UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
Commission file Number 001-35066
IMAX Corporation
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of
incorporation or organization)
2525 Speakman Drive,
Mississauga, Ontario, Canada L5K 1B1
(905) 403-6500
98-0140269
(I.R.S. Employer
Identification Number)
902 Broadway, Floor 20
New York, New York, USA 10010
(212) 821-0100
(Address of principal executive offices, zip code, telephone numbers)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Shares, no par value
Trading Symbol(s)
Name of each exchange on which registered
IMAX
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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. ☒
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant, computed by reference to the last sale price of such shares as of the close of trading
on June 30, 2021 was $1,069.2 million.
As of January 31, 2022, there were 58,575,134 common shares of the registrant outstanding.
Document Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement to be filed within 120 days of the close of IMAX Corporation’s fiscal year ended December 31, 2021, with the Securities and Exchange
Commission pursuant to Regulation 14A involving the election of directors and the annual meeting of the stockholders of the registrant (the “Proxy Statement”) are incorporated by reference in
Part III of this Form 10-K to the extent described therein.
IMAX CORPORATION
December 31, 2021
Table of Contents
PART I
PART II
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Signatures
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART IV
2
Page
4
18
32
33
33
33
34
36
37
66
68
142
142
143
143
143
143
143
144
147
148
EXCHANGE RATE DATA
IMAX CORPORATION
Unless otherwise indicated, all dollar amounts in this document are expressed in United States (“U.S.”) Dollars. The following table sets forth, for the
periods indicated, certain exchange rates based on the noon buying rate in the City of New York for cable transfers in foreign currencies as certified for
customs purposes by the Bank of Canada (the “Noon Buying Rate”). Such rates quoted are the number of U.S. Dollars per one Canadian Dollar and are the
inverse of rates quoted by the Bank of Canada for Canadian Dollars per U.S. $1.00. The average exchange rate is based on the average of the exchange rates
on the last day of each month during such periods. The Noon Buying Rate on December 31, 2021 was U.S. $0.7888.
Exchange rate at end of period
Average exchange rate during period
High exchange rate during period
Low exchange rate during period
2021
0.7888
0.7977
0.8306
0.7727
2020
Years Ended December 31,
2019
2018
2017
0.7854
0.7455
0.7863
0.6898
0.7699
0.7536
0.7699
0.7353
0.7330
0.7718
0.8138
0.7330
0.7971
0.7712
0.8245
0.7276
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements included in this annual report may constitute "forward-looking statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, references to business and technology strategies and
measures to implement strategies, competitive strengths, goals, expansion and growth of business, operations and technology, future capital expenditures
(including the amount and nature thereof), industry prospects and consumer behavior, plans and references to the future success of the Company and
expectations regarding its future operating, financial and technological results. These forward-looking statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well
as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and
predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, risks related to the adverse impact of the COVID-
19 pandemic; risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to
economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; risks related to the Company’s
growth and operations in China; the performance of IMAX DMR® films; the signing of theater system agreements; conditions, changes and developments
in the commercial exhibition industry; risks related to currency fluctuations; the potential impact of increased competition in the markets within which the
Company operates, including competitive actions by other companies; the failure to respond to change and advancements in digital technology; risks
relating to consolidation among commercial exhibitors and studios; risks related to brand extensions and new business initiatives; conditions in the in-home
and out-of-home entertainment industries; the opportunities (or lack thereof) that may be presented to and pursued by the Company; risks related to cyber-
security and data privacy; risks related to the Company’s inability to protect its intellectual property; risks related to climate change; risks related to weather
conditions and natural disasters that may disrupt or harm the Company’s business; risks related to the Company’s indebtedness and compliance with its debt
agreements; general economic, market or business conditions; the failure to convert theater system backlog into revenue; changes in laws or regulations; any
statements of belief and any statements of assumptions underlying any of the foregoing; other factors and risks outlined in the Company’s periodic filings
with the United States Securities and Exchange Commission (the “SEC”); and other factors, many of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements, and actual results or anticipated
developments by the Company may not be realized, and even if substantially realized, may not have the expected consequences to, or effects on, the
Company. The forward-looking statements herein are made only as of the date hereof and the Company undertakes no obligation to update publicly or
otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.
IMAX®, IMAX® Dome, IMAX® 3D, IMAX® 3D Dome, Experience It In IMAX®, The IMAX Experience®, An IMAX Experience®, An IMAX 3D
Experience®, IMAX DMR®, DMR®, IMAX EnhancedTM, IMAX nXos® and Films to the Fullest® are trademarks and trade names of the Company or its
subsidiaries that are registered or otherwise protected under laws of various jurisdictions.
3
Item 1. Business
PART I
The Company is a Canadian corporation that was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the
former IMAX Corporation (“Predecessor IMAX”). Predecessor IMAX was incorporated in 1967.
As of December 31, 2021, the Company indirectly owns 71.11% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong
Stock Exchange. IMAX China is a consolidated subsidiary of the Company.
GENERAL
IMAX is a premier global technology platform for entertainment and events. Through its proprietary software, theater architecture, patented intellectual
property, and specialized equipment, IMAX offers a unique end-to-end solution to create superior, immersive content experiences for which the IMAX®
brand is globally renowned. Top filmmakers, movie studios, artists, and creators utilize the cutting-edge visual and sound technology of IMAX to connect
with audiences in innovative ways. As a result, IMAX is among the most important and successful global distribution platforms for domestic and
international tentpole films and, increasingly, exclusive experiences ranging from live performances to interactive events with leading artists and creators.
The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the digital remastering of
films and other content into the IMAX format (“IMAX DMR”®) and the sale or lease of premium IMAX theater systems (“IMAX Theater Systems”).
IMAX Theater Systems are based on proprietary and patented image, audio and other technology developed over the course of the Company’s history
since its founding in 1968. The customers for IMAX Theater Systems are principally theater exhibitors that operate commercial multiplex theaters, and, to a
much lesser extent, museums, science centers and destination entertainment sites. The Company generally does not own the theaters in the IMAX network,
and is not an exhibitor, but instead sells or leases the IMAX Theater System to the exhibitor along with a license to use its trademarks.
As of December 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial
multiplexes, 12 commercial destinations, and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84
countries and territories as of December 31, 2020 including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional
locations. (See the table below under “Marketing and Customers” for additional information on the composition of the IMAX network.)
The IMAX Theater System provides the Company’s exhibitor customers with a combination of the following benefits:
•
•
•
•
•
•
the ability to exhibit content that has undergone the IMAX DMR conversion process, which results in higher image and sound fidelity than
conventional cinema experiences;
advanced, high-resolution projectors with specialized equipment and automated theater control systems, which generate significantly more contrast
and brightness than conventional theater systems;
large screens and proprietary theater geometry, which result in a substantially larger field of view so that the screen extends to the edge of a viewer’s
peripheral vision and creates more realistic images;
advanced sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an
IMAX theater;
specialized theater acoustics, which result in a four-fold reduction in background noise; and
a license to the globally recognized IMAX brand.
4
In addition, certain movies shown in IMAX theaters are filmed using proprietary IMAX film cameras or IMAX certified digital cameras,
which offer filmmakers customized guidance and a workflow process to provide further enhanced and differentiated image quality and an
IMAX-exclusive film aspect ratio that delivers up to 26% more image onto a standard IMAX movie screen. In select IMAX theaters
worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.
Together, these components cause audiences in IMAX theaters to feel as if they are a part of the on-screen action, creating a more intense, immersive,
and exciting experience than a traditional theater.
As a result of the engineering and scientific achievements that are a hallmark of The IMAX Experience®, the Company’s exhibitor customers typically
charge a premium for IMAX films over films exhibited in their other auditoriums. The premium pricing, combined with the higher attendance levels
associated with IMAX films, generates incremental box office for the Company’s exhibitor customers and for the movie studios releasing their films to the
IMAX network. The incremental box office generated by IMAX films has helped establish IMAX as a key premium distribution and marketing platform for
Hollywood blockbuster films and foreign local language movie studios.
As a premier global technology platform for entertainment and events, the Company strives to remain at the forefront of advancements in cinema
technology. The Company offers a suite of IMAX Laser Theater Systems, which deliver increased resolution, sharper and brighter images, deeper contrast
and the widest range of colors available to filmmakers today. The Company further believes that its suite of IMAX Laser Theater Systems are helping
facilitate the next major renewal and upgrade cycle for the global IMAX network.
In addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a
connected IMAX theater footprint capable of delivering live, interactive content with low latency and superior sight and sound. As of December 31, 2021,
68 theaters in the IMAX network were configured to enable the streaming of live events with additional theaters expected to go-live throughout 2022.
IMPACT OF COVID-19 PANDEMIC
The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the
global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19,
including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close,
including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally
scheduled for release in 2020 and early 2021, including many of the films scheduled to be shown in IMAX theaters, while several other films were released
directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key
markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of
COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to
the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As of December 31, 2021, 95% of the theaters in the global
IMAX commercial multiplex network were open at various capacities. For additional information regarding the impact of the COVID-19 pandemic on the
Company’s business, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic”
and Note 2 of Notes to Consolidated Financial Statements in Part II, Item 8.
(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and
its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and Note 2 of Notes to
Consolidated Financial Statements in Part II, Item 8.)
IMAX NETWORK
The Company believes the IMAX network is one of the most extensive premium networks in the world with 1,683 IMAX Theater Systems operating in
87 countries and territories, including 1,599 commercial multiplexes, 12 commercial destinations and 72 institutional locations as of December 31,
2021. (See the table below under “IMAX Network and Backlog” in Part II, Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, for additional information on the composition of the IMAX network.)
5
The Company currently believes that over time its commercial multiplex network could grow to approximately 3,318 IMAX theaters worldwide from the
1,599 operating as of December 31, 2021. The Company believes that the majority of its future growth will come from international markets. As of
December 31, 2021, 74% of IMAX Theater Systems in operation were located within international markets (defined as all countries other than the United
States and Canada), compared to 73% as of December 31, 2020. Accordingly, the box office results and revenues derived from international markets
continue to exceed those derived from the United States and Canada. Risks associated with the Company’s international business are outlined in “Risk
Factors – The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and
future growth prospects” in Part I, Item 1A.
Greater China is the Company’s largest market, measured by revenues, with approximately 44% and 38% of consolidated revenues generated from its
Greater China operations in the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had 783 theaters operating
in Greater China and an additional 215 theaters in backlog. The Company’s backlog in Greater China represents 44% of its total current backlog, including
upgrades in system type. The Company’s largest single international partnership is in China with Wanda Film (“Wanda”). As of December 31, 2021,
through the Company’s partnership with Wanda, there are 369 IMAX Theater Systems operational in Greater China, of which 355 are under the parties’
joint revenue sharing arrangement.
(See “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business there”,
“Risk Factors – General political, social and economic conditions can affect the Company’s business by reducing both revenues generated from existing
IMAX Theater Systems and the demand for new IMAX Theater Systems”, and “Risk Factors – The Company may not convert all of its backlog into
revenue and cash flows” in Part I, Item 1A.)
(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and
its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)
PRINCIPAL PRODUCTS AND SERVICES
The Company believes it is the world’s largest designer and manufacturer of specialty premium projection and sound system components for large-
format theaters around the world, and it is also a significant distributor of large-format films. IMAX Theater Systems include specialized IMAX projectors,
advanced sound systems and specialty screens.
The Company’s principal products and services are as follows:
•
•
•
•
•
IMAX DMR – The digital remastering of films and other content into IMAX formats for distribution to the IMAX network.
IMAX Theater Systems – The sale or lease of premium IMAX Theater Systems to exhibitor customers.
IMAX Maintenance – The provision of preventative and emergency maintenance services to the IMAX network.
Film Distribution and Post-Production – The distribution of large-format documentary films, primarily to institutional theaters, and,
increasingly, the distribution of exclusive experiences ranging from live performances to interactive events with leading artists and creators, as
well as the provision of film post-production services.
New Business Initiatives and Other – Activities principally related to the expansion of the IMAX brand across new lines of business and new
initiatives that are in the development and/or start-up phases. Other activities include after-market sales of IMAX Theater System parts and 3D
glasses.
These product lines do not fully reflect the nature and sources of revenue, or the manner in which management reviews financial information. The
Company’s segment information is provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and Note 21 of Notes to Consolidated Financial Statements in Part II, Item 8.
6
IMAX DMR
IMAX DMR is a proprietary technology that digitally remasters films into IMAX formats. IMAX DMR digitally enhances the image resolution of films
for projection on IMAX screens while maintaining or enhancing the visual clarity and sound quality to levels for which The IMAX Experience is known. In
addition, the original soundtrack of a film to be exhibited in IMAX theaters is remastered for IMAX digital sound systems. Unlike the soundtracks played in
conventional theaters, IMAX remastered soundtracks are uncompressed and full fidelity. IMAX sound systems use proprietary loudspeaker systems and
proprietary surround sound configurations that ensure every theater seat is in an optimal listening position.
The IMAX DMR process involves:
•
•
•
•
•
in certain instances, scanning, at the highest possible resolution, each individual frame of the movie and converting it into a digital image;
optimizing the image using proprietary image enhancement tools;
enhancing the digital image using techniques such as sharpening, color correction, grain and noise removal and the elimination of unsteadiness
and removal of unwanted artifacts;
recording the enhanced digital image into an IMAX digital cinema package (“DCP”) format or onto IMAX 15/70-format film; and
specially remastering the soundtrack to take full advantage of the unique sound system of IMAX Theater Systems.
IMAX films also benefit from enhancements made by individual filmmakers exclusively for the IMAX release of the film. Collectively, the Company
refers to these enhancements as “IMAX DNA”. Filmmakers and movie studios have sought IMAX-specific enhancements in recent years to generate
interest in and excitement for their films. Such enhancements include shooting films with IMAX cameras to increase the audience’s immersion in the film
and to take advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio that delivers up to 26% more image onto a
standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film
aspect ratio, with up to 67% more image.
In 2021, 63 IMAX films were released to the Company’s global theater network, including films such as Spider-Man: No Way Home, No Time to Die,
Dune, F9, The Battle at Lake Changjin, Detective Chinatown 3, Godzilla vs. Kong, Shang-Chi and the Legend of the Ten Rings, The Eternals, and Black
Widow. The films released in 2021 include 10 with IMAX DNA and 32 local language films released in China (21), Japan (9), Russia (1) and South Korea
(1). In 2020, 31 IMAX films were released to the Company’s global theater network, including five with IMAX DNA, and 17 local language films released
in China (10), Russia (3), Japan (3), and South Korea (1). In 2019, 60 IMAX films were released to the Company’s global theater network, including six
with IMAX DNA, and 18 local language films released in China (14), Japan (1), South Korea (1), India (1) and Russia (1).
Management believes that growth in international box office remains an important driver of growth for the Company. To support continued growth in
international markets, the Company has sought to bolster its international film strategy, supplementing its slate of Hollywood films with appealing local
language IMAX films released in select markets, particularly in China. The Company expects to announce additional local language IMAX films to be
released to its global theater network in 2022.
7
To date, in 2022, eight titles have been released to the global IMAX theater network, including one released in connection with a live
performance/interactive event, and the Company has announced the following 18 titles to be released later in 2022:
Title
The Batman
Notre-Dame Brûle
Morbius
Ambulance
Fantastic Beasts: The Secrets of Dumbledore
Doctor Strange In The Multiverse of Madness
Top Gun: Maverick
Jurassic World: Dominion
Lightyear
Minions: The Rise Of Gru
Thor: Love & Thunder
Nope
Black Adam
Spider-Man: Into the Spiderverse Sequel
The Flash
Black Panther 2: Wakanda Forever
Creed 3
Avatar 2
Studio
Warner Bros. Pictures
Pathe
Sony Pictures
Universal Pictures
Warner Bros. Pictures
Walt Disney Studios
Paramount Pictures
Universal Pictures
Walt Disney Studios
Universal Pictures
Walt Disney Studios
Universal Pictures
Warner Bros. Pictures
Sony Pictures
Warner Bros. Pictures
Walt Disney Studios
MGM
Walt Disney Studios
Scheduled
Release Date(1)
March 2022
March 2022
April 2022
April 2022
April 2022
May 2022
May 2022
June 2022
June 2022
July 2022
July 2022
July 2022
July 2022
October 2022
November 2022
November 2022
November 2022
December 2022
IMAX DNA
None
Filmed in IMAX
None
None
TBD
Filmed in IMAX
Filmed in IMAX
None
Expanded Aspect Ratio
None
Filmed in IMAX
Filmed in IMAX
TBD
TBD
TBD
TBD
Filmed in IMAX
TBD
(1) The scheduled release dates in the table above are subject to change, including as a result of the impact of the COVID-19 pandemic, may vary by
territory, and may not reflect the date(s) of limited premiere events. See “Risk Factors – The Company has experienced a significant decrease in its
revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of operations may continue to be
significantly harmed in future reporting periods” in Part I, Item 1A.
The Company remains in active negotiations with all major Hollywood studios for additional films to fill out its short and long-term film slate for the
IMAX network.
IMAX Theater Systems
The Company’s primary products are its various digital projection systems, which are either sold or leased to exhibitor customers along with a license for
the use of the globally recognized IMAX brand. The Company’s digital projection systems include a projector that offers superior image quality and
stability and a digital theater control system; a digital audio system delivering up to 12,000 watts of sound; a screen with a proprietary coating technology,
and, in certain situations, 3D glasses cleaning equipment. IMAX’s digital projection systems also operate without the need for analog film prints. The
Company’s digital projection systems provide a premium and differentiated experience to moviegoers that is consistent with what they have come to expect
from the IMAX brand, while providing exhibitor customers with the compelling economics and flexibility that digital technology affords.
As part of the arrangement to sell or lease an IMAX Theater System, the Company provides extensive advice on theater planning and design, and
supervision of installation services. The terms of each sale or lease arrangement vary according to the configuration of the IMAX Theater System, as well as
the cinema and film distribution markets relevant to the geographic location of the customer.
Revenue from the sale or lease of an IMAX Theater System may be recognized at a different time from when cash is collected from the exhibitor
customer. (See “Critical Accounting Policies and Estimates” in Part II, Item 7 and Note 20 of Notes to Consolidated Financial Statements in Part II, Item 8
for further discussion on the Company’s revenue recognition policies.)
8
The following table presents the number of IMAX Theater Systems that are open and in backlog, by configuration, as of December 31, 2021 and 2020:
IMAX Laser Theater Systems
IMAX Xenon Theater Systems
IMAX Film Theater Systems
Total
IMAX Laser Theater Systems
December 31, 2021
December 31, 2020
Theater
Network
Base
New
Backlog
Upgrade
Backlog
Theater
Network
Base
New
Backlog
Upgrade
Backlog
271
1,372
40
1,683
158
239
—
397
92
—
—
92
226
1,377
47
1,650
157
273
—
430
97
—
—
97
In 2014, the Company introduced its first laser-based digital projection system. Since then, the Company has continued research and development aimed
at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers. Beginning in late-2021, the Company
began offering an additional laser-based theater system product to provide a broader array of customers with an opportunity to replace and upgrade IMAX
Xenon Theater Systems. The Company believes that IMAX Laser Theater Systems present greater brightness and clarity, higher contrast, a wider color
gamut and deeper blacks, consume less power and last longer than other digital projection technologies, and are capable of illuminating the largest screens
in the IMAX network.
IMAX Xenon Theater Systems
In 2008, the Company introduced its digital IMAX Xenon Theater System. Prior to 2008, all of the IMAX Theater Systems offered by the Company
were film-based and required analog film prints. The Company believes that IMAX Xenon Theater Systems deliver higher quality imagery when compared
with IMAX Film Theater Systems.
IMAX Film Theater Systems
IMAX Film Theater Systems include various configurations, including 2D and 3D systems, and screen sizes. Following the introduction of the digital
IMAX Xenon Theater System in 2008, the number of IMAX Film Theater Systems in the IMAX network has decreased significantly.
The following table provides information about the Company’s theater system backlog as of December 31, 2021 and 2020:
December 31, 2021
December 31, 2020
Number of
Systems
Dollar Value
(in thousands)
Number of
Systems
New
Upgrade
New
Upgrade
New
Upgrade
New
Dollar Value
(in thousands)
Upgrade
Sales and sales-type lease
arrangements
Hybrid joint revenue sharing
arrangements
Traditional joint revenue
sharing arrangements
163
126
108 (1)
397
10
$ 190,280
$ 11,532
6
91,704
4,785
76 (1)
92
200 (2)
5,500 (2)
$ 282,184
$ 21,817
175
140
115 (1)
430
10
$ 200,296
$ 13,135
7
99,911
5,560
80 (1)
97
200 (2)
5,500 (2)
$ 300,407
$ 24,195
(1)
Includes 44 IMAX Theater Systems (2020 ― 46) where the customer has the option to convert from a joint revenue sharing arrangement to a sales
arrangement.
(2) The consideration owed under joint revenue sharing arrangements, which are accounted for as leases, is typically contingent on the box office receipts
earned by the exhibitor. Accordingly, such arrangements do not usually have a dollar value in backlog; however, certain joint revenue sharing
arrangements provide for contracted upfront payments and therefore carry a backlog value based on those payments.
9
The number of IMAX Theater Systems in backlog reflects the minimum number of commitments under signed contracts. The dollar value fluctuates
depending on the number of new arrangements signed from year-to-year, which adds to backlog, and the installation and acceptance of IMAX Theater
Systems and the settlement of contracts, both of which reduce backlog. The dollar value of backlog typically represents the fixed contracted revenue under
signed IMAX Theater System sale and lease agreements that the Company expects to recognize as revenue upon installation and acceptance of the
associated system, as well as an estimate of variable consideration in sales arrangements. The value of backlog does not include amounts allocated to
maintenance and extended warranty revenues or revenue from theaters in which the Company has an equity interest, operating leases, and long-term
conditional theater commitments. The Company believes that the contractual obligations for IMAX Theater System installations that are listed in backlog
are valid and binding commitments.
From time to time, in the normal course of its business, the Company will have customers who are unable to proceed with an IMAX Theater System
installation for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the
customer will not proceed with installation, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company
and the customer are released from all their future obligations under the agreement, all or a portion of the initial rents or fees that the customer previously
made to the Company are recognized as revenue.
Certain of the Company’s contracts contain options for the customer to elect to upgrade system type during the term or to alter the contract structure (for
example, from a joint revenue sharing arrangement to a sale) after signing, but before installation. Current backlog information reflects all known elections.
IMAX Maintenance
IMAX Theater System arrangements also include a requirement for the Company to provide maintenance services over the life of the arrangement in
exchange for an extended warranty and annual maintenance fee paid by the theater owner or operator. Under these arrangements, the Company provides
preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX quality standard. Annual maintenance fees are
paid throughout the duration of the term of the theater agreements. (See “Maintenance and Extended Warranty Services” below.)
Film Distribution and Post-Production
Through its Film Distribution segment, the Company distributes large-format documentary films, primarily to institutional theaters. The Company
receives as its distribution fee either a fixed amount or a fixed percentage of the theater box office receipts and following the recoupment of its costs, is
typically entitled to receive an additional percentage of gross revenues as participation revenues.
The ownership rights to the films distributed by the Company may be held by the film’s sponsors, third-party film investors and/or the Company. As of
December 31, 2021, the Company has distribution rights with respect to 53 films, which cover subjects such as space, wildlife, music, sports, history, and
natural wonders.
In addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a
connected IMAX theater footprint capable of delivering live, interactive content with low latency and superior sight and sound. As of December 31, 2021,
68 theaters in the IMAX network were configured to enable the streaming of live events with additional theaters expected to go-live throughout 2022.
In the fourth quarter of 2021, the Company distributed a Kanye West and Drake concert to 35 IMAX theaters across the United States and Canada
through a partnership with Amazon Music. In the fourth quarter of 2021, the Company also held special screenings of Joel Coen’s The Tragedy of Macbeth,
including a live Q&A with Mr. Coen and actress Frances McDormand streamed from the IMAX theater in Lincoln Square, New York, and West Side Story,
featuring a live Q&A with director Steven Spielberg and his cast, which was streamed from the IMAX theater of Century City, California. Also, in the first
quarter of 2022, the Company partnered with Disney to hold a special screening of The Beatles: Get Back – The Rooftop Concert, featuring a live Q&A with
director and producer Peter Jackson streaming to 68 IMAX theaters worldwide.
The Company continues to believe that the IMAX network serves as a valuable platform to launch and distribute original content.
Through its Film Post-Production segment, the Company provides film post-production and quality control services for large-format films, whether
produced by IMAX or third parties, and digital post-production services.
10
New Business Initiatives
The New Business Initiatives segment includes activities related to the expansion of the IMAX brand across new lines of business and initiatives, which
seek to leverage the Company’s proprietary, innovative technologies, its leadership position in the entertainment technology space, its unique relationship
with content creators, and its brand.
In September 2018, the Company launched IMAX EnhancedTM, a new initiative to bring The IMAX Experience into the home, in partnership with audio
leader DTS (an Xperi subsidiary). IMAX Enhanced provides end-to-end premium technology across streaming content and best-in-class entertainment
devices, offering consumers high-fidelity playback of image and sound in the home and beyond, including the following features:
•
•
•
IMAX’s expanded aspect ratio, which is available on select titles and streaming platforms, including Disney+ and features the full scale and
scope of The IMAX Experience as the filmmakers intended;
IMAX’s proprietary remastering technology, which produces a more vivid, higher-fidelity 4K HDR images on today’s best televisions; and
IMAX signature sound, which is specially recreated and calibrated for the home by DTS to unlock more immersive audio.
To be certified as IMAX Enhanced, leading consumer electronics manufacturers spanning 4K/8K televisions, projectors, A/V receivers, loudspeakers,
soundbars and smartphones must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee of IMAX and DTS
engineers, along with some of Hollywood’s leading technical specialists.
At present, certified global device partners include Sony Electronics, Hisense, TCL, Phillips, Xiaomi, Sound United and Honor, among others. More than
150 IMAX Enhanced titles are now available across six of the biggest streaming platforms worldwide, including Disney+, Sony Bravia CORE, Tencent
Video, iQiyi, Tsutaya TV and Rakuten TV.
The Company’s collaboration with Disney, which was announced in November 2021, allows fans to stream 14 Marvel titles in IMAX’s Expanded Aspect
Ratio at home on Disney+. The 14 titles available on Disney+ include Shang-Chi and The Legend of The Ten Rings and Eternals, as well as Iron
Man, Guardians of the Galaxy, Guardians of the Galaxy Vol. 2, Captain America: Civil War, Doctor Strange, Thor: Ragnarok, Black Panther, Avengers:
Infinity War, Ant-Man and The Wasp, Captain Marvel, Avengers: Endgame, and Black Widow (content availability varies by region). The launch of IMAX
Enhanced on Disney+ served as a focal point of Disney’s “Disney+ Day” two-year anniversary event, earning significant positive media coverage and
providing strong brand exposure for IMAX by expanding the Company’s in-home entertainment footprint to more than 80 million subscribers.
IMAX Enhanced and the collaboration with Disney is part of the Company’s next evolutionary step to grow beyond Hollywood blockbusters and extend
the IMAX brand and technology further into the streaming environment.
Other
The Company derives a small portion of its revenues from other sources including one owned and operated IMAX theater in Sacramento, California; a
commercial arrangement with one theater resulting in the sharing of profits and losses; the provision of management services to three other theaters; renting
its proprietary 2D and 3D large-format film and digital cameras to third-party production companies; and also offering production advice and technical
assistance to both documentary and Hollywood filmmakers.
MARKETING AND CUSTOMERS
The Company markets IMAX Theater Systems through a direct sales force and marketing staff located in offices in Canada, the United States, Greater
China, Europe, and Asia. In addition, the Company has agreements with consultants, business brokers and real estate professionals to locate potential
customers and theater sites for the Company on a commission basis.
Commercial multiplex theaters are the largest part of the IMAX network, comprising 1,599 IMAX theaters, or 95%, of the 1,683 IMAX theaters in the
IMAX network as of December 31, 2021. The Company’s institutional customers include science and natural history museums, zoos, aquaria, and other
educational and cultural centers. The Company also sells or leases IMAX Theater Systems to commercial destinations such as theme parks, private home
theaters, tourist destination sites, fairs and expositions. As of December 31, 2021, approximately 74% of all open IMAX theaters were in locations outside
of the United States and Canada.
11
The following table provides detailed information about the IMAX network by theater type and geographic location as of December 31, 2021 and 2020:
United States
Canada
Greater China(1)
Western Europe
Asia (excluding Greater China)
Russia & the CIS
Latin America(2)
Rest of the World
Total(3)
Commercial
Multiplex
363
39
768
116
122
70
51
70
1,599
December 31, 2021
Commercial
Destination
4
1
—
4
2
—
1
—
12
Institutional
27
7
15
8
2
—
11
2
72
Commercial
Multiplex
367
39
729
115
123
68
51
70
1,562
December 31, 2020
Commercial
Destination
4
1
—
4
2
—
1
—
12
Institutional
30
7
16
8
2
—
11
2
76
Total
394
47
783
128
126
70
63
72
1,683
Total
401
47
745
127
127
68
63
72
1,650
(1) Greater China includes China, Hong Kong, Taiwan, and Macau.
(2) Latin America includes South America, Central America, and Mexico.
(3) Period-to-period changes in the table above are reported net of the effect of permanently closed theaters.
(For information on revenue breakdown by geographic area, see Note 21 of Notes to Consolidated Financial Statements in Part II, Item 8. See “Risk
Factors – The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and
future growth prospects” and “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of
its business there” in Item 1A. As of December 31, 2021, the Company’s largest customer, Wanda, is based in China and represents 22% of the Company’s
network of theaters, 4% of the Company’s theater system backlog and 10% of its revenues. As of December 31, 2020, Wanda and AMC, which was then
controlled by Wanda, represented 35% of the Company’s network of theaters, 19% of the Company’s theater backlog and 16% of its revenue. Wanda sold its
controlling interest in AMC in 2021.)
INDUSTRY OVERVIEW
Competition
The out-of-home entertainment industry is very competitive, and the Company faces a number of competitive challenges. For instance, exhibitors and
entertainment technology companies have introduced their own branded, large-screen 3D auditoriums or other proprietary theater systems, some of which
include laser-based projectors, and in many cases, have marketed those auditoriums or theater systems as having similar quality or attributes to an IMAX
Theater System. The Company believes that all of these alternative formats deliver images and experiences that are inferior to The IMAX Experience.
The Company may continue to face competition in the future from companies in the entertainment industry with new technologies and/or substantially
greater capital resources to develop and support them. The Company also faces in-home competition from a number of alternative motion picture
distribution channels such as subscription streaming services, transactional video-on-demand (both rentals and sales), advertiser-supported video-on-
demand, pay-per-view, internet, and broadcast and cable television. During the COVID-19 pandemic, when theaters were closed in many global markets,
certain movie studios released several high-profile films directly or concurrently to streaming platforms rather than exclusively to theaters within the
traditional theatrical release window. While there can be no assurances whether or when this practice will end once the effects of the COVID-19 pandemic
fully recede, several Hollywood studios have recently reiterated their commitment to maintaining exclusive theatrical release windows. The Company
further competes for the public’s leisure time and disposable income with other forms of entertainment, including gaming, sporting events, concerts, live
theater, social media and restaurants.
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The Company believes that its competitive strengths include the value of the IMAX brand name, the premium IMAX consumer experience, the design,
quality and historic reliability rate of IMAX Theater Systems (including the quality of the sound system components included with an IMAX Theater
System), the return on investment of an IMAX Theater System for exhibitors, the number and quality of IMAX films that it distributes, the relationships the
Company maintains with prominent Hollywood and international filmmakers and other content creators (a number of whom desire to film their movies and
events with IMAX cameras), the availability of Hollywood and international event films to IMAX theaters through IMAX DMR technology, the availability
of unique and innovative events and experiences such as distributed concerts, special theatrical screenings, and live Q&A sessions with top content creators,
consumer loyalty and the level of the Company’s service and maintenance and extended warranty efforts. The Company believes that its laser-based
projection systems further increase the technological superiority of the consumer experience it delivers. As a result, the Company believes that virtually all
of the best performing premium theaters in the world are IMAX theaters.
Exhibitor Consolidation
The Company’s primary customers are commercial multiplex exhibitors. The commercial exhibition industry has undergone significant consolidation,
including AMC Entertainment Holdings Inc.’s (“AMC”) acquisition of Carmike Cinemas and Odeon & UCI Cinemas Group (“Odeon”), which includes
Nordic Cinema Group (“Nordic”), in 2016. In recent years, the commercial exhibition industry has continued to consolidate, as evidenced by Cineworld
Group’s acquisition of Regal Entertainment Group (“Regal”) in 2018.
The Company believes that the consolidation of the commercial exhibition industry has helped facilitate the growth of the IMAX network. The Company
has historically enjoyed strong relationships with large commercial exhibitor chains, which have greater capital to purchase, lease or otherwise acquire
IMAX Theater Systems. As larger commercial chains such as AMC have purchased smaller chains, those smaller chains have in turn become part of the
IMAX network. For instance, following AMC’s acquisition of Odeon and Nordic, the Company and AMC entered into an agreement for 25 new IMAX
Theater Systems across the Odeon and Nordic network. The Company believes that continued consolidation could facilitate further signings and other
strategic benefits going forward.
However, exhibitor consolidation has also resulted in individual exhibitor chains constituting a material portion of the Company’s revenue and network.
Continued industry consolidation, as well as consolidation in the movie studio industry, may present risks to the Company. (See “Risk Factors –
Consolidation among commercial exhibitors and studios reduces the breadth of the Company’s customer base, and could result in a narrower market for the
Company’s products and reduced negotiating leverage. A deterioration in the Company’s relationship with key partners could materially and adversely
affect the Company’s business, financial condition or results of operation. In addition, an adverse economic impact on a significant customer’s business
operations could have a corresponding material adverse effect on the Company.” in Part I, Item 1A.)
THE IMAX BRAND
IMAX is a premier global technology platform for entertainment and events. The Company relies on its brand to communicate its leadership and singular
goal of creating entertainment experiences that exceed all expectations. Top filmmakers, studios, and other content creators use the IMAX brand to message
that a film will connect with audiences in unique and extraordinary ways. In 2020, IMAX launched the “Filmed in IMAX” program, a partnership with the
world's leading camera manufacturers to meet filmmaker demand for The IMAX Experience. Through the program, IMAX will certify high-end, best-in-
class digital cameras with leading brands including ARRI, Panavision, RED Digital Cinema and Sony to work in the IMAX format when paired with its
proprietary post-production process.
The IMAX brand is a promise to deliver what today’s movie audiences crave — a memorable, more emotionally engaging, more thrilling and shareable
experience. From 2015 to 2019, the Company commissioned leading third-party research firms to conduct multiple consumer research studies in eleven
countries. The studies show that the IMAX brand has near universal awareness, creates a special experience for the audience, and is one of the most
differentiated movie-going brands. On a standardized measure of brand equity, the IMAX brand ranged from two to 10 times more powerful than other
entertainment technology brands. The Company believes that its strong brand equity supports consumers’ predisposition to choose IMAX over competing
brands and to pay a premium for The IMAX Experience now and into the future.
13
RESEARCH AND DEVELOPMENT
The Company believes that it is a premier global technology platform for entertainment and events with significant proprietary expertise in digital and
film-based projection and sound system component design, engineering, and imaging technology, particularly in laser-based technology. The Company
rolled out its flagship laser-based projection system at the end of 2014, which is capable of illuminating the largest screens in the Company’s network. This
laser-based projection system provides greater brightness and clarity, higher contrast, a wider color gamut and deeper blacks, while consuming less power
and lasting longer than existing digital technology, to ensure that the Company continues to provide the highest quality, premier movie going experience
available to consumers. Since then, the Company has continued research and development aimed at creating more affordable laser-based solutions with
various screen sizes for its commercial multiplex customers. Beginning in late 2021, the Company began offering an additional laser-based theater system
product to provide a broader array of customers with an opportunity to replace and upgrade IMAX Xenon Theater Systems.
The Company intends to continue research and development to further evolve its end-to-end technology. This includes bringing connectivity to the
Company’s global theater network and experimenting with live and interactive events worldwide; developing new IMAX film cameras and certifying
additional digital cameras; further improving its proprietary DMR process for the delivery of content for both theatrical and home entertainment; and further
improving the reliability of its projectors, as well as enhancing the Company’s image and sound quality.
As of December 31, 2021, 34 of the Company’s employees were connected with research and development projects, as compared to 45 employees as of
December 31, 2020.
MANUFACTURING AND SERVICE
Projector Component Manufacturing
The Company assembles IMAX Theater System projectors at its facility in Mississauga, Ontario, Canada (near Toronto). With few exceptions, the
Company develops and designs all of the key elements of the proprietary technology involved in this component. Fabrication of a majority of parts and sub-
assemblies is subcontracted to a group of carefully pre-qualified third-party suppliers. Manufacture and supply contracts are signed for the delivery of the
component on an order-by-order basis. The Company believes its significant suppliers will continue to supply quality products in quantities sufficient to
satisfy its needs. The Company inspects all parts and sub-assemblies, completes the final assembly, and then subjects the projector to comprehensive testing
individually and as a system prior to shipment. Historically, these projectors, including both IMAX Laser Theater Systems and IMAX Xenon Theater
Systems, have had reliability rates based on scheduled shows of approximately 99%.
Sound System Component Manufacturing
The Company develops, designs, and assembles the key elements of the theater sound system component. The standard IMAX theater sound system
component consists of parts from a variety of sources, with approximately 50% of the materials of each sound system attributable to proprietary parts
provided under original equipment manufacturers agreements with outside vendors. These proprietary parts include custom loudspeaker enclosures and
horns, specialized amplifiers, and signal processing and control equipment. The Company inspects all parts and sub-assemblies, completes the final
assembly and then subjects the sound system to comprehensive testing as a system.
Screen and Other Components
The Company purchases its screen component and glasses cleaning equipment from third parties. The standard screen system component consists of a
projection screen manufactured to IMAX specifications and a frame to hang the projection screen. The proprietary glasses cleaning machine is a stand-alone
unit that is connected to the theater’s water and electrical supply to automate the cleaning of 3D glasses.
Maintenance and Extended Warranty Services
The Company provides ongoing maintenance and extended warranty services to IMAX Theater Systems. These arrangements are usually for a separate
fee, although the Company sometimes includes free service in the initial year of an arrangement. The maintenance and extended warranty arrangements
include service, maintenance and replacement parts for IMAX Theater Systems.
14
To support the IMAX network, the Company has personnel stationed in major markets throughout the world who provide periodic and emergency
maintenance and extended warranty services on existing IMAX Theater Systems. The Company provides various levels of maintenance and warranty
services, which are priced accordingly. Under full-service programs, Company personnel typically visit each theater every six months to provide
preventative maintenance, cleaning and inspection services and emergency visits to resolve problems and issues with the theater system. Under some
arrangements, customers can elect to participate in a service partnership program whereby the Company trains a customer’s technician to carry out certain
aspects of maintenance. Under such shared maintenance arrangements, the Company participates in certain of the customer’s maintenance checks each year,
provides a specified number of emergency visits and provides spare parts, as necessary. For both IMAX Laser Theater Systems and IMAX Xenon Theater
Systems, the Company provides pre-emptive maintenance, remote system monitoring and a network operations center that provides continuous access to
product experts.
PATENTS AND TRADEMARKS
The Company’s inventions cover various aspects of its proprietary technology and many of these inventions are protected by Letters of Patent or
applications filed throughout the world, most significantly in the United States, Canada, China, Belgium, Japan, France, Germany, and the United Kingdom.
The subject matter covered by these patents and applications includes theater design and geometry, audio and display technology, mechanisms employed in
projectors and projection equipment (including 3D projection equipment), stereoscopic (3D) imaging, digitally re-mastering 35mm films into large-format,
dynamic range and contrast of projectors, seaming or superimposing images from multiple projectors, and other inventions relating to imaging technology,
digital projectors and laser projection. Included in the Company’s patent portfolio are more than 40 patent and patent families acquired from The Eastman
Kodak Company covering laser projection technology. The Company has been and will continue to be diligent in the protection of its proprietary interests.
As of December 31, 2021, the Company holds 107 patents, has 9 patents pending in the United States and has corresponding patents or filed applications
in many countries throughout the world. While the Company considers its patents to be important to the overall conduct of its business, it does not consider
any particular patent essential to its operations. Certain of the Company’s patents for improvements to the IMAX projection system components expire
between 2022 and 2038.
The Company owns or otherwise has rights to trademarks and trade names used in conjunction with the sale of its products, systems and services. The
following trademarks are considered significant in terms of the current and contemplated operations of the Company: IMAX®, IMAX® Dome, IMAX® 3D,
IMAX® 3D Dome, Experience It In IMAX®, The IMAX Experience®, An IMAX Experience®, An IMAX 3D Experience®, IMAX DMR®, DMR®, IMAX
nXos® and Films to the Fullest®. These trademarks are widely protected by registration or common law throughout the world.
HUMAN CAPITAL
The Company is a globally diverse brand with the mission to connect the world through extraordinary experiences that inspire us to reimagine what’s
possible, together. The Company has the power to inspire, ignite and involve its teams, customers and partners across the 1,683 IMAX Theater Systems in
its network to transcend the ordinary. However, the Company understands that these experiences are only made possible through its employees’ diverse
range of unique abilities and perspectives and its ability to attract, retain, and engage a talented, inclusive and respected workforce.
The Company is committed to acquiring talent and developing internal talent to create a high-performing, diverse workforce. In order to achieve this
objective, the Company offers competitive pay programs and benefits to its people globally. Please see “—Total Rewards” below for additional information
regarding the Company’s compensation practices. The Company supports and develops its employees through a variety of training and development
programs that build and strengthen leadership and professional skills, including an education reimbursement program, career development planning, and in-
house learning opportunities that support its people as they grow in their careers. In addition, to promote a safe and inclusive environment for its employees,
the Company provides specific annual compliance and trainings on cultivating respect in the workplace and harassment prevention.
The Company obtains and reviews employee feedback to monitor employee satisfaction and engagement on an annual basis. The most recent employee
survey resulted in the participation of over 81% of the global workforce, and an engagement score 5 points higher than the cross-industry and cross-country
benchmark provided by a third-party employee engagement platform, showcasing a highly engaged and dedicated workforce. The survey also provides
management with insightful feedback to help build, drive, and measure the success of people initiatives in the future. Following this year’s survey, focus
groups were conducted to engage employees further to help the Company plan and execute programs with respect to people initiatives by highlighting
potential opportunities, such as increasing communication throughout the business, building supportive resources for the managers, and building programs
to highlight career development opportunities.
15
As of December 31, 2021, the Company had 665 full-time employees, of whom 147 employees were based outside of North America.
Total Rewards
The Company continues to have a total rewards mindset that encompasses all that is provided to its employees in the form of financial and nonfinancial
compensation, benefits, well-being, and growth opportunities. The goal of these total rewards programs is to provide employees with market competitive
offerings, opportunities and experiences that evolve over time.
As the Company continues to evolve as an organization, it continues to modernize its total rewards programs to improve the employee experience and
adequately reflect a diverse, multigenerational, and talented workforce.
The structure of the Company’s total rewards programs balances base compensation, incentive compensation for both short-term and long-term
performance and a focus on total well-being. In addition:
•
•
•
The Company’s comprehensive benefit program is a valuable piece of the Company’s total rewards package. All active, full-time employees are
eligible to participate in the Company’s benefit program, which includes medical, dental and vision coverage for employees and their families;
provides income protection should employees become disabled and/or unable to work; and offers life and accidental death and dismemberment
insurance. The Company provides parental leaves to all new parents for birth, adoption, or foster placement. The Company also maintains
additional benefit programs to support the financial, mental, and physical well-being of its employees.
The Company’s employee salaries and wages are competitive and consistent with employee positions, performance, skill levels, experience,
knowledge and geographic location. Many employees are also eligible to receive long-term equity-based incentive compensation, which aligns
the interests of the Company’s employees with that of its shareholders.
The Company partners with multiple external industry experts to support and independently evaluate its total rewards programs. Job function
relative to salaries and wages are evaluated and benchmarked annually. The Company receives advice from such experts relating to global
benefits offerings and employee compensation to ensure alignment with its peers within the industry.
Diversity, Equity, and Inclusion
The Company believes that a culture of diversity and inclusion is a competitive advantage that fuels innovation and strengthens a company’s reputation.
The Company is committed to Diversity, Equity, and Inclusion (“DE&I”), and its culture is defined by its core values of Inspire, Ignite, and Involve. The
Company’s focus with respect to DE&I is to attract, retain, and engage a talented, inclusive and respected workforce. As a part of its ongoing commitment
to expanding its diverse and inclusive workforce, the Company has assembled a DE&I council of employees across levels, tenures and demographic
backgrounds to assist the Company in executing the four key pillars of its global DE&I strategy, which includes the following objectives:
•
•
•
•
Raise awareness and educate those around the Company on issues that are important to its people and its audiences.
Empower the Company’s people and leadership to be champions of diversity, equity and inclusion by rewarding positive behaviors and
encouraging frequent feedback and input.
Communicate and connect using inclusive and concise messages.
Ensure that equal opportunity and diversity of people is non-negotiable in how the Company attracts, selects, supports, develops and rewards its
people, and in whom IMAX chooses to partner with.
In 2021, the DE&I council hosted multiple Company-wide events and launched educational awareness campaigns that represent, support and spark
dialogue among the diverse communities that make up IMAX’s workforce. As of December 31, 2021, women represented approximately 36% of the
Company’s global workforce. The Company currently has one female director on the Board of Directors (13%) and five female members on the Company’s
management team of 17 (29%). Moreover, four members of the Company’s management team identify as ethnically diverse (24%).
16
Employee Health and Safety
Recognizing the various employee health and safety risks associated with the delivery of the world’s most immersive movie-going experience, the
Company has implemented a global program for workplace safety that ensures it has the necessary controls in place to keep its employees and visitors safe.
Employee health and safety is one of the Company’s top priorities. Risks to the health and safety of the Company’s employees are present in day-to-day
office work, building renovation, manufacturing, logistics, training, testing, research and development, and during the designing, installation and service of
the Company’s theaters around the world. Every employee at each IMAX location, workplace, business unit and department is responsible for participating
in workplace safety planning activities and managers are responsible for employee health and safety program implementation for their business function.
This effort is supported by a cross-functional Health and Safety team dedicated to employee health and safety and business continuity.
This continuous focus on and commitment to the health and safety of the Company’s employees has remained central to the Company’s continued
response to COVID-19. Specifically, the Company:
•
•
•
•
•
•
instituted a cross-functional Pandemic Response team to support decision making and implementation of COVID-19 response programs;
adopted mandatory vaccination policies in its facilities in the United States and Canada;
supported a virtual workplace and scheduling flexibility to provide a safe working environment;
developed an illness reporting process to encourage those who were ill to stay home and focus on their health;
increased communication with the introduction of a dedicated resource page on its intranet for information related to the understanding of
COVID-19, local resources, and access to mental well-being support; and
as work locations reopened, the Company took the following actions in accordance with health guidance of applicable jurisdictions:
o
o
o
increased cleaning protocol;
upgraded air filtration and ventilation systems;
provided access to personal protective equipment;
o mandated daily health screenings;
o
required social distancing and implemented flow of traffic requirements in the building; and
o modified workspaces to allow for social distancing and plexiglass protections where necessary.
AVAILABLE INFORMATION
The Company makes available, free of charge, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
and any amendments to such reports, as soon as reasonably practicable after such filings have been made with the United States Securities and Exchange
Commission (the “SEC”). Reports may be obtained free of charge through the SEC’s website at www.sec.gov and through the Company’s website at
www.imax.com or by calling the Company’s Investor Relations Department at 212-821-0100. No information included on the Company's website shall be
deemed included or otherwise incorporated into this Form 10-K, except where expressly indicated.
17
Item 1A. Risk Factors
Before you make an investment decision with respect to the Company’s common stock, you should carefully consider all of the information included in
this Form 10-K and the Company’s subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described below
and the risks and uncertainties related to "Forward Looking Statements," any of which could have a material adverse effect on the Company’s business,
results of operations, financial condition and the actual outcome of matters as to which forward looking statements are made in this annual report. The
following risk factors, which are not ranked in any particular order, should be read in conjunction with the balance of this annual report, including the
Consolidated Financial Statements and related notes. The risks described below are not the only ones the Company faces. Additional risks that the Company
deems immaterial or that are currently unknown to the Company may also impair its business or operations.
RISKS RELATED TO THE COMPANY’S BUSINESS AND OPERATIONS
The Company has experienced a significant decrease in its revenues, earnings, and cash flows due to the COVID-19 pandemic and its business,
financial condition and results of operations may continue to be significantly harmed in future reporting periods.
The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the
global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19,
including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close,
including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally
scheduled for release in 2020 and early 2021, including many scheduled to be shown in IMAX theaters, while several other films were released directly or
concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets
and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of COVID-19
cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to the
temporary closure of theaters or the imposition of capacity restrictions in certain markets. As such, there is no assurance that movie theaters will remain
open if there is a continued rise of or resurgence in COVID-19 cases in certain jurisdictions. As of December 31, 2021, 95% of the theaters in the global
IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United
States and Canada), 95% of the theaters in Greater China and 91% of the theaters in Rest of World markets.
The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a
lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as gross box office (“GBO”) results from theaters in the IMAX
network declined, the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed
or operating with reduced capacities. Given the uncertainty around when movie-going will return to historical levels, there is no guarantee that the effects of
the COVID-19 pandemic will end even after theaters are reopened. The timing and extent of a recovery of consumer behavior and willingness to spend
discretionary income on movie-going may delay the Company’s ability to generate significant revenue from GBO generated by its exhibitor customers until
consumer behavior normalizes and consumer spending recovers.
In 2020 and 2021, the Company applied for and received wage subsidies, tax credits and other financial support under COVID-19 relief legislation that
has been enacted in the countries in which it operates. There are no guarantees that the Company will apply for or receive such benefits in the future or that
the Company will receive any additional material financial support through these or other programs that may be created, expanded, or implemented by
governments in the countries in which the Company operates.
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As a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of pandemic-related theater closures, the
Company has experienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response,
beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by
waiving or reducing maintenance fees during periods when theaters were closed or operating with reduced capacities and, in certain situations, by providing
extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or
lease arrangement. However, certain of the Company’s exhibitor partners that had reopened theaters have temporarily suspended operations of their theater
network in certain jurisdictions and other exhibitor partners have reduced their theaters’ operating hours, which may exacerbate existing financial
difficulties. The Company’s exhibitor partners may continue to experience operational and/or financial difficulties if the COVID-19 pandemic continues or
consumers change their behavior and consumption patterns in response to the prolonged suspension of movie-going, or for other reasons, which would
further increase the risks associated with payments due under existing agreements with the Company. The ability of such partners to make payments cannot
be guaranteed and is subject to changing economic circumstances. Further, the Company has had to delay certain theater system installations from backlog
and may be required to further delay or cancel such installations in the future. As a result, the Company’s future revenues and cash flows may be adversely
affected.
