, 2023 through the date NCM LLC delivers a compliance certificate for the quarter ending on or about December 28, 2023, when calculating the sum of unrestricted cash on hand at NCM LLC and revolving credit facility availability under the Credit Agreement and Revolving Credit Agreement required to be maintained under each respective agreement. On March 31, 2023, NCM LLC as the Borrower, entered into Amendment No. 5 (the “Fifth Credit Agreement Amendment”) to its Credit Agreement, dated as of June 20, 2018, among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as previously amended (the “Credit Agreement”). The Fifth Credit Agreement Amendment extends the grace period available for certain payments under the Credit Agreement for nine business days. Indenture Amendment — On February 15, 2023, NCM LLC elected to enter into a 30-day grace period for the interest payment in the amount of $ 6.6 million under the Senior Notes due 2026 under the indenture governing the Senior Notes due 2026. The Company and NCM LLC are actively engaged in negotiations with certain of NCM LLC’s secured lenders regarding NCM LLC’s indebtedness. On March 15, 2023, NCM LLC entered into a First Supplemental Indenture to the Indenture, dated as of August 19, 2016 (the “Indenture”) relating to NCM LLC’s 5.75% Senior Notes due 2026 with Computershare Trust Company, N.A., as Trustee. The First Supplemental Indenture was approved by holders of the Senior Notes due 2026 holding at least a majority of the aggregate principal amount of the Senior Notes due 2026. The First Supplemental Indenture amends Section 6.01(a) of the Indenture by extending the grace period for payment of interest due on the Senior Notes due 2026 from 30 days to 47 days. On March 31, 2023, NCM LLC entered into a Second Supplemental Indenture to the Indenture, relating to NCM LLC’s 5.75% Senior Notes due 2026 with Computershare Trust Company, N.A., as Trustee. The Second Supplemental Indenture was approved by holders of the Senior Notes due 2026 holding at least a majority of the aggregate principal amount of the Senior Notes due 2026. The Second Supplemental Indenture amends Section 6.01(a) of the Indenture by extending the grace period for payment of interest due on the Senior Notes due 2026 from 47 days to 57 days. Redemptions — On February 23, 2023 and March 23, 2023, Cinemark redeemed 41,969,862 and 1,720,935 , respectively, of their outstanding common membership units, in exchange for shares of NCM, Inc. common stock. These redemptions reduced Cinemark’s ownership interest to 0.0 % as of March 23, 2023. This redemption will cause the “Payable to founding members under the TRA” to increase by approximately $15.0 million. This is driven primarily by the increase in NCM, Inc.’s ownership in NCM LLC increasing and the corresponding increase in NCM, Inc.’s percentage of NCM LLC’s deferred tax liabilities. Bankruptcy Petition — On April 11, 2023, NCM LLC filed a voluntary petition for reorganization with a prearranged Chapter 11 plan under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The Chapter 11 Case is being administered under the caption In re: National CineMedia, LLC , Case No. 23-90291. Operation and Implications of the Bankruptcy Filing NCM, Inc. expects to continue to manage NCM LLC, the debtor in possession, under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The debtor in possession intends to continue to operate businesses in the ordinary course during the pendency of the Chapter 11 Case. In general, as debtor in possession, under the Bankruptcy Code, NCM LLC is authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to “first day” motions filed with the Bankruptcy Court, the Bankruptcy Court authorized NCM LLC to conduct business activities in the ordinary course and, among other things and subject to the terms and conditions of such orders, authorized certain employees at NCM, Inc. to continue providing day-to-day management services to NCM LLC and NCM LLC to pay employee wages and benefits and vendors and suppliers in the ordinary course for all goods and services going forward. Ongoing Negotiations on Proposed Plan of Reorganization NCM LLC will continue to pursue approval of a plan of reorganization, which will incorporate the terms of the Restructuring Support Agreement. Confirmation of a plan of reorganization could materially alter the classifications and amounts reported in our consolidated financial statements. The financial statements as of and for the year ended December 29, 2022, do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization or other arrangement or the effect of any operational changes that may be implemented. 97 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.