NATIONAL CINEMEDIA, INC. DEAR FELLOW STOCKHOLDERS:
This past year demonstrated the amazing resiliency of cinema, our advertising partners, our moviegoing audiences and NCM. In 2022, we set out to prove that NCM delivers traditionally 'unreachable' audiences at scale; provides impactful, incremental reach to traditional linear and CTV; and generates more effective ad impressions with measurable results - all with the best content on the biggest screens for a premier opt-
in experience. In the end, NCM successfully marketed our value proposition to our advertisers, retaining >˜`}>ˆ˜ˆ˜}Vˆi˜ÌÃ>VÀœÃÃÌÜi˜ÌÞ‡wÛi>`V>Ìi}œÀˆiÃœ˜œÕÀÃVÀii˜Ã܈ÌÌ i…i«œv>˜iÝVˆÌˆ˜}w"Ã>Ìi Ì >ÌœvviÀi`iÛiÀÞ`i"œ}À>«ˆV}ÀœÕ«Ãœ"ï˜}Ìœi˜œÞ>ÌÌ i"œÛˆið/ iw"ÃÌÕ`ˆœÃÀiVœ""ˆÌÌi`Ìœ exclusive extended theatrical release windows, strengthening our comeback story.
With one of the most coveted audiences in the media landscape - young, diverse, highly engaged Americans qœÕÀ«>ÌvœÀ"Ài">ˆ˜ÃÌ i>À}iÃ̈˜Ì i1-]Ài>Vˆ˜}Çx¯œvÌ iÜiiŽi˜`LœÝœvwVivœÀ">œÀw"Àii>ÃiÃ] across more than 1,500 theaters and over 20,000 screens, including all of the top 25 theaters and 90 out of the top 100 as of December 29, 2022.
NCMx, our powerful data analytics tool, is allowing NCM to lead the cinema advertising industry with data- driven solutions and effectively enable us to increase existing and new client investments. We now offer ">ÀŽiÌiÀÃ>ÎÈä‡`i}ÀiiÛˆiÜœvÀiVi˜ÌVœ˜ÃÕ"iÀLi >ÛˆœÀ܈̫iÀvœÀ">˜Vi"iÌÀˆVÃÌœÀiw˜iV>"«>ˆ}˜ plans and generate a better return on their advertising investment. We have case studies across multiple categories proving business outcomes and KPIs, as well as third-party research studies that prove that NCM knows more about the behaviors and spending habits of moviegoers than any other company in the industry.
Total revenue for the year ended December 29, 2022, increased 117.5% to $249.2 million from $114.6 million for the year ended December 30, 2021. Adjusted OIBDA, a non-GAAP measure, increased 332.0% to $57.3 million for the year ended December 29, 2022, from negative $24.7 million for the year ended December Îä]ÓäÓ£°/ˆÃ"i>˜ÌÜiÌÕÀ˜i`Õ˜iÛiÀi`vÀiiV>ÃyœÜ«œÃˆÌˆÛivœÀÌ iwÀÃÌ̈"iȘViÌ i«>˜`i"ˆV>ÃÜi }i˜iÀ>Ìi`f£Ç°Ó"ˆˆœ˜ˆ˜Õ˜iÛiÀi`vÀiiV>ÃyœÜ`ÕÀˆ˜}Ì iÞi>À°
In April 2023 we made the voluntary decision to enter into Chapter 11 in order to restructure our balance sheet. I am proud to say we achieved our goal of a plan of reorganization that positions NCM for growth and momentum. We concluded our restructuring in only four months and eliminated over $1 billion of debt, substantially strengthening our capital structure. We have emerged without permanent capital structure debt and with a $55 million asset backed loan facility to manage working capital. Following these changes, we iÝ«iVÌÌœ…>ÛiÀi`ÕVi`œÕÀwÝi`V >À}iÃLÞœÛiÀf™ä"ˆˆœ˜>˜˜Õ>Þ°7i>Ãœ˜œÜ…>ÛiÌ iÃÕ««œÀÌœvœÕÀ new ownership group, comprised of our prepetition secured lenders and a Board of Directors consisting of highly experienced media, entertainment and technology executives.
Looking forward, the 2022 Upfront performance helped us close out 2022 on a positive note and set us up for an even better 2023, despite the projected slow-down in ad spending. We'd like to thank our stockholders, advertising clients and exhibitor partners for their continued support, and our management team and staff for their hard work over the past year. We look forward to working together with all our stakeholders to pave the Ü>ÞvœÀ«ÀœwÌ>LiÃÕÃÌ>ˆ˜>LiÀiÛi˜Õi}ÀœÜÌ>˜`œ˜}‡ÌiÀ"Û>ÕiVÀi>̈œ˜Ìœ`ÀˆÛiÃÌœVŽ«ÀˆVi}ÀœÜÌœ˜} into the future.
Thomas F. Lesinski
CHIEF EXECUTIVE OFFICER (CEO)
UNITED STATES | |
SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
__________________________________________________________ | |
FORM 10-K | |
__________________________________________________________ | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF | |
ý | 1934 |
For the fiscal year ended December 29, 2022 | |
or |
- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from __________________ to __________________
Commission file number: 001-33296
__________________________________________________________
NATIONAL CINEMEDIA, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________
Delaware | 20-5665602 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification No.) | |||
6300 S. Syracuse Way, Suite 300 | Centennial Colorado | 80111 | ||
(Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: (303) 792-3600 | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | NCMI | The Nasdaq Stock Market LLC | ||
Securities registered pursuant to Section 12(g) of the Act: None | ||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes ☐ No | ☒ | ||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes ¨ | No ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Smaller reporting company | ☒ |
Non-accelerated filer | ☒ | Emerging growth company | ¨ |
Accelerated filer | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition method for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ☒
Based on the closing sales price on June 30, 2022, the aggregate market value of the voting and non-voting common stock held by non- affiliates of the registrant was $57,859,231.
As of April 10, 2023, 174,056,268 shares of the registrant's common stock (including unvested restricted stock), par value of $0.01 per share, were outstanding.
TABLE OF CONTENTS | ||
Page | ||
PART I | ||
Item 1. | Business | 9 |
Item 1A. | Risk Factors | 22 |
Item 1B. | Unresolved Staff Comments | 42 |
Item 2. | Properties | 42 |
Item 3. | Legal Proceedings | 42 |
Item 4. | Mine Safety Disclosures | 43 |
PART II | ||
Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity | |
Securities | 44 | |
Item 6. | [Reserved] | 44 |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 45 |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 63 |
Item 8. | Financial Statements and Supplementary Data | 64 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 98 |
Item 9A. | Controls and Procedures | 98 |
Item 9B. | Other Information | 99 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 102 |
PART III | ||
Item 10. | Directors, Executive Officers and Corporate Governance | 102 |
Item 11. | Executive Compensation | 107 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 115 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 116 |
Item 14. | Principal Accounting Fees and Services | 123 |
PART IV | ||
Item 15. | Exhibits, Financial Statement Schedules | 124 |
Item 16. | Form 10-KSummary | 130 |
Signatures | ......................................................................................................................................................................... | 131 |
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National CineMedia Inc. published this content on 18 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2023 19:32:06 UTC.
