1Q1+

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form10-K

Form 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2017, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file Number001-35066

IMAX Corporation

(Exact name of registrant as specified in its charter)

Canada

98-0140269

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2525 Speakman Drive,

Mississauga, Ontario, CanadaL5K 1B1

(905) 403-6500(905) 403-6457

902 Broadway, Floor 20

New York, New York, USA10010

(212)821-0100(212) 821-0142

(Address of principal executive offices, zip code, telephone numbers)

(Address of principal executive offices, zip code, telephone numbers)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Title of Each Class

Name of Exchange on Which Registered

Common Shares, no par value

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.company, or an emerging growth Company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting Companycompany

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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □

Indicate by check mark whether the registrant is a shell Company (as defined inRule 12b-2 of the Act). Yes No

The aggregate market value of the common shares of the registrant held bynon-affiliates of the registrant, computed by reference to the last sale price of such shares as of the close of trading on June 30, 20172023 was $1,219.7$758.9 million.

As of January 31, 2018,2024, there were 64,902,20152,951,334 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, 2017,2023, 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 thisForm 10-K to the extent described therein.



IMAX CORPORATION

December 31, 20172023

Table of Contents

Page

PART I

Item 1.

BusinessPART I

4

Item 1A.1.

Risk FactorsBusiness

15

4

Item 1B.1A.

Risk Factors

17

Item 1B.

Unresolved Staff Comments

23

31

Item 2.1C.

PropertiesCybersecurity

24

31

Item 3.2.

Legal ProceedingsProperties

24

33

Item 4.3.

Legal Proceedings

33

Item 4.

Mine Safety Disclosures

24
PART II

33

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

25

34

Item 6.

Selected Financial Data

29

36

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

37

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

63

64

Item 8.

Financial Statements and Supplementary Data

65

66

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

134

138

Item 9A.

Controls and Procedures

134

138

Item 9B.

Other Information

134
PART III

138

Item 10.9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

138

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

135

139

Item 11.

Executive Compensation

135

139

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

135

139

Item 13.

Certain Relationships and Related Transactions, and Director Independence

135

139

Item 14.

Principal Accounting Fees and Services

135
PART IV

139

PART IV

Item 15.

Exhibits, Financial Statement Schedules

135

139

Item 16.

Form10-K Summary

138

142

Signatures

143

139

2


IMAX CORPORATION

EXCHANGE RATE DATA

Unless otherwise indicated, all dollar amounts in this document are expressed in United States (“U.S.”) dollars.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. dollarsDollars per one Canadian dollarDollar and are the inverse of rates quoted by the Bank of Canada for Canadian dollarsDollars 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, 20172023 was U.S. $0.7971.$0.7561.

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

Exchange rate at end of period

 

 

0.7561

 

 

 

0.7383

 

 

 

0.7888

 

 

 

0.7854

 

 

 

0.7699

 

Average exchange rate during period

 

 

0.7409

 

 

 

0.7685

 

 

 

0.7977

 

 

 

0.7455

 

 

 

0.7536

 

High exchange rate during period

 

 

0.7617

 

 

 

0.8031

 

 

 

0.8306

 

 

 

0.7863

 

 

 

0.7699

 

Low exchange rate during period

 

 

0.7207

 

 

 

0.7217

 

 

 

0.7727

 

 

 

0.6898

 

 

 

0.7353

 

   Years Ended December 31,
   2017  2016  2015  2014  2013

Exchange rate at end of period

  0.7971  0.7448  0.7225  0.8620  0.9402

Average exchange rate during period

  0.7712  0.7558  0.7748  0.9022  0.9713

High exchange rate during period

  0.8245  0.7972  0.8527  0.9422  1.0164

Low exchange rate during period

  0.7276  0.6854  0.7148  0.8589  0.9348

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements included in this annual report may constitute “forward-looking statements” within the meaning of the UnitedU.S. States Private Securities Litigation Reform Act of 1995.1995 or “forward-looking information” within the meaning of Canadian securities laws. These forward-looking statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), 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 IMAX Corporation together with its consolidated subsidiaries (the “Company”)the Company and expectations regarding the Company’sits 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 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;Canada, as well as geopolitical conflicts; risks related to the Company’s growth and operations in China; the performance of IMAX DMR films;® films and other films released to the IMAX network; the signing of theater systemIMAX 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;operates, including competitive actions by other companies; the failure to respond to change and advancements in digital technology; risks relating to recent consolidation among commercial exhibitors and studios; risks related to brand extensions and new business initiatives; conditions in thein-home andout-of-home entertainment industries; the opportunities (or lack thereof) that may be presented to and pursued by the Company; risks related to cyber-security;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 intellectual property;business; risks related to the Company’s indebtedness and compliance with its debt agreements; general economic, market or business conditions; risks related to political, economic and social instability; 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 failure to fully realize the projected cost savingsforegoing; other factors and benefits fromrisks outlined in the Company’s restructuring initiative;periodic filings with the United States Securities and Exchange Commission (the “SEC”) or in Canada, the System for Electronic Document Analysis and Retrieval (“SEDAR+”); 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 information,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 IMAXExperience®,An DMR®, Filmed For IMAXExperience®,An IMAX3D Experience®, IMAX DMR®, DMR®LiveTM, IMAX nXosEnhanced®, IMAX think big®, think big®Stream SmartTM and IMAX Is BelievingSSIMWAVE®, are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions.

3


PART I

Item 1.Business

The CompanyIMAX Corporation, together with its consolidated subsidiaries (the “Company” or “IMAX”) 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.

GENERAL

TheAs of December 31, 2023, the Company together with itsindirectly owns 71.55% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China is a consolidated subsidiaries, is onesubsidiary of the world’s leadingCompany.

GENERAL

IMAX is a premier global technology platform for entertainment technology companies, specializing in motion picture technologies and presentations.events. Through its proprietary software, auditorium, architecture, patented intellectual property, and specialized equipment, IMAX offers a uniqueend-to-end cinematic solution combining proprietary software, theater architecture and equipment to create the highest-quality, mostsuperior, awe-inspiring immersive motion picture experiencecontent experiences for which the IMAX® brand has become known globally.is globally renowned. Top filmmakers, movie studios, artists, and studioscreators utilize the cutting-edge visual and sound technology of IMAX theaters to connect with audiences in innovative ways, and asways. As a result, IMAX’s theater networkIMAX is among the most important and successful theatricalglobal distribution platforms for major event films around the world.platforms.

The Company’s coreCompany leverages its proprietary technology and engineering in all aspects of its business, which principally consists of:

the DigitalRe-Mastering (“DMR”) of films into the IMAX format for exhibition infilm remastering (“IMAX Film Remastering” and formerly known as “IMAX DMR”) and the IMAX theater network in exchange for a certain percentagesale or lease of contingent box office receipts from both studios and exhibitors; and

the provision ofpremium IMAX premium theater systems (“IMAX theater systems”System(s)”) to exhibitor customers through sales, long-term leases or joint revenue sharing arrangements.
.

IMAX theater systemsSystems are based on proprietary and patented image, audio and other technology developed over the course of the Company’s50-year history. history since its founding in 1967. The Company’s customers who purchase, lease or otherwise acquire thefor IMAX theater systems through joint revenue sharing arrangementsSystems are theaterprincipally theatrical exhibitors that operate commercial multiplex theaters, (particularly multiplexes),and, to a much lesser extent, museums, science centers orand destination entertainment sites. The Company generally does not own the locations in the IMAX theaters,network, except for one, and is not an exhibitor, but licensesinstead sells or leases the IMAX System to exhibitor customers along with a license to use its trademarks and ongoing maintenance services for which there is an annual payment by the exhibitor to IMAX.

IMAX has the largest global premium format network, more than double the size of its trademarks along withnearest competitor. As of December 31, 2023, there were 1,772 IMAX Systems operating in 90 countries and territories, including 1,693 commercial multiplexes, 12 commercial destinations, and 67 institutional locations in the sale, lease or contributionCompany’s global network. This compares to 1,716 IMAX Systems operating in 87 countries and territories as of December 31, 2022, including 1,633 commercial multiplexes, 12 commercial destinations, and 71 institutional locations in the Company’s global network. Additional information on the composition of the IMAX theater system. The Company refers to all theaters usingnetwork is provided in the discussion of Marketing and Customers.

IMAX theater system as “IMAX theaters”.Systems provide the Company’s exhibitor customers with a combination of the following benefits:

IMAX theater systems combine:

the ability to exhibit content that has undergonebeen enhanced through IMAX DMR conversion,Film Remastering, which usually 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 theaterauditorium 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 auditorium equipped with an IMAX theater;System;

specialized theater acoustics, which result in a four-fold reduction in background noise;
ongoing maintenance and extended warranty services; and

a license to the globally recognized IMAX brand.brand, as well as benefits from IMAX marketing of films being shown in its network and IMAX’s growing social media followership.

4


In addition, certain movies shown in the IMAX network are filmed using proprietary IMAX film cameras or IMAX certified digital cameras, which along with IMAX’s customized guidance and a workflow process provide filmmakers 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 locations 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 theaterslocations to feel as if they are a part of theon-screen action, creating a more intense, immersive, and awe-inspiring exciting experience than a traditional theater.conventional cinematic format.

As a result of the immersivenessengineering and superior image and sound qualityscientific achievements that are a hallmark ofThe IMAXExperience®, the Company’s exhibitor customers typically charge a premium for IMAX DMR films overreleased in IMAX’s format versus films exhibited in their other auditoriums. The premium pricing, combined with the higher attendance levels associated with IMAX DMR films, generates incrementalbox-office box office for the Company’s exhibitor customers and for the movie studios releasing their films to the IMAX theater network. The incrementalbox-office box office generated by IMAX DMR films combined with IMAX’s unmatched global network footprint and scale has helped establish IMAX as a key premium distribution and marketing platform for Hollywood and foreign local language movie studios.

The Company’s global content portfolio includes blockbuster films.films, both from Hollywood and local language film industries worldwide; IMAX documentaries, both original and acquired (“IMAX Documentaries”), and IMAX events and experiences in emerging verticals including music, gaming, and sports.

IMAX THEATER NETWORK

The Company believesachieved its second highest grossing year at the global box office (“GBO”) and its highest grossing year at the Domestic, United States and Canada combined, box office in 2023. The year was highlighted by the Company’s highest grossing year for local language films, the $180.4 million in IMAX box office generated by Christopher Nolan’s Oppenheimer, and strong indexing across titles including Super Mario Bros., Guardians of the Galaxy Vol. 3, Spider-Man: Across the Spider-Verse, and Mission Impossible: Dead Reckoning.

A cornerstone of the IMAX theaterbrand for more than 50 years, IMAX recently relaunched its IMAX Documentaries unit to focus on a new generation of narrative-driven original and acquired documentary films, as well as downstream revenue opportunities through partnerships with leading streaming platforms. Additional forthcoming IMAX original documentaries include The Blue Angels and The Elephant Odyssey.

The Company also continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. During the year, the Company partnered with A24 for the IMAX LiveTM 40th anniversary screening of Jonathan Demme’s Stop Making Sense at the Toronto International Film Festival, which became the highest grossing IMAX Live event of all time. In January 2024, the Company and Pathé Live in partnership with Mercury Studios and Queen Films released Queen Rock Montreal, a concert from 1981, exclusively in 450 IMAX locations globally.

As of December 31, 2023, the Company has a footprint of 252 connected locations in the IMAX network across North America, Europe, and Asia were configured with connectivity to deliver live and interactive content with low latency and superior sight and sound. For more information on the Company’s content, see section “FILM DISTRIBUTION AND POST-PRODUCTION” below.

As a premier global technology platform for entertainment and events, the Company strives to remain at the forefront of advancements in entertainment technology. The Company offers a suite of laser-based digital projection systems (“IMAX Laser 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 Systems are helping facilitate the next major renewal and upgrade cycle for the global IMAX network.

In September 2022, the Company acquired SSIMWAVE Inc. (“SSIMWAVE”), a leader in artificial intelligence (“AI”)-driven video quality solutions for media and entertainment companies. The acquisition of SSIMWAVE marks a significant expansion of the Company’s streaming and consumer technology strategy to deliver the highest quality images on any screen, while also creating cost efficiencies to streaming companies, broadcasters and other companies that transmit visual data — to drive new, recurring revenue and grow its global leadership in entertainment technology. In 2023, the Company formed a new business unit, Streaming and Consumer Technology to focus on in-home entertainment technology. The business unit includes the streaming technology acquired in the SSIMWAVE acquisition as well as IMAX Enhanced® product services.

The Company utilizes AI for image enhancement, streaming technology, and data analysis to improve various aspects of its business. It is one ofactively exploring other global use cases for AI to improve its products, operations, and efficiency.

5


IMAX NETWORK

The IMAX network is the most extensive premium theater networksnetwork in the world with 1,370 theater systems (1,2721,772 IMAX Systems operating in 90 countries and territories, including 1,693 commercial multiplex,multiplexes, 12 commercial destination, 86 institutional) operating in 75 countries as at December 31, 2017.

The Company believes that over time its commercial multiplex theater network could grow to approximately 2,855 IMAX theaters worldwide from the 1,272 commercial multiplex IMAX theaters in operationdestinations and 67 institutional locations as of December 31, 2017. While2023. The Company currently estimates a worldwide commercial multiplex addressable market of 3,619 locations, of which there are 1,693 IMAX Systems operating as of December 31, 2023, representing a market penetration of only 46.8%.

IMAX grew its network by 3.7% in 2023 driven by 128 system installations and ended the year with a backlog of 450 IMAX Systems. The Company continues to grow in the United States and Canada, it believes that the majority of its future network growth will come from international markets.markets outside of China. As atof December 31, 2017, 67.2%2023, 76% of IMAX theater systemsSystems in operationthe global commercial multiplex network were located within international markets (defined as all countries other than the United States and Canada), up from 63.7% as at December 31, 2016, and approximately 90.2% of IMAX theater systems in backlog are scheduled to be installed in international markets, compared to 87.8% as at December 31, 2016.. Revenues and grossbox-officeGBO derived from outside the United States and Canadainternational markets continue to exceed revenues and grossbox-officeGBO from the United States and Canada.

For the year ended December 31, 2023, the Company’s revenue generated from its Greater China continues(which includes the mainland of the People’s Republic of China, Hong Kong, Macau, and Taiwan) operations represents 25% of consolidated revenue, compared to be the Company’s second-largest market, measured by revenues, with approximately 33% of overall revenues generated24% in 2022 and 44% in 2021. Restrictions resulting from the Company’s ChinaCOVID-19 pandemic significantly impacted operations in 2017.China in 2022 and 2023. As atof December 31, 2017,2023, the Company had 544 theaters807 IMAX Systems operating in Greater China andwith an additional 309 theaters206 systems in backlog that are scheduled to be installed in Greater China by 2022.backlog. The Company’s backlog in Greater China represents 61.9%46% of the Company’sits total current backlog.backlog, including system upgrades. The Company’s largest single internationalCompany has a partnership is in China with Wanda Film formerly(“Wanda”) and as of December 31, 2023, through the Company’s partnership with Wanda, Cinema Line Corporation (“Wanda”). Wanda’s total commitment to the Company is for 359 theater systems,there were 376 IMAX Systems operational in Greater China, of which 343 theater systems362 are under the parties’ joint revenue sharing arrangement.arrangements. In December 2023, Beijing Wanda Investment, which owns a 20% stake in Wanda Film Holding, was sold to China Ruyi Holdings, a Tencent Holdings-backed company.

In 2015,(Refer to “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”, “– The Company faces risks in connection with its significant presence in China and the continued expansion of its business there”, “– General political, social and economic conditions can affect the Company’s subsidiary,business by reducing both revenues generated from existing IMAX China Holding, Inc. (“Systems and the demand for new IMAX China”)Systems”, completed an initial public offeringand “– The Company may not convert all of its ordinary shares on the Main Board of the Hong Kong Stock Exchange Limited (the “IMAX China IPO”backlog into revenue and cash flows” in Part I, Item 1A.). Following the IMAX China IPO, the Company continues to indirectly own approximately 67.93% of IMAX China, which remains a consolidated subsidiary of the Company.

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 premium large-format theaters around the world, as well asand it is also a significant producer and distributor of large-format films. The Company’s theater systems include specialized IMAX projectors, advanced sound systems and specialty screens.

The Company’s principal products and services are as follows:

IMAX DMR:Film Remastering – The DigitalRe-Masteringdigital remastering of films and other content into IMAX formats for distribution to the IMAX format for exhibition in the IMAX theater network.

IMAX Theater Systems: The provision of IMAX premium theater systems to exhibitor customers.

New Business: Original content investments, virtual reality initiatives, IMAX Home Entertainment,Film Distribution and other new business initiatives that are in the development and/orstart-up phase.