Given the dynamic nature of the circumstances, while the Company has been negatively impacted as of the date of filing of this report, it is difficult to
predict the full extent of the adverse impact of the COVID-19 pandemic on the Company’s financial condition, liquidity, business and results of operations
in future reporting periods. The extent and duration of such impact on the Company will depend on future developments, including, but not limited to, the
duration and scope of the pandemic, the emergence, spread and severity of variants of the virus, the progress made on administering vaccines and
developing treatment and the effectiveness of such vaccines and treatments, the progress towards the resumption of normal operations of movie theaters
worldwide and their return to historical levels of attendance, the timing of when new films are released, consumer behavior, the solvency of the Company’s
exhibitor partners, their ability to make timely payments, any potential construction or installation delays involving our exhibitor partners, the continuing
impact of the pandemic on global economic conditions and ongoing government responses to the pandemic. Such events are highly uncertain and cannot be
accurately forecast. Moreover, there can be no guarantees that the Company’s liquidity needs will not increase materially as the COVID-19 pandemic
continues. In addition, liquidity needs as well as other changes to the Company’s business and operations may impact the Company’s ability to maintain
compliance with certain covenants under the Company’s credit agreement with Wells Fargo Bank (see Note 14 of Notes to Consolidated Financial
Statements in Part II, Item 8). The Company may also be subject to impairment losses based on long-term estimated projections. These estimates and the
likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes. Actual results may differ
materially from management’s estimates, especially due to the uncertainties associated with the COVID-19 pandemic. If business conditions deteriorate
further, or should they remain depressed for a more prolonged period of time, management’s estimates of operating results and future cash flows for
reporting units may be insufficient to support the goodwill assigned to them, thus requiring impairment charges. Estimates related to future expected credit
losses and deferred tax assets, as well as the recoverability of equipment supporting joint revenue sharing arrangements and the realization of variable
consideration assets, could also be materially impacted by changes in estimates in the future.
The COVID-19 pandemic and public health measures implemented to contain it may also have the effect of heightening many of the other risks
described in this Form 10-K, including, but not limited to, risks relating to harm to the Company’s key personnel, diverting management’s resources and
time to addressing the impacts of COVID-19, which may negatively affect the Company’s ability to implement its business plan and pursue certain
opportunities, potential impairments, the effectiveness of the Company’s internal control of financial reporting, cybersecurity and data privacy risks due to
employees working from home, and risks of increased indebtedness under the Company’s revolving credit facility with Wells Fargo Bank, including the
Company’s ability to seek waivers of covenants or to refinance any of the Company’s borrowings, among others (see Note 14 of Notes to Consolidated
Financial Statements in Part II, Item 8). The longer the COVID-19 pandemic and associated protective measures persist, the more severe the extent of the
adverse impact of the pandemic on the Company is likely to be.
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General political, social and economic conditions can affect the Company’s business by reducing both revenues generated from existing IMAX
Theater Systems and the demand for new IMAX Theater Systems.
The Company’s success depends in part on general political, social and economic conditions and the willingness of consumers to purchase tickets to
IMAX movies. If movie-going becomes less popular globally, the Company’s business could be adversely affected, especially if such a decline occurs in
Greater China. In addition, the Company’s operations could be adversely affected if consumers' discretionary income globally or in a particular geography
falls as a result of an economic downturn resulting from the COVID-19 pandemic or otherwise, as a result of increased inflation, or for any other reason.
Such adverse impact on consumer’s discretionary income could result in a shift in consumer demand away from movie-going. In recent years, the majority
of the Company’s revenue has been directly derived from the box office results of its exhibitor partners. Accordingly, a decline in attendance at commercial
IMAX theaters could materially and adversely affect several sources of key revenue streams for the Company.
The Company also depends on the sale and lease of IMAX Theater Systems to commercial movie exhibitors to generate revenue. Commercial movie
exhibitors generate revenues from consumer attendance at their theaters, which depends on the willingness of consumers to visit movie theaters and spend
discretionary income at movie theaters. In the event of declining box office and concession revenues, commercial exhibitors may be less willing to invest
capital in new IMAX theaters. In addition, a significant portion of theaters in the Company’s backlog are expected to be installed in newly built multiplexes.
An economic downturn could impact developers’ ability to secure financing and complete the buildout of these locations, thereby negatively impacting the
Company’s ability to grow its theater network.
The success of the IMAX network is directly related to the availability and success of IMAX DMR films, and other films released to the IMAX
network, as well as the continued purchase or lease of IMAX Theater Systems and other support by movie exhibitors, for which there can be no
guarantee.
An important factor affecting the growth and success of the IMAX network is the availability and strategic selection of films for IMAX theaters and the
box office performance of such films. The Company itself produces only a small number of such films and, as a result, the Company relies principally on
films produced by third-party filmmakers and studios, including both Hollywood and local language features converted into the Company’s format. In 2021,
63 IMAX films were released to the Company’s global theater network. There is no guarantee that filmmakers and studios will continue to release films to
the IMAX network, or that the films selected for release to the IMAX network will be commercially successful. The Company is directly impacted by the
commercial success and box office results of the films released to the IMAX network through its joint revenue sharing arrangements, as well as through the
percentage of the box office receipts the Company receives from the studios releasing IMAX films, and the Company’s continued ability to secure films,
find suitable partners for joint revenue sharing arrangements and to sell IMAX Theater Systems. The commercial success of films released to IMAX
theaters depends on a number of factors outside of the Company’s control, including whether the film receives critical and consumer acclaim, the timing of
its release, the success of the marketing efforts of the studio releasing the film, consumer preferences and trends in cinema attendance. Moreover, films can
be subject to delays in production or changes in release schedule, which can negatively impact the number, timing and quality of IMAX films released to the
Company’s global theater network.
In addition, as the Company’s international network has expanded, the Company has signed deals with studios in other countries to convert their films to
the Company’s format and release them to IMAX theaters. The Company may be unable to select films which will be successful in international markets or
may be unsuccessful in selecting the right mix of Hollywood and local language films for a particular country or region, notably Greater China, the
Company’s largest market. Also, conflicts in international release schedules may make it difficult to release every IMAX film in certain markets.
The Company depends principally on commercial movie exhibitors to purchase or lease IMAX Theater Systems, to supply box office revenue under joint
revenue sharing arrangements and under its sales and sales-type lease agreements and to supply venues in which to exhibit IMAX films. The Company can
make no assurances that exhibitors will continue to do any of these things.
The Company is unable to predict the pace at which exhibitors will purchase or lease IMAX Theater Systems or enter into joint revenue sharing
arrangements with the Company, or whether any of the Company’s existing exhibitor customers will continue to do any of the foregoing. If exhibitors
choose to reduce their levels of expansion, negotiate less favorable economic terms, or decide not to enter into transactions with the Company, the
Company’s revenues would not increase at an anticipated rate and motion picture studios may be less willing to convert their films into the Company’s
format for exhibition in commercial IMAX theaters. As a result, the Company’s future revenues and cash flows could be adversely affected.
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The Company is undertaking brand extensions and new business initiatives, and the Company’s investments and efforts in such business evolution
may not be successful.
The Company is undertaking brand extensions and new business initiatives. These initiatives represent new areas of growth for the Company and could
include the offering of new products and services that may not be accepted by the market. The Company has recently explored initiatives in the fields of
original content and in-home entertainment technology, both of which are intensely competitive businesses and which are dependent on consumer demand,
over which the Company has no control. The Company is also exploring new technologies to connect the IMAX network to facilitate bringing more unique
content, including broadcasts of live events, to IMAX theater audiences. If any new brand extensions and business initiatives in which the Company invests
or attempts to develop does not progress as planned, the Company may be adversely affected by investment expenses that have not led to the anticipated
results, by write-downs of its assets, by the distraction of management from its core business or by damage to its brand or reputation.
In addition, these initiatives may involve the formation of joint ventures and business alliances. While the Company seeks to employ the optimal
structure for each such business alliance, the alliance may require a high level of cooperation with and reliance on the Company’s partners and there is a
possibility that the Company may have disagreements with a relevant partner with respect to financing, technological management, product development,
management strategies or otherwise. Any such disagreement may cause the joint venture or business alliance to be terminated.
The Company faces cyber-security and similar risks, which could result in the disclosure, theft, or loss of confidential or other proprietary
information, including intellectual property, damage to the Company’s brand and reputation, legal exposure and financial losses. The Company must
also comply with a variety of data privacy regulations and failure to comply with such regulations may affect the Company’s financial performance.
The nature of the Company’s business involves access to and storage of confidential and proprietary content and other information, including its own
intellectual property and the intellectual property of certain movie studios or partners it may work with, as well as certain information regarding the
Company’s customers, employees, licensees, and suppliers. Although the Company maintains robust procedures, internal policies and technological security
measures to safeguard such content and information, as well as a cyber-security insurance policy, the Company’s information technology systems, and the
information technology systems of our current or future third-party vendors, collaborators, consultants and service providers, could be penetrated by internal
or external parties intent on extracting information, corrupting information, stealing intellectual property or trade secrets, or disrupting business processes.
Information security risks have increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of
perpetrators of cyber-attacks. The Company’s information technology infrastructure may be vulnerable to such attacks, including through the use of
malware, software bugs, computer viruses, ransomware, social engineering, and denial of service. It is possible that such attacks could compromise the
Company’s security measures or the security measures of parties with whom the Company does business. Because the techniques that may be used to
circumvent the Company’s safeguards change frequently and may be difficult to detect, the Company may be unable to anticipate any new techniques or
implement sufficient preventive security measures. The Company seeks to monitor such attempts and incidents and to prevent their recurrence through
modifications to the Company’s internal procedures and information technology infrastructure and provides information security training and compliance
program to its employees on an annual basis, but in some cases preventive action might not be successful. Moreover, the development and maintenance of
these security measures may be costly and will require ongoing updates as technologies evolve and techniques to overcome the Company’s security
measures become more sophisticated. Any such attack or unauthorized access could result in a disruption of the Company’s operations, the theft,
unauthorized use or publication of confidential or proprietary information of the Company or its customers, employees, licensees or suppliers, a reduction of
the revenues the Company is able to generate from its operations, damage to the Company’s brand and reputation, a loss of confidence in the security of the
Company’s business and products, and significant legal and financial exposure, each of which could potentially have an adverse effect on the Company’s
business.
In addition, a variety of laws and regulations at the international, national, and state level govern the Company’s collection, use, protection and
processing of personal data. These laws, including the General Data Protection Regulation and the California Consumer Privacy Act, are constantly
evolving and may result in increasing regulatory oversight and public scrutiny in the future. The Company’s actual or perceived failure to comply with such
laws and regulations could result in fines, investigations, enforcement actions, penalties, sanctions, claims for damages by affected individuals, and damage
to the Company’s reputation, among other negative consequences, any of which could have a material adverse effect on its financial performance.
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RISKS RELATED TO THE COMPANY’S INTERNATIONAL OPERATIONS
The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales, and
future growth prospects.
A significant portion of the GBO generated by the Company’s exhibitor customers and its revenues are generated by customers located outside the
United States and Canada. Approximately 70%, 77%, and 66% of the Company’s revenues were derived outside of the United States and Canada in 2021,
2020 and 2019, respectively. As of December 31, 2021, approximately 74% of IMAX Theater Systems in backlog are scheduled to be installed in
international markets. The Company’s network spanned 87 different countries as of December 31, 2021, and the Company expects its international
operations to continue to account for an increasingly significant portion of its future revenues. There are a number of risks associated with operating in
international markets that could negatively affect the Company’s operations, sales and future growth prospects. These risks include:
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new restrictions on access to markets, both for IMAX Theater Systems and films;
unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements, including censorship of
content that may restrict what films the Company’s theaters can present;
fluctuations in the value of various foreign currencies versus the U.S. Dollar and potential currency devaluations;
new tariffs, trade protection measures, import or export licensing requirements, trade embargoes, sanctions, and other trade barriers;
difficulties in obtaining competitively priced key commodities, raw materials, and component parts from various international sources that are
needed to manufacture quality products on a timely basis;
imposition of foreign exchange controls in foreign jurisdictions;
dependence on foreign distributors and their sales channels;
reliance on local partners, including in connection with joint revenue sharing arrangements;
difficulties in staffing and managing foreign operations;
inability to complete installations of IMAX Theater Systems, including as a result of material disruptions or delays in the Company’s supply
chains, or collect full payment on installations thereof;
local business practices that can present challenges to compliance with applicable anti-corruption and bribery laws;
difficulties in establishing market-appropriate pricing;
less accurate and/or less reliable box office reporting;
adverse changes in foreign government monetary and/or tax policies, and/or difficulties in repatriating cash from foreign jurisdictions (including
with respect to China, where approval of the State Administration of Foreign Exchange is required);
poor recognition of intellectual property rights;
difficulties in enforcing contractual rights;
inflation;
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requirements to provide performance bonds and letters of credit to international customers to secure system component deliveries;
harm to the IMAX brand from operating in countries with records of controversial government action, including human rights abuses; and
political, economic and social instability, which could result in adverse consequences for the Company’s interests in different regions of the
world (including with respect to Russia, in connection with its conflict with Ukraine).
In addition, changes in United States or Canadian foreign policy can present additional risks or uncertainties as the Company continues to expand its
international operations. Opening and operating theaters in markets that have experienced geopolitical or sociopolitical unrest or controversy, including
through partnerships with local entities, exposes the Company to the risks listed above, as well as additional risks of operating in a volatile region. Such
risks may negatively impact the Company’s business operations in such regions and may also harm the Company’s brand. Moreover, a deterioration of the
diplomatic relations between the United States or Canada and a given country may impede the Company’s ability to operate theaters in such countries and
have a negative impact on the Company’s financial condition and future growth prospects.
The Company faces risks in connection with its significant presence in China and the continued expansion of its business there.
Greater China is the Company’s largest market by revenue, with approximately 44% of overall revenues generated from its Greater China operations in
2021. As of December 31, 2021, the Company had 783 theaters operating in Greater China with an additional 215 theaters in backlog, which represent 44%
of the Company’s current backlog. Of the IMAX Theater Systems currently scheduled to be installed in Greater China, 67% are under joint revenue sharing
arrangements, which further increases the Company’s ongoing exposure to box office performance in this market.
The China market faces a number of risks, including changes in laws and regulations, currency fluctuations, increased competition, and changes in
economic conditions, including the risk of an economic downturn or recession, trade embargoes, restrictions or other barriers, as well as other conditions
that may impact the Company’s exhibitor and studio partners, and consumer spending. The worsening of U.S.–China political tensions could exacerbate any
or all of these risks, and adverse developments in any of these areas could impact the Company’s future revenues and cash flows and could cause the
Company to fail to achieve anticipated growth.
The Company does not believe that it is currently required to obtain any permission or approval from the China Securities Regulatory Commission, the
Cyberspace Administration of China or any other regulatory authority in the People’s Republic of China (“PRC”) for its operations, but there can be no
assurance that such permissions or approvals would not be required in the future and, if required, that they would be granted in a timely manner, on
acceptable terms, or at all. Furthermore, PRC regulators, including the Cyberspace Administration of China, the Ministry of Industry and Information
Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection. Regulatory requirements
concerning data protection and cybersecurity in the PRC, as well as other requirements concerning operations of foreign businesses in the PRC, are
evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations
become applicable to the Company, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the
enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.
Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates both the
scope of the Company’s continued expansion in China and the business conducted by it within China. For instance, the Chinese government regulates the
number, timing, and terms of Hollywood films released to the China market. A number of prominent Hollywood films were denied release dates in China in
2020 and 2021, including several films released in IMAX format in other markets. The Company cannot provide assurance that the Chinese government
will continue to permit the release of Hollywood IMAX films in China or that the timing or number of IMAX releases will be favorable to the Company.
There are also uncertainties regarding the interpretation and application of laws and regulations and the enforceability of intellectual property and contract
rights in China. If the Company were unable to navigate China’s regulatory environment, or if the Company were unable to enforce its intellectual property
or contract rights in China, the Company’s business could be adversely impacted.
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The Company may experience adverse effects due to exchange rate fluctuations.
A substantial portion of the Company’s revenues are denominated in U.S. Dollars, while a substantial portion of its expenses are denominated in
Canadian Dollars. The Company also generates revenues in Chinese Yuan Renminbi, Euros and Japanese Yen. While the Company periodically enters into
forward contracts to hedge its exposure to exchange rate fluctuations between the U.S. and the Canadian Dollar, the Company may not be successful in
reducing its exposure to these fluctuations. The use of derivative contracts is intended to mitigate or reduce transactional level volatility in the results of
foreign operations, but does not completely eliminate volatility. Even in jurisdictions in which the Company does not accept local currency or requires
minimum payments in U.S. Dollars, significant local currency issues may impact the profitability of the Company’s arrangements with its customers, which
ultimately affect the ability to negotiate cost-effective arrangements and, therefore, the Company’s results of operations. In addition, because IMAX films
generate box office revenue in 87 different countries, unfavorable exchange rates between applicable local currencies and the U.S. Dollar could affect the
GBO generated by exhibitors and the Company’s reported revenues, further impacting the Company’s results of operations.
RISK RELATED TO THE COMPANY’S INDUSTRY AND COMPETITIVE ENVIRONMENT
Consolidation among commercial exhibitors and studios reduces the breadth of the Company’s customer base, and could result in a narrower market
for the Company’s products and reduced negotiating leverage. A deterioration in the Company’s relationship with key partners could materially and
adversely affect the Company’s business, financial condition or results of operation. In addition, an adverse economic impact on a significant
customer’s business operations could have a corresponding material adverse effect on the Company.
The Company’s primary customers are commercial multiplex exhibitors. The commercial exhibition industry has undergone significant consolidation,
including AMC’s acquisition of Carmike Cinemas and Odeon & UCI Cinemas Group, which includes Nordic Cinema Group, in 2016. In recent years, the
industry has continued to consolidate, as evidenced by Cineworld Group’s acquisition of Regal Entertainment Group in 2018. Exhibitor concentration has
resulted in certain exhibitor chains constituting a material portion of the Company’s network and revenue. For instance, although Wanda sold its controlling
interest in AMC in 2021, it continues to be the Company’s largest exhibitor customer, representing approximately 10% of the Company’s total revenues in
2021. As of December 31, 2021, through the Company’s partnership with Wanda, there are 369 IMAX Theater Systems operational in Greater China and
Wanda represented approximately 22% of the commercial network and 4% of the Company’s backlog. The share of the Company’s revenue that is
generated by Wanda is expected to continue to grow as the number of Wanda theater systems currently in backlog are opened. No assurance can be given
that significant customers such as Wanda will continue to purchase IMAX Theater Systems and/or enter into joint revenue sharing arrangements with the
Company and if so, whether contractual terms will be affected. If the Company does business with Wanda or other large exhibitor chains less frequently or
on less favorable terms than currently, the Company’s business, financial condition or results of operations may be adversely affected. In addition, an
adverse economic impact on a significant customer’s business operations could have a corresponding material adverse effect on the Company.
The Company also receives revenues from studios releasing IMAX films. Hollywood studios have also experienced consolidation, as evidenced by the
Walt Disney Company’s acquisition of certain studio assets from Twenty First Century Fox in 2019. Studio consolidation could result in individual studios
comprising a greater percentage of the Company’s film slate and overall IMAX DMR revenue, and could expose the Company to the same risks described
above in connection with exhibitor consolidation.
Failure to respond adequately or in a timely fashion to changes and advancements in digital technology could negatively affect the Company’s
business.
There have been a number of advancements in the digital cinema field in recent years. In order to keep pace with these changes and in order to continue
to provide an experience that is premium to and differentiated from conventional cinema experiences, the Company has made, and expects to continue to
make, significant investments in digital technology in the form of research and development and the acquisition of third-party intellectual property and/or
proprietary technology. A significant portion of the Company’s recent research and development efforts have been focused on its laser-based projection
systems, which began rolling out to the largest theaters in the IMAX network at the end of 2014. Since then, the Company has continued research and
development aimed at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers. The process of
developing new technologies is inherently uncertain and subject to certain factors that are outside of the Company’s control, including reliance on third-
party partners and suppliers, and the Company can provide no assurance its investments will result in commercially viable advancements to the Company’s
existing products or in commercially successful new products, or that any such advancements or products will improve upon existing technology or will be
developed within the timeframe expected.
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The introduction of new, competing products and technologies could harm the Company’s business.
The out-of-home entertainment industry is very competitive, and the Company faces a number of competitive challenges. The Company faces
competition both in the form of technological advances in in-home entertainment, as well as those within the theater-going experience. For example,
according to the National Association of Theater Owners and the Movie Theater Association of Canada, as of December 31, 2020, there were approximately
43,800 conventional-sized screens in North American commercial multiplexes. In addition, exhibitors and entertainment technology companies have
introduced their own branded, large-screen 3D auditoriums or other proprietary theater systems, and in many cases have marketed those auditoriums or
theater systems as having similar quality or attributes as an IMAX Theater System. The Company may continue to face competition in the future from
companies in the entertainment industry with new technologies and/or substantially greater capital resources to develop and support them. If the Company is
unable to continue to deliver a premium movie-going experience, or if other technologies surpass those of the Company, the Company may be unable to
continue to produce theater systems which are premium to, or differentiated from, other theater systems.
As noted above, the Company faces in-home competition from a number of alternative motion picture distribution channels such as home video, pay-per-
view, streaming services, video-on-demand, internet, and broadcast and cable television. The average exclusive theatrical release window for Hollywood
titles has decreased over the years and there can be no assurance that this release window, which is determined by the movie studios, will not shrink further,
which could have an adverse impact on the Company’s business and results of operations. In addition, as a result of the COVID-19 pandemic and related
movie theater closures, in 2020 and 2021, a number of films were released directly or concurrently to streaming services the same day as to theaters. In the
third quarter of 2021, many major film studios recommitted to exclusive theatrical releases for blockbuster movies. However, there can be no assurance that
direct or concurrent release to streaming services will not resume or increase in the future, intensifying in-home competition. The Company further
competes for the public’s leisure time and disposable income with other forms of entertainment, including gaming, sporting events, concerts, live theater,
social media, and restaurants.
If the Company is unable to continue to produce a differentiated theater experience, consumers may be unwilling to pay the price premiums associated
with the cost of IMAX theater tickets and box office performance of IMAX films may decline. Declining box-office performance of IMAX films could
materially and adversely harm the Company’s business and prospects.
The Company may not be able to adequately protect its intellectual property, and competitors could misappropriate its technology or brand, which
could weaken its competitive position.
The Company depends on its proprietary knowledge regarding IMAX Theater Systems and digital and film technology. The Company relies principally
upon a combination of copyright, trademark, patent and trade secret laws, restrictions on disclosures and contractual provisions to protect its proprietary and
intellectual property rights. These laws and procedures may not be adequate to prevent unauthorized parties from attempting to copy or otherwise obtain the
Company’s processes and technology or deter others from developing similar processes or technology, which could weaken the Company’s competitive
position and require the Company to incur costs to secure enforcement of its intellectual property rights. The protection provided to the Company’s
proprietary technology by the laws of foreign jurisdictions may not protect it as fully as the laws of Canada or the United States. The lack of protection
afforded to intellectual property rights in certain international jurisdictions may be increasingly problematic given the extent to which future growth of the
Company is anticipated to come from foreign jurisdictions. Finally, some of the underlying technologies of the Company’s products and system components
are not covered by patents or patent applications.
The Company owns patents issued and patent applications pending, including those covering its digital projector, digital conversion technology and laser
illumination technology. The Company’s patents are filed in the United States, often with corresponding patents or filed applications in other jurisdictions,
such as Canada, China, Belgium, Japan, France, Germany, and the United Kingdom. The patent applications pending may not be issued or the patents may
not provide the Company with any competitive advantage. The patent applications may also be challenged by third parties. Several of the Company’s issued
patents for improvements to IMAX projection system components expire between 2022 and 2038. If the Company’s patent claims are rendered invalid or
unenforceable, or narrowed in scope, the patent coverage afforded the Company’s products and services could be impaired, which could negatively affect its
competitive position. In addition, competitors and other third parties may be able to circumvent or design around the Company’s patents and may develop
and obtain patent protection for more effective technologies. If these developments were to occur, it could have an adverse effect on the Company’s sales or
market position.
Any claims or litigation initiated by the Company to protect its proprietary technology could be time consuming, costly, and divert the attention of its
technical and management resources. If the Company chooses to go to court to stop a third party from infringing its intellectual property, that third party
may ask the court to rule that the Company’s intellectual property rights are invalid and/or should not be enforced against that third party.
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The Company relies upon trade secrets and other confidential and proprietary know how to develop and maintain the Company’s competitive position.
While it is the Company’s policy to enter into agreements imposing nondisclosure and confidentiality obligations upon its employees and third parties to
protect the Company’s intellectual property, these obligations may be breached, may not provide meaningful protection for the Company’s trade secrets or
proprietary know how, or adequate remedies may not be available in the event of an unauthorized access, use or disclosure of the Company’s trade secrets
and know how. Furthermore, despite the existence of such nondisclosure and confidentiality agreements, or other contractual restrictions, the Company may
not be able to prevent the unauthorized disclosure or use of its confidential proprietary information or trade secrets by consultants, vendors and employees.
In addition, others could obtain knowledge of the Company’s trade secrets through independent development or other legal means.
The IMAX brand stands for the highest quality and most immersive entertainment experiences. Protecting the IMAX brand is a critical element in
maintaining the Company’s relationships with studios and its exhibitor clients and building and maintaining brand loyalty and recognition. Though the
Company relies on a combination of trademark and copyright law as well as its contractual provisions to protect the IMAX brand, those protections may not
be adequate to prevent erosion of the brand over time, particularly in foreign jurisdictions. Erosion of the brand could threaten the demand for the
Company’s products and services and impair its ability to grow future revenue streams. In addition, if any of the Company’s registered or unregistered
trademarks, trade names or service marks is challenged, infringed, circumvented or declared generic or determined to be infringing on other marks, it could
have an adverse effect on the Company’s sales or market position.
The Company may be subject to claims of infringement of third-party intellectual property rights that are costly to defend, result in the diversion of
management’s time and efforts, require the payment of damages, limit the Company’s ability to use particular technologies in the future or prevent the
Company from marketing its existing or future products and services.
The Company’s commercial success will depend in part on not infringing, misappropriating, or violating the intellectual property rights of others. A third
party could assert a claim against the Company for alleged infringement of its patent, copyright, trademark, or other intellectual property rights, including in
relation to technologies that are important to the Company’s business. The Company may not be aware of whether its products or services do or will infringe
existing or future patents or the intellectual property rights of others. In addition, there can be no assurance that one or more of The Company’s competitors
who have developed competing technologies or the Company’s other competitors will not be granted patents for their technology and allege that the
Company has infringed.
Any claims that the Company’s business infringes the intellectual property rights of others, regardless of the merit or resolution of such claims, could
entail significant costs in responding to, defending, and resolving such claims. An adverse determination in any intellectual property claim could require the
Company to pay damages and/or stop using its technologies, trademarks, copyrighted works, and other material found to be in violation of another party’s
rights and could prevent the Company from licensing its technologies to others unless we enter into royalty or licensing arrangements with the prevailing
party or are able to redesign our products and services to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there
can be no assurance that the Company would be able to redesign its services in a way that would not infringe the intellectual property rights of others. Any
payments the Company is required to make and any injunction the Company is required to comply with as a result of any infringement could harm its
reputation and financial results.
RISKS RELATED TO THE COMPANY’S REVENUES, EARNINGS, AND FINANCIAL POSITION
The Company’s operating results and cash flow can vary substantially from period to period and could increase the volatility of its share price.
The Company’s operating results and cash flow can fluctuate substantially from period to period. In particular, fluctuations in IMAX Theater System
installations and GBO performance of IMAX films can materially affect operating results. Factors that have affected the Company’s operating results and
cash flow in the past, and are likely to affect its operating results and cash flow in the future, include, among other things:
•
•
•
the timing of signing and installation of new IMAX Theater Systems (particularly for installations in newly-built multiplexes, which can result
in delays that are beyond the Company’s control);
the timing and commercial success of films distributed to the Company’s theater network;
the demand for, and acceptance of, the Company’s products and services;
26
•
•
•
•
•
•
•
•
•
the recognition of revenue of sales and sales-type leases;
the classification of leases as sales-type versus operating;
the volume of orders received and that can be filled in the quarter;
the level of its sales backlog;
the signing of film distribution agreements;
the financial performance of IMAX theaters operated by the Company’s customers;
financial difficulties faced by customers, particularly customers in the commercial exhibition industry;
the magnitude and timing of spending in relation to the Company’s research and development efforts and related investments, as well as new
business initiatives; and
the number and timing of joint revenue sharing arrangement installations, related capital expenditures, and timing of related cash receipts.
Most of the Company’s operating expenses are fixed in the short term. The Company may be unable to rapidly adjust its spending to compensate for any
unexpected shortfall in sales, joint revenue sharing arrangements revenue or IMAX DMR revenue, which would harm operating results for a particular
period.
The Company’s theater system revenue can vary significantly from its cash flows under IMAX Theater System sales or lease agreements.
The Company’s theater system revenue can vary significantly from the associated cash flows. The Company often provides financing to customers for
IMAX Theater Systems on a long-term basis through long-term sale or lease arrangements. The terms of leases or financing receivables are typically 10 to
12 years. The sale and sales-type lease agreements for IMAX Theater Systems typically provide for three major sources of cash flow:
•
•
•
initial fees, which are paid in installments generally commencing upon the signing of the agreement until installation of the IMAX Theater
System;
ongoing fees, which are paid monthly after the IMAX Theater System has been installed and are generally equal to the greater of a fixed
minimum amount per annum and a percentage of box office receipts; and
ongoing annual maintenance and extended warranty fees, which are generally payable commencing in the second year of theater operations.
Initial fees generally make up the vast majority of cash received under IMAX Theater System sales or sales-type lease agreements for a theater
arrangement.
For sales and sales-type leases, the revenue recorded is generally equal to the sum of initial fees and the present value of any future initial payments, and
fixed minimum ongoing payments. Sales arrangements also include an estimate of future variable consideration due under the agreement. Cash received
from initial fees in advance of meeting the revenue recognition criteria for the IMAX Theater Systems is recorded as deferred revenue.
Leases that do not transfer substantially all of the benefits and risks of ownership to the customer are classified as operating leases. For these leases,
initial fees and fixed minimum ongoing payments are recognized as revenue on a straight-line basis over the lease term. Contingent payments in excess of
fixed minimum ongoing payments are recognized as revenue when reported by theater operators, provided collectability is reasonably assured.
As a result of the above, the revenue set forth in the Company’s Consolidated Financial Statements does not necessarily correlate with the Company’s
cash flow or cash position. Revenues include the present value of future contracted cash payments and there is no guarantee that the Company will receive
such payments under its lease and sale agreements if its customers default on their payment obligations.
27
The Company may not convert all of its backlog into revenue and cash flows.
As of December 31, 2021, the Company’s backlog included 489 IMAX Theater Systems, consisting of 173 IMAX Theater Systems under sales or lease
arrangements and 316 IMAX Theater Systems under joint revenue sharing arrangements. The Company lists signed contracts for IMAX Theater Systems
for which revenue has not been recognized as backlog prior to the time of revenue recognition. The total value of the backlog represents all signed IMAX
Theater System sale or lease agreements that are expected to be recognized as revenue in the future and includes initial fees along with the estimated present
value of contractual ongoing fees due over the term, and a variable consideration estimate for the IMAX Theater Systems under sales arrangements, but it
excludes amounts allocated to maintenance and extended warranty revenues. Notwithstanding the legal obligation to do so, some of the Company’s
customers with which it has signed contracts may not accept delivery of IMAX Theater Systems that are included in the Company’s backlog. An economic
downturn may exacerbate the risk of customers not accepting delivery of IMAX Theater Systems. Any reduction in backlog could adversely affect the
Company’s future revenues and cash flows. In addition, customers with theater system obligations in backlog sometimes request that the Company agree to
modify or reduce such obligations, which the Company has agreed to do in the past under certain circumstances. Customer-requested delays in the
installation of IMAX Theater Systems in backlog remain a recurring and unpredictable part of the Company’s business.
The Company’s inability to enter into renewals of new sales and lease agreements on favorable terms or at all would adversely affect its cash flows
and operating results.
Approximately 9% of the Company’s sales and lease agreements are due to expire in the next 12 months. If these agreements are not renewed, or if the
Company is unable to enter into new leases agreements comparable to those currently in effect in a timely manner, then the Company’s theater revenue
could be adversely affected. Although the Company has not been informed by any client of its intention not to renew an expiring sales or lease agreement,
there can be no assurance that the expiring sales and lease agreements will be renewed or new agreements will be entered into on favorable terms, in a
timely manner or at all.
The Company’s revenues from existing customers are derived in part from financial reporting provided by its customers, which may be inaccurate or
incomplete, resulting in lost or delayed revenues.
The Company’s revenue under its joint revenue sharing arrangements, a portion of the Company’s payments under lease or sales arrangements and its
film distribution fees are based upon financial reporting provided by its customers. If such reporting is inaccurate, incomplete, or withheld, the Company’s
ability to receive the appropriate payments it is owed in a timely fashion may be impaired. The Company’s contractual ability to audit IMAX theaters may
not rectify payments lost or delayed as a result of customers not fulfilling their contractual obligations with respect to financial reporting.
There is collection risk associated with payments to be received over the terms of the Company’s theater system agreements.
The Company is dependent in part on the viability of its exhibitors for collections under long-term leases, sales financing agreements, and joint revenue
sharing arrangements. Exhibitors or other operators may experience financial difficulties that could cause them to be unable to fulfill their contractual
payment obligations to the Company. As a result, the Company’s future revenues and cash flows could be adversely affected.
The Company may be subject to impairment losses on its film assets if such assets do not meet management’s estimates of total revenues.
The Company amortizes its film assets, including IMAX DMR costs capitalized using the individual film forecast method, whereby the costs of film
assets are amortized and participation costs are accrued for each film in the ratio of revenues earned in the current period to management’s estimate of total
revenues ultimately expected to be received for that title. Management regularly reviews, and revises when necessary, its estimates of ultimate revenues on a
title-by-title basis, which may result in a change in the rate of amortization of the film assets and write-downs or impairments of film assets. Results of
operations in future years will include the amortization of the Company’s film assets and may be significantly affected by periodic adjustments in
amortization rates.
The Company may be subject to impairment losses on its inventories if they become obsolete.
The Company records write-downs for excess and obsolete inventory based upon current estimates of future events and conditions, including the
anticipated installation dates for the current backlog of theater system contracts, technological developments, signings in negotiation and anticipated market
acceptance of the Company’s current and pending IMAX Theater Systems.
28
If the Company’s goodwill or long-lived assets become impaired, the Company may be required to record a significant charge to earnings.
Under United States Generally Accepted Accounting Principles (“U.S. GAAP”), the Company reviews its long-lived assets for impairment when events
or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be qualitatively assessed at least annually and when
events or changes in circumstances arise or can be quantitatively tested for impairment. Factors that may be considered a change in circumstances include
(but are not limited to) a decline in stock price and market capitalization, declines in future cash flows, and slower growth rates in the Company’s industry.
The Company may be required to record a significant charge to earnings in its financial statements during the period in which any impairment of its
goodwill or long-lived assets is determined.
RISKS RELATED TO THE COMPANY’S COMMON SHARES
The market price for the Company’s common shares has historically been volatile and declines in market price, including as a result of a market
downturn resulting from the COVID-19 pandemic or otherwise, may negatively affect its ability to raise capital, issue debt, secure customer business,
and retain employees.
The Company is listed on the New York Stock Exchange (“NYSE”) and its publicly traded shares have in the past experienced, and may continue to
experience, significant price and volume fluctuations. This market volatility could reduce the market price of its common shares, regardless of the
Company’s operating performance. A decline in the capital markets generally, or an adjustment in the market price or trading volumes of the Company’s
publicly traded securities, may negatively affect its ability to raise capital, issue debt, secure customer business or retain employees. These factors, as well as
general economic and geopolitical conditions, may have a material adverse effect on the market price of the Company’s publicly traded securities.
Because the Company is incorporated in Canada, it may be difficult for plaintiffs to enforce against the Company liabilities based solely upon United
States federal securities laws.
The Company is incorporated under the federal laws of Canada, some of its directors and officers are residents of Canada and a substantial portion of its
assets and the assets of such directors and officers are located outside the United States. As a result, it may be difficult for United States plaintiffs to effect
service within the United States upon those directors or officers who are not residents of the United States, or to obtain or enforce against them or the
Company judgments of United States courts predicated solely upon civil liability under the United States federal securities laws. In addition, it may be
difficult for plaintiffs to bring an original action outside of the United States against the Company to enforce liabilities based solely on United States federal
securities laws.
RISKS RELATED TO THE COMPANY’S INDEBTEDNESS
The credit agreement governing the Company’s senior secured credit facility contains significant restrictions that limit its operating and financial
flexibility.
The credit agreement governing the Company’s senior secured credit facility contains certain restrictive covenants that, among other things, limit its
ability to:
•
•
•
•
•
•
•
•
incur additional indebtedness;
pay dividends and make distributions;
repurchase stock;
make certain investments;
transfer or sell assets;
create liens;
enter into transactions with affiliates;
issue or sell stock of subsidiaries;
29
•
•
create dividend or other payment restrictions affecting restricted subsidiaries; and
merge, consolidate, amalgamate, or sell all or substantially all of its assets to another person.
These restrictive covenants impose operating and financial restrictions on the Company that limit its ability to engage in acts that may be in the
Company’s long-term best interests.
The Company’s indebtedness and liabilities could limit the cash flow available for its operations, expose the Company to risks that could adversely
affect its business, financial condition, and results of operations.
As of December 31, 2021, the Company had approximately $361.5 million of consolidated indebtedness. The Company may also incur additional
indebtedness to meet future financing needs. The Company’s indebtedness could have significant negative consequences for its security holders and its
business, results of operations and financial condition by, among other things:
•
•
•
•
•
•
increasing its vulnerability to adverse economic and industry conditions;
limiting its ability to obtain additional financing;
requiring the dedication of a substantial portion of its cash flow from operations to service its indebtedness, which will reduce the amount of
cash available for other purposes;
limiting its flexibility to plan for, or react to, changes in its business;
diluting the interests of its shareholders as a result of issuing common shares upon conversion of the 0.500% Convertible Senior Notes due 2026
(the “Convertible Notes”); and
placing the Company at a possible competitive disadvantage with competitors that are less leveraged than the Company or have better access to
capital.
The Company’s business may not generate sufficient funds, and the Company may otherwise be unable to maintain sufficient cash reserves, to pay
amounts due under its indebtedness, and the Company’s cash needs may increase in the future. In addition, the Credit Agreement contains, and any future
indebtedness that the Company incurs may contain, financial and other restrictive covenants that limit its ability to operate, raise capital or make payments
under its other indebtedness. If the Company fails to comply with these covenants or to make payments under its indebtedness when due, then the Company
would be in default under that indebtedness, which could, in turn, result in that and the Company’s other indebtedness becoming immediately payable in
full. For a description of the Company outstanding indebtedness, see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8.
The Company may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change, or to pay
the cash amounts due upon conversion, and the Company’s other indebtedness may limit its ability to repurchase the Convertible Notes or pay cash
upon their conversion.
Noteholders may, subject to a limited exception described in the indenture governing the Convertible Notes, require the Company to repurchase their
Convertible Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be
repurchased, plus accrued and unpaid interest, if any. In addition, all conversions of Convertible Notes will be settled partially or entirely in cash. The
Company may not have enough available cash or be able to obtain financing at the time it is required to repurchase the Convertible Notes or pay the cash
amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing the Company’s other indebtedness may
restrict the Company’s ability to repurchase the Convertible Notes or pay the cash amounts due upon conversion. The Company’s failure to repurchase
Convertible Notes or pay the cash amounts due upon conversion when required will constitute a default under the indenture governing the Convertible
Notes. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing the Company’s other
indebtedness, which may result in that other indebtedness becoming immediately payable in full. The Company may not have sufficient funds to satisfy all
amounts due under its other indebtedness and the Convertible Notes.
30
Provisions in the indenture could delay or prevent an otherwise beneficial takeover of the Company.
Certain provisions in the Convertible Notes and the related indenture could make a third-party attempt to acquire the Company more difficult or
expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require the Company to repurchase their
Convertible Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then the Company may be required to temporarily
increase the conversion rate of the Convertible Notes. In either case, and in other cases, the Company’s obligations under the Convertible Notes and the
indenture could increase the cost of acquiring the Company otherwise discourage a third party from acquiring the Company or removing incumbent
management, including in a transaction that noteholders or holders of the Company’s common shares may view as favorable.
The Company is subject to counterparty risk with respect to the Capped Call Transactions, and the capped call may not operate as planned.
In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated capped call transactions with option
counterparties (the “Capped Call Transactions”). The Capped Call Transactions are expected to reduce potential dilution resulting from the common shares
the Company is required to issue and/or to offset any potential cash payments the Company is required to make in excess of the principal amount of the
Convertible Notes in the event that the market price per share of the Company’s common shares is greater than the strike price of the Capped Call
Transactions, with such reduction and/or offset subject to a cap. Collectively, the Capped Call Transactions cover, subject to anti-dilution adjustments
substantially similar to those applicable to the Convertible Notes, the number of the Company’s common shares underlying the Convertible Notes.
The option counterparties are financial institutions, and the Company will be subject to the risk that they might default under the Capped Call
Transactions. The Company’s exposure to the credit risk of the option counterparties will not be secured by any collateral. Global economic conditions have
from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject
to insolvency proceedings, the Company will become an unsecured creditor in those proceedings with a claim equal to the Company’s exposure at that time
under our transactions with that option counterparty. The Company’s exposure will depend on many factors, but, generally, the increase in the Company’s
exposure will be correlated with increases in the market price or the volatility of its common shares. In addition, upon a default by an option counterparty,
the Company may suffer adverse tax consequences and more dilution than the Company currently anticipate with respect to its common shares. The
Company can provide no assurances as to the financial stability or viability of any option counterparty. In addition, the Capped Call Transactions are
complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in
some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as the Company intends if it is
required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the
Capped Call Transactions.
GENERAL RISK FACTORS
The loss of one or more of the Company’s key personnel, or its failure to attract and retain its employee population, could adversely affect its
business.
The Company’s operations and prospects depend in large part on the performance and continued service of its senior management team. The competition
for experienced senior management in the Company’s industry is intense, and the Company may not find qualified replacements for any of these individuals
if their services are no longer available, on the same terms or at all. The loss of the services of one or more members of the Company’s senior management
team could adversely affect its ability to effectively pursue its business strategy.
In addition, the Company may experience challenges with respect to employee retention given the current competitive labor market. A number of
external factors beyond the Company’s control, including its industry’s highly competitive market for skilled workers and leaders, cost inflation, the ongoing
COVID-19 pandemic, and workforce participation rates, may negatively affect the Company’s ability to retain and attract qualified employees. If the
Company experiences high attrition rates in its employee population, the results of our operations may be adversely affected.
31
Changes in accounting and changes in management’s estimates may affect the Company’s reported earnings and operating income.
U.S. GAAP and accompanying accounting pronouncements are highly complex and involve many subjective judgments. Changes in these rules, their
interpretation, management’s estimates, or changes in the Company’s products or business could significantly change its reported future earnings and
operating income and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations. (See
“Critical Accounting Estimates” in Item 7.)
Regulatory and market responses to climate change concerns may negatively impact our business and increase our operating costs.
Growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on
climate change issues. As a result, climate change regulation and market reactions to climate change could adversely impact the Company’s business,
including the potential for an increase in climate risk assessment. Such enhanced governmental and societal attention to climate matters, including
expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, carbon emissions, water usage, waste
management, and risk oversight, could expand the nature, scope, and complexity of matters that the Company is required to control, assess, and report.
Furthermore, legislative or regulatory efforts to combat climate change could result in increases in the cost of raw materials, taxes, transportation and
utilities for the Company’s suppliers and vendors which would result in higher operating costs for the Company and potentially impact the availability of
components used in the Company’s systems. These and other rapidly changing laws, regulations, policies, interpretations, and expectations may increase the
cost of the Company’s compliance and alter the environment in which it does business, which could have a material adverse effect on the Company’s
business, results of operations, and financial condition. In addition, the shift toward a lower-carbon economy, driven by policy regulations, low-carbon
technology advancement, consumer sentiment, and/or liability risks, may negatively impact the Company’s business and operating costs. However, the
Company is unable to predict at this time, the potential effects, if any, that any climate change initiatives may have on its business.
The Company’s business and financial results could be adversely affected by weather conditions and natural disasters.
Physical risks, including weather conditions and natural disasters, such as earthquakes, droughts, floods, hailstorms, heavy or prolonged precipitation,
wildfires and others, could harm the Company’s business. Additionally, the physical impacts of climate change may cause these occurrences to increase in
frequency, severity and duration. The climates and geology of some of the regions in which the Company’s principal offices are located, including
California, present increased risks of adverse weather or natural disasters. Any such events in the future could disrupt the Company’s operations and impact
the Company’s ability to serve its customers.
Item 1B. Unresolved Staff Comments
None.
32
Item 2. Properties
The Company’s principal executive offices are located in Mississauga, Ontario, Canada, New York, New York, and Playa Vista, California. As of
December 31, 2021, the Company’s principal facilities are as follows:
Operation
Own/Lease
Expiration
Mississauga, Ontario(1)
Playa Vista, California
New York, New York
Tokyo, Japan
Shanghai, China
Dublin, Ireland
Moscow, Russia
London, United Kingdom
Headquarters, Administrative, Assembly, Research and Development,
and Maintenance Services
Sales, Marketing, Film Production and Post-Production
Executive
Sales, Marketing, and Maintenance Services
Sales, Marketing, Maintenance Services, and Administrative
Sales, Marketing, Administrative, and Research and Development
Sales
Sales
Own
Own
Lease
Lease
Lease
Lease
Lease
Lease
N/A
N/A
2029
2023
2022
2026
2022
2022
(1) This facility is subject to a charge in favor of Wells Fargo Bank in connection with a secured revolving credit facility. (See Note 14 of Notes to
Consolidated Financial Statements in Part II, Item 8.)
The Company believes that its existing facilities and equipment are in good operating condition and are suitable for the conduct of its business.
Item 3. Legal Proceedings
See Note 16 of Notes to Consolidated Financial Statements in Part II, Item 8.
Item 4. Mine Safety Disclosures
Not applicable.
33
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The Company’s common shares are traded on the NYSE under the symbol “IMAX”.
As of January 31, 2022, the Company had approximately 224 registered holders of record of its common shares.
PART II
Over the last few years, the Company has not paid, nor does the Company have any current plans to pay, cash dividends on its common shares. The
payment of dividends by the Company is subject to certain restrictions under the terms of the Company’s indebtedness (see Note 14 of Notes to
Consolidated Financial Statements in Part II, Item 8). The payment of any future dividends will be determined by the Board of Directors in light of
conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business
conditions and other factors deemed relevant by the Board of Directors.
In 2020, the Company expanded its share-based compensation program to include the issuance of performance stock units (“PSUs”). The Company
grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets, and
one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the
EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the
number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual
performance versus the established EBITDA and stock-price targets.
Equity Compensation Plans
The following table sets forth information regarding the Company’s Equity Compensation Plan as of December 31, 2021:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total(1)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(c)
5,807,445 $
nil
5,807,445 $
17.12
nil
17.12
5,866,199
nil
5,866,199
(1) The number of securities to be issued upon exercise of outstanding options, warrants, and rights excludes 460,053 common shares that may be issued
with respect to PSUs outstanding, assuming full achievement of the EBITDA and TSR targets.
34
Performance Graph
The following graph compares the total cumulative shareholder return for $100 invested on December 31, 2013 (assuming that all dividends were
reinvested) in common shares of the Company against the cumulative total return of the NYSE Composite Index, the S&P/TSX Composite Index and the
IMAX Peer Group to the end of the most recently completed fiscal year. The IMAX Peer Group consists of Ambarella, Inc., Avid Technologies, Inc.,
Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Harmonic Inc., Lions Gate Entertainment Corp., The Marcus Corporation, World
Wrestling Entertainment, Inc., and Zynga Inc.
35
Issuer Purchases of Equity Securities
In April 2021, the Company’s Board of Directors approved a 12-month extension to its share repurchase program through June 30, 2022. The extension
authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the original $200.0
million initially authorized under the share repurchase program when it commenced on July 1, 2017. The repurchases may be made either in the open
market or through private transactions, including repurchases made pursuant to a plan intended to comply with Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to
repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time. During the three months ended
December 31, 2021, the Company repurchased 524,519 common shares at an average price of $17.70 per share for a total of $9.3 million, excluding
commissions. As of December 31, 2021, the Company has $75.5 million available under its approved repurchase program.
The Company’s common share repurchase program activity for the three months ended December 31, 2021 was as follows:
October 1 through October 31, 2021
November 1 through November 30, 2021
December 1 through December 31, 2021
Total
Total number of
shares purchased
Average price paid
per share
— $
354,519
170,000
524,519 $
—
18.41
16.23
17.70
Total number of
shares purchased
as part of publicly
announced program
Maximum value of
shares that may yet
be purchased under
the program
— $
354,519
170,000
524,519
84,757,657
78,232,431
75,473,501
In 2021, IMAX China’s shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase
shares of IMAX China not to exceed 10% of the total number of issued shares as of May 6, 2021 (34,835,824 shares). This program will be valid until the
2022 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable
laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any
time. During the three months ended December 31, 2021, IMAX China repurchased 3,095,700 common shares at an average price of HKD 12.58 per share
(U.S. $1.61 per share) for a total of HKD 38.9 million or U.S. $5.0 million.
The total number of shares purchased during the year ended December 31, 2021, under both the Company and IMAX China’s repurchase plans, does not
include any shares purchased in the administration of employee share-based compensation plans.
(See Note 14 of Notes to Consolidated Financial Statements for a summary of the material terms and conditions of the Company’s revolving credit
facility, which include a limitation of the amount of permitted share repurchases.)
Issuer Sales of Unregistered Securities
Please see Note 14(b) of Notes to Consolidated Financial Statements in Part II, Item 8.
Item 6. Selected Financial Data
Reserved.
36
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
IMAX is a premier global technology platform for entertainment and events. Through its proprietary software, theater architecture, patented intellectual
property, and specialized equipment, IMAX offers a unique end-to-end solution to create superior, immersive content experiences for which the IMAX®
brand is globally renowned. Top filmmakers, movie studios, artists, and creators utilize the cutting-edge visual and sound technology of IMAX to connect
with audiences in innovative ways. As a result, IMAX is among the most important and successful global distribution platforms for domestic and
international tentpole films and, increasingly, exclusive experiences ranging from live performances to interactive events with leading artists and creators.
The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the digital remastering of
films and other content into the IMAX format (“IMAX DMR”®) and the sale or lease of premium IMAX theater systems (“IMAX Theater Systems”).
IMAX Theater Systems are based on proprietary and patented image, audio, and other technology developed over the course of the
Company’s history since its founding in 1968. The customers for IMAX Theater Systems are principally theater exhibitors that operate
commercial multiplex theaters, and, to a much lesser extent, museums, science centers and destination entertainment sites. The Company
generally does not own the theaters in the IMAX network and is not an exhibitor, but instead sells or leases the IMAX Theater System to the
exhibitor along with a license to use its trademarks.
As of December 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial multiplexes, 12
commercial destinations, and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84 countries and territories as of
December 31, 2020, including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional locations. (See the table below under “IMAX
Network and Backlog” for additional information on the composition of the IMAX network.)
The IMAX Theater System provides the Company’s exhibitor customers with a combination of the following benefits:
•
•
•
•
•
•
the ability to exhibit content that has undergone the IMAX DMR conversion process, which results in higher image and sound fidelity than
conventional cinema experiences;
advanced, high-resolution projectors with specialized equipment and automated theater control systems, which generate significantly more contrast
and brightness than conventional theater systems;
large screens and proprietary theater geometry, which result in a substantially larger field of view so that the screen extends to the edge of a viewer’s
peripheral vision and creates more realistic images;
advanced sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an
IMAX theater;
specialized theater acoustics, which result in a four-fold reduction in background noise; and
a license to the globally recognized IMAX brand.
