National CineMedia, Inc ARS, filed Sep 18, 2023
National CineMedia, Inc. (NCMI)
ARS
2023-09-18
For: 2022-12-29
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October 19, 2026
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 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 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 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 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 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 into the future. Thomas F. Lesinski CHIEF EXECUTIVE OFFICER (CEO)
may not be used without the prior written consent of NCM. This report may contain, or may expectations or beliefs regarding future events, including statements regarding guidance and the dividend policy. By their nature, forward-looking statements involve risks, assumptions, and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although the Company believes that the assumptions used in the forward- looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, actual results could differ materially from those expressed or implied in the forward-looking statements. For discussion of some of the important factors that could cause the Company’s actual results and performance to differ materially from those expressed in, or implied in the forward-looking statements, please refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2022 included herein. The Company undertakes no obligation to update or revise any forward-looking statements. CORPORATE INFORMATION Corporate Headquarters 6300 S. Syracuse Way, Suite 300 Centennial, CO 80111 800.828.2828 | ncm.com Stock Information Traded on the NASDAQ Global Select Market under the symbol NCMI Investor Relations Phone: 800.844.0935 Email: investors@ncm.com Transfer Agent & Registrar Computershare P.O. Box 505008 Louisville, KY 40233-9814 computershare.com/investor Form 10-K We will provide, without charge, a copy of our Annual Exchange Commission, to any stockholder who requests one. Copies of the 10-K and all exhibits thereto can be obtained from our website (ncm.com) under the tab “Investor Relations > Financial Information > SEC Filings.” These reports are also available free of charge by written request to the below address: NCM, Inc. ATTN: Investor Relations 6300 S. Syracuse Way, Suite 300 Centennial, CO 80111 Code of Business Conduct & Ethics Our Code of Business Conduct and Ethics, and our other governance documents, are available free of charge on our website (ncm.com) under the tab “Investor Relations > Corporate Governance.” Annual Meeting National CineMedia, Inc. stockholders are invited to attend our annual meeting. The meeting will be held at the following venue on the date announced within our Proxy Statement for the 2023 Annual Meeting of Stockholders. 6300 S. Syracuse Way, Suite 300 Centennial, CO 80111 BOARD OF DIRECTORS Lauren Zalaznick Chair of National CineMedia, Inc., Independent Advisor & Senior Advisor to The Boston Consulting Group in the Global TMT Practice Bernadette Aulestia Member of the Board of Directors of Denny’s Corporation, Nexstar Media Group & Latino Corporate Directors Association Nicholas Bell CEO of Fanatics Live David E. Glazek Executive Chairman of Turning Point Brands, Inc. Juliana F. Hill Former Senior Vice President of Liquidity &Asset Management of iHeartMedia, Inc. Thomas F. Lesinski CEO of NCM, Inc. Tiago Lourenço Partner at Blantyre Capital Jean-Philippe Maheu Advisor & Member of the Board of Directors for various growth stage companies Joe Marchese General Partner Human Ventures & Casa Komos Brands Group EXECUTIVE OFFICERS Thomas F. Lesinski Ronnie Y. Ng Scott D. Felenstein President – Sales, Marketing & Partnerships Maria V. Woods Executive Vice President, General Counsel & Secretary