Other:Post-Production – The distribution of large-format documentary films, primarily to institutional theaters, and, increasingly, the distribution of exclusive IMAX events and experiences including music, gaming, and sports, as well as the provision of film post-production owningservices.

IMAX Systems – The sale or lease of premium IMAX Systems to exhibitor customers.

IMAX Maintenance – The provision of preventative and emergency maintenance services and quality monitoring to the IMAX network.

Other – Principally includes the Company’s streaming and consumer technology business, including its streaming technology and IMAX Enhanced product services, as well as other ancillary activities.

The Company assesses and evaluates the Company’s performance based on the operating certain IMAX theaters, camera rentalsresults of the Content Solutions and other miscellaneous items.

These product lines do notTechnology Products and Services segments, which largely reflect the naturedifferent customer bases the Company serves. The Content Solutions segment principally focuses on content enhancement and sourcesdistribution services for the Company’s movie studio customers. The Technology Products and Services segment primarily consists of revenue, orproducts and services for the manner in which management reviews financial information.Company’s exhibitor customers, including the sale, lease and ongoing service of IMAX Systems. The Company’s segmentedsegment information is provided in Part II, Item 7, Management’s Discussion and note 18Analysis of Financial Condition and Results of Operations and Note 21 to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of this Annual Report on Form10-K for the Fiscal Year ended December 31, 2017 (this “2017 Form10-K”), which8.

6


IMAX FILM REMASTERING

IMAX Film Remastering is incorporated by reference into this Item I.

DigitalRe-Mastering (IMAX DMR)

The Company has developed a proprietary technology known as IMAX DMR, tothat digitallyre-master Hollywood remasters films into IMAX digital cinema package format or15/70-format film for exhibition informats. IMAX theaters. IMAX DMRFilm Remastering digitally enhances the image resolution of motion picture films for projection on IMAX screens while maintaining or enhancing the visual clarity and sound quality to levels for whichTheIMAXExperience is known. In addition, the original soundtrack of a film to be exhibited across the IMAX network is remastered for IMAX digital sound systems. IMAX remastered soundtracks are uncompressed and full fidelity. IMAX sound systems use proprietary loudspeaker systems and proprietary surround sound configurations that ensure every seat in an auditorium is an optimal listening position.

The IMAX DMRFilm Remastering process involves the following:involves:

in certain instances, scanning, at the highest possible resolution, each individual frame of the moviefilm 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 IMAX15/70-format film; and

speciallyre-mastering remastering the sound tracksoundtrack to take full advantage of the unique sound system of IMAX theater systems.Systems.

The original soundtrack of a film to be exhibited in the IMAX theater network isre-mastered for the IMAX digital sound systems in connection with the IMAX DMR release. Unlike the soundtracks played in conventional theaters, IMAXre-mastered 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 filmmakers andmovie studios have sought IMAX-specific enhancements in recent years to generate interest in and excitement for their films. Such enhancements include shooting select scenesfilms with IMAX cameras to increase the audience’s immersion in the film and takingto take advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio.ratio that delivers up to 26% more image onto a standard IMAX screen. In addition,select IMAX locations worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image. The Company has a Filmed For IMAX® program under which filmmakers craft films from their inception in various ways in order to optimize The IMAX Experience. The program includes incremental and bespoke marketing support, which box office metrics demonstrate audiences respond extremely favorably to, and drives higher market share for IMAX.

Management believes that growth in international box office remains an important driver of growth for the upcoming filmsMarvel’s Avengers: Infinity War andCompany. To support continued growth in international markets, the Untitled Avengers Sequel are expected to be shot in their entireties using IMAX cameras.

In 2017, 60 films were converted throughCompany is focused on the IMAX DMR process and released to theaters inexpansion of the IMAX network byand has sought to bolster its international film studios as comparedstrategy, supplementing its slate of Hollywood films with appealing local language films released in select markets, including China, Japan, India, and South Korea.

7


The following table provides detailed information about the films that were released to 51the Company’s global network during the years ended December 31, 2023 and 2022:

 

 

 

For the Years Ended December 31,

 

 

 

 

2023

 

 

2022

 

Hollywood film releases(1)

 

 

 

36

 

 

 

32

 

Local language film releases:

 

 

 

 

 

 

 

China

 

 

 

28

 

 

 

15

 

Japan

 

 

 

11

 

 

 

8

 

South Korea

 

 

 

9

 

 

 

5

 

India

 

 

 

8

 

 

 

6

 

France

 

 

 

1

 

 

 

1

 

Malaysia

 

 

 

1

 

 

 

 

Thailand

 

 

 

1

 

 

 

 

Indonesia

 

 

 

 

 

 

1

 

Total local language film releases

 

 

 

59

 

 

 

36

 

Total film releases(2)(3)

 

 

 

95

 

 

 

68

 

(1)
Includes one re-released film for the year ended December 31, 2023 (2022 — five).
(2)
For the year ended December 31, 2023, the films released to the Company’s global network include 10 with IMAX DNA (2022 — 12).
(3)
Excludes three Alternative Content Experiences in 2016. In addition, in 2017, in conjunction with Marvel and Disney|ABC Television Group, the Companyco-produced and exclusively premiered theatrically the television series “Marvels Inhumans” in IMAX theaters.

2023 (2022 — seven).

To date, in 2024, 18 titles have been released to the global IMAX network, including three re-releases, and the Company has announced the following 31 DMRadditional 24 titles to be released in 2018 to the IMAX theater network:

2024:

Scheduled

Title

Studio

Release Date(1)

IMAX DNA

Dune: Part II

Warner Bros. Pictures/Legendary Pictures

March 2024

Filmed For IMAX

Kung Fu Panda 4

Universal Pictures

March 2024

Ghostbusters: Frozen Empire

Sony Pictures

March 2024

Godzilla x Kong: The Commuter: TheNew Empire

Warner Bros. Pictures/Legendary Pictures

April 2024

Filmed For IMAXExperience (Lionsgate Entertainment Inc., January 2018);

Civil War

A24

12 Strong:

April 2024

Spy x Family Code:White

Sony Pictures/Crunchyroll

April 2024

TheIMAXExperience( Fall Guy

Universal Pictures

May 2024

Kingdom of The Planet of The Apes

Walt Disney Studios

May 2024

Furiosa

Warner Bros. Pictures January 2018);

May 2024

Bad Boys 4

Sony Pictures

Padmaavat: TheIMAXExperience(Viacom 18 Motion Pictures and

June 2024

Inside Out 2

Walt Disney Studios/Pixar Animation Studios

June 2024

A Quiet Place: Day One

Paramount Pictures January 2018, India, plus limited Domestic footprint and International markets);

June 2024

Despicable Me 4

Universal Pictures

Maze Runner: The Death Cure: The IMAXExperience(20thCentury Fox, January 2018);

July 2024

Twisters

Universal Pictures/Warner Bros. Pictures

Fifty Shades Freed: The IMAX Experience (Universal Pictures, February 2018);

July 2024

Deadpool & Wolverine

Monster Hunt 2: TheIMAX Experience(Edko Films, February 2018, China only);

Detective Chinatown 2: TheIMAXExperience(WanDa Pictures, February 2018, China only);

Operation Red Sea: TheIMAX Experience(Bona Film Group, February 2018, China only);

Marvel’s Black Panther: TheIMAX Experience(

Marvel Studios/Walt Disney Studios February 2018);

July 2024

Alien: Romulus

Red Sparrow: TheIMAXExperience(20th Century Fox, March 2018);

A Wrinkle in Time: The IMAXExperience (Walt

Walt Disney Studios March 2018);

August 2024

Kraven the Hunter

Sony Pictures/Marvel Studios

Tomb Raider: TheIMAXExperience(

August 2024

Beetlejuice 2

Warner Bros. Pictures March 2018);

September 2024

Transformers One

Paramount Pictures

September 2024

Wolfs

Sony Pictures/Apple

September 2024

Joker: Folie à Deux

Warner Bros. Pictures/DC Studios

October 2024

Filmed For IMAX

Venom 3

Sony Pictures

November 2024

Filmed For IMAX

Untitled Gladiator Sequel

Paramount Pictures

November 2024

Wicked – Part 1

Universal Pictures

November 2024

Pacific Rim Uprising: TheIMAXExperience(Warner Bros. Pictures, March 2018);

Ready Player One: The IMAXExperience(Warner Bros. Pictures, March 2018);

Rampage: TheIMAX Experience (Warner Bros. Pictures, April 2018);

Avengers: Infinity War: TheIMAXExperience (Walt Disney Studios, May 2018, most International markets – April 2018);

Deadpool 2: TheIMAX Experience(20th Century Fox, May 2018, select markets only);

Solo: A Star Wars Story: TheIMAX Experience(Walt Disney Studios, May 2018);

The Incredibles 2: The IMAX Experience (Walt Disney Studios, June 2018);

Jurassic World: Fallen Kingdom: TheIMAX Experience(Universal Pictures, June 2018);

Ant-Man and the Wasp: TheIMAX Experience(Walt Disney Studios, June 2018, US markets - July 2018);

Mission Impossible: Fallout: The IMAXExperience (Paramount Pictures, July 2018);

The Darkest Minds: TheIMAX Experience(20th Century Fox, August 2018);

Predator: TheIMAX Experience(20thCentury Fox, September 2018);

Robin Hood: The IMAXExperience (Lionsgate Entertainment Inc., September 2018);

Venom: The IMAXExperience (Sony Pictures Entertainment, October 2018);

X-Men: Dark Phoenix: TheIMAX Experience(20th Century Fox, November 2018);

Fantastic Beasts: The Crimes of Grindelwald: The IMAXExperience(Warner Bros. Pictures, November 2018);

Ralph Breaks the Internet:Wreck-It-Ralph 2: TheIMAXExperience (Walt Disney Studios, December 2018, select markets);

Alita: Battle Angel: An IMAXExperience (20thCentury Fox, December 2018); and

Aquaman: TheIMAX Experience(Warner Bros. Pictures, December 2018).

In addition,

(1)
The scheduled release dates in the Company in conjunction with Panda Productions will be releasing an IMAX original production,Pandas, in April 2018.

table above are subject to change, may vary by territory, and may not reflect the date(s) of limited premiere events.

The Company remains in active negotiations with all of the major Hollywood studios for additional films to fill out its shortshort- and long-term film slate for the IMAX network. The Company also expects to announce additional local language films and anticipates that the number ofexclusive IMAX DMR filmsevents and experiences to be released to its global network throughout 2024.

8


FILM DISTRIBUTION AND POST-PRODUCTION

The Company continues to believe that the IMAX theater network in 2018 willserves as a valuable platform to launch and distribute original content. The Company distributes large-format documentary films, primarily to institutional customers. The Company receives as its distribution fee either a fixed amount or a fixed percentage of the 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 such films may be similarheld by the film sponsors, the film investors and/or the Company. As of December 31, 2023, the Company has distribution rights with respect to approximately 60 films, which cover subjects such as space, wildlife, music, sports, history and natural wonders.

In May 2023, the Company announced that Amazon Studios acquired worldwide rights to the 60Company’s original documentary, The Blue Angels, filmed with IMAX DMR filmsdigital certified cameras and produced in collaboration with Dolphin Entertainment, Bad Robot Productions, and Zipper Bros Films. The documentary is expected to be delivered in the second quarter of 2024. In October 2023, Deep Sky, a documentary on NASA’s Webb Telescope in collaboration with Crazy Boat Pictures Ltd. and filmmaker Nathaniel Kahn, was released to the IMAX theaternetwork. In July 2023, the Company also announced the start of production of The Elephant Odyssey, a documentary in collaboration with Beach House Pictures Pte Ltd and China International Communications Group, which is expected to be released in 2025.

In addition, the Company continues to evolve its platform to bring new, innovative IMAX events and experiences to audiences worldwide. As of December 31, 2023, the Company has a footprint of 252 connected locations in the IMAX network across the United States, Canada, Europe, and Asia configured with connectivity to deliver live, interactive content with low latency and superior sight and sound.

In 2023, the Company partnered with Metro-Goldwyn-Studios Inc. (“MGM”) for an IMAX premiere event, consisting of red carpet interviews and behind the scenes footage, followed by a special advanced screening of Creed III, which was released across the IMAX global network. The Company also hosted a reunion of the iconic band Talking Heads at the Toronto International Film Festival, followed by a screening of Stop Making Sense,before the movie was released to the IMAX network more broadly. This became the highest grossing IMAX Live event of all time. These events were broadcast live to much of the IMAX Domestic connected network. In January 2024, the Company and Pathé Live in 2017.partnership with Mercury Studios and Queen Films released Queen Rock Montreal, a concert film from 1981, exclusively in 450 IMAX locations globally.

The Company also provides film post-production and quality control services for large-format films, whether produced by IMAX Systemsor third-parties, and digital post-production services. In addition, the Company also provides IMAX film and digital cameras to content creators under the IMAX certified camera program.

IMAX SYSTEMS

The Company’s primary products are its theater systems.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, if applicable,in certain situations, 3D glasses and cleaning equipment. IMAX’s digital projection systemsystems also operatesoperate without the need for analog film prints. Traditional IMAX film-based theater systems contain the same components as the digital projection systems but include a rolling loop15/70-format projector and require the use of analog film prints. Since its introduction in 2008, the vast majority of the Company’s theater sales have been digital systems. Furthermore, a majority of the Company’s existing film-based theater systems have been upgraded, at a cost to the exhibitor, to an IMAX digital system. As part of the arrangement to sell or lease its theater systems, the Company provides extensive advice on theater planning and design and supervision of installation services. Theater systems are also leased or sold with a license for the use of the globally recognized IMAX brand.

The Company’s digital projection system providessystems provide a premium and differentiated experience to moviegoersaudiences that is consistent with what they have come to expect from the IMAX brand, while providing forexhibitor customers with the compelling economics and flexibility that digital technology affords.

As part of the arrangement to sell or lease an IMAX System, the Company provides extensive advice on auditorium planning and design, and supervision of installation services. The terms of each sale or lease arrangement vary according to the configuration of the theater system provided,IMAX System, as well as the cinema market and the film distribution marketmarkets relevant to the geographic location of the customer.

Revenue from theater business arrangements isthe sale or lease of an IMAX System may be recognized at a different time from when cash is collected. See “Critical Accounting Policies” in Item 7 for furthercollected from the exhibitor customer. Further discussion onof the Company’s revenue recognition policies.

IMAX Theater Backlogpolicies is provided in Critical Accounting Estimates in Part II, Item 7 and NetworkNote 2(o) to Consolidated Financial Statements in Part II, Item 8.

9


The Company’s sales backlog is as follows:

   December 31, 2017   December 31, 2016 
   Number of
Systems
   Fixed
Contractual
Dollar Value
(in thousands)
   Number of
Systems
   Fixed
Contractual
Dollar Value
(in thousands)
 

Sales and sales-type lease arrangements

   162   $205,001    143   $175,331 

Joint revenue sharing arrangements

        

Hybrid arrangements

   121    64,328(1)    92    48,658(1) 

Traditional arrangements

   216    11,942(1)    263    3,680(1) 
  

 

 

   

 

 

   

 

 

   

 

 

 
   499(2)   $281,271    498(3)   $227,669 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)Reflects contractual payments. Future contingent payments are not reflected as these are based on negotiated shares of box office results.
(2)Includes 32 laser-based digital theater system configurations, including 5 upgrades.
(3)Includes 20 laser-based digital theater system configurations, including 3 upgrades.

The number of theater systems in the backlog reflects the minimum number of commitments under signed contracts. The dollar value fluctuates depending onfollowing table presents the number of new theater system arrangements signed from year to year, which adds toIMAX Systems that are in the network and in backlog, by configuration, as of December 31, 2023 and the installation and acceptance of theater systems and the settlement of contracts, both of which reduce backlog. Sales backlog typically represents the fixed contracted revenue under signed theater system sale and lease agreements that2022:

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

 

System

 

 

 

 

 

 

 

 

 

System

 

 

 

 

 

 

 

 

 

 

Network

 

 

New

 

 

Upgrade

 

 

 

Network

 

 

New

 

 

Upgrade

 

 

 

 

Base

 

 

Backlog

 

 

Backlog

 

 

 

Base

 

 

Backlog

 

 

Backlog

 

 

IMAX Laser Systems

 

 

466

 

 

 

238

 

 

 

68

 

 

 

 

349

 

 

 

200

 

 

 

89

 

 

IMAX Xenon Systems

 

 

1,276

 

 

 

144

 

 

 

 

 

 

 

1,330

 

 

 

161

 

 

 

 

 

IMAX Film Systems

 

 

30

 

 

 

 

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

Total

 

 

1,772

 

 

 

382

 

 

 

68

 

 

 

 

1,716

 

 

 

361

 

 

 

89

 

 

IMAX Laser Systems

In 2014, the Company believes will be recognized as revenue upon installation and acceptance of the associated theater. Sales backlog includes initial fees along with the estimated present value of contractual ongoing fees due over the term, however it excludes amounts allocated to maintenance and extended warranty revenues as well as fees (contingent fees) in excess of contractual ongoing fees that may be received in the future.

