10-K/A
National CineMedia, Inc. (NCMI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
FORM 10-K/A
(Amendment No. 1)
__________________________________________________________
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 26, 2019
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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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<br><br>incorporation or organization) | (I.R.S. Employer<br><br>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 þ
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 þ
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 þ 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 and post such files). Yes þ 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 | þ |
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
Based on the closing sales price on June 27, 2019, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $328,535,741.
As of February 18, 2020, 79,751,489 shares of the registrant’s common stock (including unvested restricted stock), par value of $0.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant’s definitive proxy statement to be used in connection with its Annual Meeting of Stockholders which was filed within 120 days of December 26, 2019 are incorporated by reference into Part III, Items 10-14, of this report on Form 10-K.
Explanatory Note
The signed consent of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, was delivered prior to the filing of the Form 10-K for the year ended December 26, 2019, originally filed on February 20, 2020 (the “Original Filing”); however, the conformed signature was inadvertently omitted from the version of the consent filed via EDGAR. This amendment is being filed to include the conformed signature.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly set forth in this Amendment No. 1, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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Part IV
| Item 15. | Exhibits, Financial Statement Schedules |
|---|
(b) Exhibits: See Exhibit Index below.
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EXHIBIT INDEX
The following is a list of all exhibits filed as part of this amended annual report on Form 10-K/A.
| Incorporation by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Ref. | Description | Form | SEC File No. | Exhibit | Filing<br><br>Date |
| 23.1 | # | Consent of Deloitte & Touche LLP. | ||||
| 31.3 | # | Rule 13a-14(a) Certification of Chief Executive Officer and Principal Financial Officer. |
The following is a list of all exhibits filed as part of the Original Filing and the amended annual report on Form 10-K/A.
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5
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| 10.27.1 | Form of Restricted Stock Unit Agreement under the National CineMedia, Inc. 2016 Equity Plan. | S-8 | 001-33296 | 4.4 | 4/29/2016 | |
|---|---|---|---|---|---|---|
| 10.27.2 | Form of Restricted Stock Unit Agreement under the National CineMedia, Inc. 2016 Equity Plan, amended. | 10-K | 001-33296 | 10.27.2 | 2/24/2017 | |
| 21.1 | * | List of Subsidiaries. | ||||
| 23.1 | # | Consent of Deloitte & Touche LLP. | ||||
| 24.1 | * | Powers of Attorney of National CineMedia, Inc. | ||||
| 31.1 | * | Rule 13a-14(a) Certification of Chief Executive Officer. | ||||
| 31.2 | * | Rule 13a-14(a) Certification of Chief Financial Officer. | ||||
| 31.3 | # | Rule 13a-14(a) Certification of Chief Executive Officer and Principal Financial Officer. | ||||
| 32.1 | ** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. | ||||
| 32.2 | ** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | ||||
| 101.INS | * | XBRL Instance Document. | ||||
| 101.SCH | * | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| # | Filed herewith. | |||||
| --- | --- | |||||
| * | Previously filed with the Original Filing. | |||||
| --- | --- | |||||
| ** | Previously furnished with the Original Filing. | |||||
| --- | --- | |||||
| + | Management contract. | |||||
| --- | --- |
(1) Incorporated by reference to the exhibit listed from NCM LLC’s Annual Report on Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NATIONAL CINEMEDIA, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: | June 25, 2020 | /s/ Thomas F. Lesinski |
| Thomas F. Lesinski | ||
| Chief Executive Officer |
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Exhibit
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-230746 on Form S-3 and in Registration Statement No. 333-210996 on Form S-8 of our reports dated February 20, 2020, relating to the consolidated financial statements of National CineMedia, Inc. and subsidiary, and the effectiveness of National CineMedia, Inc. and subsidiary’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of National CineMedia, Inc. for the year ended December 26, 2019.
/s/ Deloitte & Touche LLP
Denver, Colorado
February 20, 2020
Exhibit
Exhibit 31.3
CERTIFICATIONS
I, Thomas F. Lesinski, certify that:
I have reviewed this Annual Report on Form 10-K of National CineMedia, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
| Date: | June 25, 2020 | /s/ Thomas F. Lesinski |
|---|---|---|
| Thomas F. Lesinski<br>Chief Executive Officer<br>(Principal Executive Officer and Principal Financial Officer) |