In addition, certain movies shown in IMAX theaters are filmed using proprietary IMAX film cameras or IMAX certified digital cameras, which offer
filmmakers customized guidance and a workflow process to provide further enhanced and differentiated image quality and an IMAX-exclusive film aspect
ratio that delivers up to 26% more image onto a standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX
cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.
Together, these components cause audiences in IMAX theaters to feel as if they are a part of the on-screen action, creating a more intense, immersive,
and exciting experience than a traditional theater.
37
As a result of the engineering and scientific achievements that are a hallmark of The IMAX Experience®, the Company’s exhibitor customers typically
charge a premium for IMAX films over films exhibited in their other auditoriums. The premium pricing, combined with the higher attendance levels
associated with IMAX films, generates incremental box office for the Company’s exhibitor customers and for the movie studios releasing their films to the
IMAX network. The incremental box office generated by IMAX films has helped establish IMAX as a key premium distribution and marketing platform for
Hollywood blockbuster films and foreign local language movie studios.
As a premier global technology platform for entertainment and events, the Company strives to remain at the forefront of advancements in cinema
technology. The Company offers a suite of IMAX Laser Theater Systems, which deliver increased resolution, sharper and brighter images, deeper contrast,
and the widest range of colors available to filmmakers today. The Company further believes that its suite of IMAX Laser Theater Systems are helping
facilitate the next major renewal and upgrade cycle for the global IMAX network.
In addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a
connected IMAX theater footprint capable of delivering live, interactive content with low latency and superior sight and sound. As of December 31, 2021,
68 theaters in the IMAX network were configured to enable the streaming of live events with additional theaters expected to go-live throughout 2022.
IMPACT OF COVID-19 PANDEMIC
The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the
global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19,
including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close,
including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally
scheduled for release in 2020 and early 2021, including many of the films scheduled to be shown in IMAX theaters, while several other films were released
directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key
markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of
COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to
the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As of December 31, 2021, 95% of the theaters in the global
IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United
States and Canada), 95% of the theaters in Greater China and 91% of the theaters in Rest of World markets.
The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a
lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as GBO results from the theaters in the IMAX network declined,
the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed or operating with
reduced capacities. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of pandemic-
related theater closures, although improving, the Company has experienced and may continue to experience delays in collecting payments due under
existing theater sale or lease arrangements. In response, beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company provided
temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating with reduced
capacities and, in certain situations, by providing extended payment terms on annual minimum payment obligations in exchange for a corresponding or
longer extension of the term of the underlying sale or lease arrangement.
As a result of the uncertainties associated with the pandemic, the Company took significant steps in 2020 and 2021 to preserve cash by eliminating non-
essential costs, temporarily furloughing certain employees, reducing the working hours of other employees, and reducing all non-essential capital
expenditures to minimum levels. The Company also implemented an active cash management process, which, among other things, required senior
management approval of all outgoing payments.
38
Also, in the first quarter of 2021, the Company issued $230.0 million of Convertible Notes. The net proceeds from the issuance of the Convertible Notes
were approximately $223.7 million, after deducting the initial purchasers’ discounts and commissions, which were used in part to repay a portion of
outstanding borrowings under the Credit Facility provided by the Company’s Credit Agreement with Wells Fargo. In addition, during 2021, the Company
entered into amendments to its Credit Agreement which, among other things, suspend the Senior Secured Net Leverage Ratio financial covenant in the
Credit Agreement through the first quarter of 2022 and once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019
in lieu of EBITDA for the corresponding quarters of 2021. As of December 31, 2021, the Company was in compliance with all of its requirements under the
Credit Agreement, as amended. (Each defined term used, but not defined in this paragraph is defined in Note 14 of Notes to Consolidated Financial
Statements. See Note 14 of Notes to Consolidated Financial Statements for a summary of the amendments to the Credit Agreement that the Company
entered into in 2021.)
In 2020 and 2021, the Company recognized a total of $10.9 million in wage subsidies, tax credits, and other financial support under COVID-19 relief
legislation that has been enacted in the countries in which it operates, primarily under the Canada Emergency Wage Subsidy (“CEWS”) program. For the
years ended December 31, 2021 and 2020, these benefits were recognized in the Consolidated Statements of Operations as reductions to Selling, General
and Administrative Expenses ($2.9 million and $6.0 million, respectively), Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million,
respectively), and Research and Development ($nil and $0.1 million, respectively). The CEWS program expired in October 2021.
For the year ended December 31, 2021, GBO generated by IMAX films totaled $638.2 million, surpassing the total for 2020 by $379.0 million (146%),
whereas conventional theaters saw an estimated 78% increase in box office. Moreover, during the fourth quarter of 2021, GBO generated by IMAX films
totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million for the fourth quarter of 2019, due to the performance of films such as Spider-
Man: No Way Home, No Time to Die, and Dune. Included in this fourth quarter GBO performance is an all-time Company record for the month of October.
Management is encouraged by these box office results and believes they indicate that moviegoers are returning to theaters, and in particular IMAX theaters,
where and when theaters are open and they feel safe. Management is further encouraged by the return of the prevalence of exclusive theatrical windows and
the strong pipeline of Hollywood movies scheduled to be released for theatrical exhibition in 2022. However, the impact of the COVID-19 pandemic on the
Company’s business and financial results will continue to depend on numerous evolving factors that cannot be accurately predicted and that will vary by
jurisdiction and market, including the duration and scope of the pandemic, the emergence of new and the spread of existing variants of the virus, the
progress made on administering vaccines and developing treatments and the effectiveness of such vaccines and treatments, the continuing impact of the
pandemic on global economic conditions and ongoing government responses to the pandemic, which could lead to further theater closures, theater capacity
restrictions and/or delays in the release of films.
(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and
its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and Note 2 of Notes to
Consolidated Financial Statements in Part II, Item 8.)
39
SOURCES OF REVENUE
For the presentation of MD&A, the Company has organized its reportable segments into the following four categories: (i) IMAX Technology Network;
(ii) IMAX Technology Sales and Maintenance; (iii) Film Distribution and Post-Production; and (iv) New Business Initiatives. Within these four categories
are the Company’s following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems; (iv) IMAX
Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives.
IMAX Technology Network
The IMAX Technology Network category earns revenue based on contingent box office receipts. Included in the IMAX Technology Network category
are the IMAX DMR segment and contingent rent from the Joint Revenue Sharing Arrangement (“JRSA”), which are each described in more detail below.
IMAX DMR
IMAX DMR is a proprietary technology that digitally remasters films into IMAX formats. In a typical IMAX DMR film arrangement, the Company
receives a percentage of the box office receipts from a movie studio in exchange for converting a commercial film into IMAX DMR format and distributing
it through the IMAX network. The fee earned by the Company in a typical IMAX DMR arrangement averages approximately 12.5% of box office receipts
(i.e., GBO receipts less applicable sales taxes), except for within Greater China, where the Company receives a lower percentage of net box office receipts
for certain Hollywood films.
IMAX DMR digitally enhances the image resolution of films for projection on IMAX screens while maintaining or enhancing the visual clarity and
sound quality to levels for which The IMAX Experience is known. In addition, the original soundtrack of a film to be exhibited in IMAX theaters is
remastered for IMAX digital sound systems. Unlike the soundtracks played in conventional theaters, IMAX remastered soundtracks are uncompressed and
full fidelity. IMAX sound systems use proprietary loudspeaker systems and proprietary surround sound configurations that ensure every theater seat is in an
optimal listening position.
IMAX films also benefit from enhancements made by individual filmmakers exclusively for the IMAX release of the film. Collectively, the Company
refers to these enhancements as “IMAX DNA”. Filmmakers and movie studios have sought IMAX-specific enhancements in recent years to generate
interest in and excitement for their films. Such enhancements include shooting films with IMAX cameras to increase the audience’s immersion in the film
and to take advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio that delivers up to 26% more image onto a
standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film
aspect ratio, with up to 67% more image.
In 2021, 63 IMAX films were released to the Company’s global theater network, including films such as Spider-Man: No Way Home, No Time to Die,
Dune, F9, The Battle at Lake Changjin, Detective Chinatown 3, Godzilla vs. Kong, Shang-Chi and the Legend of the Ten Rings, The Eternals, and Black
Widow. The films released in 2021 include 10 with IMAX DNA and 32 local language films released in China (21), Japan (9), Russia (1) and South Korea
(1). In 2020, 31 IMAX films were released to the Company’s global theater network, including five with IMAX DNA, and 17 local language films released
in China (10), Russia (3), Japan (3), and South Korea (1). In 2019, 60 IMAX films were released to the Company’s global theater network, including six
with IMAX DNA, and 18 local language films released in China (14), Japan (1), South Korea (1), India (1) and Russia (1).
Management believes that growth in international box office remains an important driver of growth for the Company. To support continued growth in
international markets, the Company has sought to bolster its international film strategy, supplementing its slate of Hollywood films with appealing local
language IMAX films released in select markets, particularly in China. The Company expects to announce additional local language IMAX films to be
released to its global theater network in 2022.
40
To date, in 2022, eight titles have been released to the global IMAX theater network, including one released in connection with a live
performance/interactive event, and the Company has announced the following 18 titles to be released later in 2022:
Title
The Batman
Notre-Dame Brûle
Morbius
Ambulance
Fantastic Beasts: The Secrets of Dumbledore
Doctor Strange In The Multiverse of Madness
Top Gun: Maverick
Jurassic World: Dominion
Lightyear
Minions: The Rise Of Gru
Thor: Love & Thunder
Nope
Black Adam
Spider-Man: Into the Spiderverse Sequel
The Flash
Black Panther 2: Wakanda Forever
Creed 3
Avatar 2
Studio
Warner Bros. Pictures
Pathe
Sony Pictures
Universal Pictures
Warner Bros. Pictures
Walt Disney Studios
Paramount Pictures
Universal Pictures
Walt Disney Studios
Universal Pictures
Walt Disney Studios
Universal Pictures
Warner Bros. Pictures
Sony Pictures
Warner Bros. Pictures
Walt Disney Studios
MGM
Walt Disney Studios
Scheduled
Release Date(1)
March 2022
March 2022
April 2022
April 2022
April 2022
May 2022
May 2022
June 2022
June 2022
July 2022
July 2022
July 2022
July 2022
October 2022
November 2022
November 2022
November 2022
December 2022
IMAX DNA
None
Filmed in IMAX
None
None
TBD
Filmed in IMAX
Filmed in IMAX
None
Expanded Aspect Ratio
None
Filmed in IMAX
Filmed in IMAX
TBD
TBD
TBD
TBD
Filmed in IMAX
TBD
(1) The scheduled release dates in the table above are subject to change, including as a result of the impact of the COVID-19 pandemic, may vary by
territory, and may not reflect the date(s) of limited premiere events. See “Risk Factors – The Company has experienced a significant decrease in its
revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of operations may continue to be
significantly harmed in future reporting periods” in Part I, Item 1A.
The Company remains in active negotiations with all major Hollywood studios for additional films to fill out its short and long-term film slate for the
IMAX network.
Joint Revenue Sharing Arrangements – Contingent Rent
The JRSA segment provides IMAX Theater Systems to exhibitors through joint revenue sharing arrangements. Under the traditional form of these
arrangements, IMAX provides the IMAX projection and sound system under a long-term lease in which the Company assumes the majority of the
equipment and installation costs. In exchange for its upfront investment, the Company earns rent based on a percentage of contingent box office receipts
and, in some cases, concession revenues, rather than requiring the customer to pay a fixed upfront fee or annual minimum payments. Rental payments from
the customer are required throughout the term of the arrangement and are due either monthly or quarterly. The Company retains title to the IMAX Theater
System equipment components throughout the lease term, and the equipment is returned to the Company at the conclusion of the arrangement.
Under certain other joint revenue sharing arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments
prior to the delivery and installation of the IMAX Theater System in an amount that is typically half of what the Company would receive from a typical sale
transaction. As with a traditional joint revenue sharing arrangement, the customer also pays the Company a percentage of contingent box office receipts over
the term of the arrangement, although this percentage is typically half that of a traditional joint revenue sharing arrangement. For hybrid joint revenue
sharing arrangements that take the form of a lease, the contingent rent is reported within the IMAX Technology Network, while the fixed upfront payment is
recorded as revenue within IMAX Technology Sales and Maintenance, as discussed below. For hybrid joint revenue sharing arrangements that take the form
of a sale, see the discussion below under IMAX Technology Sales and Maintenance.
Under most joint revenue sharing arrangements (both traditional and hybrid), the initial non-cancellable term is 10 years or longer and is renewable by
the customer for one to two additional terms of between three to five years. The Company has the right to remove the equipment for non-payment or other
defaults by the customer. The contracts are non-cancellable by the customer unless the Company fails to perform its obligations.
41
The revenue earned from customers under the Company’s joint revenue sharing arrangements can vary from quarter-to-quarter and year-to-year based on
a number of factors including film performance, the mix of theater system configurations, the timing of installation of IMAX Theater Systems, the nature of
the arrangement, the location, size and management of the theater and other factors specific to individual arrangements.
Joint revenue sharing arrangements also require IMAX to provide maintenance and extended warranty services to the customer over the term of the lease
in exchange for a separate fixed annual fee. These fees are reported within IMAX Technology Sales and Maintenance, as discussed below.
Joint revenue sharing arrangements have been an important factor in the expansion of the Company’s commercial theater network. Joint revenue sharing
arrangements allow commercial theater exhibitors to install IMAX Theater Systems without the significant initial capital investment required in a sale or
sales-type lease arrangement. Joint revenue sharing arrangements drive recurring cash flows and earnings for the Company as customers under these
arrangements pay the Company a portion of their ongoing box office receipts. The Company funds its investment in equipment for joint revenue sharing
arrangements through cash flows from operations. As of December 31, 2021, the Company had 909 theaters in operation under joint revenue sharing
arrangements, a 2% increase as compared to the 890 theaters in operation under joint revenue sharing arrangements as of December 31, 2020. The Company
also had contracts in backlog for 316 theaters under joint revenue sharing arrangements as of December 31, 2021, including 82 upgrades to existing theater
locations and 234 new theater locations.
IMAX Technology Sales and Maintenance
The IMAX Technology Sales and Maintenance category earns revenue principally from the sale or sales-type lease of IMAX Theater Systems, as well as
from the maintenance of IMAX Theater Systems. To a lesser extent, the IMAX Technology Sales and Maintenance category also earns revenue from certain
hybrid joint revenue sharing arrangements and certain ancillary theater business activities. These activities are described in more detail below under the
captioned section for each respective segment.
IMAX Systems
The IMAX Systems segment provides IMAX Theater Systems to exhibitors through sale arrangements or long-term lease arrangements that for
accounting purposes are classified as sales-type leases. Under these arrangements, in exchange for providing the IMAX Theater System, the Company earns
initial fees and ongoing consideration, which can include fixed annual minimum payments and contingent fees in excess of the minimum payments, as well
as maintenance and extended warranty fees (see “IMAX Maintenance” below). The initial fees vary depending on the system configuration and location of
the theater. Initial fees are paid to the Company in installments between the time of signing the arrangement and the time of system installation, which is
when the total of these fees, in addition to the present value of future annual minimum payments, are recognized as revenue. Finance income is recognized
over the term of a financed sale or sales-type lease arrangement. In addition, in sale arrangements, an estimate of the contingent fees that may become due if
certain annual minimum box office receipt thresholds are exceeded, is recorded as revenue in the period when the sale is recognized and is adjusted in future
periods based on actual results and changes in estimates. Such variable consideration is only recognized on sales transactions to the extent the Company
believes there is not a risk of significant revenue reversal.
In sale arrangements, title to the IMAX Theater System equipment generally transfers to the customer. However, in certain instances, the Company
retains title or a security interest in the equipment until the customer has made all payments required by the agreement or until certain shipment events for
the equipment have occurred. In a sales-type lease arrangement, title to the IMAX Theater System equipment remains with the Company. The Company has
the right to remove the equipment for non-payment or other defaults by the customer.
The revenue earned from customers under the Company’s theater system sales or lease agreements varies from quarter-to-quarter and year-to-year based
on a number of factors, including the number and mix of theater system configurations sold or leased, the timing of installation of the IMAX Theater
Systems, the nature of the arrangement and other factors specific to individual contracts.
Joint Revenue Sharing Arrangements – Fixed Fees
Under certain joint revenue sharing arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments prior to
the delivery and installation of the IMAX Theater System in an amount that is typically half of what the Company would receive from a typical sale
transaction. For hybrid joint revenue sharing arrangements that take the form of a lease, the contingent rent is reported within the IMAX Technology
Network, as discussed above, while the fixed upfront payment is reported within IMAX Technology Sales and Maintenance.
42
IMAX Maintenance
IMAX Theater System arrangements also include a requirement for the Company to provide maintenance services over the life of the arrangement in
exchange for an extended warranty and annual maintenance fee paid by the theater owner or operator. Under these arrangements, the Company provides
preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX quality standard. Annual maintenance fees are
paid throughout the duration of the term of the theater agreements.
Other Theater Business
The Other Theater Business segment principally includes after-market sales of IMAX Theater System parts and 3D glasses.
Film Distribution and Post-Production
Through its Film Distribution segment, the Company distributes large-format documentary films, primarily to institutional theaters. The Company
receives as its distribution fee either a fixed amount or a fixed percentage of the theater box office receipts and following the recoupment of its costs, is
typically entitled to receive an additional percentage of gross revenues as participation revenues.
The ownership rights to the films distributed by the Company may be held by the film’s sponsors, third-party film investors and/or the Company. As of
December 31, 2021, the Company has distribution rights with respect to 53 films, which cover subjects such as space, wildlife, music, sports, history, and
natural wonders.
In addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a
connected IMAX theater footprint capable of delivering live, interactive content with low latency and superior sight and sound. As of December 31, 2021,
68 theaters in the IMAX network were configured to enable the streaming of live events with additional theaters expected to go-live throughout 2022.
In the fourth quarter of 2021, the Company distributed a Kanye West and Drake concert to 35 IMAX theaters across the United States and Canada
through a partnership with Amazon Music. In the fourth quarter of 2021, the Company also held special screenings of Joel Coen’s The Tragedy of Macbeth,
including a live Q&A with Mr. Coen and actress Frances McDormand streamed from the IMAX theater in Lincoln Square, New York, and West Side Story,
featuring a live Q&A with director Steven Spielberg and his cast, which was streamed from the IMAX theater of Century City, California. Also, in the first
quarter of 2022, the Company partnered with Disney to hold a special screening of The Beatles: Get Back – The Rooftop Concert, featuring a live Q&A with
director and producer Peter Jackson streaming to 68 IMAX theaters worldwide.
The Company continues to believe that the IMAX network serves as a valuable platform to launch and distribute original content.
Through its Film Post-Production segment, the Company provides film post-production and quality control services for large-format films, whether
produced by IMAX or third parties, and digital post-production services.
New Business Initiatives
The New Business Initiatives segment includes activities related to the expansion of the IMAX brand across new lines of business and initiatives, which
seek to leverage the Company’s proprietary, innovative technologies, its leadership position in the entertainment technology space, its unique relationship
with content creators, and its brand.
In September 2018, the Company launched IMAX Enhanced, a new initiative to bring The IMAX Experience into the home, in partnership with audio
leader DTS (an Xperi subsidiary). IMAX Enhanced provides end-to-end premium technology across streaming content and best-in-class entertainment
devices, offering consumers high-fidelity playback of image and sound in the home and beyond, including the following features:
•
•
•
IMAX’s expanded aspect ratio, which is available on select titles and streaming platforms, including Disney+ and features the full scale and
scope of The IMAX Experience as the filmmakers intended;
IMAX’s proprietary remastering technology, which produces a more vivid, higher-fidelity 4K HDR images on today’s best televisions; and
IMAX signature sound, which is specially recreated and calibrated for the home by DTS to unlock more immersive audio.
43
To be certified as IMAX Enhanced, leading consumer electronics manufacturers spanning 4K/8K televisions, projectors, A/V receivers, loudspeakers,
soundbars and smartphones must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee of IMAX and DTS
engineers, along with some of Hollywood’s leading technical specialists.
At present, certified global device partners include Sony Electronics, Hisense, TCL, Phillips, Xiaomi, Sound United and Honor, among others. More than
150 IMAX Enhanced titles are now available across six of the biggest streaming platforms worldwide, including Disney+, Sony Bravia CORE, Tencent
Video, iQiyi, Tsutaya TV and Rakuten TV.
The Company’s collaboration with Disney, which was announced in November 2021, allows fans to stream 14 Marvel titles in IMAX’s Expanded Aspect
Ratio at home on Disney+. The 14 titles available on Disney+ include Shang-Chi and The Legend of The Ten Rings and Eternals, as well as Iron
Man, Guardians of the Galaxy, Guardians of the Galaxy Vol. 2, Captain America: Civil War, Doctor Strange, Thor: Ragnarok, Black Panther, Avengers:
Infinity War, Ant-Man and The Wasp, Captain Marvel, Avengers: Endgame, and Black Widow (content availability varies by region). The launch of IMAX
Enhanced on Disney+ served as a focal point of Disney’s “Disney+ Day” two-year anniversary event, earning significant positive media coverage and
providing strong brand exposure for IMAX by expanding the Company’s in-home entertainment footprint to more than 80 million subscribers.
IMAX Enhanced and the collaboration with Disney is part of the Company’s next evolutionary step to grow beyond Hollywood blockbusters and extend
the IMAX brand and technology further into the streaming environment.
Other
The Company derives a small portion of its revenues from other sources including one owned and operated IMAX theater in Sacramento, California; a
commercial arrangement with one theater resulting in the sharing of profits and losses; the provision of management services to three other theaters; renting
its proprietary 2D and 3D large-format film and digital cameras to third-party production companies; and also offering production advice and technical
assistance to both documentary and Hollywood filmmakers.
IMAX NETWORK AND BACKLOG
IMAX Network
The following table provides detailed information about the IMAX network by theater type and geographic location as of December 31, 2021 and 2020:
United States
Canada
Greater China(1)
Western Europe
Asia (excluding Greater China)
Russia & the CIS
Latin America(2)
Rest of the World
Total(3)
Commercial
Multiplex
363
39
768
116
122
70
51
70
1,599
December 31, 2021
Commercial
Destination
4
1
—
4
2
—
1
—
12
Institutional
27
7
15
8
2
—
11
2
72
Commercial
Multiplex
367
39
729
115
123
68
51
70
1,562
December 31, 2020
Commercial
Destination
4
1
—
4
2
—
1
—
12
Institutional
30
7
16
8
2
—
11
2
76
Total
394
47
783
128
126
70
63
72
1,683
Total
401
47
745
127
127
68
63
72
1,650
(1) Greater China includes China, Hong Kong, Taiwan, and Macau.
(2) Latin America includes South America, Central America, and Mexico.
(3) Period-to-period changes in the table above are reported net of the effect of permanently closed theaters.
44
The Company currently believes that over time its commercial multiplex network could grow to approximately 3,318 IMAX theaters worldwide from the
1,599 operating as of December 31, 2021. The Company believes that the majority of its future growth will come from international markets. As of
December 31, 2021, 74% of IMAX Theater Systems in operation were located within international markets (defined as all countries other than the United
States and Canada), compared to 73% as of December 31, 2020. Accordingly, the GBO and revenues derived from international markets continue to exceed
the GBO and revenues derived from the United States and Canada. Risks associated with the Company’s international business are outlined in “Risk Factors
– The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and future
growth prospects” in Part I, Item 1A.
Greater China is the Company’s largest market, measured by revenues, with approximately 44% and 38% of consolidated revenues generated from its
Greater China operations in the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had 783 theaters operating
in Greater China with an additional 215 theaters in backlog. The Company’s backlog in Greater China represents 44% of its total current backlog, including
upgrades in system type. The Company’s largest single international partnership is in China with Wanda. As of December 31, 2021, through the Company’s
partnership with Wanda, there are 369 IMAX Theater Systems operational in Greater China, of which 355 are under the parties’ joint revenue sharing
arrangement.
(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic”)
(See “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business there”,
“Risk Factors – General political, social and economic conditions can affect the Company’s business by reducing both revenues generated from existing
IMAX Theater Systems and the demand for new IMAX Theater Systems”, and “Risk Factors – The Company may not convert all of its backlog into
revenue and cash flows” in Part I, Item 1A.)
(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and
its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)
The following tables provide detailed information about the commercial multiplex theaters in operation within the IMAX network by arrangement type
and geographic location as of December 31, 2021 and 2020:
Domestic Total (United States & Canada)
International:
Greater China
Asia (excluding Greater China)
Western Europe
Russia & the CIS
Latin America
Rest of the World
International Total
Worldwide Total(1)
December 31, 2021
Commercial Multiplex Theaters in IMAX Network
Traditional
JRSA
Hybrid
JRSA
Sale / Sales-
type Lease
Total
274
392
33
47
—
1
16
489
763
5
111
2
28
—
—
—
141
146
123
265
87
41
70
50
54
567
690
402
768
122
116
70
51
70
1,197
1,599
45
Domestic Total (United States & Canada)
International:
Greater China
Asia (excluding Greater China)
Western Europe
Russia & the CIS
Latin America
Rest of the World
International Total
Worldwide Total(1)
December 31, 2020
Commercial Multiplex Theaters in IMAX Network
Traditional
JRSA
Hybrid
JRSA
Sale / Sales-
type Lease
Total
276
376
33
48
—
1
16
474
750
5
106
2
27
—
—
—
135
140
125
247
88
40
68
50
54
547
672
406
729
123
115
68
51
70
1,156
1,562
(1) Period-to-period changes in the tables above are reported net of the effect of permanently closed theaters.
Backlog
The following table provides detailed information about the Company’s backlog as of December 31, 2021 and 2020:
December 31, 2021
December 31, 2020
Number of
Systems
Dollar Value
(in thousands)
Number of
Systems
New
Upgrade
New
Upgrade
New
Upgrade
New
Dollar Value
(in thousands)
Upgrade
Sales and sales-type lease
arrangements
Hybrid joint revenue sharing
arrangements
Traditional joint revenue
sharing arrangements
163
126
108 (1)
397
10
$ 190,280
$ 11,532
6
91,704
4,785
76 (1)
92
200 (2)
5,500 (2)
$ 282,184
$ 21,817
175
140
115 (1)
430
10
$ 200,296
$ 13,135
7
99,911
5,560
80 (1)
97
200 (2)
5,500 (2)
$ 300,407
$ 24,195
(1)
Includes 44 IMAX Theater Systems (2020 ― 46) where the customer has the option to convert from a joint revenue sharing arrangement to a sales
arrangement.
(2) The consideration owed under joint revenue sharing arrangements, which are accounted for as leases, is typically contingent on the box office receipts
earned by the exhibitor. Accordingly, such arrangements do not usually have a dollar value in backlog; however, certain joint revenue sharing
arrangements provide for contracted upfront payments and therefore carry a backlog value based on those payments.
The number of IMAX Theater Systems in backlog reflects the minimum number of commitments under signed contracts. The dollar value fluctuates
depending on the number of new arrangements signed from year-to-year, which adds to backlog and the installation and acceptance of IMAX Theater
Systems and the settlement of contracts, both of which reduce backlog. The dollar value of backlog typically represents the fixed contracted revenue under
signed IMAX Theater System sale and lease agreements that the Company expects to recognize as revenue upon installation and acceptance of the
associated system, as well as an estimate of variable consideration in sales arrangements. The value of backlog does not include amounts allocated to
maintenance and extended warranty revenues or revenue from theaters in which the Company has an equity interest, operating leases, and long-term
conditional theater commitments. The Company believes that the contractual obligations for IMAX Theater System installations that are listed in backlog
are valid and binding commitments.
46
From time to time, in the normal course of its business, the Company will have customers who are unable to proceed with an IMAX Theater System
installation for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the
customer will not proceed with installation, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company
and the customer are released from all their future obligations under the agreement, all or a portion of the initial rents or fees that the customer previously
made to the Company are recognized as revenue.
Certain of the Company’s contracts contain options for the customer to elect to upgrade system type during the term or to alter the contract structure (for
example, from a joint revenue sharing arrangement to a sale) after signing, but before installation. Current backlog information reflects all known elections.
The following tables provide detailed information about the Company’s backlog by arrangement type and geographic location as of December 31, 2021
and 2020:
Domestic Total (United States & Canada)
International:
Greater China
Asia (excluding Greater China)
Western Europe
Russia & the CIS
Latin America
Rest of the World
International Total
Worldwide Total
Domestic Total (United States & Canada)
International:
Greater China
Asia (excluding Greater China)
Western Europe
Russia & the CIS
Latin America
Rest of the World
International Total
Worldwide Total
Traditional
JRSA
December 31, 2021
IMAX Theater System Backlog
Hybrid
JRSA
Sale / Sales-type
Lease
Total
120
44
3
11
—
3
3
64
184
3
100
15
12
1
—
1
129
132
6
71
31
6
16
10
33
167
173
Traditional
JRSA
December 31, 2020
IMAX Theater System Backlog
Hybrid
JRSA
Sale / Sales-type
Lease
Total
122
50
5
12
—
3
3
73
195
3
114
15
13
1
—
1
144
147
8
87
30
5
15
7
33
177
185
129
215
49
29
17
13
37
360
489 (1)
133
251
50
30
16
10
37
394
527 (2)
(1)
Includes 158 new IMAX Laser Theater Systems and 92 upgrades of existing locations to IMAX Laser Theater Systems.
(2)
Includes 157 new IMAX Laser Theater Systems and 97 upgrades of existing locations to IMAX Laser Theater Systems.
Approximately 74% of IMAX Theater System arrangements in backlog as of December 31, 2021 are scheduled to be installed in international markets
(2020 ― 75%).
(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors –
The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial
condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)
47
Signings and Installations
The following tables provide detailed information about IMAX Theater System signings and installations for the years ended December 31, 2021 and
2020:
Theater System Signings:
New IMAX Theater Systems
Sales and sales-type lease arrangements
Hybrid joint revenue sharing lease arrangements
Traditional joint revenue sharing arrangements
Total new IMAX Theater Systems
Upgrades of IMAX Theater Systems
Total IMAX Theater System signings
Theater System Installations:
New IMAX Theater Systems(1)
Sales and sales-type lease arrangements
Hybrid joint revenue sharing lease arrangements
Traditional joint revenue sharing arrangements
Total new IMAX Theater Systems
Upgrades of IMAX Theater Systems
Total IMAX Theater System installations
Years Ended December 31,
December 31, 2021
December 31, 2020
20
—
9
29
7
36
28
18
2
48
17
65
Years Ended December 31,
December 31, 2021
December 31, 2020
35
9
18
62
13
75
27
5
23
55
16
71
(1)
Includes nine IMAX Xenon Theater Systems that were relocated from their original location (2020 ― three). When a theater system under a sales or
sales-type lease arrangement is relocated, the amount of revenue earned by the Company may vary from transaction-to-transaction and is usually less
than the amount earned for a new sale. In certain situations when a theater system is relocated, the original location is upgraded to an IMAX Laser
Theater System.
(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors –
The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial
condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)
48
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements and related disclosures in accordance with U.S. GAAP requires management to make judgments, assumptions,
and estimates that affect the amounts reported in the Company’s Consolidated Financial Statements and accompanying notes. Management’s judgments,
assumptions, and estimates are based on historical experience, future expectations, and other factors that are believed to be reasonable as of the date of the
Company’s Consolidated Financial Statements. Actual results may ultimately differ from the Company’s original estimates, as future events and
circumstances sometimes do not develop as expected, and the differences may be material. Management believes that the following are the Company’s most
critical accounting estimates, which are not ranked in any particular order, that may affect the Company’s reported results of operations and/or financial
condition. The Company’s significant accounting policies are described in Note 3 of Notes to Consolidated Financial Statements in Part II, Item 8.
Revenue Recognition
The application of U.S. GAAP related to the measurement and recognition of revenue requires management to make judgments and estimates. In
addition, revenue contracts with nonstandard terms and conditions may require significant interpretation to determine the appropriate accounting.
IMAX Theater Systems
The Company evaluates each of the performance obligations in an IMAX Theater System arrangement to determine which are considered distinct, either
individually or in a group, for accounting purposes and which of the deliverables represent separate performance obligations. The transaction price in an
IMAX Theater System arrangement is allocated to each good or service that is identified as a separate performance obligation based on estimated standalone
selling prices. This allocation is based on observable prices when the Company sells the good or service separately.
The Company’s “System Obligation” consists of the following: (i) an IMAX Theater System, which includes the projector, sound system, screen system
and, if applicable, a 3D glasses cleaning machine; (ii) services associated with the IMAX Theater System, including theater design support, the supervision
of installation services, and projectionist training; and (iii) a license to use the IMAX brand to market the theater. The System Obligation, as a group, is a
distinct performance obligation. The Company is not responsible for the physical installation of the equipment in the customer’s facility; however, it
supervises the installation by the customer. The customer has the right to use the IMAX brand from the date the Company and the customer enter into an
arrangement.
The Company has established standalone prices for the System Obligation and maintenance and extended warranty services, as well as for film license
arrangements. The Company uses an adjusted market assessment approach for separate performance obligations that do not have standalone selling prices or
third-party evidence of estimated standalone selling prices. The Company considers multiple factors including its historical pricing practices, product class,
market competition and geography.
Constraints on the Recognition of Variable Consideration
The transaction price for the System Obligation, other than for IMAX Theater Systems delivered pursuant to joint revenue sharing arrangements, consists
of upfront or initial payments made before and after the final installation of the system and ongoing payments throughout the term of the arrangement. The
Company estimates the transaction price, including an estimate of future variable consideration, received in exchange for the goods delivered or services
rendered. The arrangement for the sale of an IMAX Theater System includes indexed minimum payment increases over the term of the arrangement, as well
as the potential for additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales
arrangements include amounts owed by the customer based on a percentage of their box office receipts over the term of the arrangement. These contract
provisions are considered to be variable consideration. An estimate of the present value of such variable consideration is recognized as revenue upon the
transfer of control of the System Obligation to the customer, subject to constraints to ensure that there is not a risk of significant revenue reversal.
Variable consideration related to indexed minimum payment increases is outside of the Company’s control, but the movement in the rates is historically
well documented and economic trends in inflation are easily accessible. Accordingly, for each contract subject to an indexed minimum payment increase,
the Company estimates the most likely amount using published indices. The amount of the estimated minimum payment increase is then recorded at its
present value as of the date of recognition using the customer’s implied borrowing rate.
49
Variable consideration related to the level of the customer’s box office receipts is outside of the Company’s control as it is dependent upon the future
commercial success of the films released to the IMAX network. The estimated variable consideration initially recognized by the Company is based on
management’s box office projections for the theater, which are developed using historical box office data for that theater and, if necessary, comparable
theaters and territories. Using this data, management applies its understanding of these theater markets to estimate the most likely amount of variable
consideration to be earned over the term of the arrangement. Management then applies a constraint to this estimate by reducing the projection by a
percentage factor for theaters or markets with no or limited historical box office experience. In cases where direct historical experience can be observed,
average historical box office results, eliminating significant outliers, is used. The resulting amount of variable consideration is then recorded at its present
value as of the date of recognition using a risk-weighted discount rate. The Company reviews its variable consideration assets on at least a quarterly basis
considering recent box office performance and, when applicable, updated box office projections for future periods.
Current Expected Credit Losses
The ability of the Company to collect its accounts receivable, financing receivables, and variable consideration receivables is dependent on the viability
and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators
and, in certain situations, movie studios, may experience financial difficulties that could cause them to be unable to fulfill their payment obligations to the
Company.
The Company develops its estimate of credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates which
are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after taking into account management’s internal credit
quality classifications, as well as macro-economic and industry risk factors.
Judgments regarding the collectability of accounts receivable, financing receivables, and variable consideration receivables, and the amount of any
required allowance for credit losses, are based on management’s initial credit evaluation of the customer and the regular ongoing monitoring of the credit
quality of each customer. This monitoring process includes an analysis of collections history and aging for each customer, as well as meetings on at least a
monthly basis to identify credit concerns and potential changes in credit quality classification. A customer may improve their credit quality classification
once a substantial payment is made on an overdue balance or when the customer has agreed to a payment plan and payments have commenced in
accordance with that plan. Changes in credit quality classification are dependent upon management approval.
Management’s judgments regarding expected credit losses are based on the facts available to management at the time that the Consolidated Financial
Statements are prepared and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic and its effect on the theatrical
exhibition industry, the ability of the Company’s customers to meet their financial obligations is difficult to predict. As a result, the Company’s judgments
and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect.
(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic”. See Note 5 of Notes
to Consolidated Financial Statements in Part II, Item 8.)
Inventories
The Company records write-downs for excess and obsolete inventory based upon management’s judgments regarding future events and business
conditions, including the anticipated installation dates for the current backlog of theater system contracts, contracts in negotiation, technological
developments, growth prospects within the customers’ ultimate marketplace, and anticipated market acceptance of the Company’s current and pending
theater systems.
(See Note 8 of Notes to Consolidated Financial Statements in Part II, Item 8.)
50
Asset Impairments
Goodwill
Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in a business combination. Goodwill is not amortized,
but is tested annually for impairment at the reporting unit level in the fourth quarter of the year and between annual tests if indicators of potential
impairment exist. These indicators could include a decline in the Company’s stock price and market capitalization, a significant change in the outlook for the
reporting unit's business, including projections of future box office results and IMAX Theater System installations, lower than expected operating results,
increased competition, legal factors, or the sale or disposition of a significant portion of a reporting unit. For reporting units with goodwill, an impairment
loss is recognized for the amount by which the reporting unit's carrying value, including goodwill, exceeds its fair value. The carrying value of each
reporting unit is based on a systematic and rational allocation of certain assets and liabilities. The fair value of each reporting unit is assessed using a
discounted cash flow model based on management’s current short-term forecast and estimated long-term projections, against which various sensitivity
analyses are performed. The discount rates used in the cash flow model are derived based on the Company’s estimated weighted average cost of capital.
These estimates and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes.
In the fourth quarter of 2021, the Company performed its annual goodwill impairment test considering the latest available information and determined
that its goodwill was not impaired. As of December 31, 2021, the Company’s total Goodwill was $39.0 million, of which $19.1 million relates to the IMAX
Systems reporting unit, $13.5 million relates to the Joint Revenue Sharing Arrangement reporting unit, and $6.4 million relates to the IMAX Maintenance
reporting unit.
The estimates used in the Company’s goodwill impairment tests and the likelihood of future changes in these estimates depend on a number of
underlying variables and a range of possible outcomes. Actual results may materially differ from management’s estimates, especially due to the uncertainties
associated with the COVID-19 pandemic. The Company will continue to evaluate the recoverability of goodwill at the reporting unit level on an annual
basis and whenever events or changes in circumstances indicate there may be a potential impairment.
Long-Lived Assets
Long-lived assets are grouped and reviewed for impairment at the lowest level for which identifiable cash flows are largely independent whenever events
or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. In such situations, long-lived assets are
considered impaired when estimated future cash flows (undiscounted and without interest charges) resulting from the use of the asset (or asset group) and its
eventual disposition are less than the carrying value of the asset (or asset group). In such situations, the asset (or asset group) is written down to its fair
value, which is the present value of the estimated future cash flows. Factors that are considered when evaluating long-lived assets for impairment include a
current expectation that it is more likely than not that the long-lived asset will be sold significantly before the end of its useful life, a significant decrease in
the market price of the long-lived asset, and a significant change in the extent or manner in which the long-lived asset is being used.
Film Assets
The recoverability of the Company’s film assets is dependent upon the commercial acceptance of the underlying films and the resulting level of box
office results and, in certain situations, ancillary revenues. If management’s projections of future net cash flows resulting from the exploitation of a film
indicate that the carrying value of the film asset is not recoverable, the film asset is written down to its fair value.
Share-Based Compensation
The Company issues share-based compensation to eligible employees, directors, and consultants under the IMAX Corporate Second Amended and
Restated Long-Term Incentive Plan (as may be amended, the “IMAX LTIP”) and the China Long-Term Incentive Plan (the “China LTIP”) as summarized
below. The IMAX LTIP is the Company’s governing document and awards to employees, directors, and consultants under this plan may consist of stock
options, restricted share units (“RSUs”), performance stock units (“PSUs”) and other awards. A separate stock option plan, the China LTIP, was adopted by
a subsidiary of the Company in October 2012.
51
The Company measures share-based compensation expense using the grant date fair value of the award (as defined below), which is recognized as an
expense in the Consolidated Statements of Operations on a straight-line basis over the requisite service period. Share-based compensation expense is not
adjusted for estimated forfeitures, but is instead adjusted when and if actual forfeitures occur.
The Company grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-
based targets, and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The
achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year
performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending
upon actual performance versus the established EBITDA and share-price targets.
The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the
average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is
determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets
embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the
requisite service period.
The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly
complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price
volatility over the term of the award, and other relevant data. The compensation expense is fixed on the date of grant based on the dollar value of the PSUs
granted.
The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the
likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously
anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result
of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease
compensation expense is recorded in the period that such determination is made.
(See Note 17(b) of Notes to Consolidated Financial Statements in Part II, Item 8.)
Deferred Income Tax Assets
Income taxes are accounted for under the liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Investment
tax credits are recognized as a reduction of income tax expense.
The Company assesses the realization of deferred income tax assets and based on all available evidence, concludes whether it is more likely than not that
the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be
realizable. In assessing the need for a valuation allowance, management considers, among other things, projections of future taxable income and ongoing
prudent and feasible tax planning strategies. If management determines that sufficient negative evidence exists (for example, if the Company experiences
cumulative three-year losses in a certain jurisdiction), then management will consider recording a valuation allowance against all or a portion of the deferred
tax assets in that jurisdiction. If, after recording a valuation allowance, management’s projections of future taxable income and other positive evidence
considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove more difficult to support the
realization of these deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on the
Company’s effective income tax rate and results. Conversely, if, after recording a valuation allowance, management determines that sufficient positive
evidence exists in the jurisdiction in which a valuation allowance is recorded (for example, if the Company is no longer in a three-year cumulative loss
position in the jurisdiction, and management expects to have future taxable income in that jurisdiction based upon management’s forecasts and the expected
timing of deferred tax asset reversals), the Company may reverse all or a portion of the valuation allowance in that jurisdiction. In such situations, the
adjustment made to the deferred tax asset would have a favorable impact on the Company’s effective income tax rate and results in the period such
determination was made.
52
As of December 31, 2021, the Company’s Consolidated Balance Sheets include net deferred income tax assets of $13.9 million, net of a valuation
allowance of $46.0 million (December 31, 2020 — $18.0 million, net of a valuation allowance of $28.8 million). For the years ended December 31, 2021
and 2020, the Company recorded a valuation allowance of $17.2 million and $28.6 million, respectively, where management cannot reliably forecast that
sufficient future tax liabilities will arise in specific jurisdictions, which includes the long-term impact of the COVID-19 pandemic. The valuation allowance
is expected to reverse at the point in time when management determines it is more likely than not that the Company will incur sufficient tax liabilities to
allow it to utilize the deferred tax assets against which the valuation allowance is recorded. Despite the valuation allowance recorded against its deferred tax
assets, the Company remains entitled to benefit from tax attributes which currently have a valuation allowance applied to them.
(See Notes 12(d) and 12(g) of Notes to Consolidated Financial Statements in Part II, Item 8.)
Uncertain Tax Positions
The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Tax benefits are recognized only when it is
more likely than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-likely-than-not
recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has greater than 50% likelihood of being realized
upon settlement. Whether the more-likely-than-not recognition threshold is met for a particular tax benefit is a matter of judgment based on the individual
facts and circumstances evaluated in light of all available evidence as of the balance sheet date. Although management believes that the Company has
adequately accounted for its uncertain tax positions, tax audits can result in subsequent assessments where the ultimate resolution may result in the
Company owing additional taxes above what was originally recognized in its financial statements.
Tax reserves for uncertain tax positions are adjusted by the Company to reflect management’s best estimate of the outcome of examinations and
assessments and in light of changing facts and circumstances, such as the completion of a tax audit, expiration of a statute of limitations, the refinement of
an estimate, and interest accruals associated with the uncertain tax positions until they are resolved. Some of these adjustments require significant judgment
in estimating the timing and amount of the additional tax expense.
(See Note 12(h) of Notes to Consolidated Financial Statements in Part II, Item 8.)
RECENTLY ISSUED ACCOUNTING STANDARDS
Please see Note 4 of Notes to Consolidated Financial Statements in Part II, Item 8 for a discussion of recently issued accounting standards and their
impact on the Company’s financial statements.
53
RESULTS OF OPERATIONS
The Company’s business and future prospects are evaluated by Richard L. Gelfond, its Chief Executive Officer (“CEO”), using a variety of factors and
financial and operational metrics including: (i) IMAX box office performance and the securing of new IMAX DMR films and other events to be exhibited in
IMAX theaters; (ii) the signing, installation, and financial performance of theater system arrangements, particularly those involving laser-based projection
systems; (iii) the success of the Company’s investments in business evolution and brand extensions, including the distribution of live events to the IMAX
network and IMAX Enhanced, (iv) revenues and gross margins earned by the Company’s segments, as discussed below; (v) consolidated earnings from
operations, as adjusted for unusual items; (vi) the continuing ability to invest in and improve the Company’s technology to enhance the differentiation of
The IMAX Experience versus other out-of-home experiences; (vii) the overall execution, reliability, and consumer acceptance of The IMAX Experience;
and (viii) short- and long-term cash flow projections.
The CEO is the Company’s Chief Operating Decision Maker (“CODM”), as such term is defined under U.S. GAAP. The CODM, along with other
members of management, assess segment performance based on segment revenues and gross margins. Selling, general and administrative expenses, research
and development costs, the amortization of intangible assets, provisions for (recoveries of) current expected credit losses, certain write-downs, interest
income, interest expense, and income tax (expense) benefit are not allocated to the Company’s segments.
The Company’s reportable segments are organized into the following four categories: (i) IMAX Technology Network; (ii) IMAX Technology Sales and
Maintenance; (iii) Film Distribution and Post-Production; and (iv) New Business Initiatives. Within these categories are the Company’s following reportable
segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) Film
Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives, each of which are described above under “Sources of Revenue.” This
categorization is consistent with how the CODM reviews the financial performance of the Company and makes strategic decisions regarding resource
allocation and investments to meet long-term business goals. Management believes that a discussion and analysis based on the four categories listed above is
significantly more relevant and useful to readers, as the Company’s Consolidated Statements of Operations captions combine results from several segments.
The discussion of the Company’s results of operations below compares results for the years ended December 31, 2021 and 2020. A discussion of the
Company’s results of operations comparing results for the years ended December 31, 2020 and 2019 is included under the section entitled “Results of
Operations” in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and is incorporated by reference into
this Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
54
Results of Operations for the Years Ended December 31, 2021 and 2020
For the year ended December 31, 2021, the Company reported a net loss attributable to common shareholders of $(22.3) million, or $(0.38) per diluted
share, as compared to a net loss attributable to common shareholders of $(143.8) million, or $(2.43) per diluted share, for the year ended December 31,
2020.
For the year ended December 31, 2021, the Company reported an adjusted net loss attributable to common shareholders* of $(8.4) million, or $(0.14) per
diluted share*, as compared to an adjusted net loss attributable to common shareholders* of $(112.1) million, or $(1.89) per diluted share*, for the year
ended December 31, 2020.
Revenues and Gross Margin
The following table presents the Company’s revenue and gross margin (margin loss) by category and reportable segment for the years ended
December 31, 2021 and 2020:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent rent
IMAX Technology Sales and Maintenance
IMAX Systems (1)
Joint Revenue Sharing Arrangements, fixed fees
IMAX Maintenance
Other Theater Business (2)
Film Distribution and Post-Production
New Business Initiatives
Sub-total for reportable segments
Other
Total
Revenue
Gross Margin (Margin Loss)
2021
2020
2021
2020
$
$
70,659
46,184
116,843
$
28,265
17,841
46,106
$
44,782
21,761
66,543
65,660
5,406
53,339
2,363
126,768
5,724
3,704
253,039
1,844
254,883
$
54,055
2,056
21,999
1,666
79,776
8,719
2,226
136,827
176
137,003
$
34,981
1,343
27,572
398
64,294
848
3,399
135,084
(678)
134,406
$
$
13,731
(9,500)
4,231
24,816
529
3,068
(438)
27,975
(10,198)
1,878
23,886
(2,346)
21,540
(1) The revenue from this segment includes the initial upfront payments and the present value of fixed minimum payments from sale and sales-type lease
arrangements of IMAX Theater Systems, as well as the present value of estimated variable consideration from sales of IMAX Theater Systems. To a
lesser extent, the revenue from this segment also includes finance income associated with these revenue streams.
(2) The revenue from this segment principally includes after-market sales of IMAX projection system parts and 3D glasses.
*
See "Non-GAAP Financial Measures" below for a description of this non-GAAP financial measure and a reconciliation to the most comparable GAAP
amount.
55
Due to the COVID-19 pandemic, substantially all of the theaters in the IMAX network were closed for a significant portion of the first half of 2020, with
the theaters in Greater China closed beginning in late-January and substantially all of the Company’s remaining theaters closed beginning in mid-to-late
March. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout
the IMAX network gradually reopened. As a result, Hollywood and local language studios returned to a more normal cadence of film releases. In 2021, 63
new films were released to the IMAX global network, as compared to 31 in 2020, which led to a $379.0 million (146%) increase in GBO generated by
IMAX films, whereas conventional theaters saw an estimated 78% increase in box office. The box office results for IMAX films in 2021 were particularly
strong in the fourth quarter when GBO totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million in the fourth quarter of 2019, due to the
performance of films such as Spider-Man: No Way Home, No Time to Die, and Dune.
As a result of the factors discussed above, the Company’s consolidated results of operations and segment results improved significantly in 2021, when
compared to the prior year, with total revenues and gross margin increasing by $117.9 million (86%) and $112.9 million, respectively. See the captioned
sections below for a more detailed discussion of the Company’s segment results.
IMAX Technology Network
IMAX Technology Network results are influenced by the level of commercial success and box office performance of the films released to the network, as
well as other factors including the timing of the films released, the length of the theatrical distribution window, the take rates under the Company’s DMR
and joint revenue sharing arrangements, and the level of marketing spend associated with the films released in the year. Other factors impacting IMAX
Technology Network results include fluctuations in the value of foreign currencies versus the U.S. Dollar.
For the year ended December 31, 2021, IMAX Technology Network revenues and gross margin increased by $70.7 million (153%) and $62.3 million,
respectively, when compared to the prior year primarily due to the broader reopening of the IMAX theater network and the continued progress towards the
resumption of normal operations as the theatrical exhibition industry continues to recover from the COVID-19 pandemic. See below for separate discussions
of IMAX DMR and JRSA contingent rent results for the year.
IMAX DMR
For the year ended December 31, 2021, IMAX DMR revenues and gross margin increased by $42.4 million (150%) and $31.1 million, respectively,
when compared to the prior year. These increases are primarily due to a $379.0 million (146%) increase in GBO generated by IMAX films, from $259.2
million in 2020 to $638.2 million in 2021. The box office results for IMAX films in 2021 were particularly strong in the fourth quarter when GBO totaled
$277.5 million, surpassing the pre-pandemic total of $241.2 million in the fourth quarter of 2019, due to the performance of films such as Spider-Man: No
Way Home, No Time to Die, and Dune.
For the year ended December 31, 2021, GBO was generated by the exhibition of 69 films (63 new and 6 carryovers) and the re-release of classic titles.
During the year ended December 31, 2020, GBO was generated by the exhibition of 35 films (31 new and 4 carryovers) and the re-release of classic titles.