The value of sales backlog does not include revenue from theaters in whichintroduced 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 2021, the Company began offering an equityadditional laser-based system product to provide customers with an opportunity to replace and upgrade IMAX Xenon Systems. The Company currently sells two different configurations of its laser systems. The Company believes that IMAX Laser 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 Systems

In 2008, the Company introduced its digital IMAX Xenon System. Prior to 2008, all of the IMAX Systems offered by the Company were film-based and required analog film prints. The Company believes that IMAX Xenon Systems deliver higher quality imagery when compared with IMAX Film Systems.

IMAX Film Systems

IMAX Film Systems include various configurations, including 2D and 3D systems, and screen sizes. Following the introduction of the digital IMAX Xenon System in 2008, the number of IMAX Film Systems in the IMAX network has decreased significantly. However, IMAX’s proprietary format, the IMAX 70mm Film System continues to be a sought after IMAX viewing experience. The existing network of 30 unique locations are being actively supported and leveraged for special event releases throughout the year such as with the 2023 release of Oppenheimer in IMAX 70mm film, which garnered significant consumer interest operating leases, lettersand demand for this format.

The following table provides information about the Company’s system backlog by deal type as of intent or long-term conditional theater commitments. December 31, 2023 and 2022:

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

 

Number of

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

Systems

 

 

 

Dollar Value

 

 

 

Systems

 

 

 

Dollar Value

 

 

(In thousands of U.S. Dollars, except number of systems)

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

Sales Arrangements (1)

 

 

148

 

 

 

 

16

 

 

 

$

158,318

 

 

 

$

16,068

 

 

 

 

149

 

 

 

 

13

 

 

 

$

165,176

 

 

 

$

14,362

 

 

Hybrid JRSA(2)

 

 

102

 

 

 

 

1

 

 

 

 

76,173

 

 

 

 

910

 

 

 

 

116

 

 

 

 

4

 

 

 

 

86,215

 

 

 

 

3,235

 

 

Traditional JRSA(2)(3)

 

 

132

 

 

 

 

51

 

 

 

 

425

 

 

 

 

1,975

 

 

 

 

96

 

 

 

 

72

 

 

 

 

200

 

 

 

 

2,900

 

 

 

 

382

 

 

 

 

68

 

 

 

$

234,916

 

 

 

$

18,953

 

 

 

 

361

 

 

 

 

89

 

 

 

$

251,591

 

 

 

$

20,497

 

 

(1)
Includes Sales, Hybrid Sales, and Sales-Type Lease deal types.
(2)
The value of theatersconsideration owed under traditional joint revenue sharing arrangements is excluded from thetypically a percentage of contingent box office receipts rather than a fixed upfront fee or fixed annual minimum payments. Accordingly, such arrangements do not usually have a dollar value of sales backlog, although certain theater systems underin backlog; however, hybrid joint revenue sharing arrangements typically provide for contracted upfront payments and therefore carry a backlog value based on those payments.
(3)
Includes 30 IMAX Systems (2022 ― 38) where certain of the Company’s contracts contain options for the customer to elect to upgrade system type 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.

10


(4)
As of December 31, 2023, the Company’s backlog includes 14 systems (2022 ― 14) in Russia, one system (2022 ― 1) in Ukraine, and five systems (2022 ― 5) in Belarus with a total fixed contracted value of $22.9 million (2022 ― $22.9 million).

The backlog reflects the minimum number of commitments for IMAX Systems according to the 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 Systems and the settlement of contracts, both of which reduce backlog. The dollar value of backlog typically represents the fixed contracted revenue according to the signed IMAX 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 IMAX Systems in which the Company has an equity interest, operating leases, and long-term conditional theater commitments. The Company believes that the contractual obligations for theater systemIMAX System installations that are listed in salesthe 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 a theater systeman IMAX 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. (Refer to “Risk Factors ― The Company may not convert all of its backlog into revenue and cash flows.”)

The following chart shows the numberCertain of the Company’s theater systems by configuration, opened theater network andcontracts 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. The current backlog as at December 31:information reflects all known elections.

IMAX MAINTENANCE

   2017   2016 
   Theater
Network
   Backlog   Theater
Network
   Backlog 

Flat Screen (2D)

   5    —      9    —   

Dome Screen (2D)

   41    —      45    —   

IMAX 3D Dome (3D)

   2    —      2    —   

IMAX 3D GT (3D)

   14    —      18    —   

IMAX 3D SR (3D)

   7    —      9    —   

IMAX Digital: Xenon (3D)

   1,250    467    1,093    478 

IMAX Digital: Laser (3D)

   51    32(1)    39    20(2) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,370    499    1,215    498 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)Backlog includes five upgrades to laser-based digital theater systems
(2)Backlog includes three upgrades to laser-based digital theater systems

TheIMAX System arrangements also include a requirement for the Company estimates that it will install approximately 145 new theater systems (excluding upgrades) in 2018. The Company cautions, however, that theater system installations may slip from period to periodprovide maintenance services over the courselife of the Company’s business, usuallyarrangement in exchange for reasons beyond its control.

an extended warranty and annual maintenance fee paid by the exhibitor. Under these arrangements, the Company provides preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX theater systems consistquality standard. Annual maintenance fees are paid throughout the duration of the following configurations:

IMAX Digital: Xenon Theater Systems. The vast majorityterm of the Company’s theater system signings have been foragreements. (Refer to “Maintenance and Extended Warranty Services” below.)

OTHER PRODUCTS AND SERVICES

Streaming and Consumer Technology

Streaming and Consumer Technology includes the Company’s proprietary xenon-based digital systems.Streaming Technology software offerings and IMAX Enhanced product services. Streaming Technology consists of several software products including:

IMAX Stream Smart ― works within existing video compression workflows to reduce bitrates and retain picture quality across all devices and formats and deliver significant cost savings.
IMAX StreamAware On-Demand ― all-in-one quality assurance and quality control to automate and standardize checks for comprehensive content integrity and regulatory compliance for third-party content libraries, across an entire video compression workflow
IMAX StreamAware On-Air ― real-time monitoring software for live streams, which enables users to monitor video quality across their networks and to identify and address streaming issues.

These AI-powered products allow streaming platforms and broadcasters to automate workflows. The Company believes that its xenon-based digital projection system delivers highthese products allow users to deliver the highest quality imagery comparedviewing experiences to their subscribers while reducing costs.

IMAX Enhanced is a solution to bring The IMAX Experience into the home. 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+;
IMAX’s proprietary remastering technology, which produces more vivid, higher-fidelity 4K HDR images on premium televisions; and

11


IMAX’s signature sound, which was specially recreated and calibrated for the home 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, smartphones, personal computers, tablets, and more must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee, along with other digital systems.some of Hollywood’s leading technical specialists.

At present, certified global device partners include Sony Electronics, Hisense, TCL, LG, Phillips, Hewlett Packard, Xiaomi, Sound United and Honor, among others. As atof December 31, 2017,2023, more than 300 IMAX Enhanced titles have been released across five of the Company had installed 1,250 xenon-based digital theater systemsbiggest streaming platforms worldwide: Disney+, Sony Bravia CORE, Tencent Video, iQiyi and has an additional 467 xenon-based digital theater systemsRakuten TV. Over 15 million IMAX Enhanced certified devices are estimated to be in the market today.

The Company’s collaboration with Disney allows fans to stream 20 Disney titles in IMAX’s expanded aspect ratio at home on Disney+. The presence of IMAX Enhanced on Disney+ provides strong brand exposure for IMAX by expanding the Company’s in-home entertainment footprint to Disney+ and most of its backlog.

IMAX Digital: Laser Theater Systems. The Company introduced its laser-based digital projection system at the end of 2014.150 million global subscribers. The Company believes thethat IMAX laser-based digital projectors present greater brightness and clarity, higher contrast, a wider color gamut and deeper blacks, and consume less power and last longer than existing digital technology, capable of illuminating the largest screens in theEnhanced enables an elevated end-to-end experience on Disney+, with IMAX theater network. As at December 31, 2017, the Company had installed 51 laser-based digital systems. The Companysignature sound coming to subscribers with IMAX Enhanced certified devices. IMAX Enhanced is in the process of developing an updated laser-based projection system, which is targeted primarily for screens in commercial multiplexes.

IMAX Flat Screen and IMAX Dome Theater Systems. IMAX flat screen and IMAX dome systems primarily have been installed in institutions such as museums and science centers. Flat screen IMAX theaters were introduced in 1970, while IMAX dome theaters, which are designed for tilted dome screens, were introduced in 1973. There have been several significant proprietary and patented enhancements to these systems since their introduction. As at December 31, 2017, there were 48 IMAX flat screen and IMAX dome theater systems in the IMAX network, as compared to 56 IMAX flat screen and IMAX dome theater systems as at December 31, 2016. With the introduction of the IMAX digital theater systems, there has been a decrease in the number of IMAX flat screen and IMAX dome theater systems in the network.

IMAX 3D GT and IMAX 3D SR Theater Systems. IMAX 3D theaters utilize a flat screen 3D system, which produces realistic 3D images on an IMAX screen. As at December 31, 2017, there were 21 IMAX 3D GT and IMAX 3D SR theater systems in operation compared to 27 IMAX 3D GT and IMAX 3D SR theater systems in operation as at December 31, 2016. The decrease in the number of 3D GT and 3D SR theater systems is largely attributable to the conversion of existing 3D GT and 3D SR theater systems to IMAX digital theater systems.

New Business Initiatives

The Company is exploring new lines of business outside of its core business, with a focus on alternative location-based entertainment experiences, investments in original content, as well as premium IMAX home entertainment technologies and services.

Virtual Reality

The Company is piloting a comprehensive virtual reality (“VR”) strategy to develop a premium, location-based VR offering that delivers immersive, multi-dimensional experiences, including entertainment content and games, to branded VR centers (“IMAX VR Centers”). Pilot IMAX VR Centers are located in a stand-alone venue and in several multiplexes, and are retrofitted with proprietary VR pods that permit interactive, moveable VR experiences. The Company’s VR initiative is premised on a unique combination of premium content, proprietary design andbest-in-class technology.

In January 2017, the Company launched its flagship pilot IMAX VR Center in Los Angeles. Since that time, the Company has opened six pilot IMAX VR Centers (two in New York City, one in Toronto, one in Manchester, England, one in Shanghai, China and one in Bangkok, Thailand.) The Company continues to evaluate its pilot VR strategy based on several factors, including the overall customer experience, pricing models, throughput, types of content featured and differences in geographic areas.

The Company has also established a virtual reality fund (the “VR Fund”) among the Company, its subsidiary IMAX China and other strategic investors. The VR Fund will help finance the creation of interactive VR content experiences over the next three years for use across all VR platforms, including in the pilot IMAX VR Centers. The VR Fund recently helped finance the production of one interactive VR experience, which debuted exclusively in the pilot IMAX VR Centers in November 2017 before being made available to other VR platforms.

Original Content

In 2017, the Company partnered with Marvel Television Inc. (“Marvel”) and Disney|ABC Television Group toco-produce and premiere theatrically the television series “Marvel’s Inhumans” in IMAX theaters. The first two episodes of the series ran worldwide in IMAX theaters for two weeks in September 2017 and subsequently the series premiered on the ABC network in the U.S. and across other networks internationally. As part of the investment,Company’s next evolutionary step to extend the Company sharesIMAX brand and technology further into new use cases, including streaming entertainment and the consumer electronics market.

(Refer to “Risk Factors ― Failure to respond adequately or in a timely fashion to changes and advancements in technology could negatively affect the economics across the venture, including in both the theatrical and television platforms.Company’s business.”)

Other

The Company continues to believe that the IMAX network serves asderives a valuable platform to launch and distribute original content, especially during shoulder periods. However, the Company expects that future investments in original content will be less capital intensive to the Company thansmall portion of its investment in “Marvel’s Inhumans”.

The Company has also created two film funds to help finance the production of original content. The Company is forming the IMAX China Film Fund (the “China Film Fund”) with its subsidiary IMAX China Holding Inc. (“IMAX China”), its partner CMC and severalrevenue from other large investors to help fund Mandarin language commercial films. The China Film Fund, which is expected initially to be capitalized with over $80.0 million, will target productions that can leverage the Company’s brand, relationships, technology and release windows in China. The China Film Fund is expected toco-finance approximately 15 Mandarin-language tent-pole films over three years, and will target contributions of between $3.0 million and $7.0 million per film. The China Film Fund will operate under an IMAXChina-CMC controlled greenlight committee.

In addition, the Company’s IMAX Original Film Fund (the “Original Film Fund”) was established in 2014 toco-finance a portfolio of 10 original large format films. The Original Film Fund, which is intended to be capitalized with up to $50.0 million, will finance an ongoing supply of original films that the Company believes will be more exciting and compelling than traditional documentaries. The initial investment in the Film Fund was committed to by a third party in the amount of $25.0 million, with the possibility of contributing additional funds. The Company agreed to contribute $9.0 million to the Original Film Fund over five years starting in 2014 and sees the Original Film Fund as a self-perpetuating vehicle designed to generate a continuous flow of high-quality documentary content. As at December 31, 2017, the Original Film Fund has invested $13.4 million toward the development of original films.

IMAX Home Entertainment Technologies and Services

The Company has also announced home theater initiatives,sources including a joint venture with TCL Multimedia Technology Holding Limited (“TCL”) to design, develop, manufacture and sell a premium home theater system. The joint venture has signed agreements with end users for the sale of more than 170 premium home theater systems, and has signed agreements with distributors for the sale of more than 470 home theater systems. The Company does not intend to invest significant capital into the joint venture going forward, and instead expects any additional funding to be provided through third party capital.

Beyond its premium home theater, the Company has also developed other components of a broader home entertainment platform designed to permit customers to view content on a premiumvideo-on-demand basis in their home theaters.

Other

The Company is also a distributor of large-format films, primarily for its institutional theater partners.

Films produced by the Company are typically financed through third parties, whereby the Company will generally receive a film production fee in exchange for producing the film and a distribution fee for distributing the film. The ownership rights to such films may be held by the film sponsors, the film investors and/or the Company. As at December 31, 2017, the Company currently has distribution rights with respect to 46 of such films, which cover such subjects such as space, wildlife, music, history and natural wonders.

Several more recent large-format films that have been distributed by the Company include:A Beautiful Planet, which was released in April 2016 and has grossed over $19.3 million as at the end of 2017;Voyage of Time, which was released in October 2016 and has grossed over $0.5 million as at the end of 2017;Island of Lemurs: Madagascar, which was released in April 2014 and has grossed over $13.8 million as at the end of 2017;Journey to the South Pacific, which was released in 2013 has grossed $13.6 million as at the end of 2017. Large-format films have significantly longer exhibition periods than conventional commercial films and many of the films in the large-format library have remained popular for many decades, including the filmsSPACE STATION,Hubble 3DandT-REX: Back to the Cretaceous.

The Company also provides film post-production and quality control services for large-format films (whether produced internally or externally), and digital post-production services.

As at December 31, 2017, the Company had twoone owned and operated IMAX theaters (December 31, 2016 — two owned and operated IMAX theaters). In addition, the Company hasSystem in Sacramento, California; a commercial arrangement with one theater resulting in the sharing of profits and losses and provideslosses; the provision of management services to three other theaters. The Company also rents itstheaters; renting the Company’s proprietary 2D and 3D large-format film and digital cameras to third party production companies. The Company maintains cameras and other film equipmentcameras; and also offersoffering production advice and technical assistance to both documentary and Hollywood filmmakers.

MARKETING AND CUSTOMERS

The Company markets its theater systemsIMAX 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 sitessystem locations for the Company on a commission basis.

TheIMAX currently estimates a worldwide commercial multiplex theater segmentaddressable market of 3,619 locations, of which there are 1,693 IMAX Systems operating as of December 31, 2023, representing a market penetration of only 46.8%. Commercial multiplex systems are the largest part of the IMAX theater network, is the Company’s largest segment, comprising 1,2721,693 IMAX theaters,Systems, or 92.8%96%, of the 1,3701,772 IMAX theaters openSystems in the IMAX network as atof December 31, 2017.2023. 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 its theater systemsIMAX Systems to commercial destinations such as theme parks, private home theaters, tourist destination sites, fairs, and expositions (the Commercial Destination segment). Atexpositions. As of December 31, 2017,2023, approximately 67.2%75% of all openedopen and operational IMAX theatersSystems were in locations outside of the United States and Canada.

