The Company | THE COMPANY Description of Business National CineMedia, Inc. (“NCM, Inc.”) was incorporated in Delaware as a holding company with the sole purpose of becoming a member and sole manager of National CineMedia, LLC (“NCM LLC”), a limited liability company owned by NCM, Inc., Regal Cinemas, Inc. and Regal CineMedia Holdings, LLC, wholly owned subsidiaries of Cineworld Group plc and Regal Entertainment Group (“Regal”) and Cinemark Media, Inc. and Cinemark USA, Inc., wholly owned subsidiaries of Cinemark Holdings, Inc. (“Cinemark”). The terms “NCM”, “the Company” or “we” shall, unless the context otherwise requires, be deemed to include the consolidated entity. On July 5, 2018, American Multi-Cinema, Inc. and AMC ShowPlace Theatres, Inc., wholly owned subsidiaries of AMC Entertainment, Inc. (“AMC”), closed on the sale of 100.0% of its remaining NCM LLC membership units to Regal and Cinemark. AMC, Regal, Cinemark and their affiliates are referred to in this document as “founding members”. NCM LLC operates the largest cinema advertising network reaching movie audiences in North America, allowing NCM LLC to sell advertising under long-term exhibitor services agreements (“ESAs”) with the founding members (approximately 18 years remaining as of September 27, 2018 ) and certain third-party theater circuits, referred to in this document as “network affiliates” under long-term network affiliate agreements, which have terms from one to twenty years. As of September 27, 2018 , NCM LLC had 157,593,316 common membership units outstanding, of which 76,932,494 ( 48.8% ) were owned by NCM, Inc., 41,142,178 ( 26.1% ) were owned by Regal, 39,518,644 ( 25.1% ) were owned by Cinemark 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. Basis of Presentation The Company has prepared the unaudited Condensed Consolidated Financial Statements and related notes of NCM, Inc. in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures typically included in an annual report have been condensed or omitted for this quarterly report. The balance sheet as of December 28, 2017 is derived from the audited financial statements of NCM, Inc. Therefore, the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s annual report on Form 10-K filed for the fiscal year ended December 28, 2017 . 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. 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 5— 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. The Company manages its business under one reportable segment of advertising. 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 and income taxes. Actual results could differ from those estimates. Significant Accounting Policies The Company’s annual financial statements included in its Form 10-K filed for the fiscal year ended December 28, 2017 contain a complete discussion of the Company’s significant accounting policies. Following is additional information related to the Company’s accounting policies. Revenue Recognition —The Company derives revenue principally from the advertising business, which includes on-screen and lobby network (LEN) advertising and lobby promotions and advertising on websites and mobile applications owned by NCM LLC and other companies. Revenue is recognized over time as the customer receives the benefits provided by NCM LLC’s advertising services and the Company has the right to payment for performance to date. 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 . Concentration of Credit Risk and Significant Customers —Bad debts are provided for using the allowance for doubtful accounts method based on historical experience and management’s evaluation of outstanding receivables at the end of the period. Receivables are written off when management determines amounts are uncollectible. Trade accounts receivable are uncollateralized and represent a large number of geographically dispersed debtors. The collectability risk with respect to national and regional advertising is reduced by transacting with founding members or large, national advertising agencies that have strong reputations in the advertising industry and clients with stable financial positions. The Company has smaller contracts with thousands of local clients that are not individually significant. As of September 27, 2018 and December 28, 2017 , there were no advertising agency groups or individual customers through which the Company sources national advertising revenue representing more than 10% of the Company’s outstanding gross receivable balance. During the three and nine months ended September 27, 2018 and September 28, 2017 , the Company had no customers that accounted for more than 10% of revenue. Share-Based Compensation —The Company has issued stock options and restricted stock to certain employees and restricted stock units to its independent directors. The Company has not granted stock options since 2012. In 2017 and 2018, the restricted stock grants for Company management vest upon the achievement of Company performance measures and/or service conditions, while non-management grants vest only upon the achievement of service conditions. Compensation expense of restricted stock that vests 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 of restricted stock 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 that is expected to vest and are only paid with respect to shares that actually vest. During the three and nine months ended September 27, 2018 and September 28, 2017 , 21,807 , 20,204 , 997,403 and 1,028,322 shares of restricted stock and restricted stock units vested, respectively. During the three and nine months ended September 27, 2018 , and September 28, 2017 , 0 , 0 , 0 , and 58,450 stock options were exercised at a weighted average exercise price of $0.00 , $0.00 , $ 0.00 and $ 11.04 per share. Consolidation —NCM, Inc. consolidates the accounts of NCM LLC under the provisions of ASC 810, Consolidation (“ASC 810”). 