In addition to the level of revenues, IMAX DMR gross margin is also influenced by the costs associated with the films exhibited in the period, and can
vary from period-to-period, particularly with respect to marketing expenses. For the year ended December 31, 2021, marketing expenses were $8.2 million,
as compared to $3.4 million in the prior year.
Joint Revenue Sharing Arrangements – Contingent Rent
For the year ended December 31, 2021, JRSA contingent rent revenue and gross margin increased by $28.3 million (159%) and $31.3 million,
respectively, when compared to the prior year. These increases are primarily due to a $208.1 million (159%) increase in GBO generated by theaters under
joint revenue sharing arrangements, from $131.0 million in 2020 to $339.1 million in 2021.
56
In addition to the level of revenues, JRSA contingent rent margin is also influenced by the level of costs associated with such arrangements, such as
depreciation expense related to the underlying theater systems and costs incurred to upgrade the network from IMAX Xenon Theater Systems to IMAX
Laser Theater Systems, as well as advertising, marketing, and commission costs primarily for the launch of new theaters. The level of depreciation expense
in a period relative to the prior year is generally a function of the growth of the theater network and the mix of theater system configurations in the network.
For the year ended December 31, 2021, JRSA gross margin included depreciation expense of $22.3 million, which represents a $2.6 million (10%) decrease
when compared to the prior year. The lower level of depreciation expense in the current year is due, in part, to the effect of lease term extensions entered
into with exhibitor customers during the COVID-19 pandemic, partially offset by incremental depreciation expense associated with a 2% increase in the
number of theaters operating under joint revenue sharing arrangements. For the year ended December 31, 2021, JRSA gross margin includes advertising,
marketing, and commission costs of $1.5 million, as compared to $1.4 million in the prior year.
IMAX Technology Sales and Maintenance
The primary drivers of IMAX Technology Sales and Maintenance results are the number of IMAX Theater Systems installed in a period, and the level of
gross margin percentage earned on each installation, as well as the associated maintenance contracts that accompany each theater installation. The
installation of IMAX Theater Systems in newly built theaters or multiplexes, which make up a large portion of the Company’s theater system backlog,
depends primarily on the timing of the construction of those projects, which is not under the Company’s control.
For the year ended December 31, 2021, IMAX Technology Sales and Maintenance revenue and gross margin increased by $47.0 million (59%) and
$36.3 million (130%), respectively, when compared to the prior year. See below for separate discussions of IMAX Systems and IMAX Maintenance
segment results for the year.
The following table provides detailed information about the mix of IMAX Theater System installed and recognized during the years ended December 31,
2021 and 2020:
(In thousands of U.S. Dollars, except number of systems)
New IMAX Theater Systems:
Sales and sales-type lease arrangements(1)
Joint revenue sharing arrangements — hybrid
Total new IMAX Theater Systems(2)
IMAX Theater System upgrades:
Sales and sales-type lease arrangements
Joint revenue sharing arrangements — hybrid
Total upgraded IMAX Theater Systems
Total
2021
Number of
Systems
Revenue
2020
Number of
Systems
Revenue
35 $
9
44
7
1
8
52 $
43,097
5,192
48,289
10,596
775
11,371
59,660
27 $
5
32
6
—
6
38 $
32,420
2,000
34,420
10,087
—
10,087
44,507
(1) The arrangement for the sale of an IMAX Theater System includes fixed upfront and ongoing consideration, including indexed annual minimum
payment increases over the term of the arrangement, as well as an estimate of the contingent fees that may become due if certain annual minimum box
office receipt thresholds are exceeded.
(2)
Includes seven IMAX Xenon Theater Systems that were relocated from their original location, which are subject to sales and sales-type lease
arrangements (2020 — one subject to joint revenue sharing arrangements - hybrid). When a theater system under a sales or sales-type lease
arrangement is relocated, the amount of revenue earned by the Company may vary from transaction-to-transaction and is usually less than the amount
earned for a new sale. In certain situations when a theater system is relocated, the original location is upgraded to an IMAX Laser Theater System.
57
The average revenue per IMAX Theater System under sales and sales-type lease arrangements varies depending upon the number of IMAX Theater
System commitments with a single respective exhibitor, an exhibitor’s location and various other factors. The average revenue per full (i.e., not hybrid), new
IMAX Theater System under sales and sales-type lease arrangements was $1.5 million for the year ended December 31, 2021, as compared to $1.2 million
in the prior year.
IMAX Systems
For the year ended December 31, 2021, IMAX Systems revenue and gross margin increased by $11.6 million (21%) and $10.2 million (41%)
respectively, when compared to the prior year. The higher level of revenue and gross margin is the result of nine additional IMAX Theater System
installations (including upgrades) under sales and sales-type lease arrangements in the current year due to an increased pace of theater system installations as
the effects of the COVID-19 pandemic subside.
IMAX Maintenance
As a result of the financial difficulties faced by the theatrical exhibition industry arising out of the COVID-19 pandemic, beginning in the second quarter
of 2020 and through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by waiving or reducing maintenance
fees during periods when theaters were closed or operating with reduced capacities. During this period, maintenance revenue was not recognized in
situations when there was a reasonable likelihood that a theater would receive such relief. Due to the global reopening of the IMAX theater network and the
substantial resumption of normal operations throughout the theatrical exhibition industry, as evidenced by GBO for the fourth quarter of 2021 exceeding
pre-pandemic levels, the Company ended the temporary relief program for its exhibitor customers and, as a result, recognized maintenance revenue of $6.3
million that had been deferred due to the potential for the waiver or reduction of maintenance fees during the COVID-19 pandemic, including $2.5 million
that had been deferred from 2020 with the remainder from the first nine months of 2021. (See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Impact of COVID-19 Pandemic.”)
For the year ended December 31, 2021, IMAX Maintenance segment revenue and gross margin increased by $31.3 million (142%) and $24.5 million,
respectively, when compared to the prior year, due to the broader reopening of IMAX theater network in 2021 and the continued progress towards the
resumption of normal operations as the theatrical exhibition industry continues to recover from the COVID-19 pandemic.
Maintenance margins vary depending on the mix of theater system configurations in the theater network, volume-pricing related to larger relationships
and the timing and the date(s) of installation and/or service.
Film Distribution and Post-Production
For the year ended December 31, 2021, Film Distribution and Post-Production revenues decreased by $3.0 million (34%) and gross margin increased by
$11.0 million, when compared to the prior year. The comparison of gross margin to the prior year is significantly influenced by $10.0 million of impairment
losses recorded in 2020 principally to write-down the carrying value of certain documentary and alternative content film assets due to a decrease in
projected box office totals and related revenues based on management’s regular quarterly recoverability assessments. There were no such losses recorded
during the current year.
Selling, General and Administrative Expenses
For the year ended December 31, 2021, Selling, General and Administrative Expenses increased by $8.8 million (8%), when compared to the prior year.
For the year ended December 31, 2021, Selling, General, and Administrative Expenses, excluding the impact of share-based compensation expense of $23.8
million, were $93.5 million, as compared to $87.8 million in the prior year, excluding share-based compensation expense of $20.7 million, representing an
increase of $5.7 million (7%). A portion of share-based compensation expense is recognized within Cost and Expenses Applicable to Revenue and Research
and Development. (See Note 17 of Notes to Consolidated Financial Statements in Part II, Item 8.)
The increase in Selling, General and Administrative Expenses versus the prior year is due to the higher level of business activity in the second half of
2021 as the effects of the COVID-19 pandemic subsided, resulting in higher staff costs, marketing expenses, and facilities related expenses. These factors
are partially offset by management’s cost control efforts in the first half of 2021 during an earlier stage of the COVID-19 pandemic. Also impacting the
comparison to the prior year is a $5.7 million (18%) increase in labor and other costs allocated out of Selling, General and Administrative Expenses and into
costs applicable to revenues or capitalized to certain assets due to a return to a more normal level of production as the effects of the pandemic recede. By
comparison, in the prior year, a large portion of the Company’s productive capacity was idle during an earlier stage of the pandemic.
58
For the years ended December 31, 2021 and 2020, the Company recognized $3.8 million and $7.1 million, respectively, in benefits from various COVID-
19 government relief programs principally as reductions to Selling, General and Administrative Expenses ($2.9 million and $6.0 million, respectively),
Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million, respectively), and Research and Development ($nil and $0.1 million,
respectively). These benefits are predominantly related to the CEWS program, which ended in October 2021.
Research and Development
A significant portion of the Company’s recent research and development efforts have been focused on its laser-based projection systems, which the
Company believes present greater brightness and clarity, higher contrast, a wider color gamut and deeper blacks, consume less power and last longer than
other digital projection technologies, and are capable of illuminating the largest screens in the IMAX network. To a lesser extent, the Company’s recent
research and development efforts have also focused on image enhancement technology, developing technologies and systems to help bring additional
interactivity to its IMAX theater network.
For the year ended December 31, 2021, Research and Development expenses increased by $1.3 million (24%), when compared to the prior year.
The Company intends to continue research and development to further evolve its end-to-end technology. This includes bringing connectivity to the
Company’s global theater network and experimenting with live and interactive events worldwide; developing new IMAX film cameras and certifying
additional digital cameras; further improving its proprietary DMR process for the delivery of content for both theatrical and home entertainment; and further
improving the reliability of its projectors, as well as enhancing the Company’s image and sound quality.
Credit Loss (Reversal) Expense, Net
For the year ended December 31, 2021, the Company recorded a net reversal of current expected credit losses of $4.0 million principally due to the
reversal of previously recorded credit loss expense as a result of an improving outlook for theater operators as the theatrical exhibition industry continues to
recover from the COVID-19 pandemic, as well as improved collection experience with respect to foreign studio receivable balances, partially offset by new
provisions recorded in the period.
For the year ended December 31, 2020, the Company recorded a provision for current expected credit loss of $18.6 million which reflected judgments
made by management regarding the potential effects of the COVID-19 pandemic on the credit quality of Company’s theater and studio related receivable
balances.
Management’s judgments regarding expected credit losses are based on the facts available to management at the time that the Consolidated Financial
Statements are prepared and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s
customers and their ability to meet their financial obligations to the Company is difficult to predict. As a result, the Company’s judgments and associated
estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect. (See Notes 2 and 5 of Notes to Consolidated Financial
Statements in Part II, Item 8.)
Asset Impairments
For the year ended December 31, 2020, the Company recorded asset impairments of $1.2 million principally related to the write-down of content-related
assets which became impaired in the year. There were no such impairments recorded during the year ended December 31, 2021. (See Note 2 of Notes to
Consolidated Financial Statements in Part II, Item 8.)
Legal Judgment and Arbitration Awards
For the year ended December 31, 2021, the Company recorded a $1.8 million benefit within Legal Judgment and Arbitration Awards as a result of the
settlement of the Giencourt matter, compared to an expense of $4.1 million recorded in the prior year related to this matter. (See Note 16(b) of Notes to
Consolidated Financial Statements in Part II, Item 8.)
59
Realized and Unrealized Investment Gains (Losses)
In the first quarter of 2019, IMAX China (Hong Kong), Limited, a wholly-owned subsidiary of IMAX China, entered into a cornerstone investment
agreement with Maoyan Entertainment (“Maoyan”) and purchased equity securities for $15.2 million. In February 2021, IMAX China (Hong Kong),
Limited sold all of its 7,949,000 shares of Maoyan for gross proceeds of $17.8 million, which represents a $2.6 million gain relative to the Company’s
acquisition cost and a $5.2 million gain compared to the fair value of the investment as of December 31, 2020. Prior to this sale, the Company accounted for
its investment in Maoyan at fair value with any changes in fair value recorded to the Consolidated Statements of Operations. For the year ended
December 31, 2020, the fair value of the Company’s investment in Maoyan experienced an unrealized loss of $2.1 million.
Income Taxes
For the year ended December 31, 2021, the Company recorded income tax expense of $20.6 million (2020 — $26.5 million). The Company’s effective
tax rate for year ended December 31, 2021 of 187.2% differs from the Canadian statutory tax rate of 26.5%, primarily due to the fact that the Company
recorded an additional $17.2 million valuation allowance against deferred tax assets where management cannot reliably forecast that sufficient future tax
liabilities will arise in specific jurisdictions, which includes the long-term impact of the COVID-19 pandemic. The $17.2 million increase in the valuation
allowance recorded in 2021 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations ($14.7 million) and
Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5 million). Accordingly, the tax benefit associated with the current year losses in
these jurisdictions is not ultimately reflected in the Company’s Consolidated Statements of Operations. Also impacting the Company’s effective tax rate for
the year ended December 31, 2021 are jurisdictional tax rate differences, including a difference related to the gain on the sale of the Maoyan investment (see
“Realized and Unrealized Investment Gains (Losses)” above) and a change in the estimated contingent liabilities related to the potential resolution of
various tax examinations.
In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources
globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts
required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability of $19.1
million in 2020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the
repatriation of any such earnings. In 2021, the deferred tax liability for the applicable foreign withholding taxes was increased by $0.5 million due to an
increase in the amount of distributable historical earnings. During the year ended December 31, 2021, $20.4 million of historical earnings from a subsidiary
in China were distributed and, as a result, $2.0 million of foreign withholding taxes were paid to the relevant tax authorities. The remaining deferred tax
liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.
(See Note 12 of Notes to Consolidated Financial Statements in Part II, Item 8.)
Equity Method Investments
For the year ended December 31, 2020, the Company reported a loss of $1.9 million due to the write-off of deferred tax assets related to an equity
method investment. No such loss was recorded in the year ended December 31, 2021.
Non-Controlling Interests
The Company’s Consolidated Financial Statements include the non-controlling interest in the net income (loss) of IMAX China as well as the impact of
non-controlling interests in the activity of its Original Film Fund subsidiary. For the year ended December 31, 2021, the net income attributable to non-
controlling interests of the Company’s subsidiaries was $12.8 million (2020 — net loss of $(13.7) million).
60
CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Operating Activities
The net cash used in or provided by the Company’s operating activities is affected by a number of factors, including: (i) the level of cash collections from
customers in respect of existing IMAX Theater System sale and lease agreements, (ii) the amount of upfront payments collected in respect of IMAX Theater
System sale and lease agreements in backlog, (iii) the box-office performance of films distributed by the Company and/or released to IMAX theaters, (iv)
the level of inventory purchases and (v) the level of the Company’s operating expenses, including expenses for research and development and new business
initiatives.
For the year ended December 31, 2021, the net cash provided by the Company’s operating activities totaled $6.1 million, as compared to net cash used in
operating activities of $23.0 million in the prior year. In 2021, the net cash provided by the Company’s operating activities is principally a function of the
Company’s cash earnings, partially offset by the increase in Accounts Receivable of $52.5 million resulting from revenue growth attributable to the broader
reopening of theaters as the theatrical exhibition industry recovers from the COVID-19 pandemic. To a lesser extent, the cash provided by the Company’s
operating activities is also partially offset by $14.8 million spent in connection with the development of Film Assets.
For the year ended December 31, 2020, the net cash outflow from operating activities of $23.0 million was principally due to the significant decrease in
the Company’s revenue and earnings as a result of the COVID-19 pandemic. In addition, the Company experienced a slowdown in manufacturing,
shipments and installation of IMAX Theater Systems at customer sites, resulting in an increase in Inventories. These cash outflows were partially offset by a
$33.6 million decrease in Accounts Receivable.
Investing Activities
For the year ended December 31, 2021, the net cash used in the Company’s investing activities totaled less than $0.1 million, as compared to net cash
used in investing activities of $9.3 million in 2020. In 2021, the net cash used in investing activities is primarily driven by $10.1 million invested in
equipment to be used in the Company’s joint revenue sharing arrangements with exhibitors (2020 — $6.7 million), $4.1 million of intangible assets
capitalized, principally related to the development of internal use software (2020 — $1.9 million), and $3.6 million related to the purchase of property, plant
and equipment (2020 — $0.7 million). Based on management’s current operating plan for 2022, the Company expects to continue to use cash to deploy
additional IMAX Theater Systems under joint revenue sharing arrangements. This cash outflow is offset by $17.8 million in cash proceeds received from the
sale of the Company’s investment in Maoyan (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Realized and
Unrealized Investment Gains (Losses)”).
Capital expenditures, including the Company’s investment in joint revenue sharing equipment, purchase of property, plant and equipment, other
intangible assets and investments in film assets were $32.6 million in 2021 as compared to $16.9 million in 2020.
Financing Activities
For the year ended December 31, 2021, the net cash used in the Company’s financing activities totaled $132.7 million, as compared to $240.6 million
provided by financing activities in the prior year. In 2021, the net cash used in financing activities is principally due to $304.0 million in net repayments of
revolving credit facility borrowings, which were funded in part with a portion of the $223.7 million in net proceeds received from the issuance of the
Convertible Notes. The net cash used in financing activities for the current year is also the result of the $19.1 million purchase of capped calls related to the
Convertible Notes, as well as $24.0 million used to repurchase common shares of the Company ($13.9 million) and IMAX China Holding, Inc. ($10.1
million). (See Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8 for additional information on the issuance of the Convertible Notes
and the related capped call transactions.)
In 2020, the net cash provided by financing activities totaled $240.6 million and was principally due to $287.6 million in revolving credit facility
borrowings, partially offset by $36.6 million paid to repurchase common shares under the Company’s share repurchase program.
61
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2021, the Company’s principal sources of liquidity included: (i) its balances of cash and cash equivalents ($189.7 million); (ii) the
anticipated collection of trade accounts receivable, which includes amounts owed under joint revenue sharing arrangements and DMR agreements with
movie studios; (iii) the anticipated collection of financing receivables due in the next 12 months under sales and sales-type lease arrangements for theaters
currently in operation; and (iv) installment payments expected in the next 12 months under sales and sales-type lease arrangements in backlog. Under the
terms of the Company’s typical sale and sales-type lease agreements, the Company receives substantial cash payments before it completes the performance
of its contractual obligations.
In addition, as of December 31, 2021, the Company also had $300.0 million in available borrowing capacity under its Fifth Amended and Restated Credit
Agreement, with Wells Fargo Bank, National Association (the “Credit Agreement”) and $26.2 million in available borrowing capacity under IMAX
(Shanghai) Multimedia Technology Co., Ltd.’s revolving facility (the “Working Capital Facility”). (See Note 14 of Notes to Consolidated Financial
Statements in Part II Item 8 for a description of the material terms of the Credit Agreement, as well as its related amendments, and the Working Capital
Facility.)
The Company’s $189.7 million balance of cash and cash equivalents as of December 31, 2021 includes $102.1 million in cash held outside of Canada
(December 31, 2020 — $89.9 million), of which $76.3 million was held in the PRC (December 31, 2020 — $77.2 million). In 2020, management completed
a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this
reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations
would no longer be indefinitely reinvested. In 2021, $20.4 million of historical earnings from a subsidiary in China were distributed and, as a result, $2.0
million of foreign withholding taxes were paid to the relevant tax authorities. As of December 31, 2021, the Company’s Consolidated Balance Sheets
include a deferred tax liability of $17.6 million for the applicable foreign withholding taxes associated with the remaining balance of unrepatriated historical
earnings that will not be indefinitely reinvested outside of Canada. These taxes will become payable upon the repatriation of any such earnings.
The Company forecasts its future cash flows and short-term liquidity requirements on an ongoing basis. These forecasts are based on estimates and may
be materially impacted by factors that are outside of the Company’s control (including the factors described in “Risk Factors” in Part I, Item 1A). As a
result, there is no guarantee that these forecasts will come to fruition and that the Company will be able to fund its operations through cash flows from
operations. In particular, the Company’s operating cash flows and cash balances will be adversely impacted if management’s projections of future signings
and installations of IMAX Theater Systems and box office performance of IMAX DMR content are not realized.
The impact of the COVID-19 global pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company
during 2020 and, to a lesser extent, 2021, when compared to periods prior to the onset of the pandemic, as GBO results from the Company’s theater
customers declined, the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed
or operating with reduced capacities. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out
of pandemic-related closures, although improving, the Company has experienced and may continue to experience delays in collecting payments due under
existing theater sale or lease arrangements. In response, in 2020 and 2021, the Company provided temporary relief to certain exhibitor customers by
suspending or reducing maintenance fees during periods when theaters were closed or operating with reduced capacities and, in certain situations, provided
extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or
lease arrangement.
Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the
IMAX network gradually reopened. As of December 31, 2021, 95% of the theaters in the IMAX commercial multiplex network open at various capacities.
For the year ended December 31, 2021, GBO generated by IMAX films totaled $638.2 million, surpassing the total for 2020 by $379.0 million (146%),
whereas conventional theaters saw an estimated 78% increase in box office. Moreover, during the fourth quarter of 2021, GBO generated by IMAX films
totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million for the fourth quarter of 2019, due to the performance of films such as Spider-
Man: No Way Home, No Time to Die, and Dune. Included in this fourth quarter GBO performance is an all-time Company record for the month of October.
Management is encouraged by these box office results and believes they indicate that moviegoers are returning to theaters, and in particular IMAX theaters,
where and when theaters are open and they feel safe.
Based on the Company’s current cash balances and operating cash flows, management expects to have sufficient capital and liquidity to fund its
anticipated operating needs and capital requirements during the next twelve-month period following the date of this report.
62
(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors –
The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial
condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)
CONTRACTUAL OBLIGATIONS
Payments to be made by the Company under contractual obligations as of December 31, 2021 are as follows:
(In thousands of U.S. Dollars)
Purchase obligations(1)
Pension obligations(2)
Operating lease obligations(3)
Working Capital Facility(4)
Convertible Notes(5)
Postretirement benefits obligations
Payments Due by Period
Total
Obligation
34,084
20,298
18,833
3,612
235,175
3,066
315,068
Less Than One
Year
33,907
$
—
3,760
3,612
1,150
117
42,546
$
$
$
$
$
1 to 3 years
3 to 5 years
Thereafter
42
20,298
4,669
—
2,300
266
27,575
$
$
—
—
4,127
—
231,725
262
236,114
$
$
135
—
6,277
—
—
2,421
8,833
(1) Represents total payments to be made under binding commitments with suppliers and outstanding payments to be made for supplies ordered, but yet to
be invoiced.
(2) The Company has an unfunded defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), covering its CEO, Mr.
Richard L. Gelfond. The SERP has a fixed benefit payable of $20.3 million. The table above assumes that Mr. Gelfond will receive a lump sum
payment of $20.3 million six months after retirement at the end of the term of his current employment agreement, which expires on December 31,
2022, in accordance with the terms of the SERP, although Mr. Gelfond has not informed the Company that he intends to retire at that time. (See Note
23 of Notes to Consolidated Financial Statements in Part II, Item 8.)
(3) Represents total minimum annual rental payments due under the Company’s operating leases, which almost entirely relates to leased office space in
New York.
(4) The Working Capital Facility expires in July 2022. (See Note 14(a) of Notes to Consolidated Financial Statements in Part II, Item 8.)
(5) The Convertible Notes bear interest at a rate of 0.500% per annum on the principal of $230.0 million, payable semi-annually in arrears on April 1 and
October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or
converted. (See Note 14(b) of Notes to Consolidated Financial Statements in Part II, Item 8.)
OFF-BALANCE SHEET ARRANGEMENTS
There are currently no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company’s
financial condition.
63
NON-GAAP FINANCIAL MEASURES
GAAP refers to generally accepted accounting principles in the United States of America. In this report, the Company presents financial measures in
accordance with GAAP and also on a non-GAAP basis under the SEC regulations. Specifically, the Company presents the following non-GAAP financial
measures as supplemental measures of its performance:
•
•
•
•
Adjusted net loss attributable to common shareholders;
Adjusted net loss attributable to common shareholders per basic and diluted share;
EBITDA; and
Adjusted EBITDA per Credit Facility.
Adjusted net loss attributable to common shareholders and adjusted net loss attributable to common shareholders per basic and diluted share exclude,
where applicable: (i) share-based compensation; (ii) COVID-19 government relief benefits, net; (iii) legal judgment and arbitration awards; (iv) realized and
unrealized investment gains or losses, as well as the related tax impact of these adjustments, and (v) income taxes resulting from management’s decision to
no longer indefinitely reinvest the historical earnings of certain foreign subsidiaries.
The Company believes that these non-GAAP financial measures are important supplemental measures that allow management and users of the
Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods without the
after-tax impact of share-based compensation and certain unusual items included in net loss attributable to common shareholders. Although share-based
compensation is an important aspect of the Company’s employee and executive compensation packages, it is a non-cash expense and is excluded from
certain internal business performance measures.
A reconciliation of net loss attributable to common shareholders and the associated per share amounts to adjusted net loss attributable to common
shareholders and adjusted net loss attributable to common shareholders per diluted share are presented in the table below.
(In thousands of U.S. Dollars, except per share amounts)
Net loss attributable to common shareholders
Adjustments(1):
Years Ended December 31,
2021
2020
Net Loss
Per Share
Net Loss
Per Share
$
(22,329)
$
(0.38) $
(143,775) $
(2.43)
Share-based compensation
COVID-19 government relief benefits, net
Legal judgment and arbitration awards
Realized and unrealized investment (gains) losses
Tax impact on items listed above
Income taxes resulting from management's decision to no longer indefinitely reinvest
the historical earnings of certain foreign subsidiaries
Adjusted net loss(1)
24,815
(3,839)
(1,770)
(3,769)
(1,909)
0.42
(0.06)
(0.03)
(0.06)
(0.03)
20,558
(7,115)
4,105
1,450
(630)
381
(8,420)
$
$
0.01
(0.14) $
13,344
(112,063) $
0.35
(0.12)
0.07
0.02
(0.01)
0.23
(1.89)
Weighted average shares outstanding - basic and diluted
59,126
59,237
(1) Reflects amounts attributable to common shareholders.
64
In addition to the non-GAAP financial measures discussed above, management also uses “EBITDA,” as such term is defined in the Credit Agreement,
and which is referred to herein as “Adjusted EBITDA per Credit Facility.” As allowed by the Credit Agreement, Adjusted EBITDA per Credit Facility
includes adjustments in addition to the exclusion of interest, taxes, depreciation and amortization. Accordingly, this non-GAAP financial measure is
presented to allow a more comprehensive analysis of the Company’s operating performance and to provide additional information with respect to the
Company’s compliance against its Credit Agreement requirements, when applicable. In addition, the Company believes that Adjusted
EBITDA per Credit Facility presents relevant and useful information widely used by analysts, investors and other interested parties in the
Company’s industry to evaluate, assess and benchmark the Company’s results.
EBITDA is defined as net income or loss excluding: (i) income tax expense or benefit; (ii) interest expense, net of interest income; (iii)
depreciation and amortization, including film asset amortization; and (iv) amortization of deferred financing costs. Adjusted EBITDA per
Credit Facility is defined as EBITDA excluding: (i) share-based and other non-cash compensation; (ii) realized and unrealized investment gains or
losses; (iii) write-downs, net of recoveries, including asset impairments and credit loss expense; and (iv) legal judgment and arbitration
awards.
A reconciliation of net loss attributable to common shareholders, which is the most directly comparable GAAP measure, to EBITDA and Adjusted
EBITDA per Credit Facility are presented in the table below.
(In thousands of U.S. Dollars)
Reported net loss
Add (subtract):
For the Twelve Months Ended December 31, 2021 (1)
Attributable to
Non-controlling
Interests and
Less: Attributable to
Non-controlling
Attributable to
Common Shareholders
Interests
Common Shareholders
$
(9,577) $
12,752 $
(22,329)
Income tax expense
Interest expense, net of interest income
Depreciation and amortization, including film asset amortization
Amortization of deferred financing costs(2)
EBITDA
Share-based and other non-cash compensation
Realized and unrealized investment gains
(Recoveries) write-downs, including asset impairments and credit loss
expense
Legal judgment and arbitration awards
Adjusted EBITDA per Credit Facility
$
$
20,564
2,362
56,082
2,513
71,944 $
26,079
(5,340)
(2,187)
(1,770)
88,726 $
4,049
(356)
5,255
—
21,700 $
1,114
(1,571)
(1,159)
—
20,084 $
16,515
2,718
50,827
2,513
50,244
24,965
(3,769)
(1,028)
(1,770)
68,642
(1) The Senior Secured Net Leverage Ratio in the Company’s Credit Agreement is calculated using Adjusted EBITDA per Credit Facility determined on a
trailing twelve-month basis. During the first quarter of 2021, the Company entered into the Second Amendment to the Credit Facility Agreement
which, among other things, suspends the Senior Secured Net Leverage Ratio financial covenant in the Credit Agreement through the first quarter of
2022 and, once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019 in lieu of EBITDA for the
corresponding quarters of 2021. For more information see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8.
(2) The amortization of deferred financing costs is recorded within Interest Expense in the Consolidated Statements of Operations.
The Company cautions users of its financial statements that these non-GAAP financial measures may not be comparable to similarly titled measures
reported by other companies. Additionally, the non-GAAP financial measures used by the Company should not be considered in isolation, or as a substitute
for, or superior to, the comparable GAAP amounts.
65
Item 7A. Quantitative and Qualitative Factors about Market Risk
The Company is exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position
and cash flows. Market risk is the potential change in an instrument’s value caused by, for example, fluctuations in interest and currency exchange rates. The
Company’s primary market risk exposure is the risk of unfavorable movements in exchange rates between the U.S. Dollar, the Canadian Dollar and Chinese
Renminbi (“RMB”). The Company does not use financial instruments for trading or other speculative purposes.
Foreign Exchange Rate Risk
A majority of the Company’s revenue is denominated in U.S. Dollars while a significant portion of its costs and expenses is denominated in Canadian
Dollars. A portion of the Company’s net U.S. Dollar cash flows is converted to Canadian Dollars to fund Canadian Dollar expenses through the spot market.
In addition, IMAX films generate box office in 87 different countries, and therefore unfavorable exchange rates between applicable local currencies and the
U.S. Dollar could have an impact on the GBO generated by the Company’s exhibitor customers and its revenues. The Company has incoming cash flows
from its revenue generating theaters and ongoing operating expenses in China through its majority-owned subsidiary IMAX Shanghai. In Japan, the
Company has ongoing Yen-denominated operating expenses related to its Japanese operations. Net RMB and Japanese Yen cash flows are converted to
U.S. Dollars through the spot market. The Company also has cash receipts under leases denominated in RMB, Japanese Yen, Euros and Canadian Dollars.
The Company manages its exposure to foreign exchange rate risks through its regular operating and financing activities and, when appropriate, through
the use of derivative financial instruments. These derivative financial instruments are utilized to hedge economic exposures as well as reduce earnings and
cash flow volatility resulting from shifts in market rates.
Certain of the Company’s PRC subsidiaries held approximately RMB 484.7 million ($76.0 million) in cash and cash equivalents as of December 31,
2021 (December 31, 2020 — RMB 500.3 million or $76.7 million) and are required to transact locally in RMB. Foreign currency exchange transactions,
including the remittance of any funds into and out of the PRC, are subject to controls and require the approval of the China State Administration of Foreign
Exchange to complete. Any developments relating to the Chinese economy and any actions taken by the Chinese government are beyond the control of the
Company; however, the Company monitors and manages its capital and liquidity requirements to ensure compliance with local regulatory and policy
requirements. (See “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business
there” in Part I, Item 1A.)
For the year ended December 31, 2021, the Company recorded a foreign exchange net gain of $1.3 million as compared to a foreign exchange net gain of
$0.8 million in 2020, associated with the translation of foreign currency denominated monetary assets and liabilities.
The Company has entered into a series of foreign currency forward contracts to manage the risks associated with the volatility of foreign currencies.
Certain of these foreign currency forward contracts met the criteria required for hedge accounting under the Derivatives and Hedging Topic of the
FASB ASC at inception, and continue to meet hedge effectiveness tests as of December 31, 2021, with settlement dates throughout 2022. Foreign currency
derivatives are recognized and measured in the Consolidated Balance Sheets at fair value. Changes in the fair value (i.e., gains or losses) are recognized in
the Consolidated Statements of Operations except for derivatives designated and qualifying as foreign currency cash flow hedging instruments. The
Company currently has cash flow hedging instruments associated with Selling, General and Administrative Expenses. For foreign currency cash flow
hedging instruments related to Selling, General and Administrative Expenses, the effective portion of the gain or loss in a hedge of a forecasted transaction
is reported within Accumulated Other Comprehensive Income and reclassified to the Consolidated Statements of Operations when the forecasted transaction
occurs. For foreign currency cash flow hedging instruments related to Inventories, the effective portion of the gain or loss in a hedge of a forecasted
transaction is reported within Accumulated Other Comprehensive Income and reclassified to Inventories on the Consolidated Balance Sheets when the
forecasted transaction occurs. For foreign currency cash flow hedging instruments related to capital expenditures, the effective portion of the gain or loss in
a hedge of a forecasted transaction is reported within Accumulated Other Comprehensive Income and reclassified to Property, Plant and Equipment on the
Consolidated Balance Sheets when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the Consolidated Statements of
Operations.
66
The notional value of foreign currency cash flow hedging instruments that qualify for hedge accounting as of December 31, 2021 was $26.7 million
(December 31, 2020 — $26.4 million). A gain of $0.5 million was recorded to Other Comprehensive Income with respect to the change in fair value of
these contracts in 2021 (2020 — gain of $0.6 million). A gain of $1.7 million was reclassified from Accumulated Other Comprehensive Income to Selling,
General and Administrative Expenses in 2021 (2020 — loss of $0.6 million to Selling, General and Administrative Expenses and Inventories). A gain of
$0.3 million resulting from a change in the classification of certain forward contracts no longer meeting the requirements for hedge accounting were
reclassified from Accumulated Other Comprehensive Income to Selling, General and Administrative Expenses (2020 — $nil). The notional value of
forward contracts that do not qualify for hedge accounting as of December 31, 2021 was $nil (December 31, 2020 — $5.6 million).
For all derivative instruments, the Company is subject to counterparty credit risk to the extent that the counterparty may not meet its obligations to the
Company. To manage this risk, the Company enters into derivative transactions only with major financial institutions.
As of December 31, 2021, the Company’s Financing Receivables and working capital items denominated in Canadian Dollars, RMB, Japanese Yen,
Euros and other foreign currencies translated into U.S. Dollars was $171.2 million, of which $170.0 million was denominated in RMB. Assuming a 10%
appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates as of December 31, 2021, the potential
change in the fair value of foreign currency-denominated financing receivables and working capital items would have been $17.1 million. A significant
portion of the Company’s Selling, General, and Administrative Expenses is denominated in Canadian Dollars. Assuming a 1% change appreciation or
depreciation in foreign currency exchange rates as of December 31, 2021, the potential change in the amount of Selling, General, and Administrative
Expenses would be $0.1 million.
Interest Rate Risk Management
The Company’s earnings may also be affected by changes in interest rates due to the impact those changes have on its interest income from cash, and its
interest expense from variable-rate borrowings that may be made under the Credit Facility. Specifically, the Company’s largest exposure with respect to
variable rate debt comes from changes in LIBOR. The Company had no variable rate debt instruments outstanding as of December 31, 2021.
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA will no
longer compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. On March 5, 2021, the FCA formally announced the dates that
LIBOR will stop being published after June 30, 2023. While the most commonly used LIBORs will be available until June 2023 for legacy contracts,
regulators are requiring banks in the United States to cease entering into new contracts that reference USD LIBOR as soon as practicable, but no later than
December 31, 2021. As a result, on December 13, 2021, the Company entered into the Fourth Amendment to the Credit Agreement to facilitate a transition
from a LIBOR-based interest rate to an interest rate based on the Euro Interbank Offered Rate for non-USD denominated loans. Loans under the Credit
Facility bear interest, at the Company’s option, at (i) LIBOR plus a margin ranging from 1.00% to 1.75% per annum; or (ii) the U.S. base rate plus a margin
ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s Total Leverage Ratio (as defined in the Credit Agreement). The Credit
Agreement matures on June 28, 2023, prior to the date that USD LIBOR rates will cease publication on June 30, 2023. The Company does not expect the
discontinuation of LIBOR to have a material impact on future interest expense. (See Note 14 of Notes to Consolidated Financial Statements in Part II, Item
8.)
67
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 271)
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
************
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73
74
75
76
77
78
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of IMAX Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of IMAX Corporation and its subsidiaries (together, the Company) as of
December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive (loss) income, cash flows and
shareholders’ equity for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as
the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for its allowance for
current expected credit losses in 2020.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on
Internal Control over Financial Reporting appearing under Item 9A of this Annual Report on Form 10-K. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
69
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to
the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to
which they relate.
Revenue Recognition – Theater Systems Revenue
As described in notes 3(p) and 21 to the consolidated financial statements, the Company recognized revenue from IMAX Systems related to
the IMAX Technology Sales and Maintenance category (theater systems) of $65.7 million for the year ended December 31, 2021.
Management evaluates whether a theater system arrangement involves either a sale or a lease of a theater system, and for those
arrangements that are accounted for as a sale of a theater system, determines the transaction price and the allocation thereof to each
separate performance obligation based on estimated standalone selling prices. For arrangements accounted for as a sale of a theater system,
the transaction price allocated to the performance obligation is recognized when the conditions signifying transfer of control have been met.
For theater system arrangements, management applied significant judgment in (i) determining whether the theater system arrangement
related to either a sale or a lease by considering the terms of the arrangement including title to the theater system equipment and payment
consideration; (ii) estimating the transaction price which may include the discounted present value of fixed ongoing payments and variable
consideration (such as indexed minimum payment increases and additional payments owed by the customer if certain minimum box office
receipt thresholds are exceeded); (iii) allocating the transaction price to each separate performance obligation based on estimated standalone
selling prices; and (iv) determining the timing of revenue recognition based on when performance obligations are met.
The principal considerations for our determination that performing procedures relating to the revenue recognition of theater systems revenue
is a critical audit matter are that management identified the matter as a critical accounting estimate, and there was significant judgment
required by management in (i) determining whether the theater system arrangement related to a sale or a lease; (ii) estimating the transaction
price which may include the discounted present value of fixed ongoing payments and variable consideration; (iii) allocating the transaction
price to each separate performance obligation; and (iv) determining the timing of revenue recognition. This in turn led to a high degree of
auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the revenue recognition of theater
systems revenue.
70
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process,
including controls over management’s review and approval of revenue recognition memorandums produced for each theater system
arrangement which include the determination of the type of theater system arrangement, the estimate of the transaction price and allocation
thereof and the timing of the related revenue recognition. These procedures also included, among others, evaluating the reasonableness of
management’s assessment of whether the theater system arrangement related to either a sale or a lease by considering the contractual terms
and conditions of the executed contracts. Procedures were also performed to test management’s process for estimating the transaction price
for a sample of contracts with customers, including (i) evaluating the appropriateness of management’s discounted present value method; (ii)
testing the completeness, accuracy and relevance of the data used in estimating the transaction price; and (iii) evaluating the reasonableness
of significant assumptions used by management, including the discount rate and expected future performance of underlying theaters
associated with the arrangement. Evaluating management’s assumption related to the discount rate involved evaluating whether the
assumption was reasonable considering consistency with external market data. Evaluating management’s assumption related to expected
future performance of underlying theaters associated with the arrangement involved evaluating whether the assumption was reasonable
considering the current and past performance of the underlying theaters. Procedures were also performed to test management’s process for
allocating the transaction price to each separate performance obligation, including (i) evaluating the appropriateness of management’s
method of allocating the transaction price; (ii) testing the completeness, accuracy and relevance of the data used in allocating the transaction
price; and (iii) evaluating the reasonableness of significant assumptions used by management, including estimated standalone selling prices.
Evaluating management’s assumption related to estimated standalone selling prices involved evaluating whether the assumption was
reasonable by comparing the estimate to current and historical transactions. Evaluating the appropriateness of management’s assessment of
the timing of revenue recognition involved inspecting the customers’ certificates of acceptance and theater openings during the year.
Uncertain Tax Positions
As described in notes 3(o) and 12 to the consolidated financial statements, the Company had total tax reserves of $13.9 million as of
December 31, 2021 related to uncertain tax positions. The Company is subject to ongoing tax exposures, examinations and assessments in
various jurisdictions. Tax benefits are recognized only when it is more likely than not, based on the technical merits, that the benefits will be
sustained on examination. Tax benefits that meet the more-likely-than-not recognition threshold are measured using a probability weighting of
the largest amount of tax benefit that has greater than 50% likelihood of being realized upon settlement. As disclosed by management, tax
audits can result in subsequent assessments where the ultimate resolution may result in the Company owing additional taxes above what was
originally recognized. Tax reserves for uncertain tax positions are adjusted by management to reflect their best estimate of the outcome of
examinations and assessments and in light of changing facts and circumstances, such as the completion of a tax audit, expiration of a statute
of limitations, the refinement of an estimate, and interest accruals associated with the uncertain tax positions until they are resolved. The
estimate of the Company’s tax reserves relating to uncertain tax positions required management to assess uncertainties and to make
significant judgments about the application of complex tax laws.
The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i)
the significant judgment by management in determining uncertain tax positions, including a high degree of estimation uncertainty relative to
the numerous and complex tax laws, frequency of tax audits, and potential for significant adjustments as a result of such audits; (ii) a high
degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s timely identification, recognition
and measurement of uncertain tax positions; (iii) the evaluation of audit evidence available to support the tax reserves for uncertain tax
positions resulted in significant auditor judgment as the nature of the evidence is often subjective; and (iv) the audit effort involved the use of
professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition
of the tax reserves for uncertain tax positions, controls addressing completeness of the uncertain tax positions, and controls over
measurement of the tax reserves. These procedures also included, among others (i) testing the information used in the calculation of the tax
reserves for uncertain tax positions; (ii) testing the calculation of the tax reserves for uncertain tax positions by jurisdiction; and (iii) evaluating
the status and results of income tax audits with the relevant tax authorities, as applicable. Professionals with specialized skill and knowledge
were used to assist in the evaluation of the completeness and measurement of the Company’s uncertain tax positions, including evaluating
the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained and the amount of
potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.
71
Allowance for Credit Losses on Accounts Receivable, Financing Receivables and Variable Consideration Receivables
As described in notes 3(e) and 5 to the consolidated financial statements, the Company’s allowance for credit losses related to accounts
receivable was $11.9 million, the allowance for credit losses related to financing receivables was $6.2 million and the allowance for credit
losses related to variable consideration receivables was $1.1 million as of December 31, 2021 (together allowance for credit losses on
receivables). Accounts receivable, financing receivables and variable consideration receivables are measured on the amortized cost basis
and presented at the net amount expected to be collected. Management reduced the allowance for credit losses by $4.8 million for the year
ended December 31, 2021. Management develops its estimate of credit losses by class of receivable and customer type through a calculation
that utilizes historical loss rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after
taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors. Management
applied judgment in estimating the allowance for credit losses on receivables, which included assessing credit quality classifications, macro-
economic and industry risk factors.
The principal considerations for our determination that performing procedures relating to the allowance for credit losses on accounts
receivable, financing receivables and variable consideration receivables is a critical audit matter are (i) the judgment by management in
estimating the allowance for credit losses on receivables; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing
procedures and evaluating management’s assessment of credit quality classifications, macro-economic and industry risk factors.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of the
allowance for credit losses on receivables, including controls related to management’s assessment of credit quality classifications, macro-
economic and industry risk factors. These procedures also included, among others (i) testing management’s process for estimating the
allowance for credit losses on receivables; (ii) evaluating the appropriateness of management’s method; (iii) testing the completeness and
accuracy of underlying data used in the method; and (iv) evaluating the reasonableness of management’s assessment of credit quality
classifications, macro-economic and industry risk factors. Evaluating the reasonableness of management’s assessment of credit quality
classifications, macro-economic and industry risk factors on a sample basis involved considering (i) recent payment patterns of customers; (ii)
consistency with external market and industry data; (iii) inquiries with management regarding adjustments for forward-looking information on
economic factors affecting the ability of customers to settle the receivables; (iv) recent correspondence with customers; (v) recent public filings
by customers; and (vi) whether this assessment was consistent with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
February 23, 2022
We have served as the Company’s auditor since 1987, which includes periods before the entity became subject to SEC reporting
requirements.
72
IMAX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. Dollars except share amounts)
As of December 31,
2021
2020
Assets
Cash and cash equivalents
Accounts receivable, net of allowance for credit losses
Financing receivables, net of allowance for credit losses
Variable consideration receivable, net of allowance for credit losses
Inventories
Prepaid expenses
Film assets, net of accumulated amortization
Property, plant and equipment, net of accumulated depreciation
Investment in equity securities
Other assets
Deferred income tax assets, net of valuation allowance
Other intangible assets, net of accumulated amortization
Goodwill
Total assets
Liabilities
Accounts payable
Accrued and other liabilities
Revolving credit facility borrowings, net of unamortized debt issuance costs
Convertible notes, net of unamortized discounts and debt issuance costs (see Note 14)
Deferred revenue
Deferred income tax liabilities
Total liabilities
Commitments and contingencies (see Notes 15 and 16)
Non-controlling interests
Shareholders' equity
Capital stock common shares — no par value. Authorized — unlimited number.
58,653,642 issued and outstanding (December 31, 2020 — 58,921,731 issued and 58,921,008
outstanding)
Less: Treasury stock, nil shares at cost (December 31, 2020 — 723)
Other equity (see Note 3(a))
Statutory surplus reserve
Accumulated deficit
Accumulated other comprehensive income
Total shareholders' equity attributable to common shareholders
Non-controlling interests (see Note 3(a))
Total shareholders' equity
Total liabilities and shareholders' equity
$
$
$
$
189,711 $
110,050
141,049
44,218
26,924
11,802
4,241
260,353
1,087
17,799
13,906
23,080
39,027
883,247 $
15,943 $
111,896
2,472
223,641
81,281
17,642
452,875
758
409,979
—
174,620
3,932
(234,975)
2,527
356,083
73,531
429,614
883,247 $
317,379
56,300
131,810
40,526
39,580
10,420
5,777
277,397
13,633
21,673
17,983
26,245
39,027
997,750
20,837
99,354
305,676
—
87,982
19,134
532,983
759
407,031
(11)
188,845
—
(202,849)
988
394,004
70,004
464,008
997,750
(See the accompanying notes, which are an integral part of these Consolidated Financial Statements)
73
IMAX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. Dollars, except per share amounts)
Revenues
Technology sales
Image enhancement and maintenance services
Technology rentals
Finance income
Costs and expenses applicable to revenues
Technology sales
Image enhancement and maintenance services
Technology rentals
Gross margin
Selling, general and administrative expenses
Research and development
Amortization of intangibles
Credit loss (reversal) expense, net
Asset impairments
Legal judgment and arbitration awards (see Note 16)
Exit costs, restructuring charges and associated impairments
Income (loss) from operations
Realized and unrealized investment gains (losses)
Retirement benefits non-service expense
Interest income
Interest expense
Income (loss) before taxes
Income tax expense
Equity in (losses) income of investees, net of tax
Net (loss) income
Net (income) loss attributable to non-controlling interests
Net (loss) income attributable to common shareholders
Years Ended December 31,
2021
2020
2019
$
66,153 $
131,148
46,790
10,792
254,883
37,039
58,062
25,376
120,477
134,406
117,322
6,944
4,877
(3,951)
—
(1,770)
—
10,984
5,340
(463)
2,218
(7,092)
10,987
(20,564)
—
(9,577)
(12,752)
(22,329) $
$
49,728 $
59,318
17,841
10,116
137,003
33,170
53,598
28,695
115,463
21,540
108,485
5,618
5,394
18,608
1,151
4,105
—
(121,821)
(2,081)
(600)
2,388
(7,010)
(129,124)
(26,504)
(1,858)
(157,486)
13,711
(143,775) $
118,245
188,547
77,961
10,911
395,664
63,627
88,175
29,690
181,492
214,172
123,456
5,203
4,955
2,430
—
—
850
77,278
(517)
(737)
2,105
(2,793)
75,336
(16,768)
3
58,571
(11,705)
46,866
Net (loss) income per share attributable to common shareholders - basic and diluted:
Net (loss) income per share — basic and diluted
$
(0.38) $
(2.43) $
0.76
(See the accompanying notes, which are an integral part of these Consolidated Financial Statements)
74
IMAX CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands of U.S. Dollars)
Net (loss) income
Other comprehensive income, before tax
Unrealized defined benefit plan actuarial gain (loss)
Unrealized postretirement benefit plans actuarial gain (loss)
Prior service cost arising during the period
Amortization of prior service cost
Unrealized net gain from cash flow hedging instruments
Realized net (gain) loss from cash flow hedging instruments
Reclassification of unrealized gain from ineffective cash flow hedging instruments
Foreign currency translation adjustments
Total other comprehensive income, before tax
Income tax benefit (expense) related to other comprehensive income
Other comprehensive income, net of tax
Comprehensive (loss) income
Comprehensive (income) loss attributable to non-controlling interests
Comprehensive (loss) income attributable to common shareholders
Years Ended December 31,
2021
2020
2019
$
(9,577)
$
(157,486)
$
58,571
132
140
—
185
468
(1,707)
(318)
3,364
2,264
286
2,550
(7,027)
(13,763)
(20,790)
$
(897)
(351)
—
87
500
604
—
5,992
5,935
55
5,990
(151,496)
11,899
(139,597)
$
157
(153)
(456)
—
552
1,183
—
(729)
554
(378)
176
58,747
(11,483)
47,264
$
(See the accompanying notes, which are an integral part of these Consolidated Financial Statements)
75
IMAX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars)
Operating Activities
Net (loss) income
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
$
Years Ended December 31,
2021
2020
2019
(9,577) $
(157,486) $
58,571
Depreciation and amortization
Amortization of deferred financing costs
Credit loss (reversal) expense, net
Write-downs
Deferred income tax expense
Share-based and other non-cash compensation
Unrealized foreign currency exchange loss (gain)
Realized and unrealized investment (gains) losses
Equity in losses (income) of investees
Changes in assets and liabilities:
Accounts receivable
Inventories
Film assets
Deferred revenue
Changes in other operating assets and liabilities
Net cash provided by (used in) operating activities
Investing Activities
Purchase of property, plant and equipment
Investment in equipment for joint revenue sharing arrangements
Acquisition of other intangible assets
Proceeds from sale of (investment in) equity securities
Net cash used in investing activities
56,082
2,513
(3,951)
1,764
2,996
26,079
256
(5,340)
—
(52,453)
11,451
(14,810)
(6,591)
(2,354)
6,065
(3,590)
(10,094)
(4,092)
17,769
(7)
52,704
902
18,608
17,729
23,618
22,038
(1,355)
2,081
1,858
33,597
1,637
(7,665)
(6,637)
(24,640)
(23,011)
(697)
(6,654)
(1,904)
—
(9,255)
Financing Activities
Proceeds from issuance of convertible notes, net
Debt issuance costs related to convertible notes
Purchase of capped calls related to convertible notes
Revolving credit facility borrowings
Repayments of revolving credit facility borrowings
Credit facility amendment fees paid
Repurchase of common shares, IMAX Corporation
Repurchase of common shares, IMAX China
Treasury stock purchased for future settlement of restricted share units
Taxes withheld and paid on employee stock awards vested
Common shares issued - stock options exercised
Issuance of subsidiary shares to non-controlling interests (net of return on capital)
Dividends paid to IMAX China non-controlling interests
Net cash (used in) provided by financing activities
Effects of exchange rate changes on cash
(Decrease) increase in cash and cash equivalents during year
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
223,675
(1,161)
(19,067)
3,600
(307,609)
(527)
(13,905)
(10,060)
—
(3,660)
883
—
(4,889)
(132,720)
(1,006)
(127,668)
317,379
189,711 $
—
—
—
287,610
—
(1,073)
(36,624)
(1,534)
(3,086)
(512)
—
—
(4,214)
240,567
(406)
207,895
109,484
317,379 $
$
(See the accompanying notes, which are an integral part of these Consolidated Financial Statements)
76
62,978
509
2,430
4,376
6,762
23,570
32
517
(3)
(8,621)
1,942
(23,437)
(12,242)
(27,008)
90,376
(7,421)
(40,489)
(2,931)
(15,153)
(65,994)
—
—
—
35,000
(55,000)
—
(2,659)
(19,162)
(13,833)
(590)
2,404
1,106
(4,384)
(57,118)
630
(32,106)
141,590
109,484
IMAX CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of U.S. Dollars except share amounts)
2021
Years Ended December 31,
2020
2019
Adjustments to capital stock:
Balance, beginning of year
Change in shares held in treasury
Restricted share units vested
Employee stock options exercised, net of shares withheld for employee tax obligations
Grant date fair value of stock options exercised
Average carrying value of repurchased and retired common shares
Balance, end of year
Adjustments to other equity:
Balance, beginning of year
Amortization of share-based payment expense - stock options
Amortization of share-based payment expense - restricted share units
Amortization of share-based payment expense - performance stock units
Restricted share units vested
Grant date fair value of stock options exercised
Change in ownership interest related to IMAX China common share repurchases
Purchase of capped calls related to convertible notes
Cash received from the issuance of common shares in excess of par value
Stock options exercised from treasury shares purchased on open market
Balance, end of year
Adjustments to statutory surplus reserve:
Balance, beginning of period
Establishment of statutory surplus reserve, IMAX China
Balance, end of period
Adjustments to accumulated deficit:
Balance, beginning of year
Net (loss) income attributable to common shareholders
Statutory surplus reserve deducted from retained earnings, IMAX China
Common shares repurchased and retired
Balance, end of year
Adjustments to accumulated other comprehensive income (loss):
Balance, beginning of year
Other comprehensive income, net of tax
Balance, end of year
Adjustments to non-controlling interests:
Balance, beginning of year
Net income (loss) attributable to non-controlling interests
Other comprehensive income (loss), net of tax
Share-based compensation attributable to non-controlling interests
Establishment of statutory surplus reserve, IMAX China
Statutory surplus reserve deducted from IMAX China retained earnings
Dividends paid to non-controlling shareholders of IMAX China
Change in ownership interest related to IMAX China common share repurchases
Balance, end of year
Total Shareholders' Equity (see Note 3 (a))
Common shares issued and outstanding:
Balance, beginning of year
Employee stock options exercised
Restricted share units and stock option exercises settled from treasury shares purchased on open market
Restricted share units settled with new treasury shares
Repurchase of common shares
Shares held in treasury
Balance, end of year
$
$
$
407,020
11
9,833
883
271
(8,039)
409,979
188,845
1,267
17,116
5,733
(14,740)
(271)
(4,263)
(19,067)
—
—
174,620
—
3,932
3,932
(202,849)
(22,329)
(3,932)
(5,865)
(234,975)
988
1,539
2,527
70,004
12,753
1,011
449
1,699
(1,699)
(4,889)
(5,797)
73,531
429,614 $
58,921,008
41,613
723
531,629
(841,331)
—
58,653,642
$
419,348
4,027
1,448
—
—
(17,803)
407,020
180,225
2,426
13,532
2,708
(9,370)
—
(676)
—
—
—
188,845
—
—
—
(40,253)
(143,775)
—
(18,821)
(202,849)
(3,190)
4,178
988
81,057
(8,572)
1,812
779
—
—
(4,214)
(858)
70,004
464,008 $
61,175,852
—
187,020
42,982
(2,484,123)
(723)
58,921,008
421,539
(3,122)
—
1,752
104
(925)
419,348
179,079
8,813
13,481
—
(10,295)
(104)
(9,642)
—
454
(1,561)
180,225
—
—
—
(85,385)
46,866
—
(1,734)
(40,253)
(3,588)
398
(3,190)
81,273
13,343
(223)
568
—
—
(4,384)
(9,520)
81,057
637,187
61,433,589
19,088
44,579
—
(134,384)
(187,020)
61,175,852
(See the accompanying notes, which are an integral part of these Consolidated Financial Statements)
77
IMAX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of U.S. Dollars, unless otherwise stated)
1. Description of the Business
IMAX Corporation is a Canadian corporation that was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the
former IMAX Corporation (“Predecessor IMAX”). Predecessor IMAX was incorporated in 1967. As of December 31, 2021, IMAX Corporation indirectly
owns 71.11% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China is a consolidated
subsidiary of the Company.