The following table outlinesprovides detailed information about the breakdown of the theaterIMAX network by system type and geographic location as atof December 31:31, 2023 and 2022:

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

Commercial
Multiplex

 

 

Commercial
Destination

 

 

Institutional

 

 

Total

 

 

 

Commercial
Multiplex

 

 

Commercial
Destination

 

 

Institutional

 

 

Total

 

United States

 

 

363

 

 

 

4

 

 

 

24

 

 

 

391

 

 

 

 

364

 

 

 

4

 

 

 

25

 

 

 

393

 

Canada

 

 

42

 

 

 

1

 

 

 

7

 

 

 

50

 

 

 

 

40

 

 

 

1

 

 

 

7

 

 

 

48

 

Greater China(1)

 

 

791

 

 

 

 

 

 

16

 

 

 

807

 

 

 

 

778

 

 

 

 

 

 

16

 

 

 

794

 

Asia (excluding Greater China)

 

 

166

 

 

 

2

 

 

 

2

 

 

 

170

 

 

 

 

138

 

 

 

2

 

 

 

2

 

 

 

142

 

Western Europe

 

 

126

 

 

 

4

 

 

 

8

 

 

 

138

 

 

 

 

118

 

 

 

4

 

 

 

8

 

 

 

130

 

Latin America(2)

 

 

60

 

 

 

1

 

 

 

8

 

 

 

69

 

 

 

 

55

 

 

 

1

 

 

 

11

 

 

 

67

 

Rest of the World

 

 

145

 

 

 

 

 

 

2

 

 

 

147

 

 

 

 

140

 

 

 

 

 

 

2

 

 

 

142

 

Total(3)

 

 

1,693

 

 

 

12

 

 

 

67

 

 

 

1,772

 

 

 

 

1,633

 

 

 

12

 

 

 

71

 

 

 

1,716

 

   2017 Theater Network   2016 Theater Network 
   Commercial
Multiplex
   Commercial
Destination
   Institutional   Total   Commercial
Multiplex
   Commercial
Destination
   Institutional   Total 

United States

   364    4    35    403    349    5    41    395 

Canada

   37    2    7    46    37    2    7    46 

Greater China(1)

   527    —      17    544    407    —      17    424 

Asia (excluding Greater China)

   100    1    3    104    93    2    3    98 

Western Europe

   88    4    10    102    76    6    10    92 

Russia & the CIS

   58    —      —      58    56    —      —      56 

Latin America(2)

   42    —      12    54    38    —      12    50 

Rest of the World

   56    1    2    59    51    1    2    54 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,272    12    86    1,370    1,107    16    92    1,215 
  

 

 

   

��

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(1)
Greater China includes China, Hong Kong, Taiwan, and Macau.
(2)
Latin America includes South America, Central America, and Mexico.

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(1)Greater China includes the People’s Republic of China, Hong Kong, Taiwan and Macau.
(2)Latin America includes South America, Central America and Mexico.

For information on revenue breakdown by geographic area, see note 18 to

(3)
Period-to-period changes in the accompanying audited consolidated financial statements in Item 8table above are reported net of this 2017 Form10-K. The Company’s foreign operations are subject to certain risks. See “Risk Factors – the effect of permanently closed locations.

The Company conducts business internationally,has a partnership in China with Wanda which exposes it to uncertainties and risks that could negatively affectis its operations sales and future growth prospects” and “Risk Factors – The Company faces risks in connection with the continued expansionlargest exhibitor customer. As of its business in China” in Item 1A. The Company’s largest customers as at December 31, 2017, collectively represent 34.1%2023, Wanda represented 22% of the Company’s commercial network, of theaters, 28.5%4% of the Company’s theater system backlog and 13.2%10% of its revenues. As of December 31, 2022, Wanda represented 23% of the Company’s commercial network, 4% of the Company’s backlog and 7% of its revenue. A geographic breakdown of the Company’s revenue is provided in Note 21 to Consolidated Financial Statements in Part II, Item 8.

INDUSTRY OVERVIEW

Competition

Theout-of-home entertainment industry is very competitive,diverse with numerous companies vying for the public’s leisure time, and the Company faces competition as a number of competitive challenges. In recent years, for instance,consequence. Within the theatrical space, 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 the samesimilar quality or attributes asto an IMAX theater. The Company believes that all of these alternative formats deliver images and experiences that are inferior toThe IMAXExperience.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. The Company also facesin-home competition from a number of alternative motion picturefilm distribution channels such as home video,pay-per-view,subscription streaming services, transactional video-on-demand DVD, Internet (both rentals and syndicatedsales), advertiser-supported video-on-demand, internet, and broadcast and cable television. 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. Furthermore, the Company may continue to face competition in the future from companies in the entertainment industry with new technologies and/or greater capital resources to develop and support them.

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,Systems (including the IMAX Laser Systems as well as the IMAX immersive sound system, the return on investment of an IMAX theater,System for exhibitors, the number and quality of IMAX films that it distributes, the tailored distribution and marketing support by dedicated teams around the world, the relationships the Company maintains with prominent Hollywood and international filmmakers aand other content creators (a number of whom desire to film portions of their movies and events with IMAX cameras, the quality of the sound system components included with the IMAX theater,cameras), the availability of Hollywood and international event films to the IMAX theatersnetwork through IMAX DMRFilm Remastering 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 system increases further 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 worldthese alternative formats deliver overall experiences that are inferior to TheIMAX theaters.

Experience and do not have IMAX's brand trust, filmmaker endorsement, loyal fan base, or global footprint and scale.

Exhibitor Consolidation

The Company’s primary customers are commercial multiplex exhibitors. TheSince 2016, the commercial exhibition industry has undergone significant consolidation, in recent years, with Dalian Wanda’s acquisitions ofincluding AMC and Hoyts Group in 2012 and 2015, respectively, and AMC’sEntertainment Holdings Inc.’s (“AMC”) acquisition of Carmike Cinemas and Odeon & UCI Cinemas Group (“Odeon”), which includes Nordic Cinema Group (“Nordic”), in 2016. The industry continues to consolidate, as evidenced byand Cineworld Group’s plannedGroup plc's (“Cineworld”) acquisition of Regal Entertainment Group the Company’s second largest customer.(“Regal”).

The Company believes that recent exhibitorthe consolidation of the commercial exhibition industry has helped facilitate the growth of the Company’s theaterIMAX 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.Systems. As larger commercial chains such as AMC and Cineworld have purchased smaller chains, those smaller chains have in turn become part of the IMAX theater network. For instance, following AMC’s acquisition of Odeon and Nordic, the Company and AMC entered into an agreement for 25 new IMAX theater systemsSystems across the Odeon and Nordic theater network. This deal represented the largest single European agreement in the Company’s history. 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, (asas well as consolidation in the movie studio industry)industry, may present risks to the Company. See(Refer to “Risk Factors”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 1.A of this 2017 Form10-K.1A.)

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THE IMAX BRAND

IMAX is a world leader inpremier global technology platform for entertainment technology. 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 studiosother content creators use the IMAX brand to message that a film will connect with audiences in unique and extraordinary ways.

The Company has a Filmed for IMAX program through which filmmakers partner closely with IMAX to craft films that fully leverage IMAX technology and where every frame, from inception, is intentionally designed for The IMAX Experience. Box office metrics demonstrate audiences respond extremely favorably to Filmed for IMAX titles.

To capture content in a resolution appropriate for IMAX screens, filmmakers utilize IMAX 70mm film cameras or IMAX-certified best-in-class digital cameras with leading brands including ARRI, Panavision, RED Digital Cinema and Sony. When this content is paired with IMAX’s proprietary post-production process, the resulting craftsmanship enthralls fans in 1,700+ IMAX locations around the world.

The IMAX brand is a promise to deliver what today’s movie audiences crave, which is a memorable, more emotionally engaging, more thrilling and shareable experience. ConsumerIMAX commissions on-going third party consumer research conductedto measure the strength of its brand in six countries worldwide by a leading third-party research firm showsnumerous markets. The Company’s latest 2023 studies show that the IMAX brand has achieved near universal awareness, createsis uniquely recognized as a special experienceleading, ultra-premium brand, and isoffers one of the most differentiated movie-going brands. Onexperiences. The IMAX brand has also been proven to signal a standardized measurespecial, must-see event at levels far greater than any other entertainment technology brand based on evidence. Across various measures of brand equity and health, the IMAX brand ranged from two to 10 times more powerful than other exhibition and 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 forThe IMAXExperience now and into the future.

RESEARCH AND DEVELOPMENT

The Company believes that it is one of the world’s leadinga premier global technology platform for awe-inspiring entertainment technology companiesand 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. In recent years,A significant portion of the Company has increased its level ofCompany’s research and development in order to developlaser-based projection systems. Theefforts have been focused on the IMAX Laser Systems, which the Company rolled out its laser-based projection system at the end of 2014, whichbelieves is capable of illuminating the largest screens in the Company’s network. The laser-based projection systemIMAX network and 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 goingcinematic experience available to consumers. However, theThe Company has experienced lower than expected margins from the installation of these laser-based projection systems. As a result, over the past several years, the Company has focused itscontinued research and development efforts on an updatedaimed at creating more affordable laser-based projection system, which is targeted primarilysolutions with various screen sizes for screens inits commercial multiplexes.multiplex customers.

Recent research and development activity has also focused on the exploration of a comprehensive VR strategy to deliver immersive and interactive experiences to consumers through pilot IMAX VR Centers. The Company also has made progress deploying its proprietary expertise in image technology and 3D technology, as well as its proprietary film content and the IMAX brand, for applications in itsin-home entertainment technology initiatives, including its premium home theater system with TCL. The premium home theater system incorporates 4K projection technology, together with security and delivery technology to enable the viewing of current theatrical releases that have been digitallyre-mastered with IMAX enhancement technology.

Going forward, the Company plansintends to continue research and development activity in the future in other areas considered importantto further evolve its end-to-end technology. This includes bringing connectivity to the Company’s continued commercial success, includingglobal network to support live and interactive events worldwide; developing new IMAX film cameras and certifying additional digital cameras; further improving its proprietary film remastering and distribution process for the delivery of content for both theatrical (including local language content) and home entertainment; and further improving the reliability of its projectors;projectors, as well as enhancing the Company’s 2Dimage and 3D image quality; expanding the applicability ofsound quality. Within the Company’s digital technology; developing IMAX theater systems’ capabilities;Streaming and improving the Company’s proprietary tuning system and mastering processes. Furthermore, due to the increasing

success major Hollywood filmmakers have experienced with IMAX cameras, the Company has identified the development and manufacture of additional IMAX cameras as an importantConsumer Technology business, there is ongoing research and development initiative.in perceptual metrics including novel measurement and optimization techniques. Investments are also being made to expand existing and/or develop new technologies which are expected to further enhance video quality, delivery, and creation across devices. Furthermore, the Company intends to invest in activities that will capture opportunities to create/build AI and automation into its operations and processes.

For the years endedAs of December 31, 2017, 2016,2023 and 2015, the Company recorded research2022, 86 and development expenses of $20.9 million, $16.3 million and $12.7 million, respectively. As at December 31, 2017, 8166 of the Company’s employees were connected with research and development projects.projects, respectively.

MANUFACTURING AND SERVICE

Projector Component Manufacturing

The Company assembles the projector of its theater systemsIMAX System projectors at its officefacility in Mississauga, Ontario, Canada (near Toronto). TheWith a few exceptions, the Company develops and designs all of the key elements of the proprietary technology involved in this component. FabricationThe fabrication of a majority of parts andsub-assemblies is subcontracted to a group of carefullypre-qualified third-party suppliers. Manufacture and supply contracts are signed for the delivery of the component on anorder-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 andsub-assemblies, completes the final assembly, and then subjects the projector to comprehensive testing individually and as a system prior to shipment. In 2017,Historically, these projectors including both the Company’s xenon and laser-based projection systems,have had reliability rates based on scheduled shows of approximately 99.9%99%.

14


Sound System Component Manufacturing

The Company develops, designs, and assembles the key elements of itsthe theater sound system component. The standard IMAX theater sound system component comprisesconsists 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 andsub-assemblies, completes the final assembly, and then subjects the sound system component to comprehensive testing individually and as a system prior to shipment.system.

Screen and Other Components

The Company purchases its screen componentcomponents and glasses cleaning equipment from third parties. The standard screen system component is comprisedconsists 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 also provides ongoing maintenance and extended warranty services to IMAX theater systems.Systems. These arrangements are usually for a separate fee, although the Company oftensometimes includes free service in the initial year of anthe arrangement. The maintenance and extended warranty arrangements include service, maintenance, and replacement parts for theater systems.IMAX Systems.

To support the IMAX theater network, the Company has personnel stationed in major markets throughout the world who provide periodic and emergency maintenance and extended warranty services on existing theater systems.IMAX Systems. The Company provides various levels of maintenance and warranty services, which are priced accordingly. Under full servicefull-service programs, Company personnel typically visit each theaterIMAX location every six to twelve 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 xenon and laser-based digital systems, the Company providespre-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 and other licenses encompasses theaterincludes auditorium design and geometry, electronic circuitryaudio and display technology, mechanisms employed in projectors and projection equipment (including 3D projection equipment), a method for synchronizing digital data, a method of generating stereoscopic (3D) imaging, data from a monoscopic (2D) source, a process for digitallyre-mastering 35mm films into large-format, a method for increasing the dynamic range and contrast of projectors, a method for visibly seaming or superimposing images from multiple projectors, and other inventions relating to imaging technology, digital projectors. The Company has securedprojectors, laser projection, and video quality assessment. Included in the exclusive license rights from Kodak to aCompany’s patent portfolio ofare more than 5030 patents and patent families acquired from the Eastman Kodak Company covering laser projection technology as well as certain exclusive rights to a broad rangetechnology. In addition, the Company acquired more than 15 patent families in connection with the acquisition of Kodak patentsSSIMWAVE in the field of digital cinema.September 2022. The Company has been and will continue to be diligent in the protection of its proprietary interests.

As atof December 31, 2017,2023, the Company holds 10692 patents, has 14 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 20182024 and 2034.2041.

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 inIn IMAX®,The IMAXExperience®,An IMAXExperience®,An IMAX3DExperience®, TheIMAX DMR®Experience, DMR,®, Filmed For IMAX, nXos®, IMAX think big®, think big®Live, IMAX Enhanced, and IMAX Is BelievingSSIMWAVE®. These trademarks are widely protected by registration or common law throughout the world.

15


HUMAN CAPITAL

The Company also ownsbelieves that effective human capital management is critical to its success. The Company’s human capital management objectives are focused on attracting, engaging, and retaining exceptional talent who are passionate about IMAX’s business; and 2) fostering a work environment that unites diverse teams around its mission to connect the service mark IMAX THEATRETM.world through extraordinary experiences that inspire us to reimagine what’s possible together.

EMPLOYEESTo achieve these objectives, the Company’s people and culture strategy focuses on creating a compelling employee brand which attracts top talent to join the Company; engaging its employee base to maximize overall performance and enhance retention; offering a competitive total rewards program (the “Total Rewards Program”); developing and refining a diversity, equity, and inclusion (“DE&I”) plan that is unique to its business; and continuing its focus on employee safety.

As of December 31, 2023, the Company employed 697 people, of which approximately 69% were employed outside of the United States. The global workforce consists of approximately 96% full-time and 4% part-time employees. Some of the Company’s recent initiatives to achieve its’s human capital management objectives include the following:

Recruiting Talent

The Company had 606believes that a collaborative team of innovative employees from diverse backgrounds and experiences is essential to meet the demands of technology and creativity. Additionally, the Company has and will continue to provide DE&I training for hiring managers to ensure the Company’s interview and hiring processes are fair and equitable. The Company’s outreach efforts include using global job boards, engaging with community associations and organizations, working with universities and colleges to build stronger partnerships, and maintaining relationships with IMAX alumni to proactively expand its sources of talent. The Company continues to implement technologies and solutions to support human capital management strategies and processes while supporting talent management for creative projects as atit stays connected to the vision, foundation, and core of the Company.

Engaging Employees

During 2023, the Company created a comprehensive talent management plan to foster greater employee retention, engagement, and inclusivity. The plan includes incorporating the Company’s values of collaboration, belonging, and excellence in its culture into talent management by rolling out development programs to build manager and leader capabilities and enhancing the overall employee experience. The Company expects to implement the plan in 2024. For 2024, the Company has updated its performance management process and launched an employee training program to foster a high-performance and engaging work culture. For example, the performance management process includes a new mid-year talent review cycle to assess talent, understand the Company’s bench strength and gaps for succession planning and engagement strategies.

In 2024, the Company plans to deploy an employee engagement survey to gather feedback and insights on how to continue to make IMAX a great place to work.

Total Rewards

The Company takes a holistic view of the Total Rewards Program, focusing on providing competitive compensation and benefits packages to attract, incentivize, and retain a talented, diverse, multi-generational workforce.