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): Nine Months Ended September 27, September 28, Net income attributable to NCM, Inc. $ 13.5 $ 17.6 NCM LLC equity issued for purchase of intangible asset 7.7 78.8 Income tax and other impacts of subsidiary ownership changes 6.9 6.1 NCM, Inc. investment in NCM LLC — (77.8 ) Issuance of shares — 77.6 Change from net income attributable to NCM, Inc. and transfers from noncontrolling interests $ 28.1 $ 102.3 Recently Adopted Accounting Pronouncements During the first quarter of 2018, the Company adopted Accounting Standards Update 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”) using the modified retrospective transition method. The Company identified the same performance obligations under ASU 2014-9 as compared with deliverables and separate units of account previously identified. ASU 2014-9 impacted the accounting for barter transactions where the Company exchanges advertising time for products and services used principally for selling and marketing activities. The Company historically recognized revenue for these transactions at the estimated fair value of the advertising exchanged based on the fair value received for similar advertising from cash paying customers. In accordance with the new guidance, the Company will recognize revenue for these transactions based upon the fair value of the products and services received, rather than the value of the advertising provided. The modified retrospective transition method allows entities to apply the new revenue standard prospectively and record a cumulative-effect adjustment to the opening balance of retained earnings in the period the new revenue standard is first applied. Upon the adoption of ASU 2014-9 on December 29, 2017, the Company recorded a $0.2 million cumulative-effect adjustment related to the change in accounting for barter transactions on contracts that are not completed as of December 29, 2017 in the unaudited Consolidated Balance Sheet. The Company’s adoption of ASU 2014-9 did not have a material impact on the unaudited Condensed Consolidated Financial Statements. The Company has incorporated additional disclosures in Note 2— Revenue from Contracts with Customers to the unaudited Condensed Consolidated Financial Statements to comply with ASU 2014-9. During the first quarter of 2018, the Company adopted Accounting Standards Update 2016-1, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-1”), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in earnings (rather than reported through other comprehensive income) and updates certain presentation and disclosure requirements. In February 2018, the FASB issued Accounting Standards Update 2018-3, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2018-3”). These amendments clarify the guidance on certain topics referred to in ASU 2016-1. The Company has incorporated changes to the methodology utilized to value the Company’s investments and changes to disclosures in its notes to the unaudited Condensed Consolidated Financial Statements to comply with ASU 2016-1. During the first quarter of 2018, the Company adopted Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) on a retrospective basis. ASU 2016-15 provides guidance on certain cash receipts and cash payments presented and classified in the statement of cash flows. The adoption of ASU 2016-15 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto. During the first quarter of 2018, the Company adopted Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”) on a retrospective basis. ASU 2016-18 requires that the reconciliation of the beginning-of-period and end-of-period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. The Company has adjusted the Condensed Consolidated Statement of Cash Flow for the nine months ended September 28, 2017 to include the restricted cash balance within the aforementioned captions. The adoption of ASU 2016-18 had no other impact on the unaudited Condensed Consolidated Financial Statements or notes thereto. In July 2018, the FASB issued Accounting Standards Update 2018-9, Codification Improvements ("ASU 2018-9”), which makes minor amendments to the codification in order to clarify, correct errors in, eliminate inconsistencies and provide clarifications in current guidance. The ASU amends Subtopics 470-50, Debt-Modifications and Extinguishments and 718-740, Compensation-Stock Compensation-Income Taxes and is effective immediately. The adoption of ASU 2018-9 did not have a material impact on the unaudited Condensed Consolidated Financial Statements or notes thereto. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update 2016-2, Leases (Topic 842) (“ASU 2016-2”). ASU 2016-2 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Under the original standard, a modified retrospective transition approach was required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In July 2018, the FASB issued Accounting Standards Update 2018-11 which allows companies to elect the “Comparatives Under 840” option where only the current period financial statements and related disclosures are presented in accordance with the new standard. The Company is still evaluating which transition approach to apply upon adoption. The Company expects to utilize the following practical expedients: (i) not being required to separate lease and nonlease components when accounting for the lease; and (ii) not accounting for short-term leases under the new standard. The Company is still evaluating whether the adoption of ASU 2016-2 will have a material impact on the unaudited Condensed Consolidated Financial Statements. The Company will adopt the standard and its provisions effective December 28, 2018 and will incorporate additional disclosures in its notes to its unaudited Condensed Consolidated Financial Statements to comply with ASU 2016-2 effective in the first quarter of 2019. The Company has designed and will implement changes to certain processes and internal controls upon the adoption of ASU 2016-2. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted and is to be adopted on a modified retrospective basis. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto. In March 2018, the FASB issued Accounting Standards Update 2018-4, Investments – Debt Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 (“ASU 2018-4”), which amends and supersedes various paragraphs that contain SEC guidance in ASC 320, Investments-Debt Securities and ASC 980, Regulated Operations . The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto. In June 2018, the FASB issued Accounting Standards Update 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which amends Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-7 is effective for fiscal years beginning December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto. In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"), which clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that adopting this guidance will have on the unaudited Condensed Consolidated Financial Statements or notes thereto. In August 2018, the SEC issued a final rule amending certain disclosure requirements deemed by the commission to be redundant, duplicative, overlapping, outdated or superseded. The rule also added requirements to disclose (1) the changes in each caption of stockholders’ equity and non-controlling interests for the current and comparative year-to-date periods, with subtotals for each interim period and (2) the amount of dividends per share for each class of shares. The Company believes that adopting the guidance will result in changes to the presentation of the unaudited Condensed Consolidated Statement of Equity as a quarter to date equity rollforward is now also required for the current and comparable period. The amended disclosure requirements are effective the first quarter beginning after the effective date of the rule. The Company will adopt the rule in the first quarter of 2019. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its unaudited Condensed Consolidated Financial Statements or notes thereto. Change in Accounting Principle and Correction of an Error During the first quarter of 2018, the Company changed its method of accounting for its payable to founding members under the TRA, which requires the Company to pay to the founding members 90% of the expected cash savings of NCM, Inc. from federal, state, and local jurisdictions upon realization of amortization and other deductions specified under the TRA. At inception of the TRA in 2007, the payable was recorded at fair value by discounting the amounts expected to be payable to founding members under the TRA at the Company’s weighted average cost of capital. The Company then remeasured the present value of the payable to founding members under the TRA each subsequent reporting period. As a result of the change in accounting principle, the payable is now stated at the undiscounted amount of all expected future payments under the agreement. The Company believes that the undiscounted presentation is preferable because it is consistent with the predominant accounting method used by other companies with such TRA agreements and is more consistent with the undiscounted approach used for the corresponding deferred tax assets that are subject to the TRA. Accordingly, the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Income, Condensed Statements of Equity (Deficit) and Condensed Consolidated Statement of Cash Flows for the respective prior periods have been recast to reflect retrospective application of the change in accounting principle. Since this change in accounting principle dates back to the Company’s initial public offering ("IPO") in 2007, the Company has recorded the cumulative effect for the change in accounting principle to beginning retained earnings as of December 29, 2016. Additionally, subsequent to the issuance of the Company’s Consolidated Financial Statements for the year ended December 29, 2016 , the Company identified an immaterial non-cash error related to the accounting under ASC 740 for the Company’s payable to founding members under the TRA which was corrected within the Company’s Form 10-K for the period ending December 28, 2017 . As a result of the error, the liability under the TRA (including the historical discount on such payable) and related accounts for the year ended December 29, 2016 were restated from the amount previously reported to reflect the additional amounts that will be payable under the TRA upon settlement of all expected future payments to the founding members. Further, the deferred tax liability recorded at the IPO related to the discounted TRA liability was reversed to reflect all applicable basis differences related to the TRA. The impact of the error on the Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2017 is presented within the tables below and the impact of the error on the Condensed Consolidated Statement of Cash Flows and the Condensed Consolidated Statement of Equity for the nine months ended September 28, 2017 is stated below. The unaudited Condensed Consolidated Financial Statements and corresponding footnotes for the three and nine months ended September 28, 2017 have been restated from the amounts previously reported to reflect the correction of this error as shown within the tables below. The following table presents the effect of the change in accounting principle to the December 29, 2016 beginning retained earnings balance and additional paid in capital (deficit) ("APIC") balance (in millions): Beginning retained earnings (distributions in excess of earnings), as of December 29, 2016 – as previously reported $ (248.3 ) Cumulative effect for change in accounting principle $ 117.6 Beginning retained earnings (distributions in excess of earnings), as of December 29, 2016 – as adjusted $ (130.7 ) Beginning additional paid in capital (deficit), as of December 29, 2016 – as previously reported $ (110.5 ) Cumulative effect for change in accounting principle $ (233.1 ) Beginning additional paid in capital (deficit), as of December 29, 2016 – as adjusted $ (343.6 ) The following table presents the effects of the change in accounting principle to the Condensed Consolidated Balance Sheet (in millions): As of December 28, 2017 As Reported Change in Accounting Principle As Adjusted Long-term deferred tax assets, net of valuation allowance of $98.1 $ 161.0 $ 25.0 $ 186.0 TOTAL ASSETS 1,148.1 25.0 1,173.1 Long-term payable to founding members under tax receivable agreement 114.0 98.6 212.6 Total liabilities 1,149.3 98.6 1,247.9 Additional paid in capital (deficit) 13.8 (246.9 ) (233.1 ) Retained earnings (distributions in excess of earnings) (303.5 ) 173.3 (130.2 ) Total equity/(deficit) (1.2 ) (73.6 ) (74.8 ) TOTAL LIABILITIES AND EQUITY/DEFICIT 1,148.1 25.0 1,173.1 The following tables present the effects of the correction of the prior period error and change in accounting principle to the Condensed Consolidated Statement of Income (in millions, except for per share data): Three Months Ended September 28, 2017 As Reported Correction of an Error As Corrected Change in Accounting Principle As Corrected and Adjusted Accretion of interest on the discounted payable to founding members under tax receivable agreement $ 3.2 $ 1.4 $ 4.6 $ (4.6 ) $ — Total non-operating expenses $ 16.1 $ 1.4 $ 17.5 $ (4.6 ) $ 12.9 INCOME BEFORE INCOME TAXES $ 34.2 $ (1.4 ) $ 32.8 $ 4.6 $ 37.4 Income tax expense $ 2.3 $ 1.0 $ 3.3 $ (2.1 ) $ 1.2 CONSOLIDATED NET INCOME $ 31.9 $ (2.4 ) $ 29.5 $ 6.7 $ 36.2 NET INCOME ATTRIBUTABLE TO NCM, INC. $ 9.4 $ (2.4 ) $ 7.0 $ 6.7 $ 13.7 NET INCOME PER NCM, INC. COMMON SHARE: Basic $ 0.15 $ (0.04 ) $ 0.11 $ 0.10 $ 0.21 Diluted $ 0.15 $ (0.04 ) $ 0.11 $ 0.10 $ 0.21 Nine Months Ended September 28, 2017 As Reported Correction of an Error As Corrected Change in Accounting Principle As Corrected and Adjusted Accretion of interest on the discounted payable to founding members under tax receivable agreement $ 9.5 $ 4.2 $ 13.7 $ (13.7 ) $ — Gain on re-measurement of the payable to founding members under the tax receivable agreement $ — $ (5.6 ) $ (5.6 ) $ 5.0 $ (0.6 ) Total non-operating expenses $ 47.8 $ (1.4 ) $ 46.4 $ (8.7 ) $ 37.7 INCOME BEFORE INCOME TAXES $ 35.9 $ 1.4 $ 37.3 $ 8.7 $ 46.0 Income tax expense (benefit) $ 2.6 $ 3.1 $ 5.7 $ (4.7 ) $ 1.0 CONSOLIDATED NET INCOME $ 33.3 $ (1.7 ) $ 31.6 $ 13.4 $ 45.0 NET INCOME ATTRIBUTABLE TO NCM, INC. $ 5.9 $ (1.7 ) $ 4.2 $ 13.4 $ 17.6 NET INCOME PER NCM, INC. COMMON SHARE: Basic $ 0.10 $ (0.03 ) $ 0.07 $ 0.22 $ 0.29 Diluted $ 0.10 $ (0.03 ) $ 0.07 $ 0.21 $ 0.28 The following table presents the effects of the correction of the prior period error and change in accounting principle to the Condensed Consolidated Statement of Cash Flow (in millions): Nine Months Ended September 28, 2017 As Reported Correction of an Error As Corrected Change in Accounting Principle As Corrected and Adjusted Consolidated net income $ 33.3 $ (1.7 ) $ 31.6 $ 13.4 $ 45.0 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Deferred income tax expense $ 4.1 $ 3.0 $ 7.1 $ (4.6 ) $ 2.5 Accretion of interest on the discounted payable to founding members under tax receivable agreement $ 9.5 $ 4.2 $ 13.7 $ (13.7 ) $ — Non-cash gain on re-measurement of the payable to founding members under tax receivable agreement $ — $ (5.6 ) $ (5.6 ) $ 5.0 $ (0.6 ) Net cash provided by operating activities $ 104.0 $ — $ 104.0 $ — $ 104.0 The correction of the error within the unaudited Condensed Consolidated Statement of Equity resulted in an increase of $1.9 million within the activity and an increase of $99.1 million in the ending balance of the additional paid in capital (deficit) balance for the nine months ended September 28, 2017 . The change in accounting principle resulted in a decrease of $12.0 million within the activity and a decrease of $245.2 million in the ending balance of the additional paid in capital (deficit) balance for the nine months ended September 28, 2017 . These adjustments were within the ‘Income tax and other impacts of NCM LLC ownership changes’ line of the Condensed Consolidated Statements of Equity included herein. The change in accounting principle resulted in a $0.5 million and $4.9 million increase in net income and a $0.01 and $0.06 increase in net income per share for the three and nine months ended September 27, 2018 . |