IMAX Corporation, together with its consolidated subsidiaries (the “Company”), is a premier global technology platform for entertainment and events.
Through its proprietary software, theater architecture, patented intellectual property, and specialized equipment, IMAX offers a unique end-to-end solution
to create superior, immersive content experiences for which the IMAX® brand is globally renown. Top filmmakers, movie studios, artists, and creators
utilize the cutting-edge visual and sound technology of IMAX to connect with audiences in innovative ways. As a result, IMAX is among the most
important and successful global distribution platforms for domestic and international tentpole films and, increasingly, exclusive experiences ranging from
live performances to interactive events with leading artists and creators.
The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the digital remastering of
films and other content into the IMAX format (“IMAX DMR®”) and the sale or lease of premium IMAX theater systems (“IMAX Theater Systems”). The
Company refers to all theaters using the IMAX Theater System as “IMAX theaters.”
IMAX Theater System arrangements also include a requirement for the Company to provide maintenance services over the life of the arrangement in
exchange for an extended warranty and annual maintenance fee paid by the theater owner or operator. Under these arrangements, the Company provides
preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX quality standard. The Company’s theater
business activities also include the after-market sale of IMAX projection system parts and 3D glasses.
As of December 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial
multiplexes, 12 commercial destinations and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84
countries and territories as of December 31, 2020 including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional
locations.
The Company also distributes large-format documentary films, primarily to institutional theaters, and distributes exclusive experiences ranging from live
performances to interactive events with leading artists and creators. In addition, the Company provides film post-production and quality control services for
large-format films, whether produced by IMAX or third parties, and digital post-production services.
The Company has the following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX
Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives, which are described in
Note 21.
2. Impact of COVID-19 Pandemic
The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the
global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19,
including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close,
including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally
scheduled for release in 2020 and early 2021, including many of the films scheduled to be shown in IMAX theaters, while several other films were released
directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key
markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of
COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to
the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As of December 31, 2021, 95% of the theaters in the global
IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United
States and Canada), 95% of the theaters in Greater China and 91% of the theaters in Rest of World markets.
78
The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a
lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as box office results from the theaters in the IMAX network
declined, the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed or
operating with reduced capacities. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of
pandemic-related theater closures, although improving, the Company has experienced and may continue to experience delays in collecting payments due
under existing theater sale or lease arrangements. In response, beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company
provided temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating
with reduced capacities and, in certain situations, by providing extended payment terms on annual minimum payment obligations in exchange for a
corresponding or longer extension of the term of the underlying sale or lease arrangement.
As a result of the uncertainties associated with the pandemic, the Company took significant steps in 2020 and 2021 to preserve cash by eliminating non-
essential costs, temporarily furloughing certain employees, reducing the working hours of other employees, and reducing all non-essential capital
expenditures to minimum levels. The Company also implemented an active cash management process, which, among other things, required senior
management approval of all outgoing payments.
Also, in the first quarter of 2021, the Company issued $230.0 million of Convertible Notes. The net proceeds from the issuance of the Convertible Notes
were approximately $223.7 million, after deducting the initial purchasers’ discounts and commissions, which were used in part to repay a portion of
outstanding borrowings under the Credit Facility provided by the Company’s Credit Agreement with Wells Fargo. In addition, during 2021, the Company
entered into amendments to the Credit Agreement which, among other things, suspend the Senior Secured Net Leverage Ratio financial covenant in the
Credit Agreement through the first quarter of 2022 and once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019
in lieu of EBITDA for the corresponding quarters of 2021. As of December 31, 2021, the Company was in compliance with all of its requirements under the
Credit Agreement, as amended. (Each defined term used, but not defined in this paragraph is defined in Note 14.)
In 2020 and 2021, the Company recognized a total of $10.9 million in wage subsidies, tax credits, and other financial support under COVID-19 relief
legislation that has been enacted in the countries in which it operates, primarily under the Canada Emergency Wage Subsidy (“CEWS”) program. For the
years ended December 31, 2021 and 2020, these benefits were recognized in the Consolidated Statements of Operations as reductions to Selling, General
and Administrative Expenses ($2.9 million and $6.0 million, respectively), Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million,
respectively), and Research and Development ($nil and $0.1 million, respectively). The CEWS program expired in October 2021.
The impact of the COVID-19 pandemic on the Company’s business and financial results will continue to depend on numerous evolving factors that
cannot be accurately predicted and that will vary by jurisdiction and market, including the duration and scope of the pandemic, the emergence of variants of
the virus, the progress made on administering vaccines and developing treatments, the continuing impact of the pandemic on global economic conditions
and ongoing government responses to the pandemic, which could lead to further theater closures, theater capacity restrictions and/or delays in the release of
films.
3. Summary of Significant Accounting Policies
The Company prepares its Consolidated Financial Statements in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities
and Exchange Commission. The significant accounting policies used by the Company are summarized below.
(a) Revision of prior year amounts and other reclassifications
In the current year’s Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity, the Company revised the December 31, 2020
and December 31, 2019 balances of Total Shareholders’ Equity Attributable to Common Shareholders and Non-Controlling Interests. The revisions were
principally made to properly reflect changes in the Company’s ownership interest in IMAX China as a result of common share repurchases and the
amortization of share-based compensation related to IMAX China. The revisions resulted in a $0.5 million reclassification between the January 1, 2019
balances of Other Equity and Non-Controlling Interests, as well as reclassifications of $8.5 million and $8.4 million, respectively, between the balances of
Other Equity and Non-Controlling Interests as of December 31, 2020 and 2019. There is no change in Total Shareholders’ Equity as a result of the revisions.
79
(b) Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company together with its consolidated subsidiaries, except for subsidiaries which
have been identified as variable interest entities (“VIEs”) where the Company is not the primary beneficiary. All intercompany accounts and transactions
have been eliminated. The Company has evaluated its various variable interests to determine whether they are VIEs as required by U.S. GAAP.
The Company has interests in ten film production companies, which have been identified as VIEs. The Company is the primary beneficiary of and
consolidates five of these entities as it has the power to direct the activities that most significantly impact the economic performance of the VIE, and it has
the obligation to absorb losses or the right to receive benefits from the respective VIE that could potentially be significant. The majority of the assets
relating to these production companies are held by the IMAX Original Film Fund (the “Original Film Fund”) as described in Note 24(b). The Company does
not consolidate the other five film production companies because it does not have the power to direct their activities and it does not have the obligation to
absorb the majority of the expected losses or the right to receive expected residual returns. The Company uses the equity method of accounting for these
entities, which are not material to the Company’s Consolidated Financial Statements. A loss in value of an equity method investment that is other than
temporary is recognized as a charge in the Consolidated Statements of Operations.
As of December 31, 2021 and 2020, total assets and liabilities of the Company's consolidated VIEs are as follows:
(In thousands of U.S. Dollars)
Total assets
Total liabilities
(c) Estimates and Assumptions
December 31,
2021
December 31,
2020
$
$
1,576 $
259 $
1,543
230
The preparation of financial statements and related disclosures in accordance with U.S. GAAP requires management to make judgments, assumptions,
and estimates that affect the amounts reported in the Company’s Consolidated Financial Statements and accompanying notes. Management’s judgments,
assumptions, and estimates are based on historical experience, future expectations and other factors that are believed to be reasonable as of the date of the
Consolidated Financial Statements. Actual results may ultimately differ from management’s original estimates, as future events and circumstances
sometimes do not develop as expected, and the differences may be material.
Significant estimates made by management include, but are not limited to: (i) the allocation of the transaction price in an IMAX Theater System
arrangement to distinct performance obligations; (ii) the amount of variable consideration to be earned on sales of IMAX Theater Systems based on
projections of future box office performance; (iii) expected credit losses on accounts receivable, financing receivables, and variable consideration
receivables; (iv) provisions for the write-down of excess and obsolete inventory; (v) the fair values of the reporting units used in assessing the recoverability
of goodwill; (vi) the cash flow projections used in testing the recoverability of long-lived assets such as the theater system equipment supporting joint
revenue sharing arrangements; (vii) the economic lives of the theater system equipment supporting joint revenue sharing arrangements; (viii) the useful lives
of intangible assets; (ix) the ultimate revenue forecasts used to test the recoverability of film assets; (x) the discount rates used to determine the present value
of financing receivables and lease liabilities, as well as to determine the fair values of the Company’s reporting units for the purpose of assessing the
recoverability of goodwill; (xi) pension plan assumptions; (xii) estimates related to the fair value and projected vesting of share-based payment awards;
(xiii) the valuation of deferred income tax assets; and (xiv) reserves related to uncertain tax positions.
The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a
lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as described in Note 2. Although management is encouraged by the
broad reopening of the IMAX theater network, the continued progress towards the resumption of normal theater operations, and recent box office results,
there continues to be a higher degree of risk and uncertainty relating to the judgments, assumptions, and estimates used by management in preparing the
Company’s Consolidated Financial Statements.
(d) Cash and Cash Equivalents
The Company considers all highly liquid investments convertible to a known amount of cash and with an original maturity of three months or less to be
cash equivalents.
80
(e) Receivables
In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance
regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The standard
requires financial assets measured on the amortized cost basis to be presented at the net amount expected to be collected. The Company’s accounts
receivable, financing receivables and variable consideration receivables are within the scope of ASU No. 2016-13. The Company adopted ASU No. 2016-13
and several associated ASUs on January 1, 2020 with no required cumulative-effect adjustment to accumulated deficit.
The Company develops an estimate of expected credit losses by class of receivable and customer type through a calculation that utilizes historical loss
rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after considering management’s internal credit
quality classifications, as well as macro-economic and industry risk factors. The write-off of any billed receivable balance requires the approval of
management.
(See Note 5 for more information related to the Company’s receivables and current expected credit losses.)
(f)
Inventories
Inventories are carried at the lower of cost, determined on an average cost basis, and net realizable value except for raw materials, which are carried at
the lower of cost and replacement cost. Finished goods and work-in-process includes the cost of raw materials, direct labor, theater design costs, and an
applicable share of manufacturing overhead costs.
The costs related to IMAX Theater Systems under sales and sales-type lease arrangements are transferred from Inventories to Costs and Expenses
Applicable to Revenues – Technology Sales in the period when the sale is recognized in the Consolidated Statements of Operations. The costs related to
IMAX Theater Systems under joint revenue sharing arrangements are transferred from Inventories to assets under construction in Property, Plant and
Equipment when allocated to a signed joint revenue sharing arrangement.
The Company records write-downs for excess and obsolete inventory based upon management’s judgments regarding future events and business
conditions, including the anticipated installation dates for the current backlog of theater system contracts, contracts in negotiation, technological
developments, growth prospects within the customers’ ultimate marketplace and anticipated market acceptance of the Company’s current and pending
theater systems.
Finished goods inventories includes IMAX Theater Systems for which title has passed to the Company’s customer in situations when the theater system
has been delivered to the customer, but the criteria for revenue recognition were not met as of the balance sheet date.
(g) Film Assets
Film Assets consist of: (i) capitalized costs associated with the digital remastering of films where the copyright is owned by a third party, including labor
and allocated overhead, and (ii) capitalized costs associated with the production of films, including labor, allocated overhead, and the cost of acquiring film
rights. Production financing provided by third parties that acquire substantive rights in the film is recorded as a reduction of the cost of the film.
Capitalized film costs are amortized and participation costs are accrued to Costs and Expenses Applicable to Revenues using the individual-film-forecast
method, which amortizes such costs in the same ratio as the associated ultimate revenue. Estimates of ultimate revenues are prepared on a title-by-title basis
and reviewed regularly by management and revised where necessary to reflect the most current information. Ultimate revenues reflect management’s
estimates of future revenue over a period not to exceed ten years following the date of the film’s initial release.
The recoverability of the Company’s film assets is dependent upon the commercial acceptance of the underlying films and the resulting level of box
office results and, in certain situations, ancillary revenues. If management’s projections of future net cash flows resulting from the exploitation of a film
indicate that the carrying value of the film asset is not recoverable, the film asset is written down to its fair value.
Film exploitation costs, including advertising costs, are expensed as incurred to Costs and Expenses Applicable to Revenues.
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(h) Property, Plant and Equipment
Property, Plant and Equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of the underlying assets as
follows:
Theater system components(1)
Camera equipment
Buildings
Office and product equipment
Leasehold improvements
— Over the equipment’s expected useful life (7 to 20 years)
— Over a period between 5 to 10 years
— Over a period between 20 to 25 years
— Over a period between 3 to 5 years
— Over the shorter of the initial term of the underlying lease plus any reasonably assured renewal
periods, and the useful life of the asset
(1)
Includes equipment under joint revenue sharing arrangements.
The cost of theater system components and related equipment expected to be used in future joint revenue sharing arrangements, including related direct
labor costs and an allocation of direct production costs, are recorded within assets under construction until the underlying IMAX Theater System is installed
and in working condition. These assets are depreciated to Costs and Expenses Applicable to Revenues on a straight-line basis over the lesser of the term of
the joint revenue sharing arrangement and the equipment’s expected useful life. The estimated useful lives of the theater system components and related
equipment used in joint revenue sharing arrangements are reviewed periodically to determine if any adjustments are required.
Property, Plant and Equipment is grouped at the lowest level for which identifiable cash flows are largely independent and reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. In such situations, the
asset (or asset group) is considered impaired when estimated future cash flows (undiscounted and without interest charges) resulting from the use of the
asset (or asset group) and its eventual disposition are less than the carrying value of the asset (or asset group). In such situations, the asset (or asset group) is
written down to its fair value, which is the present value of the estimated future cash flows. Factors that are considered when evaluating such assets for
impairment include a current expectation that it is more likely than not that the long-lived asset will be sold significantly before the end of its useful life, a
significant decrease in the market price of the long-lived asset, and a significant change in the extent or manner in which the long-lived asset is being used.
(i)
Investment in Equity Securities
Equity securities with readily determinable fair values are reported at fair value with changes in fair value recorded within Gain (Loss) in Fair Value of
Investments in the Consolidated Statements of Operations.
(j) Other Assets
Other Assets principally includes lease incentives provided to certain theater customers under joint revenue sharing arrangements classified as an
operating lease, as well as sales commissions and other deferred selling expenses that directly relate to the acquisition of the revenue generating contract and
are incremental to the Company’s other expenses. To a much lesser extent Other Assets also includes various investments and foreign currency derivatives.
Capitalized lease incentives are amortized on a straight-line basis over the term of the lease as a reduction to rental revenue. Sales commissions and other
selling expenses paid prior to the recognition of the related revenue are deferred and recognized within Costs and Expenses Applicable to Revenues upon
the client acceptance of the IMAX Theater System or the abandonment of the sale arrangement. Foreign currency derivatives are accounted for at fair value
using quoted prices in active markets.
In periods when there are no outstanding borrowings under the Company’s revolving credit facility arrangements, any related debt issuance costs are
recorded within Other Assets and amortized on a straight-line basis over the term of the facility. In periods when there are outstanding borrowings under the
Company’s revolving credit facility arrangements, any related debt issuance costs are reclassified to reduce the principal amount of outstanding borrowings
and amortized on a straight-line basis over the term of the facility. (See Note 14 for information related to the Company’s revolving credit facilities.)
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(k) Goodwill
Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in a business combination. Goodwill is not amortized,
but is tested annually for impairment at the reporting unit level in the fourth quarter of the year and between annual tests if indicators of potential
impairment exist. These indicators could include a decline in the Company’s stock price and market capitalization, a significant change in the outlook for the
reporting unit's business, including projections of future box office results and IMAX Theater System installations, lower than expected operating results,
increased competition, legal factors, or the sale or disposition of a significant portion of a reporting unit. For reporting units with goodwill, an impairment
loss is recognized for the amount by which the reporting unit's carrying value, including goodwill, exceeds its fair value. The carrying value of each
reporting unit is based on a systematic and rational allocation of certain assets and liabilities. The fair value of each reporting unit is assessed using a
discounted cash flow model based on management’s current short-term forecast and estimated long-term projections, against which various sensitivity
analyses are performed. The discount rates used in the cash flow model are derived based on the Company’s estimated weighted average cost of capital.
These estimates and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes.
In the fourth quarter of 2021, the Company performed its annual goodwill impairment test considering the latest available information and determined
that its goodwill was not impaired. As of December 31, 2021, the Company’s total Goodwill was $39.0 million, of which $19.1 million relates to the IMAX
Systems reporting unit, $13.5 million relates to the Joint Revenue Sharing Arrangements reporting unit, and $6.4 million relates to the IMAX Maintenance
reporting unit. The impairment test was performed on a reporting unit level by comparing each unit’s carrying value, including goodwill, to its fair value.
The carrying value of each reporting unit is based on a systematic and rational allocation of certain assets and liabilities. The fair value of each reporting unit
is assessed using a discounted cash flow model based on management’s current short-term forecast and estimated long-term projections, against which
various sensitivity analyses are performed. The discount rates used in the cash flow model are derived based on the Company’s estimated weighted average
cost of capital. These estimates and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible
outcomes. Actual results may materially differ from management’s estimates, especially due to the uncertainties associated with the COVID-19 pandemic.
(l) Other Intangible Assets
Patents, trademarks, and other intangible assets are recorded at cost and generally amortized on a straight-line basis over estimated useful lives ranging
from 4 to 10 years except for intangible assets that have an identifiable pattern of consumption of the economic benefit of the asset. Such intangible assets
are amortized over the consumption pattern.
The Company capitalizes costs associated with internally developed and/or purchased software systems for internal use that have reached the application
development stage. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software and
payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of
such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready
for its intended purpose. Costs incurred during the preliminary project and post-implementation stages are charged to expense. These capitalized costs are
amortized on a straight-line basis over the estimated useful life.
Intangible Assets are grouped at the lowest level for which identifiable cash flows are largely independent and reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. In such situations, the asset (or asset
group) is considered impaired when estimated future cash flows (undiscounted and without interest charges) resulting from the use of the asset (or asset
group) and its eventual disposition are less than the carrying value of the asset (or asset group). In such situations, the asset (or asset group) is written down
to its fair value, which is the present value of the estimated future cash flows. Factors that are considered when evaluating intangible assets for impairment
include a current expectation that it is more likely than not that the intangible asset will be sold significantly before the end of its useful life, a significant
decrease in the market price of the intangible asset, and a significant change in the extent or manner in which the intangible asset is being used.
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(m) Deferred Revenue
In instances where the Company receives consideration prior to satisfying its performance obligations, the recognition of revenue is deferred. The
majority of the Deferred Revenue balance relates to payments received by the Company for IMAX Theater Systems where control of the system has not
transferred to the customer. The Deferred Revenue balance related to an individual theater increases as progress payments are made and is then
derecognized when control of the system is transferred to the customer. To a lesser extent, the Deferred Revenue balance also relates to situations when a
theater customer pays the contractual maintenance fee prior to the recognition of revenue.
(n) Statutory Surplus Reserve
Pursuant to the corporate law of the People’s Republic of China (the “PRC”), entities registered in the PRC are required to maintain certain statutory
reserves, which are appropriated from after-tax profits, after offsetting accumulated losses from prior years, before dividends can be declared or paid to
equity holders.
The Company’s PRC subsidiaries are required to appropriate 10% of statutory net profits to statutory surplus reserves, upon distribution of their after-tax
profits. The Company’s PRC subsidiaries may discontinue the appropriation of statutory surplus reserves when the aggregate sum of the statutory surplus
reserve is more than 50% of their registered capital. The statutory surplus reserve is non-distributable other than during liquidation and may only be used to
fund losses from prior years, to expand production operations, or to increase the capital of the subsidiaries. In addition, the subsidiaries may make further
contribution to a discretionary surplus reserve using post-tax profits in accordance with resolutions of the Board of Directors
(o)
Income Taxes
Income taxes are accounted for under the liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on
deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the Company’s Consolidated Financial Statements in the period in
which the change is enacted. Investment tax credits are recognized as a reduction of income tax expense.
The Company assesses the realization of deferred income tax assets and based on all available evidence, concludes whether it is more likely than not that
the net deferred income tax assets will be realized. A valuation allowance is provided for the amount of deferred income tax assets not considered to be
realizable. In assessing the need for a valuation allowance, management considers, among other things, projections of future taxable income and ongoing
prudent and feasible tax planning strategies. If management determines that sufficient negative evidence exists (for example, if the Company experiences
cumulative three-year losses in a certain jurisdiction), then management will consider recording a valuation allowance against a portion or all of the deferred
tax assets in that jurisdiction. If, after recording a valuation allowance, management’s projections of future taxable income and other positive evidence
considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove more difficult to support the
realization of these deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on the
Company’s effective income tax rate and results. Conversely, if, after recording a valuation allowance, management determines that sufficient positive
evidence exists in the jurisdiction in which a valuation allowance is recorded (for example, if the Company is no longer in a three-year cumulative loss
position in the jurisdiction, and management expects to have future taxable income in that jurisdiction based upon management’s forecasts and the expected
timing of deferred tax asset reversals), the Company may reverse all or a portion of the valuation allowance in that jurisdiction. In such situations, the
adjustment made to the deferred tax asset would have a favorable impact on the Company’s effective income tax rate and results in the period such
determination was made.
The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Tax benefits are recognized only when it is
more likely than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-likely-than-not
recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has greater than 50% likelihood of being realized
upon settlement. Whether the more-likely-than-not recognition threshold is met for a particular tax benefit is a matter of judgment based on the individual
facts and circumstances evaluated in light of all available evidence as of the balance sheet date. Although management believes that the Company has
adequately accounted for its uncertain tax positions, tax audits can result in subsequent assessments where the ultimate resolution may result in the
Company owing additional taxes above what was originally recognized in its financial statements.
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Tax reserves for uncertain tax positions are adjusted by the Company to reflect its best estimate of the outcome of examinations and assessments and in
light of changing facts and circumstances, such as the completion of a tax audit, expiration of a statute of limitations, the refinement of an estimate, and
interest accruals associated with the uncertain tax positions until they are resolved. Some of these adjustments require significant judgment in estimating the
timing and amount of the additional tax expense.
(p) Revenue Recognition
IMAX Theater Systems
The Company evaluates each of the performance obligations in an IMAX Theater System arrangement to determine which are considered distinct, either
individually or in a group, for accounting purposes and which of the deliverables represent separate performance obligations.
The Company’s “System Obligation” consists of the following: (i) an IMAX Theater System, which includes the projector, sound system, screen system
and, if applicable, a 3D glasses cleaning machine; (ii) services associated with the IMAX Theater System, including theater design support, the supervision
of installation services, and projectionist training; and (iii) a license to use the IMAX brand to market the theater. The System Obligation, as a group, is a
distinct performance obligation. The Company is not responsible for the physical installation of the equipment in the customer’s facility; however, it
supervises the installation by the customer. The customer has the right to use the IMAX brand from the date the Company and the customer enter into an
arrangement.
IMAX Theater System arrangements also include a requirement for the Company to provide maintenance services and an extended warranty over the life
of the arrangement in exchange for an annual maintenance fee, which is subject to a consumer price index increase on renewal each year. Consideration
related to the provision of maintenance services is included in the allocation of the transaction price to the separate performance obligations in the
arrangement at contract inception, as discussed in more detail below. The Company’s maintenance services are a stand ready obligation and, as a result, are
recognized on a straight-line basis over the contract term.
The transaction price in an IMAX Theater System arrangement is allocated to each good or service that is identified as a separate performance
obligation based on estimated standalone selling prices. This allocation is based on observable prices when the Company sells the good or service separately.
The Company has established standalone prices for the System Obligation and maintenance and extended warranty services, as well as for film license
arrangements. The Company uses an adjusted market assessment approach for separate performance obligations that do not have standalone selling prices or
third-party evidence of estimated standalone selling prices. The Company considers multiple factors including its historical pricing practices, product class,
market competition and geography.
IMAX Theater System arrangements involve either the lease or the sale of an IMAX Theater System. The transaction price for the System Obligation,
other than for IMAX Theater Systems delivered pursuant to joint revenue sharing arrangements, consist of upfront or initial payments made before and after
the final installation of the system and ongoing payments throughout the term of the arrangement. The Company estimates the transaction price, including
an estimate of future variable consideration, received in exchange for the goods delivered or services rendered. The arrangement for the sale of an IMAX
Theater System includes indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by
the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the customer
based on a percentage of their box office receipts over the term of the arrangement. These contract provisions are considered to be variable consideration.
An estimate of the present value of such variable consideration is recognized as revenue upon the transfer of control of the System Obligation to the
customer, subject to constraints to ensure that there is not a risk of significant revenue reversal. This estimate is based on management’s box office
projections for the individual theater, which are developed using historical data for the theater and, if necessary, comparable theaters and territories (see
“Constraints on the Recognition of Variable Consideration” below). Transfer of control of the System Obligation occurs at the earlier of client acceptance of
the installation of the IMAX Theater System, including projectionist training, and the opening of the theater to the public, as discussed in more detail below.
IMAX Theater System arrangements are non-cancellable unless the Company fails to perform its obligations. In the absence of a material default by the
Company, there is no right to any remedy for the customer under the Company’s arrangements. If a material default by the Company exists, the customer
has the right to terminate the arrangement and seek a refund only if the customer provides notice to the Company of a material default and only if the
Company does not cure the default within a specified period.
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Sales Arrangements
For IMAX Theater System arrangements that qualify as a sale, the transaction price allocated to the System Obligation is recognized in the Consolidated
Statements of Operations upon the transfer of control of the system to the customer, which is when all of the following conditions have been met: (i) the
projector, sound system, and screen system have been installed and are in full working condition, (ii) the 3D glasses cleaning machine, if applicable, has
been delivered, (iii) projectionist training has been completed, and (iv) the earlier of (a) the receipt of written customer acceptance certifying the completion
of installation and run-in testing of the equipment and the completion of projectionist training or (b) the public opening of the theater.
The initial revenue recognized in a sales arrangement consists of payments made before and in connection with the installation of the IMAX Theater
System and the present value of any future payments, including ongoing fixed minimum payments, which are subject to indexed increases over the term of
the arrangement, and potential additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid
sales arrangements include amounts owed by the customer based on a percentage of their box office receipts over the term of the arrangement. Potential
payments based on the future box office receipts of the customer are considered to be variable consideration. An estimate of the present value of such
variable consideration is recognized as revenue upon the transfer of control of the System Obligation to the customer, subject to constraints to ensure that
there is not a risk of significant revenue reversal (see “Constraints on the Recognition of Variable Consideration” below).
The Company has also agreed, on occasion, to sell equipment under lease or at the end of a lease term. The transaction price agreed to for these lease
buyouts is reflected in the Company’s Consolidated Statements of Operations within Revenues – Technology Sales.
Taxes assessed by governmental authorities that are both imposed on and concurrent with the specific revenue-producing transactions and collected by
the Company have been excluded from the measurement of the transaction prices discussed above.
Constraints on the Recognition of Variable Consideration
The recognition of variable consideration involves a significant amount of judgment. Variable consideration is recognized subject to appropriate
constraints to avoid a significant reversal of revenue in future periods. The Company reviews its variable consideration assets on at least a quarterly basis
considering recent box office performance and, when applicable, updated box office projections for future periods. The relevant accounting guidance
identifies the following examples of situations when constraining the amount of variable consideration is appropriate:
•
•
•
•
The amount of consideration is highly susceptible to factors outside the entity’s influence;
The uncertainty about the amount of consideration is not expected to be resolved for a long period of time;
The Company’s experience (or other evidence) with similar types of contracts is limited, or that experience has limited predictive value; and
The entity has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in
similar circumstances.
As discussed above, the Company’s significant streams of variable consideration relate to arrangements for the sale of IMAX Theater Systems which
include indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by the customer if
certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include variable consideration based on a percentage of
the customer’s box office receipts over the term of the arrangement.
Variable consideration related to indexed minimum payment increases is outside of the Company’s control, but the movement in the rates is historically
well documented and economic trends in inflation are easily accessible. For each contract subject to an indexed minimum payment increase, the Company
estimates the most likely amount using published indices. The amount of the estimated minimum payment increase is then recorded at its present value as of
the date of recognition using the customer’s implied borrowing rate.
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Variable consideration related to the level of the customer’s box office receipts is outside of the Company’s control as it is dependent upon the future
commercial success of the films released to the IMAX network. The estimated variable consideration initially recognized by the Company is based on
management’s box office projections for the theater, which are developed using historical box office data for that theater and, if necessary, comparable
theaters and territories. Using this data, management applies its understanding of these theater markets to estimate the most likely amount of variable
consideration to be earned over the term of the arrangement. Management then applies a constraint to this estimate by reducing the projection by a
percentage factor for theaters or markets with no or limited historical box office experience. In cases where direct historical experience can be observed,
average historical box office results, eliminating significant outliers, is used. The resulting amount of variable consideration is then recorded at its present
value as of the date of recognition using a risk-weighted discount rate.
Lease Arrangements
As a lessor, the Company provides IMAX Theater Systems to customers through long-term lease arrangements. Under these arrangements, in exchange
for providing the IMAX Theater System, the Company earns fixed upfront and ongoing consideration. A lease arrangement that transfers substantially all of
the benefits and risks incident to ownership of the IMAX Theater System is classified as a sales-type lease; otherwise the lease is classified as an operating
lease. Prior to commencement of the lease term, the Company may modify certain payment terms or make concessions. If these circumstances occur, the
Company reassesses the classification of the lease based on the modified terms and conditions.
For sales-type leases, the revenue allocated to the System Obligation is recognized when the lease term commences, which the Company deems to be
when all of the following conditions have been met: (i) the projector, sound system, and screen system have been installed and are in full working condition,
(ii) the 3D glasses cleaning machine, if applicable, has been delivered, (iii) projectionist training has been completed, and (iv) the earlier of (a) the receipt of
the written customer acceptance certifying the completion of installation and run-in testing of the equipment and the completion of projectionist training or
(b) the public opening of the theater, provided collectability is reasonably assured.
The initial revenue recognized for sales-type leases consists of the initial payments received and the present value of future initial payments and fixed
minimum ongoing payments computed at the interest rate implicit in the lease. Contingent payments in excess of the fixed minimum payments are
recognized when reported by theater operators, provided collectability is reasonably assured.
For joint revenue sharing arrangements that are classified as operating leases, initial payments and fixed minimum ongoing payments are recognized as
revenue on a straight-line basis over the lease term. For these leases, the lease term is considered to commence when all of the following conditions have
been met: (i) the projector, sound system and screen system have been installed and are in full working condition; (ii) the 3D glasses cleaning machine, if
applicable, has been delivered; (iii) projectionist training has been completed; and (iv) the earlier of (a) the receipt of written customer acceptance certifying
the completion of installation and run-in testing of the equipment and the completion of projectionist training or (b) the public opening of the theater.
Contingent payments in excess of fixed minimum ongoing payments are recognized as revenue when reported by theater operators, provided collectability is
reasonably assured.
On April 10, 2020, the FASB staff issued a question-and-answer document to address stakeholder questions on the application of the lease accounting
guidance for lease concessions related to the effects of the COVID-19 pandemic. The guidance allows concessions related to the timing of payments, where
the total consideration has not changed, to not be accounted for as lease modifications. Instead, any such concessions can be accounted for as if no change
was made to the contract or as variable lease payments. Entities do not have to adopt the FASB relief guidance for all lease concessions related to the effects
of the COVID-19 pandemic and can choose to apply the FASB relief guidance consistently to leases with similar characteristics and in similar circumstances
and should apply reasonable judgment in doing so. The Company elected to account for any such lease concessions as if no change was made to the
underlying contracts except for the sales-type leases of which IMAX China is a lessor as they are in different economic environments. The lease concessions
for these sales-type leases were accounted for in accordance with the lease modification guidance.
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Finance Income
Finance Income is recognized over the term of the sales-type lease or financed sale receivable, provided collectability is reasonably assured. A theater
operator that is classified within the “All Transactions Suspended” category under the Company’s internal credit quality guidelines is placed on nonaccrual
status and Finance Revenue recognition related to the theater is stopped. While the recognition of Finance Income is suspended, payments received from a
customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on
the billed amount, if applicable, is recorded to the extent of the residual cash received. Once the collectability issues are resolved and the customer has
returned to being in good standing, the Company will resume recognition of Finance Income.
Improvements and Modifications
Improvements and modifications to an IMAX Theater System after installation are treated as a separate performance obligation, if and when the
Company is requested to perform these services. Revenue is recognized for these services once they have been provided.
Cost and Expenses Applicable to Revenues – Technology Sales
Cost and Expenses Applicable to Revenues – Technology Sales relates to sales and sales-type leases of IMAX Theater Systems and other equipment, and
includes the cost of the equipment and costs related to project management, design, delivery and installation supervision services, as applicable. The costs
related to IMAX Theater Systems under sales and sales-type lease arrangements are transferred from Inventories to Costs and Expenses Applicable to
Revenues in the period when the sale is recognized in the Consolidated Statements of Operations.
Sales commissions and other selling expenses that directly relate to the acquisition of the revenue generating contract and are incremental to the
Company’s other expenses are deferred and recognized in the Consolidated Statements of Operations upon the client acceptance of the IMAX Theater
System. The Company may have warranty obligations at or after the time revenue is recognized which require the replacement of certain parts that do not
affect the functionality of the theater system or services. The costs for warranty obligations for known issues are accrued as charges to Costs and Expenses
Applicable to Revenues – Technology Sales at the time revenue is recognized based on the Company’s past historical experience and cost estimates.
Cost and Expenses Applicable to Revenues – Technology Rentals
Cost and Expenses Applicable to Revenues – Technology Rentals relates to joint revenue sharing arrangements classified as operating leases, and
primarily includes the depreciation of theater system components and related equipment used in the joint revenue sharing arrangement. Impairment losses, if
any, are also included in Cost and Expenses Applicable to Revenues – Technology Rentals. Sales commissions related to these arrangements are deferred
and recognized as Costs and Expenses Applicable to Revenues – Technology Rentals in the month they are earned by the salesperson, which is typically the
month of installation. Direct advertising and marketing costs for each theater are charged to Costs and Expenses Applicable to Revenues – Technology
Rentals as incurred.
Terminations, Consensual Buyouts and Concessions
The Company enters into IMAX Theater System arrangements with customers that contain customer payment obligations prior to the scheduled
installation of the theater system. During the period of time between signing and the installation of the IMAX Theater System, which may extend several
years, certain customers may be unable to, or may elect not to, proceed with the theater system installation for a number of reasons including business
considerations, or the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with
installation, the arrangement may be terminated under the default provisions of the arrangement or by mutual agreement between the Company and the
customer (a “consensual buyout”). Terminations by default are situations when a customer does not meet the payment obligations under an arrangement and
the Company retains the amounts paid by the customer. Under a consensual buyout, the Company and the customer agree, in writing, to a settlement and to
release each other of any further obligations under the arrangement or an arbitrated settlement is reached. Any initial payments retained or additional
payments received by the Company are recognized as revenue when the settlement arrangements are executed and the cash is received, respectively.
In addition, the Company may agree with a customer to convert its obligations for one type of IMAX Theater System configuration that has not yet been
installed to an arrangement to acquire or lease a different type of IMAX Theater System. The Company considers these situations to be the termination of
the original arrangement and the origination of a new arrangement.
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The Company may offer certain incentives to customers to complete IMAX Theater System transactions including payment concessions or free services
and products such as film licenses or 3D glasses. Reductions in, and deferral of, payments are taken into account in determining the transaction price either
by a direct reduction in the sales price or a reduction of payments to be discounted. Free products and services are accounted for as separate performance
obligations.
Maintenance and Extended Warranty Services
Maintenance and extended warranty services may be provided under an arrangement with multiple performance obligations or as a separately priced
contract. Revenues related to these services are deferred and recognized on a straight-line basis over the contract period and are recognized within Revenues
– Image Enhancement and Maintenance Services in the Consolidated Statements of Operations. Maintenance and extended warranty services includes
maintenance of the customer’s equipment and replacement parts. Under certain maintenance arrangements, maintenance services may include additional
training services to the customer’s technicians. All costs associated with this maintenance and extended warranty program are expensed as incurred. A loss
on maintenance and extended warranty services is recognized if the expected cost of providing the services under the contract exceeds the related deferred
revenue. As the maintenance services are a stand ready obligation with the cost of providing the service expected to increase throughout the term, revenue is
recognized over the term of the arrangement such that increased amounts are recognized in later periods.
IMAX DMR Services
In an IMAX DMR arrangement, the Company receives a percentage of the box office receipts from a third party who owns the copyright to a film in
exchange for converting the film into IMAX DMR format and distributing it through the IMAX network. In these arrangements, although the Company
does not hold rights to the intellectual property in the form of the film content, it is compensated for the application of its intellectual property in the form of
its patented DMR processes to create new intellectual property in the form of an IMAX DMR version of film. Revenues associated with IMAX DMR
arrangements qualify for the variable consideration exemption for sales- or usage-based royalties in the relevant accounting guidance and are recognized
within Revenues – Image Enhancement and Maintenance Services in the period when the corresponding box office sales occur.
Losses on IMAX DMR services are recognized as Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services in the
period when it is determined that the Company’s estimate of total revenues to be realized by the remastered film will not exceed the corresponding cost of
IMAX DMR services.
Film Production Services
In certain film arrangements, the Company produces a film financed by third parties whereby the third party retains the copyright and the Company
obtains exclusive distribution rights. Under these arrangements, the Company is entitled to receive a fixed fee or retain as a fee the excess of gross revenue
over the cost of the production (the “production fee”). The third party receives a portion of the revenues received by the Company from distributing the film,
which is charged to Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services. Production fees are deferred and
recognized as a reduction in the cost of the film based on the ratio of the Company’s distribution revenues recognized in the current period to the ultimate
distribution revenues expected from the film. Film exploitation costs, including advertising and marketing, are recorded in Costs and Expenses Applicable to
Revenues – Image Enhancement and Maintenance Services as incurred.
Revenue from film production services where the Company does not hold the associated distribution rights are recognized in Revenues – Image
Enhancement and Maintenance Services when performance obligations associated with the contractual service are satisfied.
Losses on film production services are recognized as Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services in
the period when it is determined that the Company’s estimate of total revenues to be realized by the Company will not exceed estimated total production
costs to be expended on the film production.
89
Film Distribution Services
In a Film Distribution arrangement, the Company distributes large-format documentary films, primarily to institutional theaters, and distributes exclusive
entertainment experiences ranging from live performances to interactive events with leading artists and creators. Revenue from the licensing of films
qualifies for the variable consideration exemption for sales- or usage-based royalties in the relevant accounting guidance and is recognized within Revenues
– Image Enhancement and Maintenance Services when all performance obligations have been satisfied, which includes the completion and delivery of the
film and the commencement of the license period. In situations when film license fees are based on a percentage of box-office receipts, revenue is
recognized when box-office receipts are reported by the exhibitor. Film exploitation costs, including advertising and marketing, are expensed as incurred
within Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services.
Film Post-Production Services
Revenues from post-production film services are recognized within Revenues – Image Enhancement and Maintenance Services when performance of the
contracted services is completed.
(q) Leases
As a lessee, the Company’s lease arrangements principally involve office and warehouse space, which are classified as operating leases. The
corresponding operating lease right-of-use (“ROU”) assets and liabilities are recorded within Property, Plant and Equipment and Accrued and Other
Liabilities in the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term.
Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The incremental
borrowing rate used in the calculation of the Company’s lease liabilities is based on the location of each leased property. None of the Company’s leases
include options to purchase the leased property. Most of the Company’s leases include one or more options to renew, with renewal terms that can extend the
lease term from one to five years or more. The Company has determined that it is reasonably certain that the renewal options on its warehouse leases will be
exercised based on previous history, its current understanding of future business needs, and its level of investment in the leasehold improvements, among
other factors. The depreciable lives of ROU assets and related leasehold improvements are limited by the expected lease term. The Company’s lease
agreements do not contain any material residual value guarantees or material restrictive covenants. The Company rents or subleases certain office space to
third parties, which have a remaining term of less than 12 months and are not expected to be renewed. When there are modifications to the lease agreements,
the Company remeasures the lease liabilities to reflect changes to lease payments and recognizes the amount of the remeasurement of the lease liability as an
adjustment to the ROU assets. Amortization of ROU assets and interest on lease liabilities are included within Selling, General and Administrative Expenses
in the Company’s Consolidated Statements of Operations. (See Note 6 for additional information related to the Company’s operating leases.)
(r) Research and Development
Research and development costs, which are expensed as incurred, primarily include projector and sound parts, labor, consulting fees, allocation of
overheads, and other related materials which pertain to the Company’s development of new products and services. Research and development costs
pertaining to fixed and intangible assets that have alternative future uses are capitalized and amortized under their related policies.
(s) Foreign Currency Translation
Monetary assets and liabilities that are denominated in a currency other than the entity’s functional currency are translated into the relevant functional
currency using the exchange rate prevailing at the end of the period. Foreign exchange translation gains and losses are included in the determination of
earnings in the period in which they arise.
Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenues, expenses, gains, and losses
recorded in foreign currencies are translated using the exchange rates prevailing during the period in which they are recognized. Translation adjustments
resulting from this process are recorded to Other Comprehensive Income and reported on the Company’s Consolidated Balance Sheets within Accumulated
Other Comprehensive Income until the subsidiary is sold or liquidated, at which point the adjustments are recognized in Consolidated Statements of
Operations.
90
Foreign currency derivatives are recognized and measured in the Consolidated Balance Sheets at their fair value. Changes in the fair value (i.e., gains or
losses) are recognized in the Consolidated Statements of Operations except for derivatives designated and qualifying as foreign currency hedging
instruments. For foreign currency hedging instruments, the gain or loss related to the effective portion of the hedge of a forecasted transaction is reported
within Other Comprehensive Income and reclassified to the Consolidated Statements of Operations when the forecasted transaction occurs. Any ineffective
portion is recognized immediately in the Consolidated Statements of Operations.
(t) Share-Based Compensation
The Company issues share-based compensation to eligible employees, directors, and consultants under the IMAX Corporation Second Amended and
Restated Long-Term Incentive Plan (as may be amended, the “IMAX LTIP”) and the China Long-Term Incentive Plan (the “China LTIP”) as summarized in
Note 17. The IMAX LTIP is the Company’s governing document and awards to employees, directors, and consultants under this plan may consist of stock
options, restricted share units (“RSUs”), performance stock units (“PSUs”) and other awards. A separate stock option plan, the China LTIP, was adopted by
a subsidiary of the Company in October 2012.
The Company measures share-based compensation expense using the grant date fair value of the award (see below), which is recognized as an expense in
the Consolidated Statements of Operations on a straight-line basis over the requisite service period. Share-based compensation expense is not adjusted for
estimated forfeitures, but is instead adjusted when and if actual forfeitures occur.
Stock Options
The Company utilizes a lattice-binomial option-pricing model (“Binomial Model”) to determine the fair value of stock option awards on the grant date.
The fair value determined by the Binomial Model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex
and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the award, and actual
and projected employee stock option exercise behaviors. The Binomial Model also considers the expected exercise multiple which is the multiple of
exercise price to grant price at which exercises are expected to occur on average. Option-pricing models were developed for use in estimating the value of
traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s employee stock options have certain
characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated
value, in management’s opinion, the Binomial Model best provides a fair measure of the fair value of the Company’s employee stock options.
The Company stratifies its employees into homogeneous groups in order to calculate the grant date fair value of stock options using the Binomial Model.
As a result, ranges of assumptions are used for the expected life of the option. The Company uses historical data to estimate option exercise behavior within
the Binomial Model and various groups of employees that have similar historical exercise behavior are grouped together for valuation purposes. The
expected volatility rate is estimated based on a blended volatility method which takes into consideration the Company’s historical share price volatility, the
Company’s implied volatility which is determined in reference to observed current market prices for the Company’s traded options and the Company’s peer
group volatility.
(See Note 17(c) for the assumptions used to determine the fair value of the Company’s stock options.)
Restricted Share Units
The fair value of RSU awards is equal to the closing price of the Company’s common stock on the date of grant or the average closing price of the
Company’s common shares for five days prior to the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as
compensation expense over the requisite service period in the Company’s Consolidated Statements of Operations. The Company’s RSUs are classified as
equity.
Performance Stock Units
The Company grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-
based targets and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The
achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year
performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending
upon actual performance versus the established EBITDA and share-price targets. The Company’s PSUs are classified as equity.
91
The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the
average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is
determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets
embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the
requisite service period.
The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly
complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price
volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the dollar value of the PSUs
granted.
The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the
likelihood and timing of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than
previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period such determination is made. Conversely, if, as a
result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease
compensation expense is recorded in the period such determination is made.
Share-Based Payment Awards to Non-Employees
Share-based payment awards for services provided by non-employees are measured at grant date fair value of the equity instruments that the Company is
obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been
satisfied. The grant date is the date which the Company and the non-employees reach a mutual understanding of the key terms and conditions of the share-
based payment awards. When there are performance conditions related to the vesting of the share-based awards, the Company assesses the probability of
vesting at each reporting date and adjusts the compensation costs based on the probability assessment.
(u) Pension Plans and Postretirement Benefits
The Company has a defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”). As the Company’s SERP is unfunded, as
of December 31, 2021, a liability is recognized for the benefit obligation.
Assumptions used in computing the defined benefit obligations are reviewed annually by management in consultation with its actuaries and adjusted for
current conditions. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net
periodic benefits cost are recognized as a component of Other Comprehensive Income. Amounts recognized in Accumulated Other Comprehensive Income
including unrecognized actuarial gains or losses and prior service costs are adjusted as they are subsequently recognized in the Consolidated Statements of
Operations as components of net periodic benefit cost. Prior service costs resulting from the pension plan inception or amendments are amortized over the
expected future service life of the employees, cumulative actuarial gains and losses in excess of 10% of the projected benefit obligation are amortized over
the expected average remaining service life of the employees, and current service costs are expensed when earned. The remaining weighted average future
service life of the employee used in computing the defined benefit obligation for the year ended December 31, 2021 was 1.0 year.
For defined contribution pension plans, required contributions by the Company are recorded as an expense within Selling, General and Administrative
Expenses in the Company’s Consolidated Statements of Operations.
A liability is recognized for the unfunded accumulated benefit obligation of the postretirement benefits plan. Assumptions used in computing the
accumulated benefit obligation are reviewed by management in consultation with its actuaries and adjusted for current conditions. Net benefit cost is split
between operating income and non-operating income, where only the service cost is included in income from operations and the non-service components are
included in Retirement Benefits Non-Service Expenses. Actuarial gains and losses are recognized as a component of Other Comprehensive Income.
Amounts recognized in Accumulated Other Comprehensive Income including unrecognized actuarial gains or losses are adjusted as they are subsequently
recognized within Retirement Benefits Non-Service Expense in the Consolidated Statements of Operations.
(v) Guarantees
In situations when the Company acts as a guarantor, at the inception of a guarantee, it recognizes a liability for the fair value of the underlying guarantee.
Disclosures as required under the relevant accounting guidance have been included in Note 16(d).
92
4. Recently Issued Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting” (“ASU 2020-04”). The purpose of ASU 2020-04 is to provide optional expedients and exceptions for applying U.S. GAAP to
contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are effective for all
entities from the beginning of an interim period that includes the issuance date of ASU 2020-04. An entity may elect to apply the amendments prospectively
through December 31, 2022. The only contract held by the Company that references the London Interbank Offered Rate (LIBOR) is the Credit Agreement
(as defined in Note 14), which utilizes USD LIBOR to determine the interest rate applicable to borrowings. The Credit Agreement matures on June 28,
2023, prior to the date that USD LIBOR rates will cease publication on June 30, 2023. Accordingly, the Company does not expect ASU 2020-04 to have a
material effect on its Consolidated Financial Statements.