The Total Rewards Program balances base compensation, incentive compensation for both short-term and long-term performance, and a focus on total well-being of the employee. The Company’s recent efforts to improve the Total Rewards Program include the following:

In 2023, the Company undertook a review of base compensation across various levels within the Company and established a career development path for employees in the technical domain.
The Company introduced enhancements to its U.S. and Canadian benefits program in select regions, aiming to modernize its benefits offerings to better align with the needs of the Company’s employees. These modifications were informed by both employee feedback and market conditions.
Given the increased focus on mental health, in response to addressing the needs of the Company’s employees and their families, the Company enhanced its health and family-friendly benefits to provide mental health support and access to mental health practitioners to its employees.

16


The Company supports new parents, including adoptive parents, through maternity and parental leave benefits. Furthermore, the Company has broadened its company-subsidized reimbursement program to cover camps, complementing emergency backup childcare, ongoing childcare, elder care, and pet care.
In 2023, the Company expanded its financial wellness offerings for U.S. employees, to include a subsidized membership for legal assistance.

Diversity, Equity, and Inclusion

In 2023, the Company continued its commitment to diversity, equity, and inclusion. The Company engaged its executive sponsorship committee to revise its DE&I strategy, which focuses on the following areas:

Fostering a culture of engagement and inclusivity where employees feel a sense of understanding, acceptance, and belonging.
Implementing processes, policies, and practices that are fair and equitable.
Ensuring the diversity of the partners, filmmakers, and audiences IMAX serves are reflected through progressive recruiting and retention efforts.
Impacting the workplace and communities in which IMAX operates in a positive way.

As of December 31, 2017, compared to 703 employees as at December 31, 2016. Both employee counts exclude hourly employees at2023, women represented approximately 35% of the Company’s ownedglobal workforce. The Company currently has three female directors (30%) and operated theaters, virtual reality centerstwo directors who identify as ethnically diverse (20%) on its Board of Directors (the “Board”). There are four (25%) female members of the Company’s management team of 16 as well as four (25%) members of the Company’s management team who identify as ethnically diverse.

Employee Safety

Risks to the safety of employees are present in day-to-day office work, building renovation, manufacturing, logistics, training, testing, research, and certain other newdevelopment, and during the designing, installation, and servicing of IMAX Systems around the world. 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. Every employee is responsible for participating in workplace safety planning activities, and managers are responsible for employee safety program implementation within their business initiatives.function. This effort is supported by a cross-functional team dedicated to employee health and safety and business continuity.

AVAILABLE INFORMATION

The Company makes available, free of charge, its Annual Reports onForm 10-K, Quarterly Reports onForm 10-Q and Current Reports onForm 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”). The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, as well as obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.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 at212-821-0100. 212-821-0154. No information included on the Company’s website shall be deemed included or otherwise incorporated into this 2017 Form10-K, except where expressly indicated.

Item 1A.Risk Factors
Item 1A. Risk Factors

IfBefore you make an investment decision with respect to the Company’s common shares, 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 the risks described below occurs,which could have a material adverse effect on the Company’s business, operating results andof operations, financial condition couldand the actual outcome of matters as to which forward looking statements are made in this annual report. The following risk factors should be materially adversely affected.

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 not presently knownthat the Company currently deems immaterial or that are currently unknown to the Company or that it deems immaterial, may also impair its business or operations.

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RISKS RELATED TO THE COMPANY’S BUSINESS AND OPERATIONS

The Company conducts business internationally, which exposes it to uncertaintiesGeneral political, social and risks that could negatively affect its operations, sales and future growth prospects.

A significant portion of the Company’s revenues and grossbox-office are generated by customers located outside the United States and Canada. Approximately 65%, 62% and 60% of the Company’s revenues were derived outside of the United States and Canada in 2017, 2016 and 2015, respectively. As at December 31, 2017, approximately 90% of IMAX theater systems arrangements in backlog are scheduled to be installed in international markets. The Company’s network currently spans 75 different countries, and the Company expects its international operations to continue to account for an increasingly significant portion of its revenues in the future. There are a number of risks associated with operating in international markets that could negativelyeconomic conditions can affect the Company’s operations, sales and future growth prospects. These risks include:

new restrictions on access to markets,business by reducing both for theater systems and films;

unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements;

fluctuations in the value of foreign currency versus the U.S. dollar and potential currency devaluations;

new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and other trade barriers;

imposition of foreign exchange controls in such foreign jurisdictions;

dependence on foreign distributors and their sales channels;

difficulties in staffing and managing foreign operations;

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 reliablebox-office reporting;

adverse changes in 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;

requirements to provide performance bonds and letters of credit to international customers to secure system component deliveries; and

political, economic and social instability.

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.

The Company faces risks in connection with the continued expansion of its business in China.

At present, Greater China is the Company’s second largest market, by revenue. In recent years, the Company’s Greater China operations have accounted for an increasingly significant portion of its overall revenues, with nearly 33% of overall revenues generated from existing IMAX Systems and the demand for new IMAX Systems.

The Company’s success depends in part on general political, social and economic conditions and the willingness of consumers to purchase tickets to the IMAX auditoriums. If movie-going becomes less popular globally, the Company’s China operations in 2017. As at December 31, 2017, the Company had 544 theaters operatingbusiness could be adversely affected, especially if such a decline occurs in Greater China with an additional 309 theatersChina. There remains uncertainty around whether and when movie-going will return to pre-COVID levels in backlog, whichvarious markets and there can be no assurance that the reduction in movie-going does not represent 61.9%a permanent change in consumer behavior. The timing and extent of a recovery of consumer behavior and willingness to spend discretionary income on movie-going may delay the Company’s current backlog and which are scheduledability to be installedgenerate significant revenue from GBO generated by its exhibitor customers in Greater China by 2022. Of the systems currently scheduled to be installed in Greater China, 47.3% are under joint revenue sharing arrangements, which further increasevarious markets. In addition, the Company’s ongoing exposure to box office performanceoperations could be adversely affected if consumers’ discretionary income globally or 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 riskparticular geography falls as a result of an economic downturn or recession, as well as othersustained inflationary conditions, that mayhigh interest rates, supply chain issues, or otherwise. Such adverse impact the Company’s exhibitor and studio partners, as well ason consumer’s discretionary income could result in a shift in consumer spending. 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. In addition, over the past several years, the growth of screens in Greater China has outpaced IMAX box office growth.

Moreover, certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates both the scopedemand away from movie-going. The majority of the Company’s continued expansionrevenue is directly derived from the box office results of its exhibitor partners. Accordingly, a decline in Chinaattendance at commercial IMAX locations could materially and adversely affect several sources of key revenue streams for the business conducted by it within China. For instance,Company. Sustained inflationary pressures observed globally could materially increase the Chinese government regulates bothcost of our goods, services and personnel, which could cause an increase in the number and timing or terms of Hollywood films released to the China market. Company's operating costs.

The Company cannot provide assurance thatalso depends on the Chinese government will continue to permit the releasesale, lease and installation of IMAX filmsSystems to commercial theatrical exhibitors to generate revenue. Commercial theatrical 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 China or that the timing or numberIMAX Systems. In addition, a significant portion 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 rightssystems in China. If the Company were unable to navigate China’s regulatory environment, including with respect to its current customs inquiry, or if the Company were unable to enforce its intellectual property or contract rights in China, the Company’s businessbacklog are expected to be installed in newly built multiplexes. An economic downturn, recession, significant increases in interest rates or other adverse economic developments could be adversely impacted.impact developers’ ability to secure financing on acceptable terms and complete the buildout of these locations, thereby negatively impacting the Company’s ability to install IMAX Systems, grow its theater network and collects its contractual revenue.

The success of the IMAX theater network is directly related to the availability and success of the IMAX DMRremastered films, and other films released to the IMAX network, as well as the continued purchase or lease of IMAX Systems and other support by theatrical exhibitors, for which there can be no guarantee.

An important factor affecting the growth and success of the IMAX theater network is the availability and strategic selection of films for IMAX theaterslocations and thebox-office 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 partythird-party filmmakers and studios, including both Hollywood and local language features converted into the Company’s large format using the Company’sformat. In 2023, 95 new IMAX DMR technology. In 2017, 60 IMAX DMR films were released by studios to the worldwide IMAX theaterCompany’s global network. There is no guarantee that filmmakers and studios will continue to release films to the IMAX theater network, or that the films selected for release to the IMAX theater network will be commercially successful.

The Company is directly impacted by thebox-office commercial success and box office results forof the films released to the IMAX network through its joint revenue sharing arrangements, as well as through the percentage of thebox-office box office receipts the Company receives from the studios releasing IMAX DMR films, and the Company’s continued ability to secure films, find suitable partners for joint revenue sharesharing arrangements and to sell IMAX theater systems also depends on the number and commercial success of films released to its network.Systems. The commercial success of films released to IMAX theaterslocations 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 DMR and IMAX original films released to the IMAX theaterCompany’s global network. For example, the Writers Guild of America and the Screen Actors Guild – American Federation of Television and Radio Artists went on strike in May and July 2023, respectively, over labor disputes with the Alliance Motion Picture and Television Producers. Although these strikes ended in late 2023, they have and may result in further changes in film productions, release, and promotion schedules and plans, which may adversely impact the Company’s revenues and results of operations.

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 large format and release them to the IMAX theaters.network. 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 DMRlanguage films for a particular country or region.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.

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The Company depends principally on commercial movietheatrical exhibitors to purchase or lease IMAX theater systems,Systems, to supplybox-office box office revenue under joint revenue sharing arrangements and under its salessale and sales-type lease agreements and to supply venues in which to exhibit IMAX DMR 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 systemsSystems 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 presence or expansion, negotiate economic terms that are less favorable economic terms,to the Company, 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.locations. As a result, the Company’s future revenues and cash flows could be adversely affected.

Recent consolidation among commercial exhibitorsThe Company is undertaking brand extensions and studios reducesnew business initiatives, and the breadthCompany’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 potential 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 field of in-home entertainment technology, which is an intensely competitive business and which is 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 audiences and to expand the Company’s streaming and consumer technology strategy. 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.

New initiatives could involve acquisitions or the formation of joint ventures and business alliances. For example, in September 2022, the Company acquired SSIMWAVE. Such transactions and arrangements involve significant challenges and risks, including that they may not advance the Company’s long-term business strategy, that the Company realizes an unsatisfactory return on its investments or fails to realize anticipated business synergies, that the Company has difficulty integrating or retaining new employees, systems, and technology, that the Company has disagreements with a relevant partner with respect to financing, management, and development, that the Company fails to identify or anticipate risks and liabilities of acquired companies in advance of acquisition, or that management gets distracted from the Company’s core business. Also, it may take longer than expected to realize the full benefits from these transactions and arrangements such as increased revenue or enhanced efficiencies, or the benefits may ultimately be smaller than the Company expected.

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 adversely affect the Company’s financial performance.

The nature of the Company’s customer base,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 its 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, including from emerging technologies, such as advanced forms of AI and quantum computing. 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. In addition, the Company’s sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as a result of or in connection with the Company’s employees’ or third-party vendor’s use of generative AI technologies. 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 narrower market fordisruption 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

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of the Company’s business and products, and reduced negotiating leverage. significant legal and financial exposure, each of which could potentially have an adverse effect on the Company’s business. Refer to Part 1C, Cybersecurity for additional information.

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 but not limited to the General Data Protection Regulation and the California Privacy Rights 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.

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 deteriorationsignificant 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 64%, 62%, and 70% of the Company’s revenues were derived outside of the United States and Canada in 2023, 2022 and 2021, respectively. As of December 31, 2023, approximately 78% of IMAX Systems in backlog are scheduled to be installed in international markets. The Company’s network spanned 90 different countries as of December 31, 2023, 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:

new restrictions on access to markets, both for IMAX 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 network 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 Systems, including as a result of material disruptions or delays in the Company’s relationshipsupply chains, or collect full payment on installations thereof;
local business practices that can present challenges to compliance with key partnersapplicable 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;
economic conditions in foreign markets, including inflation;

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public health concerns, including pandemics or epidemics, and regulations in response thereto, which could materially, adversely affect the Company’s and its customers' operations;
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.

Additionally, global geopolitical tensions, such as the Russia and Ukraine and Israel-Hamas Wars, and actions that governments take in response may adversely impact the Company’s ability to operate in such regions and/or result in global or regional economic downturns. For example, in response to the ongoing conflict between Russia and Ukraine, Canada, the United States, and other countries in which the Company operates have imposed broad sanctions and other restrictive actions against governmental and other entities in Russia and Belarus, which in turn have and may continue to have an adverse impact on the Company’s business financial condition orand results of operation.operations in affected regions. In addition, an adverse economic impact onin the wake of the Russia-Ukraine conflict and resulting sanctions, major movie studios suspended the theatrical release of films in Russia and Belarus and financial institutions halted transactions with Russian entities. The Company has notified its exhibitor clients in Russia and Belarus that such sanctions and actions constitute a significant customer’s business operations could have a corresponding material adverse effect onforce majeure event under their system agreements, resulting in the Company.

The Company’s primary customers are commercial multiplex exhibitors. The commercial exhibition industry has undergone significant consolidation in recent years, with Dalian Wanda’s acquisitions of AMC and Hoyts Group in 2012 and 2015, respectively, and AMC’s acquisition of Carmike Cinemas and Odeon & UCI Cinemas Group, which includes Nordic Cinema Group, in 2016. The industry continues to consolidate, as evidenced by Cineworld Group’s planned acquisition of Regal Entertainment Group. Exhibitor concentration has resulted in individual exhibitor chains constituting a material portionsuspension of the Company’s networkobligations thereunder. Given the uncertainty as to the scope, intensity, duration and revenue. For instance, Wandaoutcome of geopolitical conflicts, it is difficult to predict the full extent of the adverse impact of geopolitical conflicts on the Company’s business and AMC continueresults of operations. Additionally, given the global nature of the Company’s operations, any protracted conflict or the broader macroeconomic impact of geopolitical conflicts and sanctions imposed in response thereto, could have an adverse impact on the Company’s business, results of operations, financial condition, and future performance (the Company has 20 systems in its backlog from Russia, the CIS and Ukraine, and none from Israel) and may also magnify the impact of other risks described herein, including the risk of cybersecurity attacks, which may impact information technology systems unrelated to bethe conflict, or jeopardize critical infrastructure in jurisdictions where the Company operates.

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 IMAX systems 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 exhibitor customer, representingmarket by revenue, with approximately 16.4%, 13.5% and 16.0%25% of overall revenues generated from its Greater China operations in 2023. As of December 31, 2023, the Company had 807 IMAX Systems operating in Greater China with an additional 206 systems in backlog, which represent 46% of the Company’s total revenuescurrent backlog. Of the IMAX Systems currently scheduled to be installed in 2017, 2016 and 2015, respectively. Wanda’s current commitment to the Company stands at 359 IMAX theater systems, and Wanda and AMC together represented approximately 40.7% of the commercial network and 30.5% of the Company’s backlog as of December 31, 2017. The share of the Company’s revenue that is generated by Wanda and AMC is expected to continue to grow as the significant number of Wanda theater systems currently in backlogGreater China, 71% are opened. No assurance can be given that significant customers such as Wanda and/or AMC will continue to purchase theater systems and/or enter intounder 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 a continued slow recovery from the COVID-19 pandemic, 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 United States–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.

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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 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, 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 Company's business 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 2021 and 2022, including several films released in IMAX format in other markets. While significantly more Hollywood films were given release dates in China in 2023, several of the prominent Hollywood sequels or franchise films released into China in 2023 underperformed their predecessors in that market. The Company and if so, whether contractual termscannot provide assurance that the Chinese government will continue to permit the release of Hollywood IMAX films in China or that the timing, number or performance of IMAX releases will be affected.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 does business with either Wanda and/were unable to navigate China’s regulatory environment, or AMC 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 DMR films. Hollywood studios have also experienced recent consolidation, as evidenced by Walt Disney Studios’ planned acquisition of certain studio assets from Twenty First Century Fox. Studio consolidation could result in individual studios comprising a greater percentage of the Company’s film slate and overall DMR revenue, and could exposeif the Company were unable to the same risks described aboveenforce its intellectual property or contract rights in connection with exhibitor consolidation.

General political, social and economic conditions can affect the Company’s business by reducing both revenue 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,China, the Company’s business could be adversely affected. In addition, the Company’s operations could be adversely affected if consumers’ discretionary income falls as a result of an economic downturn. In recent years, the majority of the Company’s revenue has been directly derived from thebox-office revenues of its films. Accordingly, a decline in attendance at commercial IMAX theaters could materially and adversely affect several sources of key revenue streams for the Company.impacted.

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 decliningbox-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 Company may experience adverse effects due to exchange rate fluctuations.

