13.
COMMITMENTS AND CONTINGENCIES

Legal Actions—The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material effect, individually and in aggregate, on its financial position, results of operations or cash flows.

Operating Commitments-Facilities—The Company has entered into operating lease agreements for its corporate headquarters and other regional offices. The Company has right-of-use (“ROU”) assets of $8.8 million and short-term and long-term lease liabilities of $1.5 million and $9.3 million, respectively, on the balance sheet as of January 1, 2026 for all material leases with terms longer than twelve months. As of December 26, 2024 the Company had ROU assets of $12.2 million and short-term and long-term lease liabilities of $1.7 million and $12.5 million, respectively, for all material leases with terms longer than twelve months. These balances are included within “Other assets”, “Other current liabilities” and “Long-term lease liabilities”, respectively, on the audited Consolidated Balance Sheets. As of January 1, 2026, the Company had a weighted average remaining lease term of 7.5 years on these leases.

The Company has also entered into certain short-term leases with a term of less than one year. These leases are not included within the Company’s ROU assets or lease liabilities due to the Company’s election of the practical expedient in ASC 842-20-25-2 for short-term leases.

On December 8, 2025, the Company entered into a lease modification with the landlord for the Company's headquarter office space in Centennial, Colorado. The commencement of the new leased asset and the termination of the current leased asset are contingent upon landlord-controlled construction and the associated timing of completion is uncertain as of January 1, 2026. Once complete, the Company will lease the new premises for a term of 11 years and will vacate the current premises prior to the original end date of June 2028.

During the year ended January 1, 2026, December 26, 2024 and December 28, 2023, the Company recognized the following components of total lease cost (in millions). These costs are presented within “Selling and marketing costs” and “Administrative and other costs” within the audited Consolidated Statements of Operations depending upon the nature of the use of the facility.

 

 

Years Ended

 

 

January 1,
2026

 

 

December 26, 2024

 

 

December 28, 2023

 

Operating lease cost

 

$

2.3

 

 

$

2.3

 

 

$

3.2

 

Variable lease cost

 

 

0.2

 

 

 

0.1

 

 

 

0.5

 

Total lease cost

 

$

2.5

 

 

$

2.4

 

 

$

3.7

 

 

The Company made lease payments for the year ended January 1, 2026, December 26, 2024 and December 28, 2023 of $2.4 million, $2.0 million and $3.6 million, respectively. These payments are included within cash flows from operating activities within the audited Consolidated Statement of Cash Flows. The minimum lease payments under noncancellable operating leases as of January 1, 2026 were as follows (in millions):

 

Year

 

Minimum Lease
Payments

 

2026

 

$

1.9

 

2027

 

 

1.9

 

2028

 

 

1.6

 

2029

 

 

1.2

 

2030

 

 

1.2

 

Thereafter

 

 

4.3

 

Total

 

 

12.1

 

Less: Imputed interest on future lease payments

 

 

(1.3

)

Total lease liability as of January 1, 2026 per the Consolidated Balance Sheet

 

$

10.8

 

 

When measuring the ROU assets and lease liabilities recorded, the Company utilized its incremental borrowing rate in order to determine the present value of the lease payments as the leases do not provide an implicit rate. The Company used the rate of interest that it would have paid to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. As of January 1, 2026, the Company’s weighted average annual discount rate used to establish the ROU assets and lease liabilities was 3.7%.

Operating Commitments - ESAs and Affiliate Agreements—The Company has entered into long-term ESAs with the ESA Parties and multi-year agreements with certain network affiliates, or third-party theater circuits. The ESAs and network affiliate agreements grant NCM LLC exclusive rights in their theaters to sell advertising, subject to limited exceptions. The Company recognizes intangible assets upon issuance of membership units to the ESA Parties in accordance with NCM LLC’s Common Unit Adjustment Agreement and upfront cash payments to the affiliates for the contractual rights to provide the Company’s services within their theaters as further discussed within Note 6—Intangible Assets. These ESAs and network affiliate agreements are considered leases under ASC 842 once the asset is identified and the period of control is determined upon the scheduling of the showtimes by the exhibitors, typically one week prior to the showtime. As such, the leases are considered short-term in nature, specifically less than one month. Within ASC 842, leases with terms of less than one month are exempt from the majority of the accounting and disclosure requirements, including disclosure of short-term lease expense. No ROU assets or lease liabilities were recognized for these agreements and no change to the balance sheet presentation of the intangible assets was necessary. However, the amortization of these intangible assets is considered lease expense and is presented within ‘Amortization expense’ within the Consolidated Statement of Operations. The Company recorded $18.8 million, $23.4 million and $16.7 million in amortization of these intangible assets in the years ended January 1, 2026, December 26, 2024 and December 28, 2023, respectively.

In consideration for NCM LLC’s access to the ESA Parties’ and network affiliates' theater attendees for on-screen advertising and use of lobbies and other space within the exhibitors’ theaters for the LEN and lobby promotions, the ESA Parties and network affiliates receive payments based either upon number of attendees (pre or post-showtime), a revenue share, a fee per screen or digital screen or a combination, including a minimum revenue guarantee per attendee. Many of these agreements contain increases annually or every five years to the respective fee structures or guaranteed minimums, either per patron, per theater and/or per digital screen in a range from 2% to 8% depending upon the underlying agreement. The theater access fee paid in the aggregate to Cinemark cannot be less than 12% of NCM LLC’s aggregate advertising revenue (as defined in the ESA), or it will be adjusted upward to reach this minimum payment. As of January 1, 2026, December 26, 2024 and December 28, 2023, the Company had no liabilities recorded for the minimum payment, as the theater access fee was in excess of the minimum. The Company does not owe any theater access fees or revenue share when the theaters are not displaying the Company's pre-show or when the Company does not have access to the theaters. The digital screen fee is calculated based upon average screens in use during each month. As part of the AMC 2025 Agreement, the Company will modernize certain lobbies within AMC's theaters, which will require the Company to expend refurbishment costs upon identification of a third-party vendor.

As part of the network affiliate agreements entered into in the ordinary course of business under which the Company sells advertising for display in various network affiliate theater chains, the Company has agreed to certain minimum revenue guarantees on a per attendee basis. If a network affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee if the amount paid under the revenue share arrangement is less than the guaranteed amount. As of January 1, 2026, the maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $315.7 million over the remaining terms of the network affiliate agreements, contingent upon the achievement of network affiliate minimum attendance thresholds. These minimum guarantees relate to various affiliate agreements ranging in term from one to nine years, prior to any renewal periods of which some are at the option of the Company. During the year ended January 1, 2026, December 26, 2024 and December 28, 2023, the Company paid $1.0 million, $0.1 million and $0.0 million, respectively, related to these minimum guarantees. As of January 1, 2026 and December 26, 2024, the Company had $1.1 million and $0.7 million, respectively, in liabilities recorded within “Accounts payable” in the Consolidated Balance Sheets for these obligations, as such guarantees are less than the expected share of revenue paid to the affiliate.

Historical Timeline

Fiscal YearFiled
2026Feb 26, 2026Showing above
2024Mar 6, 2025
2023Mar 18, 2024
2022Apr 13, 2023
2021Mar 3, 2022
2020Mar 9, 2021
2019Feb 20, 2020
2018Feb 22, 2019
2017Mar 19, 2018
2016Feb 24, 2017
2015Feb 26, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.