In July 2021, the FASB issued ASU No. 2021-05, “Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments” (“ASU 2021-05”),
which requires sales-type or direct financing leases that have variable payments (that do not depend on a rate or an index) and result in a day-one loss to be
classified as operating leases. When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the
underlying asset, and, therefore, does not recognize a selling profit or loss. The amendments are effective for annual periods beginning after December 15,
2021 including interim periods within those periods. Early adoption is permitted. The Company has not yet adopted ASU 2021-05, but has determined that
the impact of adopting this guidance will not have a material impact on its Consolidated Financial Statements.
In November 2021, the FASB issued ASU No. 2021-10, “2021-10: Government Assistance (Topic 832): Disclosures by Business Entities about
Government Assistance” (“ASU 2021-10”). The amendments in ASU 2021-10 require annual disclosures about transactions with a government that are
accounted for by applying a grant or contribution accounting model by analogy. The amendments are effective for annual periods beginning after December
15, 2021. Early adoption is permitted. The Company will adopt ASU 2021-10 for the year ending December 31, 2022 and will provide the required
disclosures, if material.
The Company considers the applicability and impact of all recently issued FASB accounting standard codification updates. Accounting standards updates
that are not noted above were assessed and determined to be not applicable or not significant to the Company’s Consolidated Financial Statements for the
year ended December 31, 2021.
5. Receivables
The ability of the Company to collect its receivables is dependent on the viability and solvency of individual theater operators which is significantly
influenced by consumer behavior and general economic conditions. Theater operators, or other customers, may experience financial difficulties, such as
those caused by the COVID-19 pandemic, that could result in their being unable to fulfill their payment obligations to the Company.
In order to mitigate the credit risk associated with its receivables, management performs an initial credit evaluation prior to entering into an arrangement
with a customer and then regularly monitors the credit quality of each customer through an analysis of collections history and aging. This monitoring
process includes meetings on at least a monthly basis to identify credit concerns and potential changes in credit quality classification. A customer may
improve their credit quality classification once a substantial payment is made on an overdue balance or when the customer has agreed to a payment plan and
payments have commenced in accordance with that plan. Changes in credit quality classification are dependent upon management approval. The Company’s
internal credit quality classifications for theater operators are as follows:
•
•
Good Standing — The theater operator continues to be in good standing as payments and reporting are received on a regular basis.
Credit Watch — The theater operator has demonstrated a delay in payments, but continues to be in active communication with the Company.
Theater operators placed on Credit Watch are subject to enhanced monitoring. In addition, depending on the size of the outstanding balance,
length of time in arrears, and other factors, future transactions may need to be approved by management. These receivables are in better
condition than those in the Pre-Approved Transactions Only category, but are not in as good condition as the receivables in the Good Standing
category.
93
•
•
Pre-Approved Transactions Only — The theater operator has demonstrated a delay in payments with little or no communication with the
Company. All services and shipments to the theater operator must be reviewed and approved by management. These receivables are in better
condition than those in the All Transactions Suspended category, but are not in as good condition as the receivables in the Credit Watch
category. In certain situations, a theater operator may be placed on nonaccrual status and all revenue recognition related to the theater may be
suspended, including the accretion of finance income for Financing Receivables.
All Transactions Suspended — The theater operator is severely delinquent, non-responsive or not negotiating in good faith with the Company.
Once a theater operator is classified within the All Transactions Suspended category, the theater is placed on nonaccrual status and all revenue
recognitions related to the theater are suspended, including the accretion of finance income for Financing Receivables.
During the period when the accretion of Finance Income is suspended for Financing Receivables, any payments received from a customer are applied
against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on the billed amount, if
applicable, is recorded to the extent of the residual cash received. Once the collectability issues are resolved and the customer has returned to being in good
standing, the Company will resume recognition of Finance Income.
When a customer’s aging exceeds 90 days, the Company’s policy is to perform an enhanced review to assess collectability of the theater’s past due
accounts. The over 90 days past due category may be an indicator of potential impairment as up to 90 days outstanding is considered to be a reasonable time
to resolve any issues.
The Company develops an estimate of expected credit losses by class of receivable and customer type through a calculation that utilizes historical loss
rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after considering management’s internal credit
quality classifications, as well as macro-economic and industry risk factors. The write-off of any billed receivable balance requires the approval of
management.
Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. Due to
the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the
Company is difficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of
hindsight, to be incorrect (see Note 2).
Accounts Receivable
Accounts receivable principally includes amounts currently due to the Company under theater sale and sales-type lease arrangements, contingent fees
owed by theater operators as a result of box office performance, and fees for theater maintenance services. Accounts receivable also includes amounts due to
the Company from movie studios and other content creators principally for digitally remastering films into IMAX formats, as well as for film distribution
and post-production services.
94
The following tables summarize the activity in the Allowance for Credit Losses related to Accounts Receivable for the years ended December 31, 2021
and 2020:
(In thousands of U.S. Dollars)
Beginning balance
Current period provision (reversal), net
Write-offs
Foreign exchange
Ending balance
(In thousands of U.S. Dollars)
Beginning balance
Current period provision, net
Write-offs
Foreign exchange
Ending balance
Theater
Operators
Studios
Other
Total
Year Ended December 31, 2021
$
$
$
$
8,368 $
793
(357)
63
8,867 $
3,302 $
5,793
(975)
248
8,368 $
Theater
Operators
4,481 $
(1,913)
(551)
(23)
1,994 $
1,446 $
(332)
(19)
(10)
1,085 $
Year Ended December 31, 2020
Studios
Other
Total
893 $
3,393
—
195
4,481 $
943 $
522
—
(19)
1,446 $
14,295
(1,452)
(927)
30
11,946
5,138
9,708
(975)
424
14,295
For the year ended December 31, 2021, the Company’s allowance for current expected credit losses related to Accounts Receivable decreased by $2.3
million. This decrease is principally due to improved collection experience with respect to foreign studio receivable balances, partially offset by new
provisions recorded in the period.
For the year ended December 31, 2020, the Company’s allowance for current expected credit losses related to Accounts Receivable increased by $9.2
million, principally reflecting a reduction in the credit quality of and heightened collection risk associated with theater and foreign movie studio accounts
receivable primarily due to the COVID-19 pandemic.
Financing Receivables
Financing receivables are due from theater operators and consist of the Company’s net investment in sales-type leases and receivables associated with
financed sales of IMAX Theater Systems. As of December 31, 2021 and 2020, financing receivables consist of the following:
(In thousands of U.S. Dollars)
Net investment in leases
Gross minimum payments due under sales-type leases
Unearned finance income
Present value of minimum payments due under sales-type leases
Allowance for credit losses
Net investment in leases
Financed sales receivables
Gross minimum payments due under financed sales
Unearned finance income
Present value of minimum payments due under financed sales
Allowance for credit losses
Net financed sales receivables
Total financing receivables
Net financed sales receivables due within one year
Net financed sales receivables due after one year
Total financed sales receivables
95
December 31,
2021
December 31,
2020
$
$
$
$
29,953 $
(763)
29,190
(798)
28,392
152,315
(34,244)
118,071
(5,414)
112,657
141,049 $
29,115 $
83,542
112,657 $
20,830
(859)
19,971
(557)
19,414
150,917
(31,247)
119,670
(7,274)
112,396
131,810
34,937
77,459
112,396
As of December 31, 2021 and 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s sales-
type lease arrangements and financed sale receivables, as applicable, are as follows:
Weighted-average remaining lease term (in years)
Sales-type lease arrangements
Weighted-average interest rate
Sales-type lease arrangements
Financed sales receivables
December 31,
2021
December 31,
2020
9.6
6.56 %
8.79 %
8.3
6.56 %
8.92 %
The tables below provide information on the Company’s net investment in leases by credit quality indicator as of December 31, 2021 and 2020. The
amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.
(In thousands of U.S. Dollars)
As of December 31, 2021
Net investment in leases:
Credit quality classification:
In good standing
Credit Watch
Pre-approved transactions
Transactions suspended
Total net investment in leases
(In thousands of U.S. Dollars)
As of December 31, 2020
Net investment in leases:
Credit quality classification:
In good standing
Credit Watch
Pre-approved transactions
Transactions suspended
Total net investment in leases
2021
2020
2019
2018
2017
Prior
Total
By Origination Year
11,030 $
—
—
—
11,030 $
3,991 $
—
—
—
3,991 $
7,973 $
—
—
—
7,973 $
2,574 $
—
—
—
2,574 $
823 $
—
—
—
823 $
1,928 $
—
—
871
2,799 $
28,319
—
—
871
29,190
2020
2019
2018
2017
2016
Prior
Total
By Origination Year
2,143 $
2,005
—
—
4,148 $
1,190 $
7,278
—
—
8,468 $
2,730 $
—
—
—
2,730 $
— $
988
—
—
988 $
— $
—
—
—
— $
1,826 $
1,047
—
764
3,637 $
7,889
11,318
—
764
19,971
$
$
$
$
96
The tables below provide information on the Company’s financed sale receivables by credit quality indicator as of December 31, 2021 and 2020. The
amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.
(In thousands of U.S. Dollars)
As of December 31, 2021
Financed sales receivables:
Credit quality classification:
In good standing
Credit Watch
Pre-approved transactions
Transactions suspended
Total financed sales receivables
(In thousands of U.S. Dollars)
As of December 31, 2020
Financed sales receivables:
Credit quality classification:
In good standing
Credit Watch
Pre-approved transactions
Transactions suspended
Total financed sales receivables
2021
2020
2019
2018
2017
Prior
Total
By Origination Year
12,520 $
—
—
—
12,520 $
8,251 $
—
—
—
8,251 $
10,593 $
—
743
335
11,671 $
13,278 $
—
418
—
13,696 $
12,615 $
321
2,098
680
15,714 $
47,950 $
1,292
3,650
3,327
56,219 $
105,207
1,613
6,909
4,342
118,071
2020
2019
2018
2017
2016
Prior
Total
By Origination Year
6,830 $
1,986
—
—
8,816 $
5,480 $
6,501
—
—
11,981 $
3,547 $
11,356
—
—
14,903 $
3,740 $
12,520
—
987
17,247 $
5,072 $
11,446
613
728
17,859 $
12,660 $
34,351
755
1,098
48,864 $
37,329
78,160
1,368
2,813
119,670
$
$
$
$
The following tables provide an aging analysis for the Company’s net investment in leases and financed sale receivables as of December 31, 2021 and
2020:
(In thousands of U.S. Dollars)
Net investment in leases
Financed sales receivables
Total
(In thousands of U.S. Dollars)
Net investment in leases
Financed sales receivables
Total
$
$
$
$
As of December 31, 2021
Accrued
and
Current
30-89
Days
90+
Days
Billed
Unbilled
225
1,750
1,975
$
$
156
989
1,145
$
$
1,267
8,378
9,645
$
$
1,648
11,117
12,765
$
27,542
106,954
$ 134,496
As of December 31, 2020
Accrued
and
Current
30-89
Days
90+
Days
Billed
Unbilled
298
3,307
3,605
$
$
180
1,943
2,123
$
$
689
10,699
11,388
$
$
1,167
15,949
17,116
$
18,804
103,721
$ 122,525
97
$
Recorded
Receivable
29,190
118,071
$ 147,261
$
$
$
Recorded
Receivable
19,971
119,670
$ 139,641
$
$
Allowance
for Credit
Losses
Net
28,392
(798) $
(5,414)
112,657
(6,212) $ 141,049
Allowance
for Credit
Losses
Net
19,414
(557) $
(7,274)
112,396
(7,831) $ 131,810
The following tables provide information about the Company’s net investment in leases and financed sale receivables with billed amounts past due for
which it continues to accrue finance income as of December 31, 2021 and 2020. The amounts disclosed for each credit quality classification are determined
on a customer-by-customer basis and include both billed and unbilled amounts.
(In thousands of U.S. Dollars)
Net investment in leases
Financed sales receivables
Total
(In thousands of U.S. Dollars)
Net investment in leases
Financed sales receivables
Total
As of December 31, 2021
Accrued
and
Current
30-89 Days
90+ Days
Billed
Unbilled
Allowance
for Credit
Losses
143
959
1,102
$
$
132
729
861
$
$
825
6,190
7,015
$
$
1,100
7,878
8,978
$
$
12,619
41,439
54,058
$
$
(176) $
(1,413)
(1,589) $
As of December 31, 2020
Accrued
and
Current
30-89 Days
90+ Days
Billed
Unbilled
Allowance
for Credit
Losses
231
2,026
2,257
$
$
162
1,551
1,713
$
$
359
10,249
10,608
$
$
752
13,826
14,578
$
$
13,912
62,602
76,514
$
$
(310) $
(4,434)
(4,744) $
$
$
$
$
Net
13,543
47,904
61,447
Net
14,354
71,994
86,348
The following table provides information about the Company’s net investment in leases and financed sale receivables that are on nonaccrual status as of
December 31, 2021 and 2020:
(In thousands of U.S. Dollars)
Net investment in leases
Net financed sales receivables
Total
As of December 31, 2021
Allowance
for Credit
Losses
Recorded
Receivable
$
$
871 $
8,642
9,513 $
(309) $
(2,357)
(2,666) $
As of December 31, 2020
Allowance
for Credit
Losses
Recorded
Receivable
764 $
2,813
3,577 $
(18) $
(1,482)
(1,500) $
Net
562 $
6,285
6,847 $
Net
746
1,331
2,077
For the year ended December 31, 2021, the Company recognized $0.1 million (2020 — $0.2 million) in Finance Income related to the net investment in
leases with billed amounts past due. For the year ended December 31, 2021, the Company recognized $nil (2020 – less than $0.1 million) in Finance Income
related to the net investment in leases in nonaccrual status. For the year ended December 31, 2021, the Company recognized $3.7 million (2020 — $5.7
million) in Finance Income related to the financed sale receivables with billed amounts past due. For the year ended December 31, 2021, the Company
recognized $0.2 million (2020 – less than $0.1 million) in Finance Income related to the financed sales receivables in nonaccrual status.
98
The following tables summarize the activity in the allowance for credit losses related to the Company’s net investment in leases and financed sale
receivables for years ended December 31, 2021 and 2020:
(In thousands of U.S. Dollars)
Beginning balance
Current period provision (reversal), net
Foreign exchange
Ending balance
(In thousands of U.S. Dollars)
Beginning balance
Current period provision, net
Write-offs
Foreign exchange
Ending balance
Year Ended December 31, 2021
Net Investment
in Leases
Financed
Sales Receivables
557
235
6
798
$
$
Year Ended December 31, 2020
Net Investment
in Leases
Net Financed
Sales Receivables
155
451
(69)
20
557
$
$
7,274
(1,947)
87
5,414
915
6,574
(330)
115
7,274
$
$
$
$
For the year ended December 31, 2021, the Company’s allowance for current expected credit losses related to its net investment in leases and financed
sale receivables decreased $1.6 million. This decrease is principally due to the reversal of previously recorded credit loss expense as a result of an improving
outlook for theater operators following the reopening of theaters and the resumption of normal film release schedules as the theatrical exhibition industry
continues to recover from the COVID-19 pandemic, partially offset by new provisions recorded in the period.
For the year ended December 31, 2020, the Company’s allowance for current expected credit losses related to its net investment in leases and financed
sale receivables increased by $6.8 million, principally reflecting a reduction in the credit quality of and heightened collection risk associated with these
receivables primarily due to the COVID-19 pandemic.
Variable Consideration Receivables
In sale arrangements, variable consideration may become due to the Company from theater operators if certain annual minimum box office receipt
thresholds are exceeded. Such variable consideration is recorded as revenue in the period when the sale is recognized and adjusted in future periods based on
actual results and changes in estimates. Variable consideration is only recognized to the extent the Company believes there is not a risk of significant
revenue reversal.
The following table summarizes the activity in the Allowance for Credit Losses related to Variable Consideration Receivables for the years ended
December 31, 2021 and 2020:
(In thousands of U.S. Dollars)
Beginning balance
Current period (reversal) provision, net
Foreign Exchange
Ending balance
Year Ended December 31,
2021
2020
$
$
1,887 $
(787)
(18)
1,082 $
—
1,875
12
1,887
For the year ended December 31, 2021, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables
decreased by $0.8 million. This decrease is principally due to the reversal of previously recorded credit loss expense as a result of an improving outlook for
theater operators following the reopening of theaters and the resumption of normal film release schedules as the theatrical exhibition industry begins to
recover from the COVID-19 pandemic, partially offset by new provisions recorded in the period.
For the year ended December 31, 2020, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables
increased by $1.9 million, principally reflecting a reduction in the credit quality of and heightened collection risk associated with Variable Consideration
Receivables primarily due to the COVID-19 pandemic.
99
6. Lease Arrangements
(a)
IMAX Corporation as a Lessee
The Company’s operating lease arrangements principally involve office and warehouse space. Office equipment is generally purchased outright. Leases
with an initial term of less than 12 months are not recorded on the Consolidated Balance Sheets and the related lease expense is recognized on a straight-line
basis over the lease term. Most of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to
five years or more. The Company has determined that it is reasonably certain that the renewal options on its warehouse leases will be exercised based on
previous history, its current understanding of future business needs, and its level of investment in leasehold improvements, among other factors. The
incremental borrowing rate used in the calculation of the Company’s lease liabilities is based on the location of each leased property. None of the
Company’s leases include options to purchase the leased property. The depreciable lives of right-of-use assets and related leasehold improvements are
limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company rents or subleases certain office space to third parties, which have a remaining term of less than 12 months and are not expected to be
renewed.
For the years ended December 31, 2021, 2020, and 2019 the components of lease expense recorded within Selling, General and Administrative expenses
are as follows:
(In thousands of U.S. Dollars)
Operating lease cost (1)
Amortization of lease assets
Interest on lease liabilities
Total lease cost
2021
2020
2019
Years Ended December 31,
$
$
713
2,791
937
4,441
$
$
540
3,114
1,052
4,706
$
$
850
2,370
1,102
4,322
(1) Includes short-term leases and variable lease costs, which are not significant for the years ended December 31, 2021, 2020, and 2019.
For the years ended December 31, 2021, 2020, and 2019, supplemental cash and non-cash information related to leases is as follows:
(In thousands of U.S. Dollars)
Cash paid for amounts included in the measurement of lease liabilities
Right-of-use assets obtained in exchange for lease obligations(1)
2021
2020
2019
$
$
3,839 $
1,047 $
3,743 $
563 $
3,607
17,147
Years Ended December 31,
(1) For the year ended December 31, 2019, the right-of-use assets obtained primarily includes right-of-use assets recognized upon the adoption of ASC
Topic 842, “Leases.”
As of December 31, 2021 and 2020, supplemental balance sheet information related to leases is as follows:
(In thousands of U.S. Dollars)
Assets
Right-of-Use-Assets
Liabilities
Operating Leases
Balance Sheet Classification
Property, plant and equipment
Balance Sheet Classification
Accrued and other liabilities
100
December 31,
2021
2020
$
$
12,132 $
14,691 $
13,911
16,634
As of December 31, 2021 and 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the
Company’s operating leases are as follows:
Weighted-average remaining lease term (years)
Weighted-average discount rate
As of December 31, 2021, the maturities of the Company’s operating lease liabilities are as follows:
(In thousands of U.S. Dollars)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: interest expense
Present value of operating lease liabilities
(b)
IMAX Corporation as a Lessor
December 31,
2021
2019
7.0
5.97 %
7.6
5.91 %
$
$
$
3,364
2,449
2,226
2,075
2,051
5,982
18,147
(3,456)
14,691
The Company provides IMAX Theater Systems to customers through long-term lease arrangements that for accounting purposes are classified as sales-
type leases. Under these arrangements, in exchange for providing the IMAX Theater System, the Company earns fixed upfront and ongoing consideration.
Certain arrangements that are legal sales are also classified as sales-type leases as certain clauses within the arrangements limit transfer of title or provide
the Company with conditional rights to the system. The customer’s rights under the Company’s sales-type lease arrangements are described in Note 3(p).
Under the Company’s sales-type lease arrangements, the customer has the ability and the right to operate the hardware components or direct others to
operate them in a manner determined by the customer. The Company’s lease portfolio terms are typically non-cancellable for 10 to 20 years with renewal
provisions from inception. The Company’s sales-type lease arrangements do not contain a guarantee of residual value at the end of the lease term. The
customer is required to pay for executory costs such as insurance and taxes and is required to pay the Company for maintenance and an extended warranty
generally after the first year of the lease until the end of the lease term. The customer is responsible for obtaining insurance coverage for the IMAX Theater
System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX Theater System is returned to the
Company.
The Company also provides IMAX Theater Systems to customers through joint revenue sharing arrangements. Under the traditional form of these
arrangements, in exchange for providing the IMAX Theater System under a long-term lease, the Company earns rent based on a percentage of contingent
box office receipts and, in some cases, concession revenues, rather than requiring the customer to pay a fixed upfront fee or annual minimum payments.
Under certain other joint revenue sharing arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments prior
to the delivery and installation of the IMAX Theater System. Under joint revenue sharing arrangements, the customer has the ability and the right to operate
the hardware components or direct others to operate them in a manner determined by the customer. The Company’s joint revenue sharing arrangements are
typically non-cancellable for 10 years or longer with renewal provisions. Title to the IMAX Theater System under a joint revenue sharing arrangement
generally does not transfer to the customer. The Company’s joint revenue sharing arrangements do not contain a guarantee of residual value at the end of the
lease term. The customer is required to pay for executory costs such as insurance and taxes and is required to pay the Company for maintenance and an
extended warranty throughout the term. The customer is responsible for obtaining insurance coverage for the IMAX Theater System commencing on the
date specified in the arrangement’s shipping terms and ending on the date the IMAX Theater System is returned to the Company.
101
The following lease payments are expected to be received by the Company for its sales-type leases and joint revenue sharing arrangements in each of the
next five years and thereafter following the December 31, 2021 balance sheet date:
(In thousands of U.S. Dollars)
2022
2023
2024
2025
2026
Thereafter
Total
$
$
Sales-Type
Leases
Joint Revenue
Sharing Arrangements
190
128
—
—
—
—
318
3,590 $
3,145
3,086
2,933
2,694
14,505
29,953 $
(See Note 5 for additional information related to the net investment in leases related to the Company’s sales-type lease arrangements.)
7. Variable Consideration from Contracts with Customers
The arrangement for the sale of an IMAX Theater System includes indexed minimum payment increases over the term of the arrangement, as well as the
potential for additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales
arrangements include amounts owed by the customer based on a percentage of their box office receipts over the term of the arrangement. These contract
provisions are considered to be variable consideration. An estimate of the present value of such variable consideration is recognized as revenue upon the
transfer of control of the System Obligation to the customer, subject to constraints to ensure that there is not a risk of significant revenue reversal. This
estimate is based on management’s box office projections for the individual theater, which are developed using historical data for the theater and, if
necessary, comparable theaters and territories. (See Note 3(p) for a more detailed discussion of the Company’s accounting policy related to variable
consideration.)
The following table summarizes the activity related to variable consideration from contracts with customers for the years ended December 31, 2021,
2020, and 2019:
(In thousands of U.S. Dollars)
Balance as of January 1, 2019
Variable consideration for newly recognized sales
Accretion to finance income
True-up of variable consideration receivable
Transferred to receivables from variable consideration assets
Balance as of December 31, 2019
Variable consideration for newly recognized sales
Accretion to finance income
Transferred to receivables from variable consideration assets
Movement in allowance for credit losses (see Note 5)
Balance as of December 31, 2020
Variable consideration for newly recognized sales
Accretion to finance income
Transferred to receivables from variable consideration assets
Movement in allowance for credit losses (see Note 5)
Balance as of December 31, 2021
102
$
$
35,985
9,948
1,936
979
(8,808)
40,040
5,550
2,133
(5,310)
(1,887)
40,526
4,696
1,985
(3,794)
805
44,218
8. Inventories
(In thousands of U.S. Dollars)
Raw materials
Work-in-process
Finished goods
As of December 31,
2021
2020
$
$
20,551 $
1,406
4,967
26,924 $
30,096
3,014
6,470
39,580
As of December 31, 2021, Inventories include finished goods of $2.6 million (December 31, 2020 — $2.1 million) for which title had passed to the
customer, but the criteria for revenue recognition were not met as of the balance sheet date.
The following table summarizes the activity for the Company’s inventory valuation allowance account for the years ended December 31, 2021, 2020 and
2019:
(In thousands of U.S. Dollars)
Year ended December 31, 2021
Year ended December 31, 2020
Year ended December 31, 2019
Balance at
beginning
of year
Additions
charged to
expenses(1)
Other deductions(2)
Balance at
end of year
$
$
$
5,752
3,216
3,885
$
$
$
629
3,028
446
$
$
$
(1,484)
(492)
(1,115)
$
$
$
4,897
5,752
3,216
(1) Excludes amounts charged directly to the Consolidated Statements of Operations of $0.3 million, $0.6 million, and $nil during the years ended
December 31, 2021, 2020 and 2019, respectively.
(2) Includes the write-off of amounts previously charged to valuation allowance.
9. Film Assets
(In thousands of U.S. Dollars)
Completed and released films, net of accumulated amortization of
$218,148 (2020 ― $201,832)
Films in production
Films in development
As of December 31,
2021
2020
$
2,292 $
195
1,754
4,241 $
$
2,678
195
2,904
5,777
The Company expects to amortize $4.1 million of the Film Asset balance within three years from December 31, 2021, including $3.5 million expected to
be amortized in 2022, $0.5 million in 2023, and $0.1 million in 2024. In certain film arrangements, the Company co-produces a film with a third party with
the third party retaining certain rights to the film. The amount of participation payments owed to third parties related to co-produced films as of
December 31, 2021 is $3.3 million (December 31, 2020 — $2.7 million) and is recorded on Consolidated Balance Sheets within Accrued and Other
Liabilities.
In 2021, the Company recorded impairment losses of $0.2 million related to the write-down of DMR related film assets. In 2020, the Company recorded
impairment losses of $10.8 million (2019 — $1.4 million) principally to write-down the carrying value of certain documentary, alternative content film
assets and DMR related film assets due to a decrease in projected box office totals and related revenues based on management’s regular quarterly
recoverability assessments.
103
10. Property, Plant and Equipment
(In thousands of U.S. Dollars)
Equipment leased or held for use:
Theater system components(1)(2)(3)
Camera equipment
Assets under construction(4)
Right-of-use assets(5)
Other property, plant and equipment:
Land
Buildings
Office and production equipment(6)
Leasehold improvements
(In thousands of U.S. Dollars)
Equipment leased or held for use:
Theater system components(1)(2)(3)
Camera equipment
Assets under construction(4)
Right-of-use assets(5)
Other property, plant and equipment:
Land
Buildings
Office and production equipment(6)
Leasehold improvements
As of December 31, 2021
Cost
Accumulated
Depreciation
Net Book
Value
346,517 $
4,855
351,372
10,232
14,429
8,203
80,973
39,017
8,110
136,303
512,336 $
181,936 $
3,214
185,150
—
2,297
—
28,873
31,169
4,494
64,536
251,983 $
164,581
1,641
166,222
10,232
12,132
8,203
52,100
7,848
3,616
71,767
260,353
As of December 31, 2020
Cost
Accumulated
Depreciation
Net Book
Value
337,271 $
5,399
342,670
5,660
15,553
8,203
80,875
40,362
8,061
137,501
501,384 $
158,647 $
4,653
163,300
—
1,642
—
25,921
29,156
3,968
59,045
223,987 $
178,624
746
179,370
5,660
13,911
8,203
54,954
11,206
4,093
78,456
277,397
$
$
$
$
(1)
(2)
(3)
Included in theater system components are assets with costs of $7.6 million (2020 — $7.6 million) and accumulated depreciation of $7.0 million
(2020 — $6.8 million) that are leased to customers under operating leases.
Included in theater system components are assets with costs of $324.3 million (2020 — $315.4 million) and accumulated depreciation of $166.5
million (2020 — $144.7 million) that are used in joint revenue sharing arrangements.
In 2021, the Company recorded charges of $0.4 million (2020 — $1.8 million; 2019 — $2.2 million) in Costs and Expenses Applicable to Technology
Rentals mostly related to the write-down of leased IMAX Xenon Theater Systems which were taken out of service in connection with customer
upgrades to IMAX Laser Theater Systems.
(4)
Included in assets under construction are components with costs of $9.2 million (2020 — $5.3 million) that will be utilized to construct assets to be
used in joint revenue sharing arrangements.
(5) The right-of-use assets primarily include operating leases for office and warehouse space.
(6) Fully depreciated office and production equipment is still in use by the Company. In 2021, the Company identified and wrote off $0.5 million (2020 —
$0.9 million) of office and production equipment that is fully depreciated and no longer in use.
104
In 2021, the Company recorded a charge of $0.2 million (2020 — $0.2 million; 2019 — $0.2 million) reflecting Property, Plant and Equipment that was
no longer in use.
11. Other Assets
(In thousands of U.S. Dollars)
Lease incentives provided to theater customers, net of accumulated amortization
Commissions and other deferred selling expenses
Other investments
Foreign currency derivatives
Other
12. Income Taxes
(a)
Income (Loss) Before Taxes by Jurisdiction
As of December 31,
2021
2020
$
$
14,834 $
1,418
1,000
184
363
17,799 $
15,651
2,608
1,000
1,979
435
21,673
Income (loss) before taxes by tax jurisdiction for the years ended December 31, 2021, 2020, and 2019 consists of the following:
(In thousands of U.S. Dollars)
Canada
United States
China
Ireland
Other
2021
Years Ended December 31,
2020
2019
$
$
(55,480) $
3,218
53,792
829
8,628
10,987 $
(104,166) $
(6,437)
(8,253)
(7,473)
(2,795)
(129,124) $
884
(234)
51,809
17,630
5,247
75,336
(b)
Income Tax (Expense) Benefit
Income tax (expense) benefit for the years ended December 31, 2021, 2020, and 2019 consists of the following:
(In thousands of U.S. Dollars)
Income tax (expense) benefit – current:
Canada
United States
China
Ireland
Other
Sub-total
Income tax (expense) benefit – deferred:
Canada(1)
United States
China(2)
Ireland
Other
Sub-total
Total(3)
2021
Years Ended December 31,
2020
2019
$
(915) $
(1,038)
(11,045)
(1,358)
(3,212)
(17,568)
(231)
(1,268)
(381)
(997)
(119)
(2,996)
(20,564) $
$
105
555 $
488
(1,980)
(1,462)
(487)
(2,886)
(10,801)
867
(15,756)
2,161
(89)
(23,618)
(26,504) $
2,369
595
(11,789)
(762)
(419)
(10,006)
(3,913)
(949)
(18)
(1,923)
41
(6,762)
(16,768)
(1) A valuation allowance is recorded in jurisdictions where management has determined, based on the weight of all available evidence, both positive and
negative, that a valuation allowance for deferred tax assets is needed. For the year ended December 31, 2021, the Company recorded a $17.2 million
valuation allowance against its deferred tax assets in Canada primarily as a result of uncertainties related to the long-term impact of the COVID-19
pandemic (2020 — $28.6 million). The $17.2 million increase in the valuation allowance recorded in 2021 is reflected within Income Tax Expense in
the Company’s Consolidated Statements of Operations ($14.7 million) and Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5
million).
(2)
In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources
globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of
amounts required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability
of $19.1 million in 2020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable
upon the repatriation of any such earnings. In 2021, the deferred tax liability for the applicable foreign withholding taxes was increased by $0.5 million
due to an increase in the amount of distributable historical earnings. During the year ended December 31, 2021, $20.4 million of historical earnings
from a subsidiary in China were distributed and, as a result, $ 2.0 million of foreign withholding taxes were paid to the relevant tax authorities. The
remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.
(3) For the year ended December 31, 2021, Income Tax (Expense) Benefit excludes a tax benefit of $0.3 million included in Other Comprehensive Income
(2020 — benefit of $0.1 million; 2019 — expense of $(0.4) million).
(c) Reconciliation of Income Tax Expense to Statutory Rates
For the years ended December 31, 2021, 2020, and 2019, the Company’s effective tax rate and income tax expense differs from the combined Canadian
federal and provincial statutory income tax rates due to the following factors:
(In thousands of U.S. Dollars, except rates)
Income tax (expense) benefit at combined statutory rates
Adjustments resulting from:
NCI share of partnership losses
Increase in valuation allowance
Changes to tax reserves
U.S. federal and state taxes
Withholding taxes
Income tax at different rates in foreign and other provincial jurisdictions
Investment and other tax credits (non-refundable)
Changes to deferred tax assets and liabilities resulting from audit and other
tax return adjustments
Other non-deductible/non-taxable items
Income tax expense
2021
Amount
$ (2,912)
(1)
(14,722)
3,508
(80)
(4,199)
3,352
413
Years Ended December 31,
2020
2019
Rate
Amount
26.5% $ 34,218
Rate
Amount
26.5% $ (19,964)
Rate
26.5%
0.0%
(1,229)
134.0% (28,589)
(2,699)
(31.9%)
(250)
0.7%
38.2% (20,943)
(2,607)
643
(30.5%)
(3.8%)
(1.0%)
(22.1%)
(2.1%)
(0.2%)
(16.2%)
(2.0%)
0.5%
(397)
—
1,418
(300)
(1,071)
5,019
701
(5,336)
(587)
$ (20,564)
48.6%
5.4%
(1,219)
(3,829)
187.2% $ (26,504)
(0.9%)
(3.0%)
(1,998)
(176)
(20.5%) $ (16,768)
106
0.5%
0.0%
(1.9%)
0.4%
1.4%
(6.7%)
(0.9%)
2.7%
0.3%
22.3%
(d) Deferred Tax Assets and Deferred Tax Liability
As of December 31, 2021 and 2020, the Company’s deferred tax assets and deferred tax liability consists of the following:
(In thousands of U.S. Dollars)
Net operating loss carryforwards
Investment tax credit and other tax credit carryforwards
Write-downs of other assets
Excess of tax accounting basis in various assets
Accrued pension liability
Accrued share-based compensation
Income recognition on net investment in leases
Other accrued reserves
Total deferred income tax assets
Valuation allowance
Deferred income tax asset net of valuation allowance
Deferred tax liability
Net deferred tax liability
As of December 31,
2021
2020
$
$
21,219 $
3,919
1,223
13,929
6,901
7,728
(3,368)
8,369
59,920
(46,014)
13,906
(17,642)
(3,736) $
17,120
1,344
1,219
9,692
6,942
7,350
(2,018)
5,120
46,769
(28,786)
17,983
(19,134)
(1,151)
As of December 31, 2021, deferred tax assets include of $0.3 million (December 31, 2020 — $0.6 million) associated with amounts recognized within
Accumulated Other Comprehensive Income, including unrealized actuarial gains and losses related to the Company’s pension and other postretirement
benefit plans and unrealized net gains and losses on cash flow hedging instruments.
(e) Net Operating Loss Carryforwards
Estimated United States and Canadian net operating loss carryforwards of $93.2 million can be used to reduce taxable income through 2041 and $21.9
million can be carried forward indefinitely. Investment tax credits and other tax credits can be carried forward to reduce income taxes payable through to
2041.
(f) Change on Indefinitely Reinvested Assertion
Income taxes are accrued for the earnings of non-Canadian affiliates and associated companies unless management determines that such earnings will be
indefinitely reinvested outside of Canada.
In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources
globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts
required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability of $19.1
million in 2020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the
repatriation of any such earnings. In 2021, the deferred income tax liability for the applicable foreign withholding taxes was increased by $0.5 million due to
an increase in the amount of distributable historical earnings. During the year ended December 31, 2021, $20.4 million of historical earnings from a
subsidiary in China were distributed and, as a result, $2.0 million of foreign withholding taxes were paid to the relevant tax authorities (2020 — $nil). The
remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.
107
(g) Valuation Allowance
As of December 31, 2021, the Company’s Consolidated Balance Sheets include net deferred income tax assets of $13.9 million, net of a valuation
allowance of $46.0 million (December 31, 2020 — $18.0 million, net of a valuation allowance of $28.8 million). For the years ended December 31, 2021
and 2020, the Company recorded a valuation allowance of $17.2 million and $28.6 million, respectively, where management cannot reliably forecast that
sufficient future tax liabilities will arise in specific jurisdictions, which includes the long-term impact of the COVID-19 pandemic. The $17.2 million
increase in the valuation allowance recorded in 2021 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations
($14.7 million) and Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5 million). The $28.6 million increase in the valuation
allowance recorded in 2020 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations. The valuation allowance is
expected to reverse at the point in time when management determines it is more likely than not that the Company will incur sufficient tax liabilities to allow
it to utilize the deferred tax assets against which the valuation allowance is recorded. Despite the valuation allowance recorded against its deferred tax
assets, the Company remains entitled to benefit from tax attributes which currently have a valuation allowance applied to them.
(h) Uncertain Tax Positions
As of December 31, 2021 and December 31, 2020, the Company had total tax reserves (including interest and penalties) of $13.9 million and $17.4
million, respectively, for various uncertain tax positions. While the Company believes it has adequately provided for all tax positions, amounts asserted by
taxing authorities could differ from the Company's accrued liability. Accordingly, additional provisions on federal, provincial, state and foreign tax-related
matters may be required in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.
For the year ended December 31, 2021, the Company recorded a net decrease of $2.1 million related to reserves (excluding interest and penalties) for
income taxes (2020 — $0.6 million, 2019 — $1.4 million).
The Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the Income Tax Expense in its
Consolidated Statements of Operations rather than Interest Expense. The Company reversed $1.4 million in potential interest and penalties associated with
its provision for uncertain tax positions for the years ended December 31, 2021 (2020 — expensed $3.3 million; 2019 — expensed $0.2 million).
The following table presents a reconciliation of the beginning and ending amount of tax reserves (excluding interest and penalties) for the years ended
December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
Balance at beginning of the year
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Reductions resulting from lapse of applicable statute of limitations and
administrative practices
Balance at the end of the year
2021
$
$
Years Ended December 31,
2020
2019
14,076 $
37
(991)
(1,183)
11,939 $
14,718 $
2,301
—
(2,943)
14,076 $
16,136
812
(2,230)
—
14,718
The number of years with open tax audits varies depending on the tax jurisdiction. The Company's taxing jurisdictions include Canada, the province of
Ontario, the United States (including multiple states), Ireland, and China. In 2021, the Canadian tax authorities denied the Company’s deduction of certain
foreign taxes accrued in 2015, but not yet paid as discussions with the local authorities are ongoing. This resulted in the payment of $8.9 million in income
taxes and $1.6 million in associated interest to the Canadian tax authorities in the fourth quarter of 2021. The Company has filed a waiver with the Canadian
tax authorities in respect of 2015 so that when the foreign taxes are paid, the Company would be entitled to receive a refund of the $8.9 million in tax, which
is recorded on the Company’s Consolidated Balance Sheets within Accounts Receivable, and the $1.6 million in associated interest.
The Company's 2017 through 2021 tax years remain subject to examination by the IRS for United States federal tax purposes, and the 2016 through 2021
tax years remain subject to examination by the appropriate governmental agencies for Canadian federal tax purposes. There are other on-going audits in
various other jurisdictions that are not material to the Consolidated Financial Statements.
108
(i)
Income Tax Effect on Other Comprehensive Income
For the years ended December 31, 2021, 2020, and 2019, Income Tax Benefit (Expense) related to the components of Other Comprehensive
Income is as follows:
(In thousands of U.S. Dollars)
Unrealized defined benefit plan actuarial (gain) loss
Unrealized postretirement benefit plans actuarial (gain) loss
Prior service cost arising during the period
Amortization of prior service cost
Unrealized change in cash flow hedging instruments
Realized change in cash flow hedging instruments
Reclassification of unrealized change in ineffective cash flow hedging instruments
Years Ended December 31,
2021
2020
2019
$
$
(37) $
(35)
—
(48)
(123)
446
83
286 $
276 $
92
—
(23)
(132)
(158)
—
55 $
(42)
—
145
(26)
(145)
(310)
—
(378)
13. Other Intangible Assets
(In thousands of U.S. Dollars)
Patents and trademarks
Licenses and intellectual property
Internal use software
Other
(In thousands of U.S. Dollars)
Patents and trademarks
Licenses and intellectual property
Internal use software
Other
As of December 31, 2021
Accumulated
Amortization
Net Book
Value
12,834 $
26,168
28,571
598
68,171 $
9,406 $
13,642
21,544
499
45,091 $
3,428
12,526
7,027
99
23,080
As of December 31, 2020
Accumulated
Amortization
Net Book
Value
12,714 $
26,168
25,009
1,445
65,336 $
8,878 $
12,182
17,568
463
39,091 $
3,836
13,986
7,441
982
26,245
Cost
$
$
Cost
$
$
Fully amortized other intangible assets are still in use by the Company. In 2021, the Company identified and wrote off $0.1 million (2020 — $0.2
million) of patents and trademarks that are no longer in use.
During 2021, the Company capitalized $4.1 million in other intangible assets, mainly related to the development of internal use software, as well as
additions in patents and trademark and other intangible assets (2020 — $2.8 million). The weighted average amortization period for these additions is 2.3
years (2020 — 6.6 years). The net book value of the other intangible assets capitalized in 2021 was $3.9 million as of December 31, 2021 (2020 — $2.6
million).
During 2021, the Company incurred costs of $0.1 million to renew or extend the term of acquired patents and trademarks which were recorded in Selling,
General and Administrative expenses (2020 — $0.4 million).
109
The estimated amortization expense for each of the next five years following the December 31, 2021 balance sheet date is as follows:
(In thousands of U.S. Dollars)
2022
2023
2024
2025
2026
14. Debt
$
6,225
6,225
4,899
2,056
1,704
(a) Revolving Credit Facility Borrowings, net
As of December 31, 2021 and 2020, Revolving Credit Facility Borrowings, net includes the following:
(In thousands of U.S. Dollars)
Credit Facility borrowings
Working Capital Facility borrowings
Unamortized debt issuance costs
Revolving Credit Facility Borrowings, net
Credit Agreement
December 31,
2021
December 31,
2020
$
$
— $
3,612
(1,140)
2,472 $
300,000
7,643
(1,967)
305,676
The Company has a credit agreement, the Fifth Amended and Restated Credit Agreement, with Wells Fargo Bank, National Association (“Wells Fargo”),
as agent, and a syndicate of lenders party thereto (the “Credit Agreement”). The Company’s obligations under the Credit Agreement are guaranteed by
certain of its subsidiaries (the “Guarantors”) and are secured by first-priority security interests in substantially all the assets of the Company and the
Guarantors. The Credit Facility provided by the Credit Agreement matures on June 28, 2023.
The Credit Agreement has a revolving borrowing capacity of $300.0 million, and contains an uncommitted accordion feature allowing the Company to
further expand its borrowing capacity to $440.0 million or greater, subject to certain conditions, depending on the mix of revolving and term loans
comprising the incremental facility.
In the first quarter of 2020, in response to uncertainties associated with the outbreak of the COVID-19 pandemic and its impact on the Company’s
business, the Company drew down $280.0 million in available revolving borrowing capacity under the Credit Facility, resulting in total outstanding
borrowings of $300.0 million, which remained outstanding as of December 31, 2020. During the first half of 2021, the Company completely repaid the
$300.0 million of Credit Facility borrowings, using cash on hand following the issuance of the Convertible Notes (as discussed below). Accordingly, as
of December 31, 2021, there were no outstanding borrowings under the Credit Facility. As of December 31, 2021, and December 31, 2020,
the Company did not have any letters of credit or advance payment guarantees outstanding under the Credit Facility.
The Credit Agreement contains a covenant that requires the Company to maintain a Senior Secured Net Leverage Ratio (as defined in the Credit
Agreement), as of the last day of any Fiscal Quarter (as defined in the Credit Agreement) of no greater than 3.25:1.00. In addition, the Credit Agreement
contains customary affirmative and negative covenants, including covenants that limit indebtedness, liens, capital expenditures, asset sales, investments and
restricted payments, in each case subject to negotiated exceptions and baskets. The Credit Agreement also contains customary representations, warranties
and event of default provisions.
110
On March 15, 2021, the Company entered into the Second Amendment to the Credit Agreement (as previously amended by the First Amendment to the
Credit Agreement, dated as of June 10, 2020). On July 28, 2021, and December 13, 2021, the Company entered into the Third and Fourth Amendments to
the Credit Agreement, respectively (collectively, the “Amendments”). The Amendments, among other things, (i) suspend the Senior Secured Net Leverage
Ratio covenant through the first quarter of 2022, (ii) re-establish the Senior Secured Net Leverage Ratio covenant thereafter, provided that for subsequent
quarters that such covenant is tested, as applicable, the Company will be permitted to use its quarterly EBITDA (as defined in the Credit Agreement) from
the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021, (iii) add a $75.0 million minimum liquidity covenant
measured at the end of each calendar month, (iv) restrict the Company’s ability to make certain restricted payments, dispositions and investments, create or
assume liens and incur debt that would otherwise have been permitted by the Credit Agreement, (v) permit the issuance of the Convertible Notes (as
discussed below) and related transactions, including the capped call transactions, or other unsecured debt, in an amount not to exceed $290.0 million, (vi)
allow $30.0 million in permitted repurchases of the Company’s common shares, subject to a $300.0 million pro forma minimum liquidity covenant, (vii)
increase permitted repurchases of the common shares of IMAX China from $5.0 million to $20.0 million, subject to pro forma compliance with the existing
financial covenants set forth in the Credit Agreement, and (viii) facilitate a transition from a LIBOR-based interest rate to an interest rate based on the Euro
Interbank Offered Rate for non-USD denominated loans. The modifications to the negative covenants, the minimum liquidity covenant, permitted share
repurchases and modifications to certain other provisions in the Credit Agreement pursuant to the Amendments are effective until the earlier of the delivery
of the compliance certificate for the fourth quarter of 2022 or the date on which the Company, in its sole discretion, elects to calculate its compliance with
the Senior Secured Net Leverage Ratio by using either its actual EBITDA or annualized EBITDA (the “Designated Period”). As of December 31, 2021, the
Company was in compliance with all of its requirements under the Credit Agreement, as amended.
Borrowings under the Credit Facility bear interest, at the Company’s option, at (i) LIBOR plus a margin ranging from 1.00% to 1.75% per annum; or
(ii) the U.S. base rate plus a margin ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s Total Leverage Ratio (as defined in
the Credit Agreement); provided, however, that from the effective date of the First Amendment to the Credit Agreement until the Company delivers a
compliance certificate following the end of the Designated Period, the applicable margin for LIBOR borrowings will be 2.50% per annum and the applicable
margin for U.S. base rate borrowings will be 1.75% per annum. The effective interest rate for the year ended December 31, 2021 was 2.64% (2020 —
2.38%).
In addition, the Credit Facility has standby fees ranging from 0.25% to 0.38% per annum, based on the Company’s Total Leverage Ratio with respect to
the unused portion of the Credit Facility; provided, however, that from the effective date of the First Amendment to the Credit Agreement until the
Company delivers a compliance certificate following the end of the Designated Period, the standby fee will be 0.50% per annum.
The Company incurred fees of approximately $1.6 million in connection with the Amendments, which are being amortized on a straight-line basis.
Working Capital Facility
On July 1, 2021, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), one of the Company’s majority-owned subsidiaries in China,
renewed its unsecured revolving facility for up to 200.0 million Chinese Renminbi (“RMB”) (approximately $31.4 million), including RMB 10.0 million
(approximately $1.6 million) for letters of guarantee, to fund ongoing working capital requirements (the “Working Capital Facility”). The Working Capital
Facility expires in July 2022.
As of December 31, 2021, outstanding Working Capital Facility borrowings were RMB 23.0 million ($3.6 million) and outstanding letters of guarantee
were RMB 2.8 million ($0.5 million). As of December 31, 2020, outstanding Working Capital Facility borrowings were RMB 49.9 million ($7.6 million)
and no letters of guarantee were issued.
As of December 31, 2021, the amount available for future borrowings under the Working Capital Facility was RMB 167.0 million ($26.2 million) and
the amount available for letters of guarantee was RMB 7.2 million ($1.1 million). The amount available for future borrowings under the Working Capital
Facility is not subject to a standby fee. The effective interest rate for the year ended December 31, 2021 was 4.31% (2020 — 4.31%).
111
Wells Fargo Foreign Exchange Facility
Within the Credit Facility, the Company is able to purchase foreign currency forward contracts and/or other swap arrangements. As of December 31,
2021, the net unrealized gain on the Company’s outstanding foreign currency forward contracts was $0.1 million, representing the amount by which the fair
value of these forward contracts exceeded their notional value (December 31, 2020 — $2.0 million). As of December 31, 2021, the notional value of the
Company’s outstanding foreign currency forward contracts was $26.7 million (December 31, 2020 — $26.4 million).
NBC Facility
On October 28, 2019, the Company entered into a $5.0 million facility with the National Bank of Canada (the “NBC Facility”) fully insured by Export
Development Canada for use solely in conjunction with the issuance of performance guarantees and letters of credit. The NBC Facility is renewed on an
annual basis. It was renewed on October 15, 2021 for a one-year term on the same terms and conditions. The Company did not have any letters of credit or
advance payment guarantees outstanding as of December 31, 2021 and 2020 under the NBC Facility.
(b) Convertible Notes
As of December 31, 2021 and December 31, 2020, Convertible Notes (as defined below) consist of the following:
(In thousands of U.S. Dollars)
Convertible Notes
Unamortized discounts and debt issuance costs
Revolving Credit Facility Borrowings, net
December 31,
2021
December 31,
2020
$
$
230,000 $
(6,359)
223,641 $
—
—
—
On March 19, 2021, the Company issued $230.0 million of 0.500% Convertible Senior Notes due 2026 (the “Convertible Notes”) in a private placement
conducted pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Convertible Notes were $223.7
million, after deducting the initial purchasers’ discounts and commissions. In addition, the Company paid $1.2 million of debt issuance costs associated with
the Convertible Notes. The Company used a portion of the net proceeds from the issuance of the Convertible Notes to make a partial repayment of
outstanding Credit Facility borrowings (as discussed above), and is using the remainder for working capital or other general corporate purposes.
The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.500% per annum on the principal of $230.0
million, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April
1, 2026, unless they are redeemed or repurchased by the Company or converted on an earlier date.
Holders of the Convertible Notes have the right to convert their Convertible Notes in certain circumstances and during specified periods. Before January
1, 2026, holders of the Convertible Notes have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after
January 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at any time at their election until the close of business on the second
scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as applicable, cash or a combination of cash
(in an amount no less than the principal amount of the Convertible Notes being converted) and common shares, at its election, based on the applicable
conversion rates. The initial conversion rate is 34.7766 common shares per $1,000 principal amount of Convertible Notes, which represents an initial
conversion price of approximately $28.75 per common share, and is subject to adjustment upon the occurrence of certain events.
The Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after April 6, 2024 and on
or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible
Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds
130% of the conversion price for a specified period of time. In addition, calling any Convertible Notes for redemption will constitute a “make-whole
fundamental change” with respect to such notes, in which case the conversion rate applicable to the conversion of such notes will be increased in certain
circumstances if such notes are converted after they are called for redemption.
112
In addition, upon the occurrence of a “fundamental change” (as defined below), holders may require the Company to repurchase their Convertible Notes
at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. Subject to the
terms and conditions of the indenture governing the Convertible Notes, a “fundamental change” means, among other things, an event resulting in (i) a
change of control, (ii) a transfer of all or substantially all of the assets of the Company, (iii) a merger, (iv) liquidation or dissolution of the Company, or (v)
delisting of the Company’s common shares from a national securities exchange.