A substantial portion of the Company’s revenues are denominated in U.S. dollars,Dollars, while a substantial portion of its expenses are denominated in Canadian dollars.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,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,Dollars, significant local currency issues may impact the profitability of the Company’s arrangements for the Company’swith its customers, which

ultimately affect the Company’s ability to negotiate cost-effective arrangements and, therefore, the Company’s results of operations. In addition, because IMAX films generatebox-office box office revenue in 7590 different countries, unfavorable exchange rates between applicable local currencies and the U.S. dollarDollar could affect the GBO generated by exhibitors and the Company’s reported grossbox-office and revenues, further impacting the Company’s results of operations.

The introductionRISK RELATED TO THE COMPANY’S INDUSTRY AND COMPETITIVE ENVIRONMENT

Consolidation among commercial exhibitors and studios reduces the breadth of new, competingthe Company’s customer base, and could result in a narrower market for the Company’s products and technologies could harmreduced negotiating leverage. A deterioration in the Company’s business.

Theout-of-home entertainment industry is very competitive, and the Company faces a number of competitive challenges. According to the National Association of Theater Owners, as at December 31, 2017, there were approximately 42,381conventional-sized screens in North American multiplexes. The Company faces competition both in the form of technological advances inin-home entertainment as well as those within the theater-going experience. In recent years, for instance, 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 the same quality or attributes as an IMAX theater. The Company may continue to face competition in the future from companies in the entertainment industryrelationship 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 facesin-home competition from a number of alternative motion picture distribution channels such as home video,pay-per-view, streaming services,video-on-demand, DVD, Internet and syndicated and broadcast television. 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 andbox-office performance of IMAX films may decline. Decliningbox-office performance of IMAX filmskey partners could materially and adversely harmaffect 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. Since 2016, the commercial exhibition industry has undergone significant consolidation, including AMC’s acquisition of Carmike Cinemas and prospects.Odeon, which includes Nordic and Cineworld’s acquisition of Regal. Exhibitor concentration has resulted in certain exhibitor chains constituting a material portion of the Company’s network and revenue. For instance, Wanda is the Company’s largest exhibitor customer, representing approximately 10% of the Company’s total revenues in 2023. As of December 31, 2023, through the Company’s partnership with Wanda, there were 376 IMAX Systems operational in Greater China and Wanda represented approximately 21% 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 IMAX Systems in backlog with Wanda are opened. No assurance can be given that significant customers such as Wanda will continue to purchase IMAX 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.

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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 Film Remastering 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 advancements in digital technology and in order to continue to provide an experience whichthat is premium to and differentiated from conventional cinemaentertainment 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 partythird-party intellectual property and/or proprietary technology. Recently, the Company has madeA significant investments in laser technology as partportion of the development of its next-generation laser-based digital projection system, which it began rolling out to the largest theaters in the IMAX network at the end of 2014. The Company continuedCompany’s research and development throughout 2017efforts have been focused on its laser-based projection systems. The Company’s recent research and development efforts have also focused on image enhancement technology, developing technologies and systems to support the further development of an updated laser-based digital projection system, which is targeted primarily for screens in commercial multiplexes.help bring additional interactivity to its global IMAX network. 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 partythird-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.

Furthermore, in September 2022, with the acquisition of SSIMWAVE, a leader in AI-driven video quality solutions for media and entertainment companies, there is ongoing research and development in perceptual metrics including novel measurement and optimization techniques. Artificial intelligence technologies and their use are currently undergoing rapid change. If the Company fails to enhance its current AI products and develop new products in response to changes in technology or industry standards, or the Company fails to bring product enhancements or new product developments to market quickly enough, the Company’s AI products could rapidly become less competitive or obsolete.

The introduction of new, competing products and technologies could harm the Company’s business.

The entertainment industry is very competitive. The Company is undertaking new linesfaces competition both in the form of businesstechnological advances in in-home entertainment, as well as those within the out-of-home entertainment, including the theater-going experience. For example, according to research conducted by Omdia, there were approximately 42,000 conventional-sized screens in North American commercial multiplexes in 2022. In addition, exhibitors and these new business initiatives may not be successful.

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 System. The Company is undertakingcompetes with entertainment and media companies with new linestechnologies and/or substantially greater capital resources to develop and support them. The Company may be unable to continue to produce theater systems or provide experiences which are premium to, or differentiated from, other theater systems or entertainment experiences, respectively. Furthermore, many of business. These initiatives represent new areasthe Company’s commercial exhibitor customers are reliant on the availability of growth for the Companyretail shopping malls at physical locations, which compete with other forms of retailing such as online retail websites, and could include the offering of new products and services that may not be acceptedadversely affected by the market. The Company has recently explored initiativeschanges in the fields of location-based virtual reality, original contentretail shopping landscape andin-home entertainment technology, all of which are intensively competitive businesses and which are dependent on consumer demand, over which the Company has no control. If any new business in which the Company invests or attempts to develop does not progress as planned,purchasing pattern. In return, the Company may be adversely affected by investment expensesthe challenges faced by its exhibitor customers.

As noted above, the Company faces in-home competition from a number of alternative motion picture distribution channels such as home video, 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 have not led to the anticipated results, by write-downs of its equity investments,this release window, which is determined 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 reliancemovie studios, will not shrink further which could have an adverse impact on the Company’s partnersbusiness 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. Most major film studios have since recommitted to exclusive theatrical releases for blockbuster movies. However, there is a possibilitycan 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 have disagreementsbe unwilling to pay the price premiums associated with its relevant partner with respect to financing, technological management, product development, management strategies or otherwise. Any such disagreementthe cost of IMAX tickets and box office performance of IMAX films may cause

decline. The declining box-office performance of IMAX films could materially and adversely harm the joint venture orCompany’s business alliance to be terminated.and prospects.

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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 systemsSystems and digital and film technology.technology, video quality assessment and image enhancement. 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 the future growth of the Company is anticipated to come from foreign jurisdictions. The Company may develop proprietary technology or knowledge, including AI-generated works, that are not entitled to intellectual property protection. 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 or licenses patents issued and patent applications pending, including those covering its digital projector, digital conversion technology, and laser illumination technology.technology, and other inventions relating to imaging technology and video quality assessment. 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 projectors, IMAX 3D Dome and sound system components expire between 20212024 and 2034. 2041. 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.

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 motion picture entertainment.entertainment experiences. Protecting the IMAX brand is a critical element in maintaining the Company’s relationships with studios and its exhibitor clients.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.

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 nature In addition, if any of the Company’s business involves accessregistered or unregistered trademarks, trade names or service marks is challenged, infringed, circumvented, declared generic or determined to and storage of confidential and proprietary content andbe infringing on other information, including intellectual property, as well as information regarding the Company’s customers, employees, licensees and suppliers. Although the Company maintains robust procedures to safeguard such content and information, as well as a cyber-security insurance policy, the Company’s information technology systemsmarks, it 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. It is possible that computer hackers could compromise the Company’s security measures or the security measures of parties with whom the Company does business, and thereby obtain the confidential or proprietary information of the Company or its customers, employees, licensees and suppliers. Any such breach or unauthorized access could result in a disruption of the Company’s operations, the theft, unauthorized use or publication of the Company’s intellectual property and other proprietary information, 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.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.

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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 the Company enters into royalty or licensing arrangements with the prevailing party or are able to redesign its products and services to avoid infringement. Such a 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 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 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 network;
the demand for, and acceptance of, the Company’s products and services;
the recognition of revenue of sale 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 period;
the level of its sales backlog;
the signing of film distribution agreements;
the financial performance of IMAX Systems 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 success thereof; 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 Film Remastering revenue, which would harm operating results for a particular period.

The Company’s systems revenue can vary significantly from its cash flows under IMAX System sales or lease agreements.

The Company’s systems revenue can vary significantly from the associated cash flows. The Company often provides financing to customers for IMAX 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 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 System;

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ongoing fees, which are paid monthly after the IMAX System has been opened to the public 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 System sales or sales-type lease agreements for a theater arrangement.

For sale 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 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.

The Company may not convert all of its backlog into revenue and cash flows.

As of December 31, 2023, the Company’s backlog included 450 IMAX Systems, consisting of 164 IMAX Systems under sales or lease arrangements and 286 IMAX Systems under joint revenue sharing arrangements. The Company lists signed contracts for IMAX 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 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 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 Systems that are included in the Company’s backlog. An economic or industry downturn may exacerbate the risk of customers not accepting delivery of IMAX Systems. Any reduction in backlog could adversely affect the Company’s future revenues and cash flows. In addition, customers with 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 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 7% 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 systems revenue could be adversely affected.

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 that are due to it may be impaired. The Company’s contractual ability to audit IMAX theaterslocations may not rectify payments lost or delayed as a result of customers not fulfilling their contractual obligations with respect to financial reporting.

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There is collection risk associated with payments to be received over the terms of the Company’s theater systemIMAX 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 not convert all of its backlog into revenue and cash flows.

At December 31, 2017, the Company’s sales backlog included 499 theater systems, consisting of 162 systems under sales arrangements and 337 theater systems under joint revenue sharing arrangements. The Company lists signed contracts for theater systems for which revenue has not been recognized as sales backlog prior to the time of revenue recognition. The total value of the sales backlog represents all signed theater system sale or lease agreements that are expected to be recognized as revenue in the future and includes initial fees along with the present value of fixed minimum ongoing fees due over the term, but excludes contingent fees in excess of fixed minimum ongoing fees that might be received in the future and maintenance and extended warranty fees. Notwithstanding the legal obligation to do so, not all of the Company’s customers with which it has signed contracts may accept delivery of theater systems that are included in the Company’s backlog. This 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 in the past under certain circumstances. Customer requested delays in the installation of theater systems in backlog remain a recurring and unpredictable part of the Company’s business.

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 theater system installations and grossbox-office performance of IMAX DMR content 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 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, its products and services;

the recognition of revenue of sales and sales-type leases;

the classification of leases as sales-type versus operating leases;

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 and by the Company;

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, although the results of any particular period are not necessarily indicative of its results for any period.

The Company’s theater system revenue can vary significantly from its cash flows under theater system sales or lease agreements.

The Company’s theater systems revenue can vary significantly from the associated cash flows. The Company often provides financing to customers for theater systems on a long-term basis through long-term leases or notes receivables. The terms of leases or notes receivable are typically 10 years. The Company’s sale and lease-type agreements typically provide for three major sources of cash flow related to theater systems:

initial fees, which are paid in installments generally commencing upon the signing of the agreement until installation of the theater systems;

ongoing fees, which are paid monthly after all theater systems have been installed and are generally equal to the greater of a fixed minimum amount per annum and a percentage ofbox-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 theater system sales or 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 minimum ongoing fees due under the agreement. Cash received from initial fees in advance of meeting the revenue recognition criteria for the theater systems is recorded as deferred revenue. Contingent fees are recognized as they are reported by the theaters after annual minimum fixed fees are exceeded.

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 minimum fixed ongoing fees are recognized as revenue on a straight-line basis over the lease term. Contingent fees are recognized as they are reported by the theaters after annual minimum fixed fees are exceeded.

As a result of the above, the revenue set forth in the Company’s 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.

The Company’s stock price has historically been volatile and declines in market price, including as a result a market downturn, 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 stock, 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.

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;

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 the Company’s ability to engage in acts that may be in the Company’s long-term best interests.

The Company is subject to impairment losses on its film assets.assets if such assets do not meet management’s estimates of total revenues.

The Company amortizes its film assets, including IMAX DMRFilm Remastering 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 atitle-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 ismay be subject to impairment losses on its inventories.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 systemIMAX System contracts, technological developments, signings in negotiation and anticipated market acceptance of the Company’s current and pending theater systems.IMAX Systems.

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 stockshare 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.

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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, 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;
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.

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The Company’s indebtedness and liabilities could limit the cash flow available for its operations, and expose the Company to risks that could adversely affect its business, financial condition, and results of operations.

As of December 31, 2023, the Company had approximately $389.5 million of consolidated indebtedness and liabilities. 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. A description of the Company’s outstanding indebtedness is provided in Note 14 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.

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.

29


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 anticipates 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, development of non-compete laws, 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.

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 implementation guidelines and interpretations for many aspects of the Company’s business, such as revenue recognition, film accounting, accounting for pensions and other postretirement benefits, accounting for income taxes, and treatment of goodwill or long-lived assets, 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 “CriticalMore information is provided in Critical Accounting Policies”Estimates within Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 impacts, 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, 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

30


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, divert management attention, alter the environment in which it does business, and expose the Company to potentially significant fines or other penalties if it is unable to comply with such laws, regulations or policies, any of 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 and man-made disasters.

Physical risks, including man-made disasters, such as infrastructure failures, structural collapse, fires, explosions, and acts of war and terror, as well as weather conditions and natural disasters, such as earthquakes, droughts, floods, hailstorms, heavy or prolonged precipitation, wildfires, hurricanes, sea level rise and others, affecting the IMAX global network or corporate locations, could harm the Company’s business. Additionally, the physical impacts of climate change may cause occurrences of natural disasters to increase in frequency, severity and duration, magnifying the adverse impact of such occurrences and the cost of insuring against them. 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.

Item 1C. Cybersecurity

Overview

The Company is not aware of any cybersecurity threats or incidents to date that have materially affected its strategy, results of operations, or financial condition. However, the scope and impact of any future cybersecurity incident cannot be predicted with certainty. More information on how material cybersecurity attacks may impact the Company’s business is provided in “Item 1A. Risk Factors”.

Cybersecurity Risk Management Framework

The Company employs a multi-faceted cybersecurity risk management framework, which is integrated into its enterprise risk management system. The Company aligns its security policies and practices with the ISO 27001 framework and manages its cybersecurity risks through a dedicated information security team, reporting to Mr. Preston. The information security team is tasked with, among other things, assessing, identifying and managing material cybersecurity risks and overseeing the implementation of the Company’s cybersecurity strategy. The Company’s cybersecurity risk management includes, but is not limited to, the following elements.

Risk Identification and Assessment:
o
The team conducts periodic risk assessments, which includes penetration testing and vulnerability scanning, on the Company’s Information Technology (IT) infrastructure, systems, and networks to identify potential vulnerabilities, weaknesses, and risks, and evaluates the potential impact of cybersecurity risks on the Company’s operations, financials, and business.
Risk Mitigation Measures:
o
The team implements and maintains a multi-layered defense approach to safeguard the Company’s information technology infrastructure in accordance with industry best practices and updates the Company’s systems and software to address identified vulnerabilities. The Company has also developed an incident response and disaster recovery plan to respond to cybersecurity incidents.
Vendor Risk Management:
o
The Company evaluates the risk profile of its third-party service providers and may include cybersecurity enhancement or compliance requirements in its service agreements, as needed. The information security team

31


periodically reviews key vendors and counterparties’ cybersecurity practices and may conduct audits or assessments at its discretion.

In addition, the Company has established clear lines of communication with key stakeholders, including executives, IT teams, employees, and customers, to ensure transparency and an effective response to cybersecurity incidents. Furthermore, the information security team develops and provides cybersecurity awareness training to the Company’s employees and regularly communicates updates on best cybersecurity practices and improvements in the cybersecurity program.

The Company may not fully realizeuse third-party programs and software and engage assessors, consultants, cybersecurity auditors, or other third parties to review, test, and advise on improvements to the projected cost savingsCompany’s cybersecurity infrastructure.

Role of the Board of Directors

The Audit Committee oversees the Company’s risk management and benefits fromassessment, including its restructuring initiative.

The Company recently implemented a cost reduction plan that included staff reductionsmitigation strategies, and updates the consolidationentire Board on the Company’s risk profile and exposures on an as needed basis. With respect to cybersecurity, the Company’s Chief Technology Officer (“CTO”) and Head of certain leased facilities. As part of its cost reduction plan,Information Security updates the Company eliminated approximately 100 full-time positions, including positionsAudit Committee on at IMAX China Holding, Inc., equalleast an annual basis on matters such as external cybersecurity threats and attack trends; updates to roughly 14%threat monitoring processes; the composition of the Company’s full-time global workforce. Althoughinformation security team; cybersecurity awareness training and testing; cybersecurity strategy; cybersecurity metrics, and assessments the Company expects the restructuring plan to result in cost savings aimed at increasing profitability, operating leverage and free cash flow, there can be no assurances that these benefits will be realized to the full extent projected. If the Company does not achieve projected savings as a resultprogress of these initiatives, or incurs higher than expected or unanticipated costs in implementing these initiatives, its business, financial condition or results of operations could be adversely impacted.

Enactment of the Tax Act could have a negative effect on the Company or its shareholders.

