National CineMedia, Inc.

Previous wording

We present multiple formats of The Noovie Show depending on the theater circuit in which it runs, which may include Post-Showtime advertising inventory after the advertised showtime. As of June 26, 2025, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 96.4% of our network. All other NCM network theater circuits, which make up the remaining 3.6% of our network, present The Noovie Show, without Post-Showtime advertising inventory. The movie trailers presented by the theater circuits that run before the feature film are not part of The Noovie Show.

Current wording

We present multiple formats of The Noovie Show depending on the theater circuit in which it runs, which may include Post-Showtime advertising inventory after the advertised showtime. As of September 25, 2025, theaters presenting The Noovie Show format with Post-Showtime Inventory made up approximately 96.4% of our network. The movie trailers presented by the theater circuits that run before the feature film are not part of The Noovie Show.

Previous wording

We also sell advertising on our lobby network (“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, we sell data and digital advertising through the NCMx™ suite of products and through our Noovie digital properties. We also sell advertising across a variety of complementary out of home venues. In combination, our multimedia advertising connects brands with audiences across all screens, both in theaters and beyond, before, during and after their moviegoing experience. As of June 26, 2025, 7.4 million moviegoers have downloaded our mobile apps. These downloads and the acquisition of second- and third-party data have resulted in approximately 1.4 billion data sets as of June 26, 2025. We have long-term ESAs (approximately 16.2 weighted average years remaining) and multi-year agreements with our network affiliates, which expire at various dates between January 2026 and July 2033. The weighted average remaining term of the ESAs and the network affiliate agreements is 12.4 years as of June 26, 2025. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie Show and LEN programming are distributed predominantly via satellite through our proprietary digital content network (“DCN”).

Current wording

We also sell advertising on our lobby network (“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, we sell data and digital advertising through the NCMx™ suite of products and through our Noovie digital properties. We also sell advertising across a variety of complementary out of home venues. In combination, our multimedia advertising connects brands with audiences across all screens, both in theaters and beyond, before, during and after their moviegoing experience. As of September 25, 2025, 7.4 million moviegoers have downloaded our mobile apps. These downloads and the acquisition of second- and third-party data have resulted in approximately 1.5 billion data sets as of September 25, 2025. We have long-term ESAs (approximately 15.9 weighted average years remaining) and multi-year agreements with our network affiliates, which expire at various dates between January 2026 and July 2033. The weighted average remaining term of the ESAs and the network affiliate agreements is 12.1 years as of September 25, 2025. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. Our Noovie Show and LEN programming are distributed predominantly via satellite through our proprietary digital content network (“DCN”).

Previous wording

On April 17, 2025, the Company and AMC, entered into the Second Amended and Restated Exhibitor Services Agreement (the “2025 AMC Agreement”) and a separate termination agreement (the “AMC Termination Agreement”) by and among NCM LLC, the Company and AMC. The 2025 AMC Agreement extends the term of the ESA by five years and more closely aligns the program distributed by NCM LLC in AMC theaters to the predominant pre-feature program show structure in the rest of NCM LLC's advertising network and adjusts the consideration paid by NCM LLC. The AMC Termination Agreement waives AMC’s rights under certain agreements entered into at the time of the IPO. The agreements were accounted for in accordance with the lease modification guidance within ASC 842—Leases as the amended ESA contains a short-term operating lease of AMC’s screens. The agreements were considered combined as they were entered into contemporaneously by the same parties. As a result of the agreements, in the quarter ended June 26, 2025, NCM LLC released $21.6 million of the 'Payable under the TRA' and reversed the receivable of $10.6 million from AMC related to unpaid integration payments and the receivable under the Common Unit Adjustment Agreement within 'Prepaid expenses and other assets' on the Company's unaudited Condensed Consolidated Balance Sheet. NCM will no longer have an obligation to make TRA payments to AMC, provide common units as a part of the Common Unit Adjustment Agreement or distribute NCM LLC's available cash to AMC and the Company received the benefits of the revised ESA, including enhancements related to the pre-feature show structure and NCM's exclusive rights to advertise in AMC's theaters. The net impact of these reversals was recorded to the 'Intangible Assets, net of amortization' as AMC's forfeiture of this net payable was considered akin to a lease incentive. The reduction in the intangible asset for the ESAs will result in reduced amortization expense, as it is considered akin to lease expense, for the remainder of the contract term. Refer to Note 4—Intangible Assets, Note 7—Income Taxes, and Note 8—Commitments and Contingenciesand the Company’s Form 8-K filed with the SEC on April 23, 2025 for additional detail surrounding these agreements.

Current wording

On April 17, 2025, the Company and AMC, entered into the Second Amended and Restated Exhibitor Services Agreement (the “2025 AMC Agreement”) and a separate termination agreement (the “AMC Termination Agreement”) by and among NCM LLC, NCM, Inc. and AMC. The 2025 AMC Agreement extends the term of the ESA by five years and more closely aligns the program distributed by NCM LLC in AMC theaters to the predominant pre-feature program show structure in the rest of NCM LLC's advertising network and adjusts the consideration paid by NCM LLC. The AMC Termination Agreement waives AMC’s rights under certain agreements entered into at the time of the IPO. The agreements were accounted for in accordance with the lease modification guidance within ASC 842—Leases as the amended ESA contains a short-term operating lease of AMC’s screens. The agreements were considered combined as they were entered into contemporaneously by the same parties. As a result of the agreements, in the quarter ended June 26, 2025, NCM LLC released $21.6 million of the 'Payable under the TRA' and reversed the receivable of $10.6 million from AMC, related to unpaid integration payments, and the receivable under the Common Unit Adjustment Agreement within 'Prepaid expenses and other assets' on the Company's unaudited Condensed Consolidated Balance Sheet. NCM will no longer have an obligation to make TRA payments to AMC, provide common units as a part of the Common Unit Adjustment Agreement or distribute NCM LLC's available cash to AMC and the Company received the benefits of the revised ESA, including enhancements related to the pre-feature show structure and NCM's exclusive right to advertise in AMC's theaters. The net impact of these reversals was recorded to the 'Intangible Assets, net of amortization' as AMC's forfeiture of this net payable was considered akin to a lease incentive. The reduction in the intangible asset for the ESAs and the extension of the term of the ESA will result in reduced amortization expense, as it is considered akin to lease expense, for the remainder of the contract term. Refer to Note 4—Intangible Assets, Note 7—Income Taxes, and Note 8—Commitments and Contingenciesand the Company’s Form 8-K filed with the SEC on April 23, 2025 for additional detail surrounding these agreements.

Previous wording

On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender (the “2025 Credit Facility”). The agreement provides for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding and terminated all commitments under its Revolving Credit Facility 2023, and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. The 2025 Credit Facility is expected to result in a meaningful reduction of the Company’s overall interest expense, extends the maturity date to 2028 and is a cash flow-based revolving loan compared to the asset-based revolving loan of the Revolving Credit Facility 2023. As of June 26, 2025, NCM LLC has not made any borrowings under the 2025 Credit Facility. Borrowings under the 2025 Credit Facility may be used for, among other things, working capital and other general corporate purposes of the Company and bear interest at a floating rate equal to term SOFR (subject to a floor of zero) plus an applicable margin of 2.00%, which is subject to increase by an additional 2.00% upon the occurrence of an event of default.

Current wording

On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender (the “2025 Credit Facility”). The agreement provides for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding and terminated all commitments under its Revolving Credit Facility 2023, and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. The 2025 Credit Facility is expected to result in a meaningful reduction of the Company’s overall interest expense, extends the maturity date to 2028 and is a cash flow-based revolving loan compared to the asset-based revolving loan of the Revolving Credit Facility 2023. As of September 25, 2025, NCM LLC has no outstanding borrowings under the 2025 Credit Facility. Borrowings under the 2025 Credit Facility may be used for, among other things, working capital and other general corporate purposes of the Company and bear interest at a floating rate equal to term SOFR (subject to a floor of zero) plus an applicable margin of 2.00%, which is subject to increase by an additional 2.00% upon the occurrence of an event of default.

Previous wording

On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $100.0 million of shares of the Company’s Common Stock, exclusive of any fees, commissions or other expenses related to such repurchases, from time to time over a period of three years. Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. During the three and six months ended June 26, 2025 and June 27, 2024, 1.8 million, 1.9 million, 3.3 million and 1.9 million shares were repurchased on the open market. In accordance with Accounting Standards Codification (“ASC”) 505 —Equity, these shares were retired and any excess over par value paid was recorded as a reduction to retained earnings of $9.9 million, $9.3 million, $18.8 million and $9.5 million for the three and six months ended June 26, 2025 and June 27, 2024. As of June 26, 2025, 5.8 million shares have been repurchased on the open market since the program's inception.

Current wording

On March 18, 2024, the Board of Directors of the Company approved a stock repurchase program under which the Company is authorized to use assets of the Company to repurchase up to $100.0 million of shares of the Company’s Common Stock, exclusive of any fees, commissions or other expenses related to such repurchases, from time to time over a period of three years. Shares may be repurchased under the program through open market purchases, block trades, or accelerated or other structured share repurchase programs. There were 0.0 million, 0.3 million, 3.3 million and 2.2 million shares repurchased on the open market during the three and nine months ended September 25, 2025 and September 26, 2024, respectively. In accordance with Accounting Standards Codification (“ASC”) 505 —Equity, these shares were retired and any excess over par value paid was recorded as a reduction to retained earnings of $0.0 million, $1.9 million, $18.8 million and $11.3 million for the three and nine months ended September 25, 2025 and September 26, 2024. As of September 25, 2025, 5.8 million shares have been repurchased on the open market since the program's inception.

Previous wording

On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming NCM LLC’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, modified, or supplemented form time to time, the “Plan”) and approving the Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”) on a final basis. Following confirmation of the Plan on August 7, 2023 (the “Effective Date’), all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions (as defined in the “Plan”) were substantially consummated and NCM LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units under the NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “NCM LLC Operating Agreement”) were canceled and extinguished, NCM, Inc. received NCM LLC common units and transferred the NCM Capital Contribution (as defined in the Plan) of approximately $15.5 million to NCM LLC, NCM LLC assumed certain unexpired Executory Contracts and Unexpired Leases (each, as defined in the Plan), including AMC’s and Cinemark’s ESAs, NCM LLC transferred $8.8 million of cash to a professional fees escrow account and $15.0 million to an unsecured creditor settlements escrow account for the General Unsecured Claim Pool (as defined in the Plan). NCM LLC commenced distributions to creditors, including the issuance of shares of NCM, Inc. common stock to holders of Secured Debt Claims (as defined in the Plan) and NCM LLC entered into an Exit Facility (as defined in the Plan and also referred to as the "Revolving Credit Facility 2023") to support operations upon emergence. As a result of the Plan, all historical debt of NCM LLC was discharged and NCM LLC recorded a gain on bankruptcy of $916.4 million for the year ended December 26, 2024.

Current wording

On June 27, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming NCM LLC’s Modified First Amended Plan of Reorganization of National CineMedia, LLC Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 428] (as may be amended, modified, or supplemented form time to time, the “Plan”) and approving the Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization of National CineMedia, LLC [Docket No. 250] (the “Disclosure Statement”) on a final basis. Following confirmation of the Plan on August 7, 2023 (the “Effective Date’), all the conditions to effectiveness of the Plan were satisfied or waived, the Restructuring Transactions (as defined in the “Plan”) were substantially consummated and NCM LLC emerged from bankruptcy. Among other things, on the Effective Date, in accordance with the Plan, all common units under NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “NCM LLC Operating Agreement”) were canceled and extinguished, NCM, Inc. received NCM LLC common units and transferred the NCM Capital Contribution (as defined in the Plan) of approximately $15.5 million to NCM LLC, NCM LLC assumed certain unexpired Executory Contracts and Unexpired Leases (each, as defined in the Plan), including AMC’s and Cinemark’s ESAs, NCM LLC transferred $8.8 million of cash to a professional fees escrow account and $15.0 million to an unsecured creditor settlements escrow account for the General Unsecured Claim Pool (as defined in the Plan). NCM LLC commenced distributions to creditors, including the issuance of shares of NCM, Inc. common stock to holders of Secured Debt Claims (as defined in the Plan) and NCM LLC entered into an Exit Facility (as defined in the Plan and also referred to as the "Revolving Credit Facility 2023") to support operations upon emergence. As a result of the Plan, all historical debt of NCM LLC was discharged and NCM LLC recorded a gain on bankruptcy of $916.4 million for the year ended December 26, 2024.

Previous wording

Adjusted OIBDA and Adjusted OIBDA margin are financial measures that are not calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude non-cash share-based compensation costs, workforce reorganization costs, system optimization costs, satellite transitions costs and advisor fees related to involvement in Regal’s Chapter 11 case (the “Cineworld Proceeding”) and the Chapter 11 Case. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, helps improve their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, non-cash share-based compensation programs, workforce reorganization costs, system optimization costs, satellite transition costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s share-based payment costs, workforce reorganization costs, system optimization costs, satellite transition costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should it be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA, and operating margin is the most directly comparable GAAP financial measure to Adjusted AOIBDA margin. Because not all companies use identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies or calculations in the Company’s debt agreement.

Current wording

Adjusted OIBDA and Adjusted OIBDA margin are financial measures that are not calculated in accordance with GAAP in the United States. Adjusted OIBDA represents operating income before depreciation and amortization expense adjusted to also exclude non-cash share-based compensation costs, workforce reorganization costs, system optimization costs, satellite transition costs and advisor fees related to involvement in Regal’s Chapter 11 case (the “Cineworld Proceeding”) and the Chapter 11 Case. Adjusted OIBDA margin is calculated by dividing Adjusted OIBDA by total revenue. Our management uses these non-GAAP financial measures to evaluate operating performance, to forecast future results and as a basis for compensation. The Company believes these are important supplemental measures of operating performance because they eliminate items that have less bearing on its operating performance and highlight trends in its core business that may not otherwise be apparent when relying solely on GAAP financial measures. The Company believes the presentation of these measures is relevant and useful for investors because it enables them to view performance in a manner similar to the method used by the Company’s management, improves their ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies that may have different depreciation and amortization policies, non-cash share-based compensation programs, workforce reorganization costs, system optimization costs, satellite transition costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case, interest rates, debt levels or income tax rates. A limitation of these measures, however, is that they exclude depreciation and amortization, which represent a proxy for the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s share-based payment costs, workforce reorganization costs, system optimization costs, satellite transition costs and advisor fees related to involvement in the Cineworld Proceeding and Chapter 11 Case. Adjusted OIBDA should not be regarded as an alternative to operating income, net income or as indicators of operating performance, nor should it be considered in isolation of, or as substitutes for financial measures prepared in accordance with GAAP. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA, and operating margin is the most directly comparable GAAP financial measure to Adjusted AOIBDA margin. Because not all companies use identical calculations, these non-GAAP presentations may not be comparable to other similarly titled measures of other companies or calculations in the Company’s debt agreement.

Previous wording

System optimization costs represent costs incurred related to a one-time assessment of the technology surrounding the Company's programmatic offerings beginning in the third quarter of 2024.

Current wording

System optimization costs represent costs incurred related to a one-time assessment of the technology surrounding the Company's programmatic offerings beginning in the third quarter of 2024 and an assessment of operating efficiencies beginning in the third quarter of 2025.

Previous wording

Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld Proceeding and Chapter 11 Case and related appeals, as well as insurance and retention related expenses.

Current wording

Advisor and legal fees and expenses incurred in connection with the Company’s involvement in the Cineworld Proceeding and Chapter 11 Case and related appeals, as well as insurance and retention related expenses. Actual expenses related to the first six months of 2025 were ultimately less than management's accrued estimate, resulting in a negative adjustment in the third quarter of 2025.

Previous wording

The results of operations data for the three months ended June 26, 2025 (second quarter of 2025) and June 27, 2024 (second quarter of 2024) were derived from the unaudited Condensed Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the accompanying notes.

Current wording

The results of operations data for the three months ended September 25, 2025 (third quarter of 2025) and September 26, 2024 (third quarter of 2024) were derived from the unaudited Condensed Consolidated Financial Statements and accounting records of NCM, Inc. and should be read in conjunction with the accompanying notes.

Previous wording

Revenue. Total revenue decreased $2.9 million, or 5.3%, from $54.7 million for the second quarter of 2024 to $51.8 million for the second quarter of 2025. The following is a summary of revenue by category (in millions):

Current wording

Revenue. Total revenue increased $1.0 million, or 1.6%, from $62.4 million for the third quarter of 2024 to $63.4 million for the third quarter of 2025. The following is a summary of revenue by category (in millions):

Previous wording

The following table shows data on theater attendance and revenue per attendee for the second quarter of 2025 and 2024:

Current wording

The following table shows data on theater attendance and revenue per attendee for the third quarter of 2025 and 2024:

Previous wording

National advertising revenue. National advertising revenue decreased by $0.5 million, or 1.2%, from $41.7 million for the second quarter of 2024 to $41.2 million for the second quarter of 2025. Macroeconomic uncertainty negatively affected advertisers' willingness to spend in the second quarter of 2025 across the advertising industry. To remain competitive in this environment, the Company decreased national advertising CPMs by 28.1% in the second quarter of 2025, as compared to the second quarter of 2024. This decrease was partially offset by a 12.3% increase in national advertising utilization, as well as a 24.2% increase in network attendance in the second quarter of 2025, as compared to the second quarter of 2024.

Current wording

National advertising revenue. National advertising revenue increased by $3.1 million, or 6.6%, from $46.8 million for the third quarter of 2024 to $49.9 million for the third quarter of 2025. The increase in national advertising revenue was primarily due to a 41.9% increase in national advertising utilization, partially offset by a 10.6% decrease in network attendance in the third quarter of 2025, as compared to the third quarter of 2024. In order to increase utilization and better monetize attendance, the Company strategically decreased national advertising CPMs by 14.4% in the third quarter of 2025, as compared to the third quarter of 2024.

Previous wording

Local and regional advertising revenue. Local and regional advertising revenue decreased by $3.4 million, or 34.7%, from $9.8 million for the second quarter of 2024 to $6.4 million for the second quarter of 2025. Macroeconomic uncertainty negatively affected the advertisers' willingness to spend in the second quarter of 2025 across the advertising industry. As such, the decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the technology, retail and apparel and automotive categories for the second quarter of 2025 compared to the second quarter of 2024. These decreases were partially offset by an increase in contract activity and size within the travel category in the second quarter of 2025, as compared to the second quarter of 2024.

Current wording

Local and regional advertising revenue. Local and regional advertising revenue decreased by $1.8 million, or 15.8%, from $11.4 million for the third quarter of 2024 to $9.6 million for the third quarter of 2025. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the healthcare, professional and trade and retail and apparel categories for the third quarter of 2025, as compared to the third quarter of 2024. These decreases were partially offset by an increase in contract activity and size within the travel and government categories in the third quarter of 2025, as compared to the third quarter of 2024.

Previous wording

ESA Party beverage revenue. ESA Party beverage revenue increased by $1.0 million, or 31.3%, from $3.2 million for the second quarter of 2024 to $4.2 million for the second quarter of 2025. The increase in ESA Party beverage revenue was primarily due to a 25.4% increase in ESA Party attendance in the second quarter of 2025, as compared to the second quarter of 2024 as well as contractual rate increases within the ESAs.

Current wording

ESA Party beverage revenue. ESA Party beverage revenue decreased by $0.3 million, or 7.1%, from $4.2 million for the third quarter of 2024 to $3.9 million for the third quarter of 2025. The decrease in ESA Party beverage revenue was primarily due to a 8.3% decrease in ESA Party attendance in the third quarter of 2025, as compared to the third quarter of 2024.

Previous wording

Operating expenses. Total operating expenses decreased $0.2 million, or 0.3%, from $64.0 million for the second quarter of 2024 to $63.8 million for the second quarter of 2025. The following table shows the changes in operating expense for the second quarter of 2025 (in millions):

Current wording

Operating expenses. Total operating expenses decreased $4.7 million, or 6.7%, from $69.9 million for the third quarter of 2024 to $65.2 million for the third quarter of 2025. The following table shows the changes in operating expense for the third quarter of 2025 (in millions):

Previous wording

Selling and marketing costs. Selling and marketing costs increased $0.2 million, or 2.1%, from $9.6 million for the second quarter of 2024 to $9.8 million for the second quarter of 2025. The increase in selling and marketing costs was primarily due to a $0.4 million increase in selling related expenses, a $0.3 million increase in variable costs associated with certain sales partnerships, a $0.2 million increase in non-cash barter expense and a $0.2 million increase in severance expense due to a position elimination in the second quarter of 2025. These increases were partially offset by a $0.9 million decrease in personnel-related expenses primarily due to a decrease in performance-based compensation driven by the decrease in revenue in the second quarter of 2025, as compared to the second quarter of 2024.

Current wording

Selling and marketing costs. Selling and marketing costs remained at $10.1 million for the third quarter of 2025, consistent with $10.1 million for the third quarter of 2024. This was primarily due to a $0.5 million decrease in personnel related costs partially due to a decrease in performance-based compensation in the third quarter of 2025, as compared to the third quarter of 2024. This decrease was partially offset by a $0.3 million increase in variable costs associated with certain sales partnerships in the third quarter of 2025, as compared to the third quarter of 2024.

Previous wording

Administrative and other costs. Administrative and other costs decreased $2.8 million, or 20.9%, from $13.4 million for the second quarter of 2024 to $10.6 million for the second quarter of 2025. The decrease was primarily due to a $1.2 million decrease in severance expense following the non-renewal of the former President - Sales, Marketing and Partnerships' contract in the second quarter of 2024, a $1.2 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding, a $0.5 million decrease in performance-based compensation expense driven by the decrease in revenue in the second quarter of 2025, as compared to the second quarter of 2024, and a $0.5 million decrease in stock-based compensation expense due to the grant of a management equity incentive plan in the first quarter of 2024, compared to normalized grant activity in 2025. These decreases were partially offset by a $0.2 million increase in cloud computing expenses and a $0.2 million increase in other business taxes in the second quarter of 2025, as compared to the second quarter of 2024.

Current wording

Administrative and other costs. Administrative and other costs decreased $2.3 million, or 17.8%, from $12.9 million for the third quarter of 2024 to $10.6 million for the third quarter of 2025. The decrease was primarily due to a $2.5 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding, a $1.1 million decrease in stock-based compensation expense due to the grant of the one time management equity incentive plan in the first quarter of 2024, compared to normalized grant activity in 2025, and a $0.8 million decrease in performance-based compensation expense driven by the decrease in the Company's projected performance as compared to compensation targets, in the third quarter of 2025, as compared to the third quarter of 2024. These decreases were partially offset by a $1.5 million increase in system optimization costs and a $0.3 million increase in cloud computing expenses in the third quarter of 2025, as compared to the third quarter of 2024.

Previous wording

Depreciation expense. Depreciation expense remained at $1.1 million for the second quarter of 2025, consistent with $1.1 million in the second quarter of 2024.

Current wording

Depreciation expense. Depreciation expense decreased $0.1 million, or 8.3%, from $1.2 million for the third quarter of 2024, to $1.1 million for the third quarter of 2025.

Previous wording

Amortization expense. Amortization expense decreased $1.3 million, or 13.7%, from $9.5 million for the second quarter of 2024 to $8.2 million for the second quarter of 2025. The decrease was due to the reduction in and extension of the useful life of the intangible asset related to the ESA Parties following the 2025 AMC Agreement in the second quarter of 2025 as further discussed in Note 4—Intangible Assets and Note 7—Income Taxes.

Current wording

Amortization expense. Amortization expense decreased $1.6 million, or 16.8%, from $9.5 million for the third quarter of 2024 to $7.9 million for the third quarter of 2025. The decrease was due to the reduction in and extension of the useful life of the intangible asset related to the ESA Parties following the 2025 AMC Agreement in the second quarter of 2025 as further discussed in Note 4—Intangible Assets and Note 7—Income Taxes.

Previous wording

Non-operating income. Total non-operating income increased $0.7 million, or 116.7%, from $0.6 million for the second quarter of 2024 to $1.3 million for the second quarter of 2025. The following table shows the changes in non-operating income for the second quarter of 2025 and the second quarter of 2024 (in millions):

Current wording

Non-operating income. Total non-operating income decreased $0.5 million, or 12.8%, from $3.9 million for the third quarter of 2024 to $3.4 million for the third quarter of 2025. The following table shows the changes in non-operating income for the third quarter of 2025 and the third quarter of 2024 (in millions):

Previous wording

The increase in non-operating income was primarily due to a $0.8 million increase in the gain on the re-measurement of the payable under the tax receivable agreement. The increase is also due to a $0.3 million decrease in interest expense in the second quarter of 2025, compared to the second quarter of 2024, due to the termination of all of the Company's outstanding debt in the first quarter of 2025. These increases were partially offset by a $0.3 million decrease in interest income.

Current wording

The decrease in non-operating income was primarily due to a $0.5 million decrease in other non-operating income related to the Company's equity method investment in ACJV, LLC and a $0.4 million decrease in interest income in the third quarter of 2025, compared to the third quarter of 2024. These decreases were partially offset by a $0.3 million decrease in interest expense in the third quarter of 2025, compared to the third quarter of 2024 due to the termination of all of the Company's outstanding debt in the first quarter of 2025.

Previous wording

Revenue. Total revenue decreased $5.5 million, or 6.0%, from $92.1 million for the six months ended June 27, 2024 to $86.6 million for the six months ended June 26, 2025. The following is a summary of revenue by category (in millions):

Current wording

Revenue. Total revenue decreased $4.5 million, or 2.9%, from $154.5 million for the nine months ended September 26, 2024 to $150.0 million for the nine months ended September 25, 2025. The following is a summary of revenue by category (in millions):

Previous wording

The following table shows data on theater attendance and revenue per attendee for the six months ended June 27, 2025 and June 27, 2024:

Current wording

The following table shows data on theater attendance and revenue per attendee for the nine months ended September 25, 2025 and September 26, 2024:

Previous wording

National advertising revenue. National advertising revenue decreased by $2.6 million, or 3.7%, from $71.2 million for the six months ended June 27, 2024 to $68.6 million for the six months ended June 26, 2025. Macroeconomic uncertainty negatively affected advertisers' willingness to spend in the first and second quarter of 2025 across the advertising industry. To remain competitive in this environment, the Company decreased national advertising CPMs by 16.6% in the six months ended June 26, 2025, as compared to the six months ended June 27, 2024. This decrease was partially offset by a 3.0% increase in national advertising utilization, as well as a 11.3% increase in network attendance, in the six months ended June 26, 2025, as compared to the six months ended June 27, 2024.

Current wording

National advertising revenue. National advertising revenue increased by $0.6 million, or 0.5%, from $117.9 million for the nine months ended September 26, 2024 to $118.5 million for the nine months ended September 25, 2025. The increase in national advertising revenue was primarily due to a 17.0% increase in national advertising utilization, as well as a 2.1% increase in network attendance in the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024. Macroeconomic uncertainty negatively affected advertisers' willingness to spend in the first six months of 2025 across the advertising industry. To improve utilization and better monetize attendance, the Company strategically decreased national advertising CPMs by 15.6% in the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024.

Previous wording

Local and regional advertising revenue. Local and regional advertising revenue decreased by $3.8 million, or 25.3%, from $15.0 million for the six months ended June 27, 2024 to $11.2 million for the six months ended June 26, 2025. Macroeconomic uncertainty negatively affected the advertisers' willingness to spend in the first and second quarter of 2025 across the advertising industry. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the technology, retail and apparel, automotive and government categories for the six months ended June 26, 2025, compared to the six months ended June 27, 2024. These decreases were partially offset by an increase in contract activity and size within the travel category in the six months ended June 26, 2025, as compared to the six months ended June 27, 2024.

Current wording

Local and regional advertising revenue. Local and regional advertising revenue decreased by $5.7 million, or 21.5%, from $26.5 million for the nine months ended September 26, 2024 to $20.8 million for the nine months ended September 25, 2025. The decrease in local and regional advertising revenue was primarily due to a decrease in contract activity and size within the healthcare, professional and trade and retail and apparel categories in the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024 due in part to macroeconomic uncertainty which negatively affected advertisers' willingness to spend in the first six months of 2025 across the advertising industry. The decreases within these categories were partially offset by an increase in contract activity and size within the travel and government categories in the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024.

Previous wording

ESA Party beverage revenue. ESA Party beverage revenue increased $0.9 million, or 15.3%, from $5.9 million for the six months ended June 27, 2024 to $6.8 million for the six months ended June 26, 2025. The increase in ESA Party beverage revenue was primarily due to a 13.4% increase in ESA Party attendance for the six months ended June 26, 2025, as compared to the six months ended June 27, 2024 as well as contractual rate increases within the ESAs.

Current wording

ESA Party beverage revenue. ESA Party beverage revenue increased $0.6 million, or 5.9%, from $10.1 million for the nine months ended September 26, 2024 to $10.7 million for the nine months ended September 25, 2025. The increase in ESA Party beverage revenue was primarily due to a 4.4% increase in ESA Party attendance for the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024, as well as contractual rate increases within the ESAs.

Previous wording

Operating expenses. Total operating expenses decreased $1.6 million, or 1.3%, from $124.1 million for the six months ended June 27, 2024 to $122.5 million for the six months ended June 26, 2025. The following table shows the changes in operating expense for the six months ended June 26, 2025 and June 27, 2024 (in millions):

Current wording

Operating expenses. Total operating expenses decreased $6.2 million, or 3.2%, from $193.9 million for the nine months ended September 26, 2024 to $187.7 million for the nine months ended September 25, 2025. The following table shows the changes in operating expense for the nine months ended September 25, 2025 and September 26, 2024 (in millions):

Previous wording

Network operating costs. Network operating costs decreased $1.1 million, or 15.1%, from $7.3 million for the six months ended June 27, 2024, to $6.2 million for the six months ended June 26, 2025. The decrease in network operating costs was primarily due to a $0.4 million decrease in personnel-related expenses driven by the decrease in performance-based compensation following the decrease in revenue, a $0.3 million decrease in costs associated with our digital offerings in line with the decrease in revenue and a $0.2 million decrease in satellite costs due to transition costs incurred in the prior year for the six months ended June 26, 2025, as compared to the six months ended June 27, 2024.

Current wording

Network operating costs. Network operating costs decreased $1.2 million, or 11.3%, from $10.6 million for the nine months ended September 26, 2024 to $9.4 million for the nine months ended September 25, 2025. The decrease in network operating costs was primarily due to a $0.5 million decrease in personnel-related expenses driven by a decrease in performance-based compensation, a $0.3 million decrease in costs associated with our digital offerings resulting from the decrease in revenue for the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024 and $0.3 million in one-time satellite transition costs incurred in the nine months ended September 26, 2024.

Previous wording

Theater exhibition fees. Theater exhibition fees increased $3.4 million, or 6.9%, from $49.2 million for the six months ended June 27, 2024 to $52.6 million for the six months ended June 26, 2025. The increase in theater exhibition fees was primarily related to a $2.9 million increase caused by the 11.3% increase in network attendance and a $1.0 million increase due to contractual rate increases primarily within the ESAs for the six months ended June 26, 2025, as compared to the six months ended June 27, 2024. These increases were partially offset by a $0.3 million decrease in costs related to revenue share agreements and $0.2 million decrease related to the number of active screens in the six months ended June 26, 2025, compared to the six months ended June 27, 2024.

Current wording

Theater exhibition fees. Theater exhibition fees increased $2.8 million, or 3.4%, from $82.1 million for the nine months ended September 26, 2024 to $84.9 million for the nine months ended September 25, 2025. The increase in theater exhibition fees was primarily related to $2.4 million due to contractual rate increases due in part to the 2025 AMC Agreement, and $0.6 million due to a 2.1% increase in network attendance for the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024. These increases were partially offset by a $0.3 million decrease related to the average number of active screens in the nine months ended September 25, 2025, compared to the nine months ended September 26, 2024.

Previous wording

Selling and marketing costs. Selling and marketing costs increased $0.8 million, or 4.1%, from $19.6 million for the six months ended June 27, 2024 to $20.4 million for the six months ended June 26, 2025. The increase in selling and marketing costs was primarily due to a $1.7 million increase in selling related expenses partly driven by the timing of our company-wide sales meeting and a $0.5 million increase in variable costs associated with certain sales partnerships for the six months ended June 26, 2025, as compared to the six months ended June 27, 2024. These increases were partially offset by a $1.4 million decrease in personnel-related expenses primarily due to a decrease in performance-based compensation expense in line with the decrease in revenue and a decrease in severance expenses due to the workforce reorganization in the first quarter of 2024 for the six months ended June 26, 2025, as compared to the six months ended June 27, 2024.

Current wording

Selling and marketing costs. Selling and marketing costs increased $1.0 million, or 3.4%, from $29.6 million for the nine months ended September 26, 2024 to $30.6 million for the nine months ended September 25, 2025. The increase in selling and marketing costs was primarily due to a $2.0 million increase in selling related expenses partly driven by the timing of our company-wide sales meeting, a $0.8 million increase in variable costs associated with certain sales partnerships and a $0.4 million increase in marketing research expenses due to an increase in research studies sold during the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024. These increases were partially offset by a $1.9 million decrease in personnel-related expenses primarily due to a decrease in performance-based compensation expense in line with the decrease in revenue, a decrease in severance expenses due to the workforce reorganization in the first quarter of 2024 and a decrease in stock-based compensation due to the grant of the one time management equity incentive plan in the first quarter of 2024, compared to normalized grant activity in 2025. The increases were also partially offset by a $0.4 million decrease in bad debt expense for the nine months ended September 25, 2025, as compared to the nine months ended September 26, 2024.

Previous wording

Administrative and other costs. Administrative and other costs decreased $3.4 million, or 12.6%, from $26.9 million for the six months ended June 27, 2024 to $23.5 million for the six months ended June 26, 2025. The decrease is primarily due to an $1.8 million decrease in severance expense following the non-renewal of the former President - Sales, Marketing and Partnerships' contract in the second quarter of 2024, a $1.5 million decrease in performance-based compensation expense primarily due to retention related expenses in 2024 related to the Chapter 11 proceedings and the decrease in revenue, a $0.8 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding and a $0.3 million decrease in stock-based compensation for the six months ended June 26, 2025, compared to the six months ended June 27, 2024. These decreases were partially offset by a $0.6 million increase in cloud computing expenses due to improvements made to our programmatic offerings and a $0.4 million increase in system optimization costs related to a one-time assessment of the technology surrounding the Company's programmatic offerings for the six months ended June 26, 2025, compared to the six months ended June 27, 2024.

Current wording

Administrative and other costs. Administrative and other costs decreased $5.8 million, or 14.6%, from $39.8 million for the nine months ended September 26, 2024 to $34.0 million for the nine months ended September 25, 2025. The decrease is primarily due to a $2.9 million decrease in legal and professional fees related to the Chapter 11 Case and Cineworld Proceeding, a $2.2 million decrease in performance-based compensation expense primarily due to retention related expenses in 2024 related to the Chapter 11 proceedings, as well as a decrease in the Company's projected performance as compared to compensation targets, a $1.8 million decrease in severance expense following the non-renewal of the former President - Sales, Marketing and Partnerships' contract in the second quarter of 2024 and a $1.4 million decrease in stock-based compensation due to the grant of the one time management equity incentive plan in the first quarter of 2024, compared to normalized grant activity in 2025. These decreases were partially offset by a $1.1 million increase in system optimization costs, a $1.0 million increase in cloud computing expenses due to improvements made to our programmatic offerings for the nine months ended September 25, 2025, compared to the nine months ended September 26, 2024 and a $0.3 million increase in investor relation expenses due to the Company's investor day in March of 2025.

Previous wording

Depreciation expense. Depreciation expense remained at $2.2 million for the six months ended June 26, 2025, consistent with $2.2 million for the six months ended June 27, 2024.

Current wording

Depreciation expense. Depreciation expense decreased $0.1 million, or 2.9%, from $3.4 million for the nine months ended September 26, 2024 to $3.3 million for the nine months ended September 25, 2025.

Previous wording

Amortization expense. Amortization expense decreased $1.3 million, or 6.9%, from $18.9 million for the six months ended June 27, 2024 to $17.6 million for the six months ended June 26, 2025. The decrease was due to the reduction in and extension of the useful life of the intangible asset related to the ESA Parties following the 2025 AMC Agreement in the second quarter of 2025, as further discussed in Note 4—Intangible Assets and Note 7—Income Taxes.

Current wording

Amortization expense. Amortization expense decreased $2.9 million, or 10.2%, from $28.4 million for the nine months ended September 26, 2024 to $25.5 million for the nine months ended September 25, 2025. The decrease was due to the reduction in and extension of the useful life of the intangible asset related to the ESA Parties following the 2025 AMC Agreement in the second quarter of 2025, as further discussed in Note 4—Intangible Assets and Note 7—Income Taxes.

Previous wording

Non-operating expense. Total non-operating expense decreased $5.9 million, or 51.8%, from $11.4 million for the six months ended June 27, 2024 to $5.5 million for the six months ended June 26, 2025. The following table shows the changes in non-operating expense for the six months ended June 27, 2024 and June 26, 2025 (in millions):

Current wording

Non-operating expense. Total non-operating expense decreased $5.4 million, or 71.1%, from $7.6 million for the nine months ended September 26, 2024 to $2.2 million for the nine months ended September 25, 2025. The following table shows the changes in non-operating expense for the nine months ended September 26, 2024 and September 25, 2025 (in millions):

Previous wording

The decrease in non-operating expense was primarily due to a $7.6 million decrease in the loss on the re-measurement of the payable under the tax receivable agreement largely due to the addition of two years of estimates in management's forecast for future years in 2024 following increased insight into the respective movie slates and market demand as compared to the addition of one new forecasted year in the first quarter of 2025 to replace the completed prior year within the calculation. The decrease is also due to a $0.6 million decrease in interest expense in the six months ended June 26, 2025, compared to the six months ended June 27, 2024, following the termination of all of the Company's debt in the first quarter of 2025. These decreases were partially offset by a $1.8 million increase in loss on debt extinguishment in the first quarter of 2025 following the Company's termination of its Revolving Credit Facility 2023, a $0.3 million decrease in non-operating income related to the Company's equity method investment in ACJV,

Current wording

The decrease in non-operating expense was primarily due to a $7.7 million decrease in the loss on the re-measurement of the payable under the tax receivable agreement largely due to the addition of two years of estimates in management's forecast for future years in 2024 following increased insight into the respective movie slates and market demand as compared to the addition of one new forecasted year in 2025 to replace the completed prior year within the calculation. The decrease is also due to a $0.9 million decrease in interest expense in the nine months ended September 25, 2025, compared to the nine months ended September 26, 2024, following the termination of all of the Company's debt in the first quarter of 2025. These decreases were partially offset by a $1.8 million increase in loss on debt extinguishment in the first quarter of 2025 following the Company's termination of its Revolving Credit Facility 2023, a $0.9 million decrease in non-operating income related to the Company's equity method investment in ACJV, LLC and a $0.5 million decrease in interest income.

Previous wording

ESA Party beverage revenue—Under the ESAs, up to 90 seconds of The Noovie®Show program can be sold to the ESA Parties to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. In the second quarter of 2025, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. In 2024, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The ESA Parties’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future. In accordance with the 2019 ESA Amendment, the price for the time sold to Cinemark's beverage supplier increases at a fixed rate of 2.0% each year. Beginning in 2026 and in accordance with the 2025 AMC Agreement, the time sold to AMC's beverage supplier will also increase at a fixed rate of 2.0% each year.

Current wording

ESA Party beverage revenue—Under the ESAs, up to 90 seconds of The Noovie®Show program can be sold to the ESA Parties to satisfy their on-screen advertising commitments under their beverage concessionaire agreements. In the nine months ended September 25, 2025, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. Additionally, in 2024, Cinemark purchased 60 seconds of on-screen advertising time and AMC purchased 30 seconds to satisfy their obligations under their beverage concessionaire agreements. The ESA Parties’ current long-term contracts with their beverage suppliers require the 30 or 60 seconds of beverage advertising, although such commitments could change in the future. In accordance with the 2019 ESA Amendment, the price for the time sold to Cinemark's beverage supplier increases at a fixed rate of 2.0% each year. In accordance with the 2025 AMC Agreement, beginning in 2026, the time sold to AMC's beverage supplier will also increase at a fixed rate of 2.0% each year.

Previous wording

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of accounts receivable balances and operating expenditure payments, as well as interest and principal payments on our 2025 Credit Facility, if any, income tax payments, TRA payments to Cinemark and available cash payments (as defined in the NCM LLC Operating Agreement) to Cinemark in the event Cinemark holds NCM LLC membership units, as well as the amount of dividends to NCM, Inc.’s common stockholders.

Current wording

Our cash balances can fluctuate due to the seasonality of our business and related timing of collections of accounts receivable balances and operating expenditure payments, as well as interest and principal payments on our 2025 Credit Facility, if any, income tax payments, TRA payments to Cinemark and available cash payments (as defined in the NCM LLC Operating Agreement) to Cinemark in the event Cinemark holds NCM LLC membership units, as well as the amount of dividends paid to NCM, Inc.’s common stockholders.

Previous wording

On January 24, 2025, NCM LLC, as borrower, entered into the 2025 Credit Facility with U.S. Bank National Association, as lender. The agreement provides for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding, as of December 26, 2024, and terminated all commitments under its Revolving Credit Facility 2023 (as defined below), and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. As of June 26, 2025, NCM LLC had not made any borrowings under the 2025 Credit Facility. Borrowings under the 2025 Credit Facility may be used for, among other things, working capital and other general corporate purposes of the Company and bear interest at a floating rate equal to term SOFR (subject to a floor of zero) plus an applicable margin of 2.00%, which is subject to increase by an additional 2.00% upon the occurrence of an event of default.

Current wording

On January 24, 2025, NCM LLC, as borrower, entered into the 2025 Credit Facility with U.S. Bank National Association, as lender. The agreement provides for a $45.0 million senior secured revolving credit facility that matures on January 24, 2028. In connection with entering into the 2025 Credit Facility, NCM LLC repaid in full the $10.0 million balance outstanding, as of December 26, 2024, and terminated all commitments under its Revolving Credit Facility 2023 (as defined below), and in connection with this termination, paid a prepayment fee equal to 1% of the total commitment. As of September 25, 2025, NCM LLC has no outstanding borrowings under the 2025 Credit Facility. Borrowings under the 2025 Credit Facility may be used for, among other things, working capital and other general corporate purposes of the Company and bear interest at a floating rate equal to term SOFR (subject to a floor of zero) plus an applicable margin of 2.00%, which is subject to increase by an additional 2.00% upon the occurrence of an event of default.

Previous wording

On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent, which was terminated in connection with the 2025 Credit Facility. The Revolving Credit Facility 2023 was an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC had access to under the revolver is $55.0 million. The proceeds of the Revolving Credit Facility 2023 could have been used for, inter alia, working capital and capital expenditures. The Revolving Credit Facility 2023 was to mature on August 7, 2026. The interest rate under the Revolving Credit Facility 2023 was a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contained a financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month is at least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period began upon (i) an event of default or (ii) if availability was less than the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ended only if (i) no event of default existed for the preceding 30 consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments.

Current wording

On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Revolving Credit Facility 2023”) with CIT Northbridge Credit LLC as agent, which was terminated in connection with the 2025 Credit Facility. The Revolving Credit Facility 2023 was an asset backed line facility where the capacity depends upon NCM LLC’s trade accounts receivable balance, as adjusted for aged balances and other considerations. The maximum availability NCM LLC had access to under the revolver is $55.0 million. The proceeds of the Revolving Credit Facility 2023 could have been used for, inter alia, working capital and capital expenditures. The Revolving Credit Facility 2023 was to mature on August 7, 2026. The interest rate under the Revolving Credit Facility 2023 was a base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitments are utilized or (ii) 4.50% if 50% or more of revolving commitments are utilized (utilizing the average revolver usage for the prior calendar month as a benchmark for this determination). The Revolving Credit Facility 2023 also contained a financial maintenance covenant requiring that the fixed charge coverage ratio ending on the last day of each fiscal month was at least 1.1 to 1.0 during a “Trigger Period.” A Trigger Period began upon (i) an event of default or (ii) if availability was less than the greater of (a) $5.0 million and (b) 10% of aggregate revolving commitments. A Trigger Period ended only if (i) no event of default existed for the preceding 30 consecutive days and (ii) availability is greater than both (a) $5.0 million and (b) 10% of aggregate revolving commitments.