On January 1, 2021, the Company elected to early adopt ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own
Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt that may be settled in cash. As a result, the Company recorded the
Convertible Notes entirely as a liability in the Consolidated Balance Sheets, net of initial purchasers’ discounts and commissions and other debt issuance
costs, with interest expense reflecting the cash coupon plus the amortization of the discounts and capitalized costs. Additionally, ASU 2020-06 modifies the
treatment of convertible debt securities that may be settled in cash or shares by requiring the use of the “if-converted” method. Under the “if-converted”
method, because the principal amount of the Convertible Notes is settled in cash and the conversion spread is settleable in the Company’s common shares,
diluted earnings per share is calculated by including the net number of incremental shares that would be issued upon conversion of the Convertible Notes,
using the average market price during the period. Accordingly, the application of the “if-converted” method may reduce the Company’s reported diluted
earnings per share.
In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call
Transactions”) with certain financial institutions. The Capped Call Transactions are expected to reduce potential dilution resulting from the common shares
the Company is required to issue and/or to offset any potential cash payments the Company is required to make in excess of the principal amount of the
Convertible Notes in the event that the market price per share of the Company’s common shares is greater than the strike price of the Capped Call
Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $37.2750 per share of the
Company’s common shares, which represents a premium of 75% over the last reported sale price of the common shares when they were priced on March 16,
2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, subject to
anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of the Company’s common shares underlying the
Convertible Notes. The cost of the Capped Call Transactions was approximately $19.1 million.
The Capped Call Transactions are separate transactions, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights
under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.
The Capped Call Transactions meet all of the applicable criteria for equity classification in accordance with ASC 815-10-15-74(a), “Derivatives and
Hedging—Embedded Derivatives—Certain Contracts Involving an Entity’s Own Equity,” and, as a result, the related $19.1 million cost was recorded as a
reduction to Other Equity within Shareholders’ Equity on the Company’s Consolidated Statements of Shareholders’ Equity and Consolidated Balance
Sheets.
113
15. Commitments
In the ordinary course of its business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations,
for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates
the agreement for any reason other than an event of default as described by the agreement. The following table presents a summary of the Company’s
contractual obligations and commitments as of December 31, 2021:
(In thousands of U.S. Dollars)
Purchase obligations(1)
Pension obligations(2)
Operating lease obligations(3)
Working Capital Facility(4)
Convertible Notes(5)
Postretirement benefits obligations
Payments Due by Period
Total
Obligation
34,084
20,298
18,833
3,612
235,175
3,066
315,068
Less Than One
Year
33,907
$
—
3,760
3,612
1,150
117
42,546
$
$
$
$
$
1 to 3 years
3 to 5 years
Thereafter
42
20,298
4,669
—
2,300
266
27,575
$
$
—
—
4,127
—
231,725
262
236,114
$
$
135
—
6,277
—
—
2,421
8,833
(1) Represents total payments to be made under binding commitments with suppliers and outstanding payments to be made for supplies ordered, but yet to
be invoiced.
(2) The Company has an unfunded defined benefit pension plan covering its Chief Executive Officer. (See Note 23.)
(3) Represents total minimum annual rental payments due under the Company’s operating leases, which almost entirely relates to leased office space in
New York. (See Note 6.)
(4) The Working Capital Facility expires in July 2022 (See Note 14(a).)
(5) The Convertible Notes bear interest at a rate of 0.500% per annum on the principal of $230.0 million, payable semi-annually in arrears on April 1 and
October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or
converted. (See Note 14.)
The Company compensates its sales force with both fixed and variable compensation. Commissions on the sale or lease of IMAX Theater Systems are
payable in graduated amounts from the time of collection of the customer’s first payment to the Company up to the collection of the customer’s last initial
payment. As of December 31, 2021, $1.1 million (December 31, 2020 — $1.6 million) of commissions have been accrued and will be payable in future
periods.
16. Contingencies and Guarantees
The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business.
Management is required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of
probable or reasonably possible losses. The Company records a provision for a liability when it is probable that a loss has been incurred and the amount of
the loss can be reasonably estimated. The determination of the amount of any liability recorded or disclosed is reviewed at least quarterly based on a careful
analysis of each individual exposure with, in some cases, the assistance of outside legal counsel, taking into account the impact of negotiations, settlements,
rulings, and other pertinent information related to the case. The amount of liabilities recorded or disclosed for these contingencies may change in the future
due to changes in management’s judgments resulting from new developments or changes in settlement strategy. Any resulting adjustment to the liabilities
recorded by the Company could have a material adverse effect on its results of operations, cash flows, and financial position in the period or periods in
which such changes in judgment occur. The Company believes it has adequate provisions for any such matters. The Company expenses legal costs relating
to its lawsuits, claims and proceedings as incurred.
114
(a)
In January 2004, the Company and IMAX Theatre Services Ltd., a subsidiary of the Company, commenced an arbitration seeking damages
before the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) with respect to the breach by Electronic Media Limited
(“EML”) of its December 2000 agreement with the Company. In June 2004, the Company commenced a related arbitration before the ICC against EML’s
affiliate, E-City Entertainment (I) PVT Limited (“E-City”). On March 27, 2008, the arbitration panel issued a final award in favor of the Company in the
amount of $11.3 million, consisting of past and future rents owed to the Company, plus interest and costs, as well as an additional $2,512 each day in
interest from October 1, 2007 until the date the award is paid. In July 2008, E-City commenced a proceeding in Mumbai, India seeking an order that the ICC
award may not be recognized in India and on June 10, 2013, the Bombay High Court ruled that it had jurisdiction over the proceeding filed by E-City. The
Company appealed that ruling to the Supreme Court of India, and on March 10, 2017, the Supreme Court set aside the Bombay High Court’s judgment and
dismissed E-City’s petition. On March 29, 2017, the Company filed an Execution Application in the Bombay High Court seeking to enforce the ICC award
against E-City and several related parties, which award the Company calculates to be $24.4 million, inclusive of interest, as of December 31, 2021. That
matter is currently pending. The Company has also taken steps to enforce the ICC final award outside of India. In December 2011, the Ontario Superior
Court of Justice issued an order recognizing the final award and requiring E-City to pay the Company $30,000 to cover the costs of the application, and in
May 2012, the New York Supreme Court recognized the Canadian judgment and entered it as a New York judgment. The Company intends to continue
pursuing its rights and seeking to enforce the award, although no assurances can be given with respect to the ultimate outcome.
(b)
On November 11, 2013, Giencourt Investments, S.A. (“Giencourt”) initiated arbitration before the International Centre for Dispute
Resolution in Miami, Florida, based on alleged breaches by the Company of its theater agreement and related license agreement with Giencourt. On
February 7, 2017, the panel issued a Partial Final Award and on July 21, 2017, the panel issued a Final Award (collectively, the “Award”), which held that
the parties had reached a binding settlement, and therefore the panel did not reach a decision regarding the merits of the dispute. On December 3, 2020, the
District Judge entered a final judgment (the “Final Judgment”) against the Company in the total amount of $11.3 million as damages under the Award. As of
December 31, 2020, the Company’s Consolidated Balance Sheets included a liability within Accrued and Other Liabilities of $11.3 million related to the
Final Judgment, consisting of $7.2 million related to amounts previously collected from or owed to Giencourt principally in respect of theater systems that
were not delivered and $4.1 million recorded within Legal Judgment and Arbitration Awards in the Company’s Consolidated Statements of Operations
during the year ended December 31, 2020 in respect of the remaining amounts owed under the Final Judgment. On June 23, 2021, the Company entered into
a final settlement agreement with Giencourt to fully resolve all disputes between the parties in the United States and Ontario (the “Settlement
Agreement”). In the second quarter of 2021, the Company paid Giencourt $9.5 million as required by the terms of the Settlement Agreement. As a result of
the Settlement Agreement, the Final Judgment has been vacated, all litigation between the parties in all jurisdictions has been dismissed and full and final
releases have been exchanged by the parties. Accordingly, upon entry in the Settlement Agreement on June 23, 2021, the remaining $1.8 million liability
recorded within Accrued and Other Liabilities was reversed and a corresponding $1.8 million benefit was recorded in the Company’s Condensed
Consolidated Statements of Operations within Legal Judgment and Arbitration Awards.
(c)
In addition to the matters described above, the Company is currently involved in other legal proceedings or governmental inquiries which, in
the opinion of the Company’s management, will not materially affect the Company’s financial position or future operating results, although no assurance can
be given with respect to the ultimate outcome of any such proceedings.
(d)
In the normal course of business, the Company enters into agreements that may contain features that meet the definition of a guarantee. A
guarantee is a contract (including an indemnity) that contingently requires the Company to make payments (either in cash, financial instruments, other
assets, shares of its stock or provision of services) to a third party based on (a) changes in an underlying interest rate, foreign exchange rate, equity or
commodity instrument, index or other variable, that is related to an asset, a liability or an equity security of the counterparty, (b) failure of another party to
perform under an obligating agreement or (c) failure of another third party to pay its indebtedness when due.
Financial Guarantees
Certain subsidiaries of the Company have provided significant financial guarantees to third parties under the Credit Agreement.
Product Warranties
The Company’s accrual for product warranties, which is recorded within Accrued and Other Liabilities in the Consolidated Balance Sheets is $nil and
$0.1 million as of December 31, 2021 and 2020, respectively.
115
Director/Officer Indemnifications
The Company’s by-laws contain an indemnification of its directors/officers, former directors/officers, and persons who have acted at its request to be a
director/officer of an entity in which the Company is a shareholder or creditor, to indemnify them, to the extent permitted by the Canada Business
Corporations Act, against expenses (including legal fees), judgments, fines and any amounts actually and reasonably incurred by them in connection with
any action, suit or proceeding in which the directors and/or officers are sued as a result of their service, if they acted honestly and in good faith with a view
to the best interests of the Company. In addition, the Company has entered into indemnification agreements with each of its directors in order to effectuate
the foregoing. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be
required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been accrued in the Consolidated
Balance Sheets as of December 31, 2021 and December 31, 2020 with respect to this indemnity.
Other Indemnification Agreements
In the normal course of the Company’s operations, the Company provides indemnifications to counterparties in transactions such as: IMAX Theater
System lease and sale agreements and the supervision of installation or servicing of IMAX Theater Systems; film production, exhibition and distribution
agreements; real property lease agreements; and employment agreements. These indemnification agreements require the Company to compensate the
counterparties for costs incurred as a result of litigation claims that may be suffered by the counterparty as a consequence of the transaction or the
Company’s breach or non-performance under these agreements. While the terms of these indemnification agreements vary based upon the contract, they
normally extend for the life of the agreements. A small number of agreements do not provide for any limit on the maximum potential amount of
indemnification; however, virtually all of the IMAX Theater System lease and sale agreements limit such maximum potential liability to the purchase price
of the system. The fact that the maximum potential amount of indemnification required by the Company is not specified in some cases prevents the
Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. Historically, the Company has
not made any significant payments under such indemnifications and no amounts have been accrued in the Consolidated Financial Statements with respect to
the contingent aspect of these indemnities.
17. Capital Stock
(a)
Authorized Common Shares
The authorized capital of the Company consists of an unlimited number of common shares. The following is a summary of the rights, privileges,
restrictions, and conditions of the common shares.
The holders of common shares are entitled to receive dividends, if and when declared by the directors of the Company, subject to the rights of the holders
of any other class of shares of the Company entitled to receive dividends in priority to the common shares.
The holders of the common shares are entitled to one vote for each common share held at all meetings of the shareholders.
116
(b)
Settlements of Share-Based Compensation
During the years ended December 31, 2021, 2020, and 2019, the Company settled the exercise of stock options and the vesting of RSUs with its common
shares. These settlements were either through newly issued common shares from treasury or through the purchase of common shares in the open market by
the IMAX LTIP trustee. The following table summarizes the settlement of stock option and RSU transactions:
(Cash proceeds in thousands of U.S. Dollars)
Stock options
Issued from treasury
Plan trustee purchases
Total stock options exercised
2021
Years Ended December 31,
2020
2019
41,613
—
41,613
—
—
—
19,088
67,840
86,928
Cash proceeds from stock option exercises
$
— $
— $
1,752
RSUs
Issued from treasury
Plan trustee purchases
Shares withheld for tax withholdings
Total RSUs vested
(c)
Share-Based Compensation
531,629
723
157,546
689,898
42,982
386,297
24,714
453,993
—
404,719
29,577
434,296
The Company issues share-based compensation to eligible employees, directors, and consultants under the IMAX LTIP and the China LTIP, as
summarized below. On June 3, 2020, the Company’s shareholders approved the IMAX LTIP at its Annual and Special Meeting.
Awards under the IMAX LTIP may consist of stock options, RSUs, PSUs, and other awards. Stock options are no longer granted under the Company’s
previously approved Stock Option Plan (“SOP”).
For the year ended December 31, 2021, share-based compensation expense totaled $25.6 million (2020 — $21.5 million; 2019 — $22.8 million) and is
reflected in the following accounts in the Consolidated Statements of Operations:
(In thousands of U.S. Dollars)
Cost and expenses applicable to revenues
Selling, general and administrative expenses
Research and development
2021
Years Ended December 31,
2020
2019
$
$
1,490 $
23,776
348
25,614 $
691 $
20,652
150
21,493 $
1,709
20,750
371
22,830
As of December 31, 2021, the Company has reserved a total of 5,807,445 (December 31, 2020 — 15,486,807) common shares for future issuance under
the IMAX LTIP. Of this amount, 3,736,157 common shares are reserved for the future exercise of stock options (December 31, 2020 — 4,892,962), 613,405
common shares are reserved for the future vesting of PSUs (December 31, 2020 — 361,844), and 1,457,883 common shares are reserved for the future
vesting of RSUs (December 31, 2020 — 1,564,838). As of December 31, 2021, stock options in respect of 3,488,107 (December 31, 2020 — 4,311,761)
common shares were vested and exercisable.
IMAX LTIP and SOP Stock Options
The Company’s policy is to issue new common shares from treasury or shares purchased in the open market to satisfy stock options which are exercised.
The Company no longer intends to issue new stock option awards.
117
The Company utilizes a Binomial Model to determine the fair value of stock option awards on the grant date. The fair value determined by the Binomial
Model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables
include, but are not limited to, the Company’s expected stock price volatility over the term of the award, and actual and projected employee stock option
exercise behaviors. The Binomial Model also considers the expected exercise multiple which is the multiple of exercise price to grant price at which
exercises are expected to occur on average. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or
hedging restrictions and are fully transferable. Because the Company’s employee stock options have certain characteristics that are significantly different
from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the Binomial
Model best provides a fair measure of the fair value of the Company’s employee stock options.
All stock option awards are granted at the fair market value of the Company’s common shares on the date of grant. The fair market value of a common
share on a given date is based on the higher of the closing price of a common share on either: (i) the grant date or (ii) the most recent trading date if the grant
date is not a trading date on the New York Stock Exchange (“NYSE”) or such national exchange as may be designated by the Company’s Board of
Directors. The stock options vest within 4 years and expire 10 years or less from the date of grant. The SOP and IMAX LTIP provide for double-trigger
accelerated vesting in the event of a change in control, as defined in each plan.
The Company recorded the following expenses related to stock options issued to employees and directors under the IMAX LTIP and SOP:
(In thousands of U.S. Dollars)
Stock option expense
2021
Years Ended December 31,
2020
2019
$
1,064 $
1,847 $
8,329
For the year ended December 31, 2021, the Company’s Consolidated Statements of Operations includes an income tax benefit of $0.1 million related to
stock option expense (2020 — $0.1 million; 2019 — $1.9 million).
As of December 31, 2021, 2020, and 2019, unrecognized share-based compensation expense related to non-vested employee stock options is as
follows:
(In thousands of U.S. Dollars)
Expense related to non-vested employee stock options
2021
As of December 31,
2020
2019
$
662 $
2,029 $
4,073
As of December 31, 2021, 2020, and 2019, unrecognized share-based compensation expense related to non-vested employee stock options is
expected to be recognized over the following weighted-average periods:
Weighted average period (in years)
2021
As of December 31,
2020
1.1
1.8
2019
2.7
During the years ended December 31, 2021 and 2020, the Company did not grant any stock options. During the year ended 2019, the
weighted average fair value of stock options granted to employees and directors at the measurement date and the assumptions used to estimate the average
fair value of the stock options are as follows:
Weighted average fair value per share
Average risk-free interest rate
Expected option life (in years)
Expected volatility
Dividend yield
2021
N/A
N/A
N/A
N/A
N/A
$
Years Ended December 31,
2020
N/A
N/A
N/A
N/A
N/A
2019
6.65
2.64%
6.73 - 10.00
31%
0%
118
The following table summarizes the stock option activity under the SOP and IMAX LTIP for the years ended December 31, 2021, 2020, and 2019:
2021
Number of Shares
2020
2019
2021
Weighted Average Exercise
Price Per Share
2020
2019
Stock options outstanding, beginning of year
Granted
Exercised
Forfeited
Expired
Cancelled
Stock options outstanding, end of year
4,892,962 5,732,209 5,465,046 $
— 1,016,882
(86,928)
—
(336,493)
(34,678)
(299,134)
(786,086)
(27,164)
(18,483)
3,736,157 4,892,962 5,732,209
—
(41,613)
(88,934)
(903,038)
(123,220)
26.81 $
—
21.23
22.49
28.31
26.68
26.61
26.82 $
—
—
22.49
27.07
27.97
26.81
Stock options exercisable, end of year
3,488,107 4,311,761 4,801,272
26.93
27.30
27.63
20.66
20.16
23.63
25.82
31.13
26.82
27.40
As of December 31, 2021, 3,736,157 options outstanding included both fully vested and unvested options with a weighted average exercise price of
$26.61, an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 4.1 years. The intrinsic value of the 41,613 options
exercised in 2021 was $0.1 million (2020 — nil; 2019 — $0.2 million).
IMAX LTIP Restricted Share Units
RSUs have been granted to employees and directors under the IMAX LTIP. Each RSU represents a contingent right to receive a common share and is the
economic equivalent of one common share. The grant date fair value of each RSU is equal to the share price of the Company’s stock at the grant date or the
average closing price of the Company’s common stock for five days prior to the date of grant. For the years ended December 31, 2021, 2020, and 2019, the
Company recorded the following expenses related to RSUs issued to employees and directors in the IMAX LTIP:
(In thousands of U.S. Dollars)
RSU expenses
2021
Years Ended December 31,
2020
2019
$
15,555 $
13,761 $
12,394
The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $0.6 million for the year ended December 31, 2021
(2020 — $0.3 million; 2019 — $1.6 million).
The Company’s accrued liability for granted RSUs was $2.6 million as of December 31, 2021 (December 31, 2020 — $2.1 million).
Total share-based compensation expense related to non-vested RSUs not yet recognized and the weighted average period over which the awards are
expected to be recognized are as follows:
(In thousands of U.S. Dollars)
Expense related to non-vested RSUs not yet recognized
2021
Years Ended December 31,
2020
2019
$
15,913 $
17,343 $
23,548
Weighted average period awards are expected to be recognized (in years)
1.6
1.9
2.7
The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the years ended December 31, 2021, 2020, and 2019:
2021
Number of Awards
2020
2019
Weighted Average Grant Date Fair
Value Per Share
2020
2021
2019
RSUs outstanding, beginning of year
Granted
Vested and settled
Forfeited
RSUs outstanding, end of year
1,564,838 1,065,347 1,033,871 $
687,475
(434,296)
(221,703)
1,457,883 1,564,838 1,065,347
831,123 1,050,385
(453,993)
(689,872)
(96,901)
(248,206)
18.33 $
21.03
19.46
19.38
19.16
23.17 $
15.35
22.71
18.81
18.33
25.70
22.30
27.54
23.68
23.17
119
Historically, RSUs granted under the IMAX LTIP have vested between immediately and three years from the grant date. In connection with the second
amendment and restatement of the IMAX LTIP at the Company’s annual and special meeting of the shareholders on June 3, 2020, the IMAX LTIP plan
retained the minimum one-year vesting period on future RSU grants, with a carve-out for an aggregate of no more than 5% of the total number of common
shares authorized for issuance under the plan that may vest on a shorter schedule. Vesting of the RSUs is subject to continued employment or service with
the Company. The following table summarizes the number of RSUs issued from the carve-out balance:
Approved under the June 3, 2020 amended and restated IMAX LTIP
Issued during previous years
Issued during 2021
Outstanding, December 31, 2021
Restricted Share Units to Non-Employees
885,000
(412,045)
(70,867)
402,088
There were no RSU awards granted to non-employees in 2021 (2020 ― nil; 2019 ― 12,580). The Company did not record any expenses for the year
ended December 31, 2021 related to RSU grants issued to advisors and strategic partners of the Company (2020 ― $0.1 million; 2019 ― $0.1 million).
IMAX LTIP Performance Stock Units Summary
In 2020, the Company expanded its share-based compensation program to include PSUs. The Company grants two types of PSUs awards, one which
vests based on a combination of employee service and the achievement of certain EBITDA-based targets and one which vests based on a combination of
employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is
determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range
from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance versus the established EBITDA and stock-
price targets.
The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the
average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is
determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets
embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the
requisite service period.
The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly
complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price
volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the fair value of the PSUs
granted.
The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the
likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously
anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result
of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease
compensation expense is recorded in the period that such determination is made.
For the years ended December 31, 2021, 2020, and 2019, the Company recorded the following expenses related to outstanding PSUs, which includes
adjustments reflecting management’s estimate of the number of PSUs with EBITDA-based targets expected to vest:
(In thousands of U.S. Dollars)
PSU expenses
2021
Years Ended December 31,
2020
2019
$
5,322 $
2,563 $
—
The Company’s actual tax benefits realized for the tax deductions related to the vesting of PSUs was $nil for the year ended December 31, 2021 (2020
and 2019 ― $nil).
As of December 31, 2021, total unrecognized share-based compensation expense related to unvested PSUs and the weighted average period over which
the expense is expected to be recognized is $9.3 million and 1.7 years, respectively.
120
The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP:
PSUs outstanding, beginning of year
Granted
Forfeited
PSUs outstanding, end of year
Number of Awards
Weighted Average Grant Date
Fair Value Per Share
2021
2020
2021
2020
361,844
309,574
(58,013)
613,405
— $
370,265
(8,421)
361,844
15.68 $
20.77
16.11
18.21
—
15.66
4.84
15.68
As of December 31, 2021, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,073,458, assuming
full achievement of the EBITDA and stock-price targets.
China Long-Term Incentive Plan
Each stock option (“China Option”), RSU, or PSU issued under the China LTIP represents an opportunity to participate economically in the future
growth and value creation of IMAX China.
In connection with the IMAX China IPO and in accordance with the China LTIP, IMAX China adopted a post-IPO share option plan and a post-IPO
restricted stock unit plan. Pursuant to these plans, IMAX China has issued additional China Options, China LTIP Performance Stock Units (“China PSUs”),
and China LTIP Restricted Share Units (“China RSUs”).
For the years ended December 31, 2021, 2020, and 2019, share-based compensation expense related to China Options, China RSUs and China PSUs was
as follows:
(In thousands of U.S. Dollars)
Expense
China Options
China RSUs
China PSUs
Total
2021
Years Ended December 31,
2020
2019
$
$
285 $
2,810
578
3,673 $
875 $
2,093
208
3,176 $
320
—
1,664
1,984
In 2021, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by one year (2020 ― two years) and
recorded an associated expense of $0.1 million (2020 ― $0.7 million).
Issuer Purchases of Equity Securities
In April 2021, the Company’s Board of Directors approved a 12-month extension to its share repurchase program through June 30, 2022. The extension
authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the original $200.0
million initially authorized under the share repurchase program when it commenced on July 1, 2017. The repurchases may be made either in the open
market or through private transactions, including repurchases made pursuant a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase
shares and the share repurchase program may be suspended or discontinued by the Company at any time. In 2021, the Company repurchased 841,331 (2020
― 2,484,123) common shares at an average price of $16.51 per share (2020 ― $14.72 per share), for a total of $13.9 million (2020 ― 36.6 million),
excluding commissions. As of December 31, 2021, the Company has $75.5 million available under its approved repurchase program.
The total number of shares purchased during the year ended December 31, 2020 does not include 200,000 common shares, purchased in the
administration of employee share-based compensation plans, at an average price of $15.43 per share. For the year ended December 31, 2021, there were no
shares purchases in the administration of employee share based plans.
As of December 31, 2021, the IMAX LTIP trustee held nil shares. Any shares held with the trustee are recorded at cost and are reported as a reduction
against Capital Stock on the Company’s Consolidated Balance Sheets.
121
In 2021, IMAX China’s shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase
shares of IMAX China not to exceed 10% of the total number of issued shares as of May 6, 2021 (34,835,824 shares). This program will be valid until the
2022 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable
laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any
time. In 2021, IMAX China repurchased 6,664,700 (2020 ― 906,400) common shares at an average price of HKD 11.68 per share (U.S. $1.50 per share) for
a total of HKD 77.8 million or U.S. $10.0 million (2020 ― HKD 13.07 per share or U.S. $1.68 per share, for a total of HKD 11.9 million or U.S. $1.5
million). The change in non-controlling interest as a result of common shares repurchased by IMAX China is recorded within Non-Controlling Interest in
the Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity. The difference between the consideration paid and the ownership
interest obtained as a result of IMAX China share repurchases is recorded within Other Equity in the Consolidated Balance Sheets and the Consolidated
Statements of Shareholders’ Equity. (See Note 3(a).)
(d)
Basic and Diluted Weighted Average Shares Outstanding
The following table reconciles the denominator of the basic and diluted weighted average share computations:
(In thousands)
Issued and outstanding, beginning of period
Weighted average number of shares issued (repurchased), net
Weighted average number of shares outstanding - basic
Weighted average effect of potential common shares, if dilutive
Weighted average number of shares outstanding - diluted
Years Ended December 31,
2021
2020
2019
58,921
205
59,126
—
59,126
61,176
(1,939)
59,237
—
59,237
61,434
(124)
61,310
179
61,489
For the year ended December 31, 2021, the calculation of diluted earnings per share excludes 6,131,792 (2020 and 2019 ― 6,999,667 and 5,809,468,
respectively) shares that are issuable upon the vesting of 1,457,883 RSUs (2020 and 2019 ― 1,564,838 and 77,259, respectively), the vesting of 937,752
PSUs (2020 and 2019 ― 541,867), and the exercise of 3,736,157 stock options (2020 and 2019 ― 4,892,962 and 5,732,209, respectively), as the effect
would be anti-dilutive.
The calculation of diluted weighted average shares outstanding for the year ended December 31, 2021 also excludes any shares potentially issuable upon
the conversion of the Convertible Notes as the average market price of the Company’s common shares during the period of time they were outstanding was
less than the conversion price of the Convertible Notes. (See Note 14(b).)
(e)
Statutory Surplus Reserve
Pursuant to the corporate law of the People’s Republic of China (the “PRC”), entities registered in the PRC are required to maintain certain statutory
reserves, which are appropriated from after-tax profits, after offsetting accumulated losses from prior years, before dividends can be declared or paid to
equity holders.
The Company’s PRC subsidiaries are required to appropriate 10% of statutory net profits to statutory surplus reserves, upon distribution of their after-tax
profits. The Company’s PRC subsidiaries may discontinue the appropriation of statutory surplus reserves when the aggregate sum of the statutory surplus
reserve is more than 50% of their registered capital. The statutory surplus reserve is non-distributable other than during liquidation and may only be used to
fund losses from prior years, to expand production operations, or to increase the capital of the subsidiaries. In addition, the subsidiaries may make further
contribution to the discretional surplus reserve using post-tax profits in accordance with resolutions of the Board of Directors.
During the year ended December 31, 2021, one of the Company’s PRC subsidiaries declared and paid dividends of RMB 131.6 million ($20.4 million).
In 2021, upon passage of the requisite resolution of the Board of Directors, a statutory surplus reserve of RMB 36.4 million ($5.6 million) was recorded
within Shareholders’ Equity as an appropriation of the PRC subsidiaries’ retained earnings, of which $3.9 million is attributable to the Company’s common
shareholders and $1.7 million is attributable to non-controlling shareholders. The statutory surplus reserve of RMB 36.4 million ($5.6 million) has reached
50% of its PRC subsidiaries’ registered capital.
122
18. Consolidated Statements of Operations Supplemental Information
(a) Selling Expenses
The following table summarizes the Company’s selling expenses, including sales commissions and other selling expenses such as direct advertising and
marketing expenses, which are recognized within Costs and Expenses Applicable to Revenues in the Consolidated Statements of Operations, for the years
ended December 31, 2021, 2020 and 2019:
2021
2020
2019
Years Ended December 31,
(In thousands of U.S. Dollars)
Technology sales(1)
Image enhancement and maintenance services(2)
Technology rentals(3)
Total
Sales
Commissions
$
1,885 $
—
399
2,284 $
$
Other
Selling
Expenses
Sales
Commissions
Other
Selling
Expenses
Sales
Commissions
Other
Selling
Expenses
989 $
8,923
1,109
11,021 $
1,278 $
—
908
2,186 $
1,077 $
4,306
510
5,893 $
2,031 $
—
383
2,414 $
1,072
22,869
2,952
26,893
(1) Sales commissions paid prior to the recognition of the related revenue are deferred and recognized upon the client acceptance of the IMAX Theater
System. Direct advertising and marketing costs for each theater are expensed as incurred.
(2) Film exploitation costs, including advertising and marketing costs are expensed as incurred.
(3) Sales commissions related to joint revenue sharing arrangements accounted for operating leases are recognized in the month they are earned by the
salesperson, which is typically the month in which the theater system is installed. Direct advertising and marketing costs for each theater are expensed
as incurred.
(b) Foreign Exchange
Included in Selling, General and Administrative Expenses for the year ended December 31, 2021 is a net gain of $1.3 million resulting from changes in
exchange rates related to foreign currency denominated monetary assets and liabilities, as compared to a net gain of $0.8 million and a net loss of $0.9
million for the years ended December 31, 2020 and 2019, respectively. See Note 22(c) for additional information.
(c) Collaborative Arrangements
Joint Revenue Sharing Arrangements
As of December 31, 2021, the Company has signed traditional and hybrid joint revenue sharing agreements with 43 exhibitors (2020 — 43) for a total of
1,225 IMAX Theater Systems (2020 — 1,232), of which 909 theaters (2020 — 890) were operational and included in the network as of that date. The terms
of these arrangements are similar in nature, rights, and obligations. (See Note 6 for a description of the material terms of the Company’s collaborative joint
revenue sharing arrangements.) The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in Note 3(p).
Revenue attributable to transactions arising between the Company and its customers under joint revenue sharing arrangements are recorded within
Revenues – Technology Sales and Revenues – Technology Rentals. For the year ended December 31, 2021, such revenues totaled $51.6 million (2020 —
$19.9 million; 2019 — $92.0 million). (See Note 20(a) for a disaggregated presentation of the Company’s revenues.)
IMAX DMR
In an IMAX DMR arrangement, the Company receives a percentage of the box office receipts from a third party who owns the copyright to a film in
exchange for converting the film into IMAX DMR format and distributing it through the IMAX network. The fee earned by the Company in a typical
IMAX DMR arrangement averages approximately 12.5% of box office receipts (i.e. GBO receipts less applicable sales taxes), except for within Greater
China, where the Company receives a lower percentage of net box office receipts for certain Hollywood films.
123
In 2021, the majority of IMAX DMR revenue was earned from the exhibition of 69 films (63 new and 6 carryovers) and the re-release of classic titles
throughout the IMAX theater network, as compared to 35 films (31 new and 4 carryovers) and the re-release of classic titles in 2020, and 72 films (60 new
and 12 carryovers) exhibited in 2019. The accounting policy for the Company’s IMAX DMR arrangements is disclosed in Note 3(p).
Revenue attributable to transactions arising between the Company and its customers under IMAX DMR arrangements are included in Revenues – Image
Enhancement and Maintenance Services. For the year ended December 31, 2021, such revenues totaled $70.7 million (2020 — $28.3 million; 2019 —
$120.8 million). (See Note 20(a) for a disaggregated presentation of the Company’s revenues.)
Co-Produced Film Arrangements
In certain film arrangements, the Company co-produces a film with a third party whereby the third party retains the copyright and certain other rights to
the film. In some cases, the Company obtains exclusive theatrical distribution rights to the film. Under these arrangements, both parties contribute to the
funding of the production, distribution and exploitation costs associated with the film.
As of December 31, 2021, the Company is party to one co-produced film arrangement, which represents the VIE total assets balance of $1.6 million and
liabilities balance of $0.3 million and three other co-produced film arrangements, the terms of which are similar. The accounting policies relating to co-
produced film arrangements are disclosed in Notes 3(a) and 3(p).
In 2021, an expense of $0.4 million (2020 — $2.0 million; 2019 — $0.6 million) attributable to transactions between the Company and other parties
involved in the production of the films have been included in Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services.
In 2017, the Company participated in one significant co-produced television arrangement. This arrangement was not a VIE. For the year ended
December 31, 2021, revenues of $0.2 million (2020 — $0.3 million; 2019 — $0.4 million) and Costs and Expenses Applicable to Revenues of $nil (2020 —
$nil; 2019 — less than $0.1 million) attributable to this collaborative arrangement were recorded within Revenue – Image Enhancement and Maintenance
Services and Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services.
19. Consolidated Statements of Cash Flows Supplemental Information
(a) Changes in other operating assets and liabilities
(In thousands of U.S. Dollars)
(Increase) decrease in:
Financing receivables
Prepaid expenses
Variable consideration receivables
Other assets
(Decrease) increase in:
Accounts payable
Accrued and other liabilities
(b) Cash payments made on account
(In thousands of U.S. Dollars)
Income taxes(1)
Interest
Years Ended December 31,
2021
2020
2019
(7,637) $
(3,230)
(2,905)
1,003
(4,752)
15,167
(2,354) $
(10,568) $
(979)
(2,361)
(4,747)
414
(6,399)
(24,640) $
(320)
(290)
(4,056)
(2,063)
(11,774)
(8,505)
(27,008)
Years Ended December 31,
2021
2020
2019
18,475 $
3,251 $
4,763 $
5,773 $
17,298
1,231
$
$
$
$
124
(1)
In 2021, the Canadian tax authorities denied the Company’s deduction of certain foreign taxes accrued in 2015, but not yet paid as discussions with the
local authorities are ongoing. This resulted in the payment of $8.9 million in income taxes and $1.6 million in associated interest to the Canadian tax
authorities in the fourth quarter of 2021. The Company has filed a waiver with the Canadian tax authorities in respect of 2015 so that when the foreign
taxes are paid, the Company would be entitled to receive a refund of the $8.9 million in tax, which is recorded on the Company’s Consolidated Balance
Sheets within Accounts Receivable, and the $1.6 million in associated interest.
(c) Depreciation and amortization
(In thousands of U.S. Dollars)
Film assets
Property, plant and equipment:
Equipment supporting joint revenue sharing arrangements
Other property, plant and equipment
Other intangible assets(1)
Other assets(2)
Total
Years Ended December 31,
2021
2020
2019
$
16,316 $
8,838 $
19,176
22,320
9,479
6,079
1,888
56,082 $
24,930
11,225
6,565
1,146
52,704 $
23,153
12,477
6,290
1,882
62,978
$
(1)
Includes the amortization of licenses and intellectual property recorded in Research and Development on the Consolidated Statement of Operations of
$1.3 million in the year ended December 31, 2021 (2020 — $1.3 million).
(2)
Includes the amortization of lessee incentives provided by the Company to its customers under joint revenue sharing arrangements.
(d) Write-downs, net of recoveries
(In thousands of U.S. Dollars)
Inventories(1)
Property, plant and equipment:
Equipment supporting joint revenue sharing arrangements(2)
Other property, plant and equipment
Other intangible assets
Film assets(3)
Other assets(4)
2021
Years Ended December 31,
2020
2019
$
890 $
3,632 $
364
217
142
151
—
1,764 $
1,784
174
184
10,804
1,151
17,729 $
$
446
2,207
249
95
1,379
—
4,376
(1)
(2)
(3)
In 2021, the Company recorded write-downs of $0.9 million (2020 — $3.6 million; 2019 — $0.4 million) in Costs and Expenses Applicable to
Technology Sales related to excess and damaged inventory.
In 2021, the Company recorded charges of $0.4 million (2020 — $1.8 million; 2019 — $2.2 million) in Costs and Expenses Applicable to
Technology Rentals mostly related to the write-down of leased IMAX Xenon Theater Systems which were taken out of service in
connection with customer upgrades to IMAX Laser Theater Systems.
In 2021, the company recorded impairment losses of $0.2 million related to the write-down of DMR related film assets. In 2020, the Company
recorded impairment losses of $10.8 million (2019 — $1.4 million) in Costs and Expenses Applicable to Image Enhancement and Maintenance
Services principally to write-down the carrying value of certain documentary and alternative content film assets and DMR related film assets due to a
decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments.
(4)
In 2020, the Company recorded a write-down of $1.2 million in Asset Impairments related to content-related assets which became impaired in the year.
No such charge was recorded in 2021 and 2019.
125
(e) Significant non-cash investing activities
(In thousands of U.S. Dollars)
Net (decrease) increase in accruals related to:
Investment in equipment supporting joint revenue sharing arrangements
Acquisition of other intangible assets
Purchases of property, plant and equipment
20. Revenue from Contracts with Customers
(a) Disaggregated Information About Revenue
2021
Years Ended December 31,
2020
2019
$
$
1,009 $
(891)
(188)
(70) $
(1,888) $
792
158
(938) $
(2,013)
(51)
496
(1,568)
The following tables summarize the Company’s revenues by type and reportable segment for the years ended December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
Technology sales
IMAX Systems(1)
Joint Revenue Sharing Arrangements, fixed fees
Other Theater Business
Other sales(2)
Sub-total
Image enhancement and maintenance services
IMAX DMR
IMAX Maintenance
Film Post-Production
Film Distribution
Other
Sub-total
Technology rentals
Joint Revenue Sharing Arrangements, contingent rent
Other
Sub-total
Finance income
IMAX Systems
Total
Year Ended December 31, 2021
Revenue from
Contracts with Customers
Fixed
consideration
Variable
consideration
Revenue from
Lease
Arrangements
Finance Income
Total
$
37,900 $
—
2,363
3,475
43,738
—
53,339
4,260
205
377
58,181
—
—
—
5,576 $
—
—
41
5,617
70,659
—
—
1,259
1,049
72,967
—
—
—
11,392 $
5,406
—
—
16,798
— $
—
—
—
—
—
—
—
—
—
—
46,184
606
46,790
—
—
—
—
—
—
—
—
—
54,868
5,406
2,363
3,516
66,153
70,659
53,339
4,260
1,464
1,426
131,148
46,184
606
46,790
—
101,919 $
$
—
78,584 $
—
63,588 $
10,792
10,792 $
10,792
254,883
126
(In thousands of U.S. Dollars)
Technology sales
IMAX Systems(1)(3)
Joint Revenue Sharing Arrangements, fixed fees
Other Theater Business
Other sales(2)
Sub-total
Image enhancement and maintenance services
IMAX DMR
IMAX Maintenance
Film Post-Production
Film Distribution
Other
Sub-total
Technology rentals
Joint Revenue Sharing Arrangements, contingent rent
Sub-total
Finance income
IMAX Systems
Total
(In thousands of U.S. Dollars)
Technology sales
IMAX Systems(1)(3)
Joint Revenue Sharing Arrangements, fixed fees
Other Theater Business
Other sales(2)
Sub-total
Image enhancement and maintenance services
IMAX DMR
IMAX Maintenance
Film Post-Production
Film Distribution
Other
Sub-total
Technology rentals
Joint Revenue Sharing Arrangements, contingent rent
Other
Sub-total
Finance income
IMAX Systems
Total
Year Ended December 31, 2020
Revenue from
Contracts with Customers
Fixed
consideration
Variable
consideration
Revenue from
Lease
Arrangements
Finance Income
Total
$
33,869 $
—
1,666
1,957
37,492
—
21,999
3,878
3,000
—
28,877
—
—
5,799 $
—
—
110
5,909
28,265
—
—
1,841
335
30,441
4,271 $
2,056
—
—
6,327
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
43,939
2,056
1,666
2,067
49,728
28,265
21,999
3,878
4,841
335
59,318
17,841
17,841
—
—
17,841
17,841
—
66,369 $
—
36,350 $
—
24,168 $
10,116
10,116 $
10,116
137,003
$
Year Ended December 31, 2019
Revenue from
Contracts with Customers
Fixed
consideration
Variable
consideration
Revenue from
Lease
Arrangements
Finance Income
Total
$
77,058 $
—
8,390
2,209
87,657
10,247 $
—
—
222
10,469
9,105 $
11,014
—
—
20,119
— $
—
—
—
—
—
53,151
7,392
—
60,543
—
—
—
120,765
—
—
4,818
2,421
128,004
—
25
25
—
—
—
—
—
—
76,673
1,263
77,936
—
—
—
—
—
—
—
—
—
96,410
11,014
8,390
2,431
118,245
120,765
53,151
7,392
4,818
2,421
188,547
76,673
1,288
77,961
—
148,200 $
—
138,498 $
—
98,055 $
10,911
10,911 $
10,911
395,664
$
127
(1)
Includes revenues earned from sales or sales-type lease arrangements involving new and upgraded IMAX Theater Systems, as well as the impact on
revenue of renewals and amendments to existing theater system arrangements.
(2) Other sales include revenues associated with New Business Initiatives.
(3) Prior period comparatives have been revised to appropriately classify $4.3 million and $9.1 million, respectively, of fixed consideration under revenue
from contracts with customers to revenue from lease arrangements for the years ended December 31, 2020 and 2019.
(b) Deferred Revenue
IMAX Theater System sale and lease arrangements include a requirement for the Company to provide maintenance services over the life of the
arrangement, subject to a consumer price index adjustment each year. In circumstances where customers prepay the entire term’s maintenance fee, additional
payments are due to the Company for the years after its extended warranty and maintenance obligations expire. Payments upon renewal each year are either
prepaid or made in arrears and can vary in frequency from monthly to annually. As of December 31, 2021, $20.2 million of consideration has been deferred
in relation to outstanding maintenance services to be provided on existing maintenance contracts (December 31, 2020 — $21.6 million and 2019 — $17.7
million). Maintenance revenue is recognized evenly over the contract term which coincides with the period over which maintenance services are provided.
In the event of customer default, any payments made by the customer may be retained by the Company.
In instances where the Company receives consideration prior to satisfying its performance obligations, the recognition of revenue is deferred. The
majority of the deferred revenue balance relates to payments received by the Company for IMAX Theater Systems where control of the system has not
transferred to the customer. The deferred revenue balance related to an individual theater increases as progress payments are made and is then derecognized
when control of the system is transferred to the customer. Recognition dates are variable and depend on numerous factors, including some outside of the
Company’s control.
128
21. Segment Reporting
The Company’s Chief Executive Officer (“CEO”) is its Chief Operating Decision Maker (“CODM”), as such term is defined under U.S. GAAP. The
CODM, along with other members of management, assess segment performance based on segment revenues and gross margins. Selling, general and
administrative expenses, research and development costs, the amortization of intangible assets, provision for (reversal of) current expected credit losses,
certain write-downs, interest income, interest expense, and income tax (expense) benefit are not allocated to the Company’s segments.
The Company has the following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX
Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives. The Company organizes its
reportable segments into the following four categories, identified by the nature of the product sold or service provided:
(i)
(ii)
(iii)
IMAX Technology Network, which earns revenue based on contingent box office receipts and includes the IMAX DMR segment and
contingent rent from the Joint Revenue Sharing Arrangements (“JRSA”) segment;
IMAX Technology Sales and Maintenance, which includes results from the IMAX Systems, IMAX Maintenance and Other Theater Business
segments, as well as fixed revenues from the JRSA segment;
Film Distribution and Post-Production, which includes activities related to the distribution of large-format documentary films, primarily to
institutional theaters, and the distribution of exclusive experiences ranging from live performances to interactive events with leading artists
and creators (through the Film Distribution segment) and the provision of film post-production and quality control services (through the Film
Post-Production segment); and
(iv)
New Business Initiatives, which is a segment that includes activities related to the expansion of the IMAX brand across new lines of business
and initiatives.
The Company presents its segment information at a disaggregated level to provide more relevant information to the users of its financial statements.
Transactions between the IMAX DMR segment and the Film Post-Production segment are valued at exchange value. Inter-segment profits are eliminated
upon consolidation, as well as for the disclosures below.
129
(a) Segment Financial Information
The following table presents the Company’s revenue and gross margin (margin loss) by category and reportable segment for the years ended
December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent
rent
IMAX Technology Sales and Maintenance
IMAX Systems(2)
Joint Revenue Sharing Arrangements, fixed fees
IMAX Maintenance(3)
Other Theater Business(4)
Film Distribution and Post-Production
Film Distribution(5)
Post-Production
New Business Initiatives
Sub-total for reportable segments
Other
Total
$
2021
Revenue(1)
2020
2019
2021
2020
2019
Gross Margin (Margin Loss)
Years Ended December 31,
$
70,659
$
28,265
$
120,765
$
44,782
$
13,731
$
78,592
46,184
116,843
65,660
5,406
53,339
2,363
126,768
1,464
4,260
5,724
3,704
253,039
1,844
254,883
$
17,841
46,106
54,055
2,056
21,999
1,666
79,776
4,841
3,878
8,719
2,226
136,827
176
137,003
$
76,673
197,438
107,321
11,014
53,151
8,390
179,876
4,818
7,392
12,210
2,754
392,278
3,386
395,664
21,761
66,543
34,981
1,343
27,572
398
64,294
(1,121)
1,969
848
3,399
135,084
(678)
$
134,406
$
(9,500)
4,231
48,446
127,038
24,816
529
3,068
(438)
27,975
(9,840)
(358)
(10,198)
1,878
23,886
(2,346)
$
21,540
58,168
2,613
23,010
2,624
86,415
(2,942)
1,680
(1,262)
2,106
214,297
(125)
214,172
The following table presents the Company’s assets by category and reportable segment, reconciled to consolidated assets, as of December 31, 2021 and
2020:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent rent
IMAX Technology Sales and Maintenance
IMAX Systems
Joint Revenue Sharing Arrangements, fixed fees
IMAX Maintenance
Other Theater Business
Film Distribution and Post-Production
Film Distribution
Post-Production
New Business Initiatives
Sub-total for reportable segments
Corporate and other non-segment specific assets
Total
As of December 31,
2021
2020
$
48,299 $
196,789
249,672
27,930
38,530
82
7,185
31,575
1,420
601,482
281,765
883,247 $
$
130
29,672
195,822
240,972
27,778
36,949
106
5,984
35,526
1,196
574,005
423,745
997,750
The following table presents the Company’s amortization by category and reportable segment, and on a consolidated basis, for the years ended
December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent rent
IMAX Technology Sales and Maintenance
IMAX Systems
IMAX Maintenance
Film Distribution and Post-Production
Film Distribution
Post-Production
New Business Initiatives
Sub-total for reportable segments
Corporate and other non-segment specific assets(6)
Total
Years Ended December 31,
2021
2020
2019
$
15,917 $
24,208
10,269 $
26,076
2,076
—
600
924
—
43,725
12,357
56,082 $
3,548
213
1,213
1,281
11
42,611
10,093
52,704 $
$
16,117
25,036
3,878
299
3,894
1,301
58
50,583
12,395
62,978
The following table presents the Company’s write-downs, including asset impairments and credit loss (reversal) expense, by category and reportable
segment, and on a consolidated basis, for the years ended December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent rent
IMAX Technology Sales and Maintenance
IMAX Systems
IMAX Maintenance
Film Distribution and Post-Production
Film Distribution
Post-Production
New Business Initiatives
Sub-total for reportable segments
Corporate and other non-segment specific assets(7)
Total
Years Ended December 31,
2021
2020
2019
$
$
151 $
364
837
53
—
—
—
1,405
(3,592)
(2,187) $
1,057 $
1,784
2,872
510
9,997
—
52
16,272
20,065
36,337 $
—
2,207
276
170
1,379
—
96
4,128
2,678
6,806
131
The following table presents the Company’s purchases of Property, Plant and Equipment by category and reportable segment for the years ended
December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
IMAX Technology Network
IMAX DMR
Joint Revenue Sharing Arrangements, contingent rent
IMAX Technology Sales and Maintenance
IMAX Systems
IMAX Maintenance
Film Distribution and Post-Production
Film Distribution
Post-Production
New Business Initiatives
Sub-total for reportable segments
Corporate and other non-segment specific assets
Total
Years Ended December 31,
2021
2020
2019
$
— $
10,094
— $
6,654
621
25
1,599
609
—
12,948
736
13,684 $
50
—
—
456
—
7,160
191
7,351 $
$
99
40,489
452
311
—
1,210
—
42,561
5,349
47,910
(1) The Company’s largest customer represents 10% of total Revenues as of December 31, 2021 (2020 ― 16%; 2019 ― 17%). No single customer
comprises more than 10% of the Company’s total Accounts Receivable as of December 31, 2021 and 2020.
(2) The revenue from this segment includes the initial upfront payments and the present value of fixed minimum payments from sales and sales-type lease
arrangements of IMAX Theater Systems, as well as the present value of estimated variable consideration from sales of IMAX Theater Systems. To a
lesser extent, the revenue from this segment also includes finance income associated with these revenue streams.
(3) Due to the global reopening of the IMAX theater network and the substantial resumption of normal operations throughout the theatrical exhibition
industry, as evidenced by box office totals for the fourth quarter of 2021 exceeding pre-pandemic levels, the Company ended the temporary relief
program for its exhibitor customers and, as a result, recognized maintenance revenue of $6.3 million that had been due to the potential for the waiver or
reduction of maintenance fees during the COVID-19 pandemic, including $2.5 million that had been deferred from 2020 with the remainder from the
first nine months of 2021.
(4) The revenue from this segment principally includes after-market sales of IMAX projection system parts and 3D glasses.
(5) During the year ended December 31, 2020, Film Distribution segment results were significantly influenced by impairment losses of $10.0 million, to
write-down the carrying value of certain documentary and alternative content film assets due to a decrease in projected box office totals and related
revenues based on management’s regular quarterly recoverability assessments (2019 ― $1.4 million). No such impairment losses were incurred in
2021.
(6) Prior period comparatives have been revised to exclude the amortization of deferred financing costs of $0.9 million and $0.5 million, respectively, for
the years ended December 31, 2020 and 2019.
(7) During the year ended December 31, 2021, includes the net reversal of current expected credit losses of $4.0 million, which is excluded from the
measurement of the Company’s segment performance (2020 ― provision of $18.6 million; 2019 ― provision of $2.4 million). (See Note 5.)
132
(b)
Geographic Information
Revenue by geographic area is based on the location of the customer. Revenue related to IMAX DMR is presented based upon the geographic location of
the theaters that exhibit the remastered films. IMAX DMR revenue is generated through contractual relationships with studios and other third parties and
these may not be in the same geographical location as the theater.
The following table summarizes the Company’s revenues by geographic area for the years ended December 31, 2021, 2020, and 2019:
(In thousands of U.S. Dollars)
Greater China
United States
Asia (excluding Greater China)
Western Europe
Russia & the CIS
Latin America
Canada
Rest of the World
Total
Years Ended December 31,
2021
2020
2019
$
$
112,801 $
73,499
23,682
20,942
7,308
3,601
3,266
9,784
254,883 $
52,331 $
30,157
20,090
13,683
2,927
6,114
1,365
10,336
137,003 $
124,294
121,264
48,386
46,911
16,124
9,438
9,220
20,027
395,664
No single country in the Rest of the World, Western Europe, Latin America, and Asia (excluding Greater China) classifications comprise more than 10%
of total revenue.
The following table presents the breakdown of Property, Plant and Equipment by geography as of December 31, 2021 and 2020:
(In thousands of U.S. Dollars)
Greater China
United States
Canada
Western Europe
Asia (excluding Greater China)
Rest of the World
Total
As of December 31,
2021
2020
$
$
100,182 $
91,856
32,643
21,684
9,463
4,525
260,353 $
104,731
100,495
31,624
25,487
9,930
5,130
277,397
133
22. Financial Instruments
(a) Financial Instruments
The Company maintains cash with various major financial institutions. The Company’s cash is invested with highly rated financial institutions. The
Company’s $189.7 million balance of cash and cash equivalents as of December 31, 2021 includes $102.1 million in cash held outside of Canada
(December 31, 2020 — $89.9 million), of which $76.3 million was held in the PRC (December 31, 2020 — $77.2 million).
(b) Fair Value Measurements
The carrying values of the Company’s Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, and Accrued Liabilities due within one year
approximate their fair values due to the short-term maturity of these instruments. Including these instruments, the Company’s financial instruments consist
of the following:
(In thousands of U.S. Dollars)
Level 1
Cash and cash equivalents(1)
Equity securities(2)
Level 2
Net financed sales receivables(3)
Net investment in sales-type leases(3)
Equity securities(1)
COLI(4)
Foreign exchange contracts — designated forwards(2)
Foreign exchange contracts — non-designated forwards(2)
Working Capital Facility borrowings(1)
Credit Facility borrowings(1)
Convertible Notes(5)
(1) Recorded at cost, which approximates fair value.
(2) Fair value is determined using quoted prices in active markets.
As of December 31, 2021
As of December 31, 2020
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
$
$
189,711 $
1,087
189,711 $
1,087
317,379 $
13,633
317,379
13,633
112,657 $
28,392
1,000
3,275
79
—
(3,612)
—
(230,000)
112,662 $
28,407
1,000
3,275
79
—
(3,612)
—
(223,100)
112,396 $
19,414
1,000
3,155
1,635
344
(7,643)
(300,000)
—
112,603
19,373
1,000
3,155
1,635
344
(7,643)
(300,000)
—
(3) Fair value is estimated based on discounting future cash flows at currently available interest rates with comparable terms.
(4) Measured at cash surrender value, which approximates fair value.
(5) Fair value is determined using quoted market prices that are observable in the market or that could be derived from observable market data.
The Company did not have any material amounts of Level 3 assets or liabilities as of December 31, 2021 and December 30, 2020.
(c) Foreign Exchange Risk Management
The Company is exposed to market risk from changes in foreign currency rates.
A majority of the Company’s revenues is denominated in U.S. Dollars while a significant portion of its costs and expenses is denominated in Canadian
Dollars. A portion of the Company’s net U.S. Dollar cash is converted to Canadian Dollars to fund Canadian Dollar expenses through the spot market. In
China and Japan, the Company has ongoing operating expenses related to its operations in RMB and the Japanese Yen, respectively. Net cash flows are
converted to and from U.S. Dollars through the spot market. The Company also has cash receipts under leases denominated in RMB, Japanese Yen,
Canadian Dollars, and Euros which are converted to U.S. Dollars through the spot market. In addition, because IMAX films generate box office in 87
different countries, unfavourable exchange rates between applicable local currencies and the U.S. Dollar could have an impact on box office receipts and the
Company’s revenues and results of operations. The Company’s policy is to not use any financial instruments for trading or other speculative purposes.
134
The Company has entered into a series of foreign currency forward contracts to manage the risks associated with the volatility of foreign currencies.
Certain of these foreign currency forward contracts met the criteria required for hedge accounting under the Derivatives and Hedging Topic of the
FASB ASC at inception, and continue to meet hedge effectiveness tests as of December 31, 2021 (the “Foreign Currency Hedges”), with settlement dates
throughout 2022. Foreign currency derivatives are recognized and measured in the Consolidated Balance Sheets at fair value. Changes in the fair value (i.e.,
gains or losses) are recognized in the Consolidated Statements of Operations except for derivatives designated and qualifying as foreign currency cash flow
hedging instruments. The Company currently has cash flow hedging instruments associated with Selling, General and Administrative Expenses. For foreign
currency cash flow hedging instruments related to Selling, General and Administrative Expenses, the effective portion of the gain or loss in a hedge of a
forecasted transaction is reported in Other Comprehensive Income and reclassified to the Consolidated Statements of Operations when the forecasted
transaction occurs. For foreign currency cash flow hedging instruments related to Inventories, the effective portion of the gain or loss in a hedge of a
forecasted transaction is reported in Other Comprehensive Income and reclassified to Inventories in the Consolidated Balance Sheets when the forecasted
transaction occurs. For foreign currency cash flow hedging instruments related to capital expenditures, the effective portion of the gain or loss in a hedge of
a forecasted transaction is reported in Other Comprehensive Income and reclassified to Property, Plant and Equipment on the Consolidated Balance Sheets
when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the Consolidated Statements of Operations.
The following tabular disclosures reflect the impact that derivative instruments and hedging activities have on the Company’s Consolidated Financial
Statements:
Notional value of foreign exchange contracts:
(In thousands of U.S. Dollars)
Derivatives designated as hedging instruments:
Foreign exchange contracts — Forwards
Derivatives not designated as hedging instruments:
Foreign exchange contracts — Forwards
Fair value of derivatives in foreign exchange contracts:
(In thousands of U.S. Dollars)
Derivatives designated as hedging instruments:
Foreign exchange contracts — Forwards
Balance Sheet Location
Other assets
Accrued and other liabilities
Derivatives not designated as hedging instruments:
Foreign exchange contracts — Forwards
Other assets
As of December 31,
2021
2020
26,702 $
—
26,702 $
As of December 31,
2021
2020
$
184
(105)
—
79
$
26,358
5,552
31,910
1,635
—
344
1,979
$
$
$
$
Derivatives in foreign currency hedging relationships are as follows:
(In thousands of U.S. Dollars)
Foreign exchange contracts
— Forwards
Derivative Gain
Recognized in OCI
(Effective Portion)
Years Ended December 31,
2021
2020
2019
$
468 $
550 $
552
(In thousands of U.S. Dollars)
Foreign exchange contracts
— Forwards
Location of Derivative Gain (Loss)
Reclassified from AOCI
(Effective Portion)
Selling, general and
administrative expenses
Inventories
Property, plant and equipment
135
Years Ended December 31,
2021
2020
2019
$
$
1,707
—
—
1,707
$
$
(578)
(26)
—
(604)
$
$
(1,109)
(42)
(32)
(1,183)
(In thousands of U.S. Dollars)
Foreign exchange contracts
— Forwards
Derivative Gain (Loss) Recognized
In and out of OCI
(Effective Portion)
Non-designated derivatives in foreign currency relationships are as follows:
Years Ended December 31,
2021
2020
2019
$
—
$
17
$
(22)
(In thousands of U.S. Dollars)
Foreign exchange contracts
— Forwards
Derivative Gain Reclassified
From AOCI
(Ineffective Portion)
(In thousands of U.S. Dollars)
Foreign exchange contracts
— Forwards
Location of Derivative Gain
Selling, general and
administrative expenses
Years Ended December 31,
2021
2020
2019
$
(318)
$
—
$
Years Ended December 31,
2021
2020
2019
$
398 $
344 $
—
—
The Company's estimated net amount of the existing gains as of December 31, 2021 is $0.1 million, which is expected to be reclassified to earnings
within the next twelve months.
(d)
Investments in Equity Securities
As of December 31, 2021, the Consolidated Balance Sheets includes $1.1 million (December 31, 2020 — $13.6 million) of investments in equity
securities.
On January 17, 2019, IMAX China (Hong Kong), Limited, a wholly-owned subsidiary of IMAX China, as an investor entered into a cornerstone
investment agreement with Maoyan Entertainment (“Maoyan”) (as the issuer) and Morgan Stanley Asia Limited (as a sponsor, underwriter and the
underwriters’ representative). Pursuant to this agreement, IMAX China (Hong Kong), Limited agreed to invest $15.2 million to subscribe for a certain
number of shares of Maoyan at the final offer price pursuant to the global offering of the share capital of Maoyan, and this investment would be subject to a
lock-up period of six months following the date of the global offering. On February 4, 2019, Maoyan completed its global offering, upon which, IMAX
China (Hong Kong), Limited became a less than 1% shareholder in Maoyan. In February 2021, IMAX China (Hong Kong), Limited sold all of its 7,949,000
shares of Maoyan for gross proceeds of $17.8 million, which represents a $2.6 million gain relative to the Company’s acquisition cost and a $5.2 million
gain compared to the fair value of the investment as of December 31, 2020. Prior to this sale, the Company accounted for its investment in Maoyan at fair
value with any changes in fair value recorded to the Consolidated Statements of Operations. For the year ended December 31, 2020, the Company recorded
a net unrealized loss of $2.1 million. As of December 31, 2020, the value of the Company’s investment in Maoyan was $12.6 million.
The Company has an investment of $1.1 million (December 31, 2020 — $1.1 million) in the shares of an exchange traded fund. This investment is
classified as an equity investment.
As of December 31, 2021, the Company held investments in the preferred shares of enterprises which meet the criteria for classification as an equity
security under FASB ASC 325, carried at historical cost, net of impairment charges. The carrying value of these equity security investments was $1.0
million as of December 31, 2021 (December 31, 2020 — $1.0 million) and is recorded in Other Assets.
136
23. Employee's Pension and Postretirement Benefits
(a) Defined Benefit Plan
The Company has an unfunded defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), covering its CEO, Richard L.
Gelfond. Under the terms of the SERP, if Mr. Gelfond’s employment is terminated other than for cause (as defined in his employment agreement), he is
entitled to receive SERP benefits in the form of a lump sum payment. SERP benefit payments to Mr. Gelfond are subject to a deferral for six months after
the termination of his employment, at which time Mr. Gelfond will be entitled to receive interest on the deferred amount credited at the applicable federal
rate for short-term obligations. Pursuant to an amendment to his employment agreement dated November 1, 2019, the term of Mr. Gelfond’s employment
was extended through December 31, 2022, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of this
amendment to his employment agreement, the total benefit payable to Mr. Gelfond under the SERP was fixed at $20.3 million.
As of December 31, 2021 and 2020, the projected benefit obligation for SERP are as follows:
(In thousands of U.S. Dollars)
Projected benefit obligation:
Obligation, beginning of period
Interest cost
Actuarial (gain) loss
Obligation, end of period and unfunded status
Years Ended December 31,
2021
2020
$
$
20,116 $
72
(132)
20,056 $
18,840
379
897
20,116
As of December 31, 2021, 2020, and 2019, the following amounts related to the SERP were recorded on the Company’s Consolidated Balance Sheets
within Accumulated Other Comprehensive Income and will be recognized as components of net periodic benefit cost in future periods:
(In thousands of U.S. Dollars)
Unrealized actuarial gain
Unamortized prior service cost
Net periodic benefit costs to be recognized in future periods
2021
As of December 31,
2020
$
$
(679) $
184
(495) $
(547) $
369
(178) $
2019
(1,444)
456
(988)
For the years ended December 31, 2021, 2020, and 2019, the components of pension expense related to the SERP were as follows:
(In thousands of U.S. Dollars)
Interest cost
Amortization of prior service cost
Pension expense
2021
Years ended December 31,
2020
2019
$
$
72 $
185
257 $
379 $
87
466 $
564
—
564
The following assumptions were used to determine the SERP obligation and any related costs as of and for the years ended December 31, 2021, 2020,
and 2019:
Discount rate
Lump sum interest rate:
First 25 years
First 20 years
Thereafter
Cost of living adjustment on benefits
2021
As of December 31,
2020
0.80%
0.36%
2019
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2.00%
2.12%
N/A
2.26%
1.20%
No contributions were made for the SERP during 2021. The Company expects interest costs of $0.2 million to be recognized as a component of pension
cost for the year ended December 31, 2022.
137
(b) Defined Contribution Pension Plan
The Company also maintains defined contribution pension plans for its employees, including its executive officers. The Company makes contributions to
these plans on behalf of employees in an amount up to 5% of their base salary subject to certain prescribed maximums. During 2021, the Company
contributed and recorded expense of $1.1 million (2020 — $1.1 million; 2019 — $1.2 million) to its Canadian plan and $0.5 million (2020 — $0.6 million;
2019 — $0.6 million) to its defined contribution employee pension plan under Section 401(k) of the U.S. Internal Revenue Code.
(c) Postretirement Benefits - Executives
The Company has an unfunded postretirement plan for Mr. Gelfond and Bradley J. Wechsler, former Chairman of the Company’s Board of Directors (the
“Executive Postretirement Benefit Plan”). The Executive Postretirement Benefit Plan provides that the Company will maintain health benefits for Mr.
Gelfond and Wechsler until they become eligible for Medicare and, thereafter, the Company will provide Medicare supplemental coverage as selected by
Mr. Gelfond and Wechsler. Mr. Wechsler retired from the Company’s Board of Directors on June 9, 2021. The Company maintained Mr. Wechsler’s health
benefits through December 31, 2021, and thereafter will provide him with Medicare supplemental coverage or its equivalent value.
As of December 31, 2021 and 2020, the Company’s Consolidated Balance Sheets include the following amounts within Accrued and Other
Liabilities related to the Executive Postretirement Benefit Plan:
(In thousands of U.S. Dollars)
Projected benefit obligation:
Obligation, beginning of year
Interest cost
Benefits paid
Actuarial (gain) loss
Obligation, end of year and unfunded status
As of December 31,
2021
2020
$
$
710 $
16
(16)
(48)
662 $
665
20
(29)
54
710
For the years ended December 31, 2021, 2020, and 2019, the components of pension expense related to the Executive Postretirement Benefit Plan
were as follows:
(In thousands of U.S. Dollars)
Interest cost
Amortization of actuarial gain
Pension expense
2021
Years Ended December 31,
2020
2019
$
$
16 $
—
16 $
20 $
(17)
3 $
26
—
26
As of December 31, 2021, 2020, and 2019, the following amounts related to the Executive Postretirement Benefit Plan were recorded on the
Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Income and will be recognized as components of net pension cost in
future periods:
(In thousands of U.S. Dollars)
Unrealized actuarial (gain) loss
2021
As of December 31,
2020
2019
$
(27) $
21 $
(50)
As of December 31, 2021, 2020, and 2019, the weighted average assumptions used to determine the benefit obligation related to the Executive
Postretirement Benefit Plan are as follows:
Discount rate
2021
As of December 31,
2020
2019
2.71%
2.36%
3.13%
138
For the years ended December 31, 2021, 2020, and 2019, the weighted average assumptions used to determine the net postretirement benefit expense
related to the Executive Postretirement Benefit Plan are as follows:
Discount rate
2021
Years Ended December 31,
2020
2019
2.36%
3.13%
4.15%
The following benefit payments are expected to be made as per the current plan assumptions for the Executive Postretirement Benefit Plan in each of the
next five years and thereafter following the December 31, 2021 balance sheet date:
(In thousands of U.S. Dollars)
2022
2023
2024
2025
2026
Thereafter
Total
$
$
9
19
20
21
23
938
1,030
(d) Postretirement Benefits – Canadian Employees
The Company has an unfunded postretirement plan for its Canadian employees meeting specific eligibility requirements (the “Canadian Postretirement
Benefit Plan”). The Company will provide eligible participants, upon retirement, with health and welfare benefits.
As of December 31, 2021 and 2020, the Company’s Consolidated Balance Sheets include the following amounts within Accrued and Other
Liabilities related to the Canadian Postretirement Benefit Plan:
(In thousands of U.S. Dollars)
Projected benefit obligations:
Obligation, beginning of year
Interest cost
Benefits paid
Actuarial (gain) loss
Unrealized foreign exchange loss
Obligation, end of year and unfunded status
As of December 31,
2021
2020
$
$
1,862 $
42
(118)
(92)
8
1,702 $
1,581
47
(110)
280
64
1,862
For the years ended December 31, 2021, 2020, and 2019, the components of pension expense related to the Canadian Postretirement Benefit Plan
were as follows:
(In thousands of U.S. Dollars)
Interest cost
Pension expense
2021
Years Ended December 31,
2020
2019
$
$
42 $
42 $
47 $
47 $
49
49
The Company expects interest costs of less than $0.1 million to be recognized as a component of benefit cost for the year ended December 31, 2022.
As of December 31, 2021, 2020, and 2019, the following amounts related to the Canadian Postretirement Benefit Plan were recorded on the Company’s
Consolidated Balance Sheets within Accumulated Other Comprehensive Income and will be recognized as components of net pension cost in future periods:
(In thousands of U.S. Dollars)
Unrealized actuarial loss (gain)
2021
As of December 31,
2020
2019
$
185 $
277 $
(3)
139
As December 31, 2021, 2020, and 2019, the weighted average assumptions used to determine the benefit obligation related to the Canadian
Postretirement Benefit Plan are as follows:
Discount rate
2021
As of December 31,
2020
2019
2.80%
2.30%
3.05%
For the years ended December 31, 2021, 2020, and 2019, the weighted average assumptions used to determine the net postretirement benefit expense
related to the Canadian Postretirement Benefit Plan are as follows:
Discount rate
2021
Years Ended December 31,
2020
2019
2.30%
3.05%
3.80%
The following benefit payments are expected to be made as per the current plan assumptions for the Canadian Postretirement Benefit Plan in each of the
next five years and thereafter following the December 31, 2021 balance sheet date:
(In thousands of U.S. Dollars)
2022
2023
2024
2025
2026
Thereafter
Total
(e) Deferred Compensation Benefit Plan
$
$
108
115
112
113
105
1,483
2,036
The Company maintained a nonqualified deferred compensation benefit plan (the “Retirement Plan”) covering the former CEO of IMAX Entertainment
and Senior Executive Vice President of the Company. Under the terms of the Retirement Plan, the benefits were due to vest in full if the executive incurred a
separation from service from the Company (as defined therein). In 2018, the executive incurred a separation from service from the Company, and as such,
the Retirement Plan benefits became fully vested as of December 31, 2018.
As of December 31, 2021, the benefit obligation related to the Retirement Plan was $3.8 million (December 31, 2020 — $3.7 million) and is recorded on
the Company’s Consolidated Balance Sheets within Accrued and Other Liabilities. As the Retirement Plan is fully vested, the benefit obligation is measured
at the present value of the benefits expected to be paid in the future with the accretion of interest recognized in the Consolidated Statements of Operations
within Retirement Benefits Non-Service Expenses.
The Retirement Plan is funded by an investment in company-owned life insurance (“COLI”), which is recorded at its fair value on the Company’s
Consolidated Balance Sheets within Prepaid Expenses. As of December 31, 2021, fair value of the COLI asset was $3.3 million (December 31, 2020 —
$3.2 million). Gains and losses resulting from changes in the cash surrender value of the COLI asset are recognized in the Consolidated Statements of
Operations within Realized and Unrealized Investment Gains (Losses).
140
24. Non-Controlling Interests
(a)
IMAX China Non-Controlling Interest
As of December 31, 2021, the Company indirectly owns 71.11% of IMAX China, whose shares trade on the Hong Kong Stock Exchange (December 31,
2020 — 69.89%). IMAX China remains a consolidated subsidiary of the Company. The balance of non-controlling interest in IMAX China as of
December 31, 2021 is $73.5 million (December 31, 2020 — $70.0 million). The net income attributable to non-controlling interest of IMAX China for the
year ended December 31, 2021 is $12.8 million (December 31, 2020 — loss of $(8.6) million; December 31, 2019 — income of $13.3 million).
(b) Other Non-Controlling Interests
The Company’s Original Film Fund was established in 2014 to co-finance a portfolio of 10 original large-format films. The initial investment in the
Original Film Fund was committed by a third party in the amount of $25.0 million, with the possibility of contributing additional funds. The Company has
contributed $9.0 million to the Original Film Fund since 2014, and has reached its maximum contribution. Through December 31, 2021, the Original Film
Fund has invested $22.3 million toward the development of original films. The related production, financing and distribution agreement includes put and
call rights relating to change of control of the rights, title and interest in the co-financed pictures.
(c) Non-Controlling Interest in Temporary Equity
The following summarizes the movement of the non-controlling interest in temporary equity, in the Original Film Fund for the years ended December 31,
2021, 2020 and 2019:
(In thousands of U.S. Dollars)
Balance as of January 1, 2019
Return of capital to non-controlling interests
Share issuance costs from the issuance of subsidiary shares to a non-controlling interest
Net loss
Balance as of December 31, 2019
Return of capital to non-controlling interests
Net loss
Balance as of December 31, 2020
Return of capital to non-controlling interests
Net loss
Balance as of December 31, 2021
141
$
$
6,439
(243)
1,350
(1,638)
5,908
(10)
(5,139)
759
—
(1)
758
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods and that such information
is accumulated and communicated to management, including the CEO and Interim Chief Financial Officer (“CFO”), to allow timely discussions regarding
required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only
provide reasonable assurance of achieving their control objectives.
The Company’s management, with the participation of its CEO and its CFO, has evaluated the effectiveness of the Company’s “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of December 31, 2021 and has concluded that, as of the
end of the period covered by this report, the Company’s disclosure controls and procedures were effective. The Company will continue to periodically
evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework in Internal Control-Integrated
Framework (2013) to assess the effectiveness of the Company’s internal control over financial reporting.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 and has concluded that
such internal control over financial reporting were effective as of that date.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2021, as stated in their report, which appears in Part II, Item 8.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company’s internal control over financial reporting which occurred during the three months ended December 31, 2021,
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not
experienced any material impact to its internal control over financial reporting despite the fact that most of its Finance employees are working remotely due
to the COVID-19 pandemic. The Company will continue to monitor the evolving COVID-19 situation to minimize its impact on the design and operating
effectiveness of the Company’s internal control over financial reporting.
142
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by Item 10 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement:
“Item No. 1 – Election of Directors;” “Executive Officers;” “Section 16(a) Beneficial Ownership Reporting Compliance;” “Code of Business Conduct and
Ethics;” and “Audit Committee.”
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement:
“Compensation Discussion and Analysis;” “Summary Compensation Table;” “Grants of Plan-Based Awards;” “Outstanding Equity Awards at Fiscal Year-
End;” “Option Exercise and Stock Vested;” “Pension Benefits;” “Employment Agreements and Potential Payments upon Termination or Change-in-
Control;” “Compensation of Directors;” and “Compensation Committee Interlocks and Insider Participation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement:
“Equity Compensation Plans;” “Principal Shareholders of Voting Shares;” and “Security Ownership of Directors and Management.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated by reference from the information under the following caption in the Company’s Proxy Statement:
“Certain Relationships and Related Transactions,” “Review, Approval or Ratification of Transactions with Related Persons,” and “Director Independence.”
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement:
“Audit Fees;” “Audit-Related Fees;” “Tax Fees;” “All Other Fees;” and “Audit Committee’s Pre-Approval Policies and Procedures.”
143
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Schedules
PART IV
The Consolidated Financial Statements filed as part of this Report are included under Item 8 in Part II. Financial Statement Schedules have been omitted
since they either are not required, not applicable, or the information required is included in the financial statements or the accompanying notes thereto.
Report of Independent Registered Public Accounting Firm, which covers the financial statements, the accompanying notes to the financial statements and
the Company’s internal control over financial reporting, is included under Part II, Item 8.
(b) Exhibits
Exhibit
No.
3.1
3.2
4.1
4.2
4.3
4.4
+10.1
+10.2
+10.3
+10.4
+10.5
+10.6
+10.7
+10.8
+10.9
+10.10
Description
Form
File No
Exhibit
Filing
Date
Restated Articles of Incorporation of IMAX Corporation, dated July 30, 2013.
10-Q 001-35066
Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on March 4,
2021.
10-Q 001-35066
3.1
3.1
10/24/13
07/27/21
Registration Rights Agreement, dated as of February 9, 1999, by and among IMAX
Corporation, Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore
Partners, L.P., WPPN Inc., the Michael J. Biondi Voting Trust, Bradley J. Wechsler
and Richard L. Gelfond.
10-K 001-35066
4.3
2/21/13
Description of IMAX Corporation’s Securities Registered Pursuant to Section 12 of
the Securities Exchange Act of 1934.
10-K 001-35066
4.4
2/19/20
Indenture, dated as of March 19, 2021, between IMAX Corporation and U.S. Bank
National Association.
10-Q 001-35066
4.1
4/29/21
Form of 0.500% Convertible Senior Notes due April 1, 2026 (included as Exhibit A
to Exhibit 4.3)
10-Q 001-35066
4.2
4/29/21
Stock Option Plan of IMAX Corporation, dated June 18, 2008.
10-K 001-35066
10.1
2/24/16
IMAX Corporation Form of Restricted Stock Unit Award Agreement.
10-K 001-35066
10.4
2/19/20
IMAX Corporation Second Amended and Restated Long-Term Incentive Plan,
dated June 3, 2020.
8-K 001-35066
10.1
6/5/20
Form of IMAX Corporation Second Amended and Restated Long-Term Incentive
Plan Restricted Stock Unit Award Agreement.
10-Q 001-35066
10.11
4/29/21
Form of IMAX Second Amended and Restated Long-Term Incentive Plan
Performance Stock Unit Award Agreement.
10-Q 001-35066
10.12
4/29/21
Form of IMAX Corporation Second Amended and Restated Long-Term Incentive
Plan Restricted Stock Unit Award Agreement for Non-employee Directors.
10-Q 001-35066
10.2
7/27/21
IMAX Corporation Supplemental Executive Retirement Plan, as amended and
restated as of January 1, 2006.
10-K 001-35066
10.2
2/21/13
Employment Agreement, dated July 1, 1998, between IMAX Corporation and
Bradley J. Wechsler.
10-K 001-35066
10.3
2/21/13
Amended Employment Agreement, dated July 12, 2000, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.4
2/21/13
Amended Employment Agreement, dated March 8, 2006, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.5
2/24/12
144
Exhibit
No.
+10.11
+10.12
+10.13
+10.14
+10.15
+10.16
+10.17
+10.18
+10.19
+10.20
+10.21
+10.22
+10.23
+10.24
+10.25
+10.26
+10.27
+10.28
+10.29
+10.30
Description
Form
File No
Exhibit
Filing
Date
Amended Employment Agreement, dated February 15, 2007, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.6
2/24/12
Amended Employment Agreement, dated December 31, 2007, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.8
2/20/14
Services Agreement, dated December 11, 2008, between IMAX Corporation and
Bradley J. Wechsler.
10-K 001-35066
10.9
2/19/15
Services Agreement Amendment, dated February 14, 2011, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.10
2/24/16
Services Agreement Amendment, dated April 1, 2013, between IMAX Corporation
and Bradley J. Wechsler.
10-K 001-35066
10.11
2/20/14
Services Agreement Amendment, dated March 30, 2021, between IMAX
Corporation and Bradley J. Wechsler.
10-K 001-35066
10.10
4/29/21
Employment Agreement, dated July 1, 1998, between IMAX Corporation and
Richard L. Gelfond.
10-K 001-35066
10.10
2/21/13
Amended Employment Agreement, dated July 12, 2000, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.11
2/21/13
Amended Employment Agreement, dated March 8, 2006, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.12
2/24/12
Amended Employment Agreement, dated February 15, 2007, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.13
2/24/12
Amended Employment Agreement, dated December 31, 2007, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.16
2/20/14
Amended Employment Agreement, dated December 11, 2008, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.17
2/19/15
Amended Employment Agreement, dated December 20, 2010, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.18
2/24/16
Amended Employment Agreement, dated December 12, 2011, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.17
2/24/12
Employment Agreement, dated January 1, 2014, between IMAX Corporation and
Richard L. Gelfond.
10-Q 001-35066
10.12
10/23/14
First Amending Agreement, dated December 9, 2015, between IMAX Corporation
and Richard L. Gelfond.
10-K 001-35066
10.21
2/24/16
Employment Agreement, dated November 8, 2016, between IMAX Corporation and
Richard L. Gelfond.
10-K 001-35066
10.24
2/23/17
Amendment to Employment Agreement, dated November 1, 2019, between IMAX
Corporation and Richard L. Gelfond.
10-K 001-35066
10.26
2/19/20
Employment Agreement, dated December 18, 2017, between IMAX Corporation
and Robert D. Lister.
10-K 001-35066
10.30
2/27/18
First Amending Agreement, dated March 11, 2020, between IMAX Corporation and
Robert D. Lister.
10-Q 001-35066
10.47
4/30/20
145
Exhibit
No.
+10.31
+10.32
+10.33
+10.34
+10.35
+10.36
+10.37
*+10.38
+10.39
+10.40
10.41
10.42
10.43
10.44
10.45
*10.46
10.47
10.48
10.49
10.50
10.51
Description
Form
File No
Exhibit
Filing
Date
Employment Agreement, dated June 6, 2016 between IMAX Corporation and
Patrick McClymont.
10-Q 001-35066
10.40
7/20/16
Amendment to Employment Agreement, dated August 2, 2019, between IMAX
Corporation and Patrick McClymont.
10-Q 001-35066
10.41
10/31/19
Second Amendment to Employment Agreement, dated October 21, 2019, between
IMAX Corporation and Patrick McClymont.
10-Q 001-35066
10.42
10/31/19
Third Amendment to Employment Agreement, dated December 5, 2019, between
IMAX Corporation and Patrick McClymont.
10-K 001-35066
10.37
2/19/20
Employment Agreement, dated December 17, 2019, between IMAX Corporation
and Patrick McClymont.
10-K 001-35066
10.38
2/19/20
Employment Agreement, dated October 10, 2018, between IMAX Corporation and
Megan Colligan.
10-Q 001-35066
10.48
7/28/20
Employment Memorandum, dated September 18, 2020, between IMAX
Corporation and Mark Welton.
10-Q 001-35066
10.52
10/29/20
Amendment to Employment Memorandum, dated October 13, 2021, between
IMAX Corporation and Mark Welton.
Offer Letter, effective May 14, 2021, between IMAX Corporation and Joseph
Sparacio.
10-Q 001-35066
10.1
07/27/21
Statement of Directors’ Compensation, dated January 12, 2021.
10-K 001-35066
10.43
03/04/21
Form of Director Indemnification Agreement.
Fifth Amended and Restated Credit Agreement, dated June 28, 2018, by and
between IMAX Corporation, the Guarantors referred to therein, the Lenders
referred to therein, and Wells Fargo Bank, National Association, as Administrative
Agent.
10-Q 001-35066
10.39
7/25/18
10-Q 001-35066
10.38
7/25/18
First Amendment to Fifth Amendment and Restated Credit Agreement entered into
on June 10, 2020.
8-K 001-35066
10.1
6/11/20
Second Amendment to the Fifth Amended and Restated Credit Agreement entered
into on March 15, 2021.
10-Q 001-35066
10.9
4/29/21
Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as
of July 28, 2021.
10-Q 001-35066
10.1
10/28/21
Fourth Amendment to the Fifth Amended and Restated Credit Agreement, dated as
of December 13, 2021
Base Call Option Confirmation, dated as of March 16, 2021 between IMAX
Corporation and Wells Fargo Bank, National Association.
10-Q 001-35066
10.1
4/29/21
Base Call Option Confirmation, dated as of March 16, 2021 between IMAX
Corporation and Mizuho Markets Americas LLC.
10-Q 001-35066
10.2
4/29/21
Base Call Option Confirmation, dated as of March 16, 2021 between IMAX
Corporation and JPMorgan Chase Bank, National Association.
10-Q 001-35066
10.3
4/29/21
Base Call Option Confirmation, dated as of March 16, 2021 between IMAX
Corporation and HSBC Bank USA, National Association.
10-Q 001-35066
10.4
4/29/21
Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX
Corporation and Wells Fargo Bank, National Association.
10-Q 001-35066
10.5
4/29/21
146
Exhibit
No.
10.52
10.53
10.54
*21.1
*23.1
*24.1
*31.1
*31.2
*32.1
*32.2
*101.INS
*101.SCH
*101.CAL
*101.DEF
*101.LAB
*101.PRE
*104
Description
Form
File No
Exhibit
Filing
Date
Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX
Corporation and Mizuho Markets Americas LLC.
10-Q 001-35066
10.6
4/29/21
Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX
Corporation and JPMorgan Chase Bank, National Association.
10-Q 001-35066
10.7
4/29/21
Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX
Corporation and HSBC Bank USA, National Association.
10-Q 001-35066
10.8
4/29/21
Subsidiaries of IMAX Corporation.
Consent of PricewaterhouseCoopers LLP.
Power of Attorney of certain directors.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 23, 2022, by Richard L. Gelfond.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 23, 2022, by Joseph Sparacio.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 23, 2022, by Richard L. Gelfond.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 23 2022, by Joseph Sparacio.
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are
embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
+
Filed herewith
Management contract or compensatory plan, contract or arrangement
Item 16. Form 10-K Summary
Not applicable.
147
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
IMAX CORPORATION
By
/s/ JOSEPH SPARACIO
Joseph Sparacio
Interim Chief Financial Officer
Date: February 23, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on February 23, 2022.
/s/ RICHARD L. GELFOND
Richard L. Gelfond
Chief Executive Officer &
Director
(Principal Executive Officer)
*
Darren D. Troop
Chairman of the Board & Director
*
David W. Leebron
Director
*
Steve Pamon
Director
/s/ JOSEPH SPARACIO
Joseph Sparacio
Interim Chief Financial Officer
(Principal Financial Officer)
/s/ KEVIN M. DELANEY
Kevin M. Delaney
Senior Vice President, Finance &
Controller
(Principal Accounting Officer)
*
Kevin Douglas
Director
*
Dana Settle
Director
* /s/ JOSEPH SPARACIO
Joseph Sparacio
(as attorney-in-fact)
*
Eric A. Demirian
Director
*
Michael MacMillan
Director
By
148
IMAX CORPORATION
Exhibit 10.38
Memorandum
TO:
FROM:
CC:
DATE:
SUBJECT:
MARK WELTON
JACKI BASSANI
RICH GELFOND
OCTOBER 13, 2021
AMENDMENT TO SEPTEMBER 18, 2020
EMPLOYMENT TERMS MEMORANDUM
I am writing to confirm the amendment we are making to the September 18, 2020 Memorandum that documents the terms and
conditions of your ongoing employment (the “Memorandum”). The “Vacation and Benefits” provision of the Memorandum is
hereby deleted in its entirety and replaced with the following:
Vacation and
Benefits:
Your current vacation entitlement and benefits will continue unchanged, including entitlement to the
Wellness Allowance reimbursement of up to $2,500 per year, which is a taxable benefit, and your
Medcan benefit. Furthermore, the Company shall provide you with the following taxable benefits:
(1) Reimbursement of up to CAD $10,000 per year toward a premium for a term life insurance
policy; and
(2) Payment to you of the difference between the annual CRA limit on employer contributions to
your Registered Pension Plan and 5% of your salary, up to an annual maximum of CAD
$10,000. The payment for each year shall be made within the first quarter of the following
year; provided, however, that the payment for 2020 shall be made within 30 days following the
date hereof.
IMAX Corporation | 902 Broadway, 20th Floor, New York, NY 10010 | 212-821-0100 | Fax: 212-821-0105
Except as amended herein, the Memorandum remains in full force and effect. Please acknowledge your receipt of this
memorandum and your agreement with the terms and conditions herein by signing and returning it to me by October 20, 2021.
With my signature below, I confirm receipt of this memorandum and my acceptance of the terms of my employment as
written.
/s/ Mark Welton
Mark Welton
10/14/21
Date
IMAX Corporation | 902 Broadway, 20th Floor, New York, NY 10010 | 212-821-0100 | Fax: 212-821-0105
IMAX CORPORATION
Exhibit 10.46
EXECUTION COPY
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
December 13, 2021, among IMAX CORPORATION, a corporation incorporated pursuant to the laws of Canada (the “Borrower”), the
Guarantors (as defined in the Credit Agreement referred to below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as administrative agent (the “Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall
have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the lenders party thereto (the “Lenders”), the Agent and the other parties thereto have entered into that
certain Fifth Amended and Restated Credit Agreement, dated as of June 28, 2018 (as previously amended by that certain First Amendment to
Fifth Amended and Restated Credit Agreement dated as of June 10, 2020, that certain Second Amendment to Fifth Amended and Restated
Credit Agreement dated as of March 15, 2021 and that certain Third Amendment to Fifth Amended and Restated Credit Agreement dated as
of July 28, 2021, as amended hereby and as further amended, restated, extended, supplemented or otherwise modified from time to time, the
“Credit Agreement” and the Credit Agreement prior to giving effect to this Amendment being referred to as the “Existing Credit
Agreement”);
WHEREAS, under the Existing Credit Agreement Revolving Loans that are denominated in Euros bear interest based on Euribor,
as defined in the Existing Credit Agreement;
WHEREAS, on March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered
rate, and the Financial Conduct Authority, the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the
final publication or representativeness date for the London interbank offered rate for various currencies, including Euros, will be December
31, 2021. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing
immediately after such dates, the London interbank offered rate for such Euros may no longer be available or may no longer be deemed a
representative reference rate upon which to determine the interest rate on applicable Loans; and
WHEREAS, the Agent and the Borrower have determined that as a result of the Announcements, the provisions of Section 3.2(c)
are applicable to any Euro denominated Loan. In connection with such determinations the Agent and the Borrower have agreed, in
accordance with Sections 3.2(c) and 11.14(b) of the Existing Credit Agreement, to establish Euribor (as defined in the Credit Agreement after
giving effect to this Amendment) and to make such other changes set forth herein in order to implement any Replacement Rate.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is agreed as follows:
SECTION 1.
Amendments to Credit Agreement.
151978832_4
(a)
Article 1 of the Existing Credit Agreement is hereby amended by:
(i)
amending and restating the definition of “Business Day” in its entirety as follows:
"Business Day" means (a) for all purposes other than as set forth in clause (b) below, any day (other than a Saturday,
Sunday or legal holiday) on which banks in Toronto, Ontario and New York, New York, are open for the conduct of their
commercial banking business and (b) (i) except in the case of clause (ii), with respect to all notices and determinations in
connection with, and payments of principal and interest on, any Euro Rate Loans or any U.S. Base Rate Loan as to which the
interest rate is determined by reference to the Adjusted Euro Dollar Rate or the Euro Dollar Rate, as applicable, any day that is a
Business Day described in clause (a) and that is also a London Banking Day and (ii) with respect to all notices and determinations
in connection with, and payments of principal and interest on, any Euro Rate Loan denominated in Euros, any day that is a
Business Day as described in clause (a) and that is also a TARGET Day.
(ii)
amending and restating the definition of “Euribor” in its entirety as follows:
"Euribor" means the rate per annum determined on the basis of the rate for deposits in Euros equal to the Euro Interbank
Offered Rate as administered by the European Money Markets Institute, or a comparable or successor administrator approved by
the Agent, for a period comparable to the applicable Interest Period, at approximately 11:00 a.m. (Brussels time) two (2) Business
Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market
practice in such interbank market, as determined by the Agent; provided that to the extent that such market practice is not
administratively feasible for the Agent, such other day as otherwise reasonably determined by the Agent). Notwithstanding the
foregoing, if Euribor shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.
(iii)
amending and restating the definition of “Interest Period” in its entirety as follows:
"Interest Period" means, with respect to each CDOR Rate Loan and Euro Rate Loan, a period, subject to the availability
thereof on a representative basis, equal to one of the following: (a) one (1) month, (b) two (2) months, (c) three (3) months or (d)
six (6) months or, if agreed to by all relevant Lenders, twelve (12) months, in each case as Borrower may elect with the exact
duration to be determined in accordance with customary practice in the applicable CDOR Rate or Euro Rate market; provided that
(i) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on
the immediately preceding Business Day; (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to
clause (iii) of this definition, end on the last Business Day of a calendar month; and (iii) Borrower may not elect an Interest Period
which will end after the Maturity Date.
(iv)
adding the following definitions to Article 1 of the Existing Credit Agreement in proper alphabetical order:
151978832_4
2
"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system
which utilizes a single shared platform and which was launched on November 19, 2007.
"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in Euros.
(b)
Section 3.1(h)(iv) of the Existing Credit Agreement is hereby amended by (i) deleting the phrase “or London” and (ii)
replacing it with “, London, Euro, Canadian or other applicable”.
(c)
Section 3.2(a)(i) of the Existing Credit Agreement is hereby amended by adding the phrase “, Euro or other applicable”
after “London”.
(d)
Section 3.3 of the Existing Credit Agreement is hereby amended by (i) deleting the phrase “or Canadian” and (ii)
replacing it with “, Euro, Canadian or other applicable”.
(e)
Section 3.4(a)(iii) of the Existing Credit Agreement is hereby amended by (i) deleting the phrase “or Canadian” and (ii)
replacing it with “, Euro, Canadian or other applicable”.
SECTION 2.
Conditions of Effectiveness of this Amendment. This Amendment shall become effective on the date that is
the later of the date that (a) the Agent receives of a counterpart of this Amendment, duly executed by each of the Credit Parties, which shall be
originals or facsimiles (followed by originals to be delivered as soon as practicable) unless otherwise specified, in form and substance
reasonably satisfactory to the Agent and (b) is five (5) Business Days after the delivery of such amendment to Lenders, so long as the Agent
has not received written notices from such Lenders that in the aggregate constitute Required Lenders stating that such Lender objects to this
Amendment (which such notice shall note with specificity the particular provisions of this Amendment to which such Lender objects).
SECTION 3.
Miscellaneous.
(a)
On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,”
“herein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the notes and
each of the other Financing Agreements to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b)
The Credit Agreement and each of the other Financing Agreements, as specifically amended by this Amendment, are
and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
151978832_4
3
(c)
This Amendment shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other
term or condition of the Existing Credit Agreement or any other Financing Agreement other than as expressly set forth herein, (ii) to prejudice
any right or rights which the Agent or the Lenders may now have or may have in the future under or in connection with the Existing Credit
Agreement or the other Financing Agreements or any of the instruments or agreements referred to therein, as the same may be amended,
restated, supplemented or modified from time to time, or (iii) to be a commitment or any other undertaking or expression of any willingness to
engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any other waiver, amendment,
modification or any other change to the Existing Credit Agreement or the Financing Agreements or any rights or remedies arising in favor of
the Lenders or the Agent, or any of them, under or with respect to any such documents.
(d)
This Amendment is a Financing Agreement and is subject to the terms and conditions of the Credit Agreement,
including, without limitation, each of the provisions of Section 12.1, 12.6, 13.3 13.4 and 13.7, the provisions of which are by this reference
incorporated herein in full
(e) This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract.
[The remainder of this page is intentionally left blank.]
151978832_4
4
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as
of the date first above written.
BORROWER:
IMAX CORPORATION
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Chief Legal Officer and Senior
Executive Vice President
GUARANTOR:
IMAX U.S.A. INC.
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
President and Secretary
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
Senior Vice President, Legal Affairs and Corporate Secretary
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Vice President
GUARANTOR:
1329507 ONTARIO INC.
GUARANTOR:
IMAX POST/DKP INC.
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
Secretary
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
President and Secretary
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Vice President
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Vice President
IMAX Corporation
Fourth Amendment to Fifth Amended and Restated Credit Agreement
Signature Page
GUARANTOR:
IMAX II U.S.A. INC.
GUARANTOR:
IMAX (BARBADOS) HOLDING, INC.
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
President and Secretary
By:
Name:
Title:
/s/ Kenneth Weissman
Kenneth Weissman
Sole Director
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Vice President
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Vice President
GUARANTOR:
IMAX THEATRES INTERNATIONAL
LIMITED
By:
Name:
Title:
/s/ Alan Nishida
Alan Nishida
Director
By:
Name:
Title:
/s/ Robert Lister
Robert Lister
Director
IMAX Corporation
Fourth Amendment to Fifth Amended and Restated Credit Agreement
Signature Page
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Agent
By:
Name:
Title:
/s/ Brian Gilstrap
Brian Gilstrap
Senior Vice President
IMAX Corporation
Fourth Amendment to Fifth Amended and Restated Credit Agreement
Signature Page
IMAX CORPORATION
Exhibit 21.1
SUBSIDIARIES OF IMAX CORPORATION
Company Name
3183 Films Ltd.
12582 Productions Inc.
1329507 Ontario Inc.
2328764 Ontario Ltd.
4507592 Canada Ltd.
6822967 Canada Ltd.
7096267 Canada Ltd.
7103077 Canada Ltd.
7109857 Canada Ltd.
7214316 Canada Ltd.
7550391 Canada Ltd.
7550405 Canada Ltd.
7742266 Canada Ltd.
7742274 Canada Ltd.
9733248 Canada Ltd.
Animal Orphans 3D Ltd.
Arizona Big Frame Theatres, L.L.C.
Baseball Tour, LLC
ILW Productions Inc.
IMAX II U.S.A. Inc.
IMAX 3D TV Ventures, LLC
IMAX AI Limited
IMAX (Barbados) Holding, Inc.
IMAX Chicago Theatre LLC
IMAX China Holding, Inc.
IMAX China (Hong Kong), Limited
IMAX Documentary Films Capital, LLC
IMAX Fei Er Mu (Shanghai) Investment Management Co., Ltd.
IMAX Fei Er Mu (Shanghai) Investment Partnership (Limited
Partnership).
IMAX Fei Er Mu YiKai (Shanghai) Equity Investment Management
Partnership Enterprise (Limited Partnership)
IMAX Film Holding Co.
IMAX GWG Inc.
IMAX (Hong Kong) Holding, Limited
IMAX Indianapolis LLC
IMAX International Sales Corporation
IMAX Investment Management, LLC
IMAX Japan Inc.
IMAX Minnesota Holding Co.
IMAX Music Ltd.
IMAX Post/DKP Inc.
IMAX Providence General Partner Co.
IMAX Providence Limited Partner Co.
IMAX PV Development Inc.
IMAX Rhode Island Limited Partnership
IMAX (Rochester) Inc.
IMAX Scribe Inc.
IMAX (Shanghai) Commerce and Trade Co., Ltd.
IMAX (Shanghai) Culture & Technology Co., Ltd.
IMAX (Shanghai) Digital Media Co., Ltd.
Place of
Incorporation
Canada
Delaware
Ontario
Ontario
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Ontario
Arizona
Delaware
Delaware
Delaware
Delaware
Ireland
Barbados
Delaware
Cayman Islands
Hong Kong
Delaware
People’s Republic of China
People’s Republic of China
Percentage
Held - Indirect
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
15.625
100
100
100
100
100
100
71.11
71.11
36.03
34.92
39.11
People’s Republic of China
35.56
Delaware
Delaware
Hong Kong
Indiana
Canada
Delaware
Japan
Delaware
Ontario
Delaware
Delaware
Delaware
Delaware
Rhode Island
Delaware
Delaware
People’s Republic of China
People’s Republic of China
People’s Republic of China
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
71.11
71.11
71.11
Company Name
IMAX (Shanghai) Multimedia Technology Co., Ltd.
IMAX (Shanghai) Theatre Technology Services Co., Ltd.
IMAX Space Productions Ltd.
IMAX Spaceworks Ltd.
IMAX Theatre Holding (California I) Co.
IMAX Theatre Holding (California II) Co.
IMAX Theatre Holding Co.
IMAX Theatre Holdings (OEI), Inc.
IMAX Theatre Holding (Nyack I) Co.
IMAX Theatre Holding (Nyack II) Co.
IMAX Theatre Services Ltd.
IMAX Theatres International Limited
IMAX (Titanic) Inc. (50 % owned by 3183 Films Ltd.)
IMAX U.S.A. Inc.
IMAX VR, LLC
IMAX Virtual Reality Content Fund, LLC
IMAXSHIFT, LLC
Line Drive Films Inc.
Madagascar Doc 3D Ltd.
Night Fog Productions Ltd.
Nyack Theatre LLC
Plymouth 135-139, LLC
Raining Arrows Productions Ltd.
Ridefilm Corporation
Ruth Quentin Films Ltd.
Sacramento Theatre LLC
Sonics Associates, Inc.
Starboard Theatres Ltd.
Strategic Sponsorship Corporation
Suzhou IMAX Fei Er Mu Project Investment Partnership Enterprise
(Limited Partnership)
Taurus-Littrow Productions Inc.
TCL-IMAX Entertainment Co., Limited
TCL-IMAX (Shanghai) Digital Technology Co. Ltd.
Walking Bones Pictures Ltd.
Place of
Incorporation
People’s Republic of China
People’s Republic of China
Canada
Canada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ontario
Ireland
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Canada
New York
Delaware
Canada
Delaware
Canada
Delaware
Alabama
Canada
Delaware
People’s Republic of China
Percentage
Held - Indirect
71.11
71.11
100
100
100
100
100
100
100
100
100
100
100
100
100
33.37
88
100
100
100
100
88
100
100
100
100
100
100
100
53.34
Delaware
Hong Kong
People’s Republic of China
Canada
100
50
50
100
IMAX CORPORATION
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-189274; No. 333-211888; No. 333-238934) of
IMAX Corporation of our report dated February 23, 2022 relating to the consolidated financial statements and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
February 23, 2022
IMAX CORPORATION
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the persons whose signature appears below hereby constitutes and appoints Joseph Sparacio and Robert D. Lister, and each of them
severally, as his true and lawful attorney or attorneys with power of substitution and re-substitution to sign in his name, place and stead in any
and all such capacities the Form 10-K, including the French language version thereof, and any and all amendments thereto and documents in
connection therewith, and to file the same with the United States Securities Exchange Commission and such other regulatory authorities as
may be required, each of said attorneys to have power to act with and without the other, and to have full power and authority to do and
perform, in the name and on behalf of each of the directors of the Corporation, every act whatsoever which such attorneys, or either of them,
may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as such directors of the
Corporation might or could do in person.
Dated this 23rd day of February, 2022.
Signature
/s/ Darren D. Troop
Darren D. Troop
/s/ Richard Gelfond
Richard Gelfond
/s/ Eric Demirian
Eric Demirian
/s/ Kevin Douglas
Kevin Douglas
/s/ David Leebron
David Leebron
/s/ Michael MacMillan
Michael MacMillan
/s/ Steve Pamon
Steve Pamon
/s/ Dana Settle
Dana Settle
/s/ Joseph Sparacio
Joseph Sparacio
/s/ Kevin M. Delaney
Kevin M. Delaney
Title
Chairman of the Board & Director
Chief Executive Officer
(Principal Executive Officer)
Director
Director
Director
Director
Director
Director
Interim Chief Financial Officer
(Principal Financial Officer)
Senior Vice President, Finance
(Principal Accounting Officer)
IMAX CORPORATION
EXHIBIT 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard L. Gelfond, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of the registrant, IMAX Corporation;
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;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date:
February 23, 2022
By:
/s/ Richard L. Gelfond
Richard L. Gelfond
Chief Executive Officer
IMAX CORPORATION
EXHIBIT 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Joseph Sparacio, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2021 of the registrant, IMAX Corporation;
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;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date:
February 23, 2022
By:
/s/ Joseph Sparacio
Joseph Sparacio
Chief Financial Officer
IMAX CORPORATION
EXHIBIT 32.1
CERTIFICATIONS
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I,
Richard L. Gelfond, Chief Executive Officer of IMAX Corporation, a Canadian corporation (the “Company”), hereby certify, to my knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) of the Company fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company.
Date: February 23, 2022
/s/ Richard L. Gelfond
Richard L. Gelfond
Chief Executive Officer
IMAX CORPORATION
EXHIBIT 32.2
CERTIFICATIONS
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (A) and (B) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), I,
Joseph Sparacio, Interim Chief Financial Officer of IMAX Corporation, a Canadian corporation (the “Company”), hereby certify, to my knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) of the Company fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company.
Date: February 23, 2022
/s/ Joseph Sparacio
Joseph Sparacio
Interim Chief Financial Officer