On December 20, 2017, the U.S. Congress passed the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”), and on December 22, 2017, President Trump signed the Tax Act into law. The Tax Act makes significant changes to the U.S. federal income tax rules applicable to both individuals and entities, including corporations. This tax legislation reduced the U.S. statutory corporate tax rate and made other changes that could have an impact on our overall U.S. federal tax liability in a given period. The tax legislation also included a number of provisions that limit or eliminate various deductions, including interest expense, performance-based compensation for certain executivescybersecurity programs; and the domestic production activities deduction, among others, that could affect the Company’s U.S. federal income tax position. The Company is continuing to evaluate the overallpotential scope and impact of this tax legislationcybersecurity risks and incidents on its operations and U.S. federal income tax position. See Note 9 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 for further discussion of the Tax Act. There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which the Company operates, will not materially and adversely affect the effective tax rate, tax payments, financial condition and results of operations. Similarly, changes in tax laws and regulations that impact the Company’s customers and counterparties or the economy generally may also impact its financial condition and results of operations. There is some uncertainty as to the impact of the Tax Act on the Company or an investment in the Company’s shares. Investors should consult with their tax advisors with respect to the status of U.S. tax reform and its potential effect on an investment in the Company’s securities.

The Company relies on its key personnel, and the loss of one or more of those personnel could harm its ability to carry out its business strategy.

The Company’s operations and prospects depend in large partfinancial condition. The Audit Committee may also meet with management on an ad hoc basis to discuss and review any material cybersecurity incidents or threats.

Role of Management

Management is responsible for managing risks and informing the performance and continued service of its senior management team. The Company may not find qualified replacements for any of these individuals if their services are no longer available. The loss of the services of one or more membersBoard of the Company’s material near- and long-term risks and risk management strategies. Management presents the Company’s risk assessment, which includes its cybersecurity risks, to the Audit Committee on at least an annual basis.

The Chief Technology Officer (“CTO”) leads management’s assessment and management of cybersecurity risks. The Company’s Head of Information Security leads the information security team, which is responsible for managing day-to-day cybersecurity risks and implementing and maintaining the Company’s cybersecurity strategy. The Head of Information Security reports to and regularly briefs the CTO on cybersecurity matters, including results of vulnerability testing and remediation, cyber incident responses, and progress on cybersecurity infrastructure initiatives. The CTO and Head of Information Security update the Audit Committee about cybersecurity risks and any investigation of a material cybersecurity incident.

The Company’s current CTO has over 20 years of experience in senior technology leadership roles, involving oversight of all aspects of technology development and technical operations, including cybersecurity.

The Company’s current Head of Information Securities has over 20 years of experience in cybersecurity roles, including in cybersecurity engineering, information security assessment, and development and management team could adversely affect its ability to effectively pursue its business strategy.of corporate security policies and governance problems.

Because the Company is incorporated in Canada, it may be difficult for plaintiffs to enforce against the Company liabilities based solely upon U.S. 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 U.S. plaintiffs to effect service within the United States upon those directors or officers who are not residents of the United States, or to realize against them or the Company in the United States upon judgments of courts of the United States predicated upon the civil liability under the U.S. 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 U.S. federal securities laws.

32


Item 2.Properties

Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

The Company’s principal executive offices are located in Mississauga, Ontario, Canada, New York, New York, and Playa Vista, California. TheAs of December 31, 2023, the Company’s principal facilities are as follows:

Operation

Operation

Own/Lease

Expiration

Mississauga, Ontario(1)

Headquarters, Administrative, Assembly, and Research and Development,

Own

N/A

and Maintenance Services

Own

N/A

Playa Vista, California(2)

Sales, Marketing, Film Production and Post-Production

Own

N/A

New York, New York

Executive

Lease

2029

Tokyo, Japan

Sales, Marketing, and Maintenance Services

Lease

2018

2024

Shanghai, China

Sales, Marketing, Maintenance Services, and Administrative

Lease

2019

2029

Dublin, IrelandWaterloo, Ontario

Sales, Marketing, Administrative, and Research and Development

Lease

2026

2024

Moscow, RussiaDublin, Ireland

Sales, Marketing, Administrative, and Research and Development

Lease

2018

2026

London, United Kingdom

Sales

Lease

2018

2024

(1)This facility is subject to a charge in favor of Wells Fargo Bank in connection with a secured term and revolving credit facility (see note 11 to the accompanying audited consolidated financial statements in Item 8 of this 2017 Form10-K ).
(2)This facility is subject to a charge in favor of Wells Fargo Bank in connection with the Playa Vista Loan (as defined in note 11 to the accompanying audited consolidated financial statements in Item 8 of this 2017 Form10-K).
(1)
This facility is subject to a charge in favor of Wells Fargo Bank in connection with a secured revolving credit facility. More information is provided in Note 14 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 13Refer to the accompanying audited consolidated financial statementsNote 16 to Consolidated Financial Statements in Part II, Item 8 of this 2017 Form10-K.8.

Item 4.Mine Safety Disclosures

Item 4.Mine Safety Disclosures

Not applicable.

33


PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Item 5.Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

The Company’s common shares are listed for tradingtraded on the NYSE under the trading symbol “IMAX” on the NYSE. The following table sets forth the range.

As of high and low sales prices per share for the common shares on the NYSE.

   U.S. Dollars 
   High   Low 

NYSE

    

Year ended December 31, 2017

    

Fourth quarter

  $26.40   $20.50 

Third quarter

  $23.20   $17.70 

Second quarter

  $33.60   $22.00 

First quarter

  $34.25   $30.75 

Year ended December 31, 2016

    

Fourth quarter

  $34.80   $27.95 

Third quarter

  $34.47   $28.55 

Second quarter

  $33.50   $27.63 

First quarter

  $33.92   $25.99 

As at January 31, 2018,2024, the Company had approximately 239231 registered holders of record of the Company’sits common shares.

Over the last twofew 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 11Note 14 to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 and “Liquidity and Capital Resources” in Item 7 of this 2017 Form10-K)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 BoardBoard.

The Company grants two types of Directors.performance stock units (“PSU”), one which vests based on a combination of employee service and the achievement of certain Adjusted EBITDA 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 Adjusted 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 Adjusted EBITDA PSU award or 150% of the initial TSR PSU award depending upon actual performance versus the established Adjusted EBITDA and TSR, respectively.

Equity Compensation Plans

The following table sets forth information regarding the Company’s Equity Compensation Plan as atof December 31, 2017:2023:

 

Number of Securities to

be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

 

Weighted Average

Exercise Price of

Outstanding Options,

Warrants and Rights

 

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation

Plans (Excluding Securities

Reflected in Column (a))

 

 

(A)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights

 

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
 (2)

 

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (A))

 

Plan Category

 (a) (b) (c) 

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 6,077,429  $29.86  4,704,507 

 

 

5,538,873

 

 

$

 

15.77

 

 

 

4,895,941

 

Equity compensation plans not approved by security holders

 nil  nil  nil 

 

nil

 

 

 

nil

 

 

nil

 

 

 

  

 

  

 

 

Total

 6,077,429  $29.86  4,704,507 
 

 

  

 

  

 

 

Total(1)

 

 

5,538,873

 

 

$

 

15.77

 

 

 

4,895,941

 

(1)
The number of securities to be issued upon exercise of outstanding options, warrants, and rights excludes 668,708 common shares that may be issued with respect to PSUs outstanding, assuming full achievement of the Adjusted EBITDA and TSR targets.
(2)
The weighted average exercise price is calculated based solely on outstanding stock options and does not take into account common shares that are subject to outstanding RSUs and PSUs, which do not have an exercise price.

34


Performance Graph

The following graph compares the total cumulative shareholder return for $100 invested on December 31, 20112018 (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 TiVo Corporation, World Wrestling Entertainment,Ambarella, Inc., Corus EntertainmentCinemark Holdings, Inc.,Take-Two Interactive Software, Cineplex Inc., Dolby Laboratories, Inc., Six Flags EntertainmentHarmonic Inc., Knowles Corporation, Lions Gate Entertainment Corp., The Marcus Corporation, and Cinemark Holdings, Inc.

WildBrain Ltd. The performance period includes the COVID-19 pandemic, which significantly impacted the out-of-home entertainment industry. The impact of the pandemic on the Company’s operations are discussed elsewhere herein.

img81477360_0.jpg 

img81477360_1.jpg 

35


Issuer Purchases of Equity Securities

In 2017, the Company repurchased 1,736,150 common shares at an average price of $26.57 per share. The repurchases in 2017 exhausted the remaining allowance of $46.1 million under the previously announced $200.0 million share repurchase program, which expired in June 2017. The average carrying value of the stock retired was deducted from common stock and the remaining excess over the average carrying value of stock was charged to accumulated deficit. Since the inception of the prior buyback program, the Company has repurchased 6,697,406 common shares at an average price of $29.86 per share.

On June 12, 2017, the Company announced that itsthe Board of Directors approved a new $200.0 million share repurchase program for its common shares of the Company’s common stock. The share purchase program expiresthat would have initially expired on June 30, 2020.2020, which was subsequently extended and increased in the total share repurchase authority to $400.0 million. In 2023, the Company’s Board approved a 36-month extension to its share repurchase program through June 30, 2026. As of December 31, 2023, the Company had $167.0 million authorized for repurchase under its approved share repurchase program. 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. ThereDuring the three months ended December 31, 2023, the Company repurchased 1,459,948 common shares at an average price of $16.55 per share, for a total of $24.2 million, excluding commissions, of which 108,393 were nocommon shares where settlement occurred subsequent to December 31, 2023, at an average price of $14.98 per share, for a total of $1.6 million, excluding commission.

As of December 31, 2023 and December 31, 2022, the IMAX LTIP trustee did not hold any 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.

Subsequent to December 31, 2023 and through February 26, 2024, the Company completed repurchases underthrough a 10b5-1 program of 1,158,724 shares at an average of $13.99 per share, for a total cost of $16.2 million, excluding commission.

The Company’s common share repurchase program activity for the newthree months ended December 31, 2023 was as follows:

 

 

Total number of
shares purchased

 

 

Average price paid
per share

 

 

Total number of
shares purchased
as part of publicly
announced program

 

 

Maximum value of
shares that may yet
be purchased under
the program

 

October 1 through October 31, 2023

 

 

350,058

 

 

$

 

17.89

 

 

 

350,058

 

 

$

 

184,936,439

 

November 1 through November 30, 2023

 

 

715,080

 

 

 

 

16.76

 

 

 

715,080

 

 

 

 

172,950,160

 

December 1 through December 31, 2023

 

 

394,810

 

 

 

 

14.96

 

 

 

394,810

 

 

 

 

167,042,020

 

Total

 

 

1,459,948

 

 

$

 

16.54

 

 

 

1,459,948

 

 

 

 

 

In 2022, IMAX China’s shareholders granted its Board of Directors (the “IMAX China Board”) a general mandate authorizing the IMAX China Board, subject to applicable laws, to repurchase shares of IMAX China not to exceed 10% of the total number of issued shares as of June 23, 2022 (34,063,480 shares). This program in 2017.

Theexpired on the date of the 2023 Annual General Meeting of IMAX China on June 7, 2023. During the 2023 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10% of the total number of shares as of June 7, 2023 (33,959,314 shares). This program will be valid until the 2024 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, 2023, IMAX China repurchased during16,800 common shares at an average price of HKD 7.11 per share ($0.91 per share) for a total of HKD 0.1 million or less than $0.1 million.

For the year does not include anyyears ended December 31, 2023 and 2022, there were no shares receivedpurchases in the administration of employee share-based compensation plans.

CERTAIN INCOME TAX CONSIDERATIONS

United States Federal Income Tax Considerations

The following discussion is a generalA summary of the material U.S. federal income tax consequencesterms and conditions of the ownership and dispositionCompany’s revolving credit facility, which include a limitation of the common shares by a holder of common shares that is an individual resident of the United States or a United States corporation (a “U.S. Holder”). This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to investors subject to special treatment under U.S. federal income tax law (including, for example, owners of 10.0% or more of the voting shares of the Company).

Distributions on Common Shares

In general, distributions (without reduction for Canadian withholding taxes) paid by the Company with respect to the common shares will be taxed to a U.S. Holder as dividend income to the extent that such distributions do not exceed the current and accumulated earnings and profits of the Company (as determined for U.S. federal income tax purposes). Subject to certain limitations, under current law dividends paid tonon-corporate U.S. Holders may be eligible for a reduced rate of taxation as long as the Company is considered to be a “qualified foreign corporation”. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of an income tax treaty with the United States or a foreign corporation the stock of which is regularly tradable on an established securities market in the United States. The amount of a distribution that exceeds the currentpermitted share repurchases, is provided in Note 14 to Consolidated Financial Statements in Part II, Item 8.

Issuer Sales of Unregistered Securities

Refer to Note 17(c) to Consolidated Financial Statements in Part II, Item 8.

Item 6.Selected Financial Data

Reserved.

36


Item 7.Management’s Discussion and accumulated earningsAnalysis of Financial Condition and profitsResults of the Company will be treated first as anon-taxable return of capital to the extent of the U.S. Holder’s tax basis in the common shares and thereafter as taxable capital gain. Corporate holders generally will not be allowed a deduction for dividends received in respect of distributions on common shares. Subject to the limitations set forth in the U.S. Internal Revenue Code of 1986, as amended, as modified by the U.S.-Canada Income Tax Treaty, U.S. Holders may elect to claim a foreign tax credit against their U.S. federal income tax liability for Canadian income tax withheld from dividends. Alternatively, U.S. Holders may claim a deduction for such amounts of Canadian tax withheld.Operations

Disposition of Common SharesOVERVIEW

Upon the sale or other disposition of common shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the sale or other disposition and such holder’s tax basis in the common shares. Gain or loss upon the sale or other disposition of the common shares will be long-term if, at the time of the sale or other disposition, the common shares have been held for more than one year. Long-term capital gains ofnon-corporate U.S. Holders may be eligible for a reduced rate of taxation. The deduction of capital losses is subject to limitations for U.S. federal income tax purposes.

Canadian Federal Income Tax Considerations

This summary is applicable to a holder or prospective purchaser of common shares who, for the purposes of theIncome Tax Act (Canada) and any applicable treaty and at all relevant times, is not (and is not deemed to be) resident in Canada, does not (and is not deemed to) use or hold the common shares in, or in the course of, carrying on a business in Canada, and is not an insurer that carries on an insurance business in Canada and elsewhere.

This summary is based on the current provisions of theIncome Tax Act (Canada), the regulations thereunder, all specific proposals to amend such Act and regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the Company’s understanding of the administrative policies and assessing practices published in writing by the Canada Revenue Agency prior to the date hereof. This summary does not otherwise take into account any change in law or administrative policy or assessing practice, whether by judicial, governmental, legislative or administrative decision or action, nor does it take into account other federal or provincial, territorial or foreign tax consequences, which may vary from the Canadian federal income tax considerations described herein.

This summary is of a general nature only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder of the common shares and no representation with respect to Canadian federal income tax consequences to any holder of common shares is made herein. Accordingly, prospective purchasers and holders of the common shares should consult their own tax advisers with respect to their individual circumstances.

Dividends on Common Shares

Canadian withholding tax at a rate of 25.0% (subject to reduction under the provisions of any applicable tax treaty) will be payable on dividends (or amounts paid or credited on account or in lieu of payment of, or in satisfaction of, dividends) paid or credited to a holder of common shares. Under theCanada-U.S. Income Tax Convention (1980), as amended (the “Canada - U.S. Income Tax Treaty”) the withholding tax rate is generally reduced to 15.0% for a holder entitled to the benefits of the Canada - U.S. Income Tax Treaty who is the beneficial owner of the dividends (or 5.0% if the holder is a company that owns at least 10.0% of the common shares).

Capital Gains and Losses

Subject to the provisions of any relevant tax treaty, capital gains realized by a holder on the disposition or deemed disposition of common shares held as capital property will not be subject to Canadian tax unless the common shares are taxable Canadian property (as defined in theIncome Tax Act (Canada)), in which case the capital gains will be subject to Canadian tax at rates which will approximate

those payable by a Canadian resident. Common shares generally will not be taxable Canadian property to a holder provided that, at the time of the disposition or deemed disposition, the common shares are listed on a designated stock exchange (which currently includes the NYSE) unless at any time within the 60 month period immediately preceding such time (a) any combination of (i) such holder, (ii) persons with whom such holder did not deal at arm’s length or (iii) a partnership in which such holder or any such persons holds a membership interest either directly or indirectly through one or more partnerships, owned 25.0% or more of the issued shares of any class or series of shares of the Company and (b) more than 50% of the fair market value of the common shares was derived directly or indirectly from one or any combination of (i) real or immovable property situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties, and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of paragraphs (i) to (iii), whether or not the property exists. In certain circumstances set out in theIncome TaxAct (Canada), the common shares may be deemed to be taxable Canadian property. Under theCanada-U.S. Income Tax Treaty, a holder entitled to the benefits of the Canada - U.S. Income Tax Treaty and to whom the common shares are taxable Canadian property will not be subject to Canadian tax on the disposition or deemed disposition of the common shares unless at the time of disposition or deemed disposition, the value of the common shares is derived principally from real property situated in Canada.

Item 6.Selected Financial Data

The selected financial data set forth below is derived from the consolidated financial information of the Company. The financial information has been prepared in accordance with U.S. GAAP. All financial information referred to herein is expressed in U.S. dollars unless otherwise noted.

   Years Ended December 31, 
(In thousands of U.S. dollars, except per share amounts)  2017   2016   2015   2014   2013 

Statements of Operations Data:

          

Revenues

  $380,767   $377,334   $373,805   $290,541   $287,937 

Costs and expenses applicable to revenues

   195,521    174,656    154,517    117,153    123,334 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  $185,246   $202,678   $219,288   $173,388   $164,603 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $12,518   $39,320   $64,624   $42,169   $44,115 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common shareholders

  $2,344   $28,788   $55,844   $39,736   $44,115 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to common shareholders

 

      

Net income per share – basic

          

Net income per share from continuing operations

  $0.04   $0.43   $0.79   $0.57   $0.66 

Net income per share from discontinued operations

   —      —      —      0.01    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $0.04   $0.43   $0.79   $0.58   $0.66 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share – diluted

          

Net income per share from continuing operations

  $0.04   $0.42   $0.78   $0.56   $0.64 

Net income per share from discontinued operations

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $0.04   $0.42   $0.78   $0.56   $0.64 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE SHEET DATA

(in thousands of U.S. dollars)  As at December 31, 
   2017   2016   2015   2014   2013 

Cash and cash equivalents

  $158,725   $204,759   $317,449   $106,503   $29,546 

Total assets

  $866,612   $857,334   $930,629   $621,106   $481,145 

Total bank indebtedness

  $25,357   $27,316   $29,276   $4,283   $—   

Total shareholders’ equity

  $602,257   $621,574   $673,850   $382,775   $319,585 

In October 2016, the FASB issued ASUNo. 2016-16, “Income Taxes (Topic 740)”. The purpose of ASU2016-16 is to eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments require the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The Company elected to early adopt ASU2016-16 during the first quarter of 2017. The impact from the adoption was reflected in the Company’s consolidated financial statements on a modified retrospective basis resulting in an increase to Accumulated deficit of $8.3 million, a decrease to Other assets of $14.8 million, an increase to Deferred taxes of $7.9 million and an increase to Accrued and other liabilities of $1.4 million.

Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

IMAX Corporation, together with its consolidated subsidiaries (the “Company” or “IMAX”), is onea Canadian corporation that was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the world’s leadingformer IMAX Corporation (“Predecessor IMAX”). Predecessor IMAX was incorporated in 1967.

IMAX is a premier global technology platform for entertainment technology companies, specializing in motion picture technologies and presentations. The Company refers to all theaters using the IMAX theater system as “IMAX theaters”.events. Through its proprietary software, auditorium architecture, patented intellectual property, and specialized equipment, IMAX offers a uniqueend-to-end cinematic solution combining proprietary software, theater architecture and equipment to create the highest-quality, mostsuperior, awe-inspiring immersive motion picture experiencecontent experiences for which the IMAX® brand has become known globally.is globally renowned. Top filmmakers, movie studios, artists, and studioscreators utilize the cutting-edge visual and sound technology of IMAX theaters to connect with audiences in innovative ways, and, asways. As a result, IMAX’s networkIMAX is among the most important and successful theatricalglobal distribution platforms for major eventplatforms. The Company’s global content portfolio includes blockbuster films, aroundboth from Hollywood and local language film industries worldwide; IMAX documentaries, both original and acquired (“IMAX Documentaries”); and IMAX events and experiences in emerging verticals including music, gaming, and sports.

The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the world. There were 1,370IMAX film remastering (“IMAX Film Remastering” and formerly known as “IMAX DMR”) and the sale or lease of premium IMAX theater systems (1,272 commercial multiplexes, 12 commercial destinations, 86 institutional) operating in 75 countries as of December 31, 2017. This compares to 1,215 theater systems (1,107 commercial multiplexes, 16 commercial destinations, 92 institutional) operating in 75 countries as of December 31, 2016.

The Company’s core business consists of:

the DigitalRe-Mastering (“DMR”) of films into the IMAX format for exhibition in the IMAX theater network in exchange for a certain percentage of contingent box office receipts from both studios and exhibitors; and

the provision of IMAX premium theater systems (“IMAX theater systems”System(s)”) to exhibitor customers through sales, long-term leases or joint revenue sharing arrangements.
.

IMAX theater systemsSystems are based on proprietary and patented image, audio and other technology developed over the course of the Company’s50-year history since its founding in 1967. The customers for IMAX Systems are principally theatrical exhibitors that operate commercial multiplex theaters, and, combine:to a much lesser extent, museums, science centers and destination entertainment sites. The Company does not own the locations in the IMAX network, except for one, and is not an exhibitor, but instead sells or leases the IMAX System to exhibitor customers along with a license to use its trademarks and ongoing maintenance services for which there is an annual payment by the exhibitor to IMAX.

IMAX has the largest global premium format network, more than double the size of its nearest competitor. As of December 31, 2023, there were 1,772 IMAX Systems operating in 90 countries and territories, including 1,693 commercial multiplexes, 12 commercial destinations, and 67 institutional locations in the Company’s global network. This compares to 1,716 IMAX Systems in 87 countries and territories as of December 31, 2022, including 1,633 commercial multiplexes, 12 commercial destinations, and 71 institutional locations in the Company’s global network. Additional information on the composition of the IMAX network is provided in the discussion of IMAX Network and Backlog.

IMAX Systems provide the Company’s exhibitor customers with a combination of the following benefits:

the ability to exhibit content that has undergonebeen enhanced through the IMAX DMR conversion,Film Remastering, 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 theaterauditorium 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 auditorium equipped with an IMAX theater;System;

specialized theater acoustics, which result in a four-fold reduction in background noise;
ongoing maintenance and extended warranty services; and

a license to the globally recognized IMAX brand.brand as well as benefits from IMAX marketing of films being shown in its network and IMAX’s growing social media followership.

In addition, select movies shown in the IMAX network 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 locations worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.

37


Together, these components cause audiences in IMAX theaterslocations to feel as if they are a part of theon-screen action, creating a more intense, immersive, and exciting experience than in a traditional theater.conventional cinematic format.

As a result of the immersivenessengineering and superior image and sound qualityscientific achievements that are a hallmark ofTheIMAXExperience®, the Company’s exhibitor customers typically charge a premium for IMAX DMR films overreleased in IMAX’s format versus films exhibited in their other auditoriums. The premium pricing, combined with the higher attendance levels associated with IMAX DMR films, generates incremental box office for the Company’s exhibitor customers and for the movie studios releasing their films to the IMAX theater network. The incremental box office generated by IMAX DMR films combined with IMAX’s unmatched global network footprint and scale has helped establish IMAX as athe key premium distribution and marketing platform for Hollywood blockbuster films. and foreign local language movie studios.

The Company released 60achieved its second highest grossing year at the global box office (“GBO”) and its highest grossing year at the Domestic, United States and Canada combined, box office in 2023. The year was highlighted by the Company’s highest grossing year for local language films, the $180.4 million in 2017, up from 51IMAX box office generated by Christopher Nolan’s Oppenheimer, and strong indexing across titles including Super Mario Bros., Guardians of the Galaxy Vol. 3, Spider-Man: Across the Spider-Verse, and Mission Impossible: Dead Reckoning.

A cornerstone of the IMAX brand for more than 50 years, IMAX recently relaunched its IMAX Documentaries unit to focus on a new generation of narrative-driven original and acquired documentary films, in 2016. as well as downstream revenue opportunities through partnerships with leading streaming platforms. Additional forthcoming IMAX original documentaries include The Blue Angels and The Elephant Odyssey.

The Company expectsalso continues to releaseevolve its platform to bring new, innovative events and experiences to audiences worldwide. During the year, the Company partnered with A24 for the IMAX LiveTM 40th anniversary screening of Jonathan Demme’s Stop Making Sense at the Toronto International Film Festival, which became the highest grossing IMAX Live event of all time. In January 2024, the Company and Pathé Live in partnership with Mercury Studios and Queen Films released Queen Rock Montreal, a similar numberconcert from 1981, exclusively in 450 IMAX locations globally.

As of December 31, 2023, the Company has a footprint of 252 connected locations in the IMAX network across North America, Europe, and Asia were configured with connectivity to deliver live and interactive content with low latency and superior sight and sound.

As a premier global technology platform for entertainment and events, the Company strives to remain at the forefront of advancements in entertainment technology. The Company offers a suite of laser-based digital projection systems (“IMAX Laser 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 DMR films in 2018 as compared to 2017.

SOURCES OF REVENUE

The primary revenue sourcesLaser Systems are helping facilitate the next major renewal and upgrade cycle for the global IMAX network.

In September 2022, the Company can be categorized into four main groups: network business, theater business,acquired SSIMWAVE Inc. (“SSIMWAVE”), a leader in artificial intelligence (“AI”)-driven video quality solutions for media and entertainment companies. The acquisition of SSIMWAVE marks a significant expansion of the Company’s streaming and consumer technology strategy to deliver the highest quality images on any screen, while also creating cost efficiencies to streaming companies, broadcasters and other companies that transmit visual data to drive new, recurring revenue and grow its global leadership in entertainment technology. In 2023, the Company formed a new business unit, Streaming and other.Consumer Technology to focus on in-home entertainment technology. The business unit includes the streaming technology acquired in the SSIMWAVE acquisition as well as IMAX Enhanced® products and services.

The Company utilizes AI for image enhancement, streaming technology, and data analysis to improve various aspects of its business. It is actively exploring other global use cases for AI to improve its products, operations, and efficiency.

Commencing in March 2022, in response to numerous sanctions imposed by the United States, Canada and the European Union on companies transacting in Russia and Belarus resulting from ongoing conflict between Russia and Ukraine, the Company suspended its operations in Russia and Belarus. As of December 31, 2023, the IMAX network business includes variable revenues that are primarily derived from film studios54 systems in Russia, eight systems in Ukraine, and exhibitors. Underone system in Belarus, and the Company’s DMR arrangements,backlog includes 14 systems in Russia, one system in Ukraine, and five systems in Belarus with a total fixed contracted value of $22.9 million. In 2022, the Company provides DMR servicesrecorded provisions for potential credit losses against substantially all of its receivables in Russia due to studios in exchange for a percentage of contingent box office receipts. Underuncertainties associated with the ongoing conflict. These receivables relate to existing sale agreements as the Company is not party to any joint revenue sharing arrangements in these countries. In addition, exhibitors in Russia, Ukraine, and Belarus were placed on nonaccrual status for maintenance revenue and finance income. In 2023, due to the resumption of operations throughout Ukraine’s theatrical exhibition industry, as evidenced by the reopening of all IMAX Systems in Ukraine and payments received from exhibitor customers therein, the Company recognized maintenance revenue and finance income in connection with those theaters. The Company closely monitors geopolitical conflicts (including any government sanctions imposed in response thereto) and its effects on the global economy and the Company. (Refer to “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, and Note 2(b) to Consolidated Financial Statements in Part II, Item 8.)

38


On September 7, 2022, Cineworld Group plc (“Cineworld”), the parent company of Regal, and certain of its subsidiaries and Regal CineMedia Holdings, LLC, filed petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas. The Court approved Cineworld’s Plan of Reorganization (the “Plan”) on June 28, 2023, in which Cineworld disclosed that it plans to emerge from the Chapter 11 proceedings on or about July 28, 2023. On August 30, 2023, the Company and Cineworld entered into a Joint Stipulation and Agreed Order which was entered by the Court on September 21, 2023 (the “Stipulation”) pursuant to which Cineworld assumed its global agreement with IMAX (the “Global Agreement”). The Stipulation provides that all amounts owed to IMAX theaterwill be paid by Cineworld and set out a revised timetable for all systems installations required of Cineworld under the Global Agreement. Cineworld has emerged from the Chapter 11 proceedings and the Stipulation finalizes all matters between IMAX and Cineworld as a result of the restructuring. The Company has determined that no additional provision for expected credit losses is required.

SOURCES OF REVENUE

The Company has organized its operating segments into the following two reportable segments: (i) Content Solutions, which principally includes content enhancement and distribution services, and (ii) Technology Products and Services, which principally includes the sale, lease, and maintenance of IMAX Systems. The Company’s activities that do not meet the criteria to exhibitorsbe considered a reportable segment are disclosed within All Other. Additional information is provided in Note 21 to the Consolidated Financial Statements in Part II, Item 8.

Content Solutions

The Content Solutions segment earns revenue principally from the digital remastering of films and other content into IMAX formats for distribution across the IMAX network. To a lesser extent, the Content Solutions segment also earns revenue from the distribution of large-format documentary films and IMAX events and experiences including music, gaming, and sports, as well as the provision of film post-production services.

Film Remastering and Distribution

IMAX Film Remastering is a proprietary technology that digitally remasters films and other content into IMAX formats for distribution across the IMAX network. In a typical film remastering and distribution arrangement, the Company receives a percentage of contingentthe box office receipts. In addition, certainreceipts from a movie studio in exchange for converting a commercial film into the IMAX format and distributing it across the IMAX network. The fee earned by the Company in a typical film remastering and distribution arrangement averages approximately 12.5% of the Company’s sales and sales-type leases require customers to make contingent rent payments that are tied to box office performance, and this contingent rent is included inreceipts (i.e., GBO less applicable sales taxes), except for within Greater China, where the network business.

The theater business includes fixed revenues that are primarily derived from theater exhibitors through eitherCompany receives a sale or sales-type lease arrangementlower percentage of net box office receipts for IMAX theater systems. Sales and sales-type lease arrangements typically require fixed upfront and annual minimum payments. The Company’s theater business also includes fixed revenues that are required under its hybrid theater systems from the joint revenue sharing arrangements segment. In addition, theater exhibitors also pay for associated maintenance, extended warranty services and the provision of aftermarket parts of its system components, and these revenues are included in the theater business.

New business includes revenues from content licensing and distribution fees associated with the Company’s original content investments, virtual reality initiatives, IMAX Home Entertainment, and other new business initiatives that are in the development and/orstart-up phase).

The Company also derives a small portion of other revenues from the film studios for provision of film production services, operation of its owned and operated theaters and camera rentals.

The Company believes that separating the fixed price revenues from the variable sources of revenue, as well as isolating itsnon-core new business initiatives, provides greater transparency into the Company’s performance.

Network Business: DigitalRe-Mastering (IMAX DMR) and Joint Revenue Sharing Arrangements

DigitalRe-Mastering (IMAX DMR)

The Company has developed a proprietary technology, known as IMAX DMR, to digitallyre-mastercertain Hollywood films into due to an import tax.

IMAX digital cinema package format or15/70-format film for exhibition in IMAX theaters at a cost that is incurred by the Company. IMAX DMRFilm Remastering digitally enhances the image resolution of motion picture films for projection on IMAX screens while maintaining or enhancing the visual clarity and sound quality to levels for whichTheIMAXExperience is known. In addition, the original soundtrack of a typical IMAX DMR film arrangement, the Company receives a percentage, which in recent years has averaged approximately 12.5%, of net box office receipts, defined as gross box office receipts less applicable sales taxes, of any commercial films released outside of Greater China in return for converting them to be exhibited across the IMAX DMR formatnetwork is remastered for IMAX digital sound systems. IMAX remastered soundtracks are uncompressed for full fidelity. IMAX sound systems use proprietary loudspeaker systems and distributing them through the IMAX theater network. Within Greater China, the Company receives a lower percentage of box office receipts for certain Hollywood films.proprietary surround sound configurations that ensure every seat in an auditorium is 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 filmmakers andmovie studios have sought IMAX-specific enhancements in recent years to generate interest in and excitement for their films. Such enhancements include shooting select scenesfilms with IMAX cameras to increase the audience’s immersion in the film and takingto take advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio.ratio that delivers up to 26% more image onto a standard IMAX movie screen. In addition, the upcoming filmsMarvel’s Avengers: Infinity Warand the Untitled Avengers Sequel are expectedselect IMAX locations worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, delivering up to be shot in their entireties using IMAX cameras.

The original soundtrack of a film to be released to the IMAX theater network isre-mastered for the IMAX digital sound systems in connection with the IMAX DMR release. Unlike the soundtracks played in conventional theaters, IMAXre-mastered 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.

67% more image. The Company has a Filmed For IMAX® program for select films under which filmmakers craft films from their inception in numerous ways to optimize The IMAX Experience. The program includes incremental and bespoke marketing support, which box office metrics demonstrate audiences respond extremely favorably to, and drives higher market share for IMAX.

Management believes that the growth in international box office remains an important driver of future growth for the Company. During the year ended December 31, 2017, 63.4% of the Company’s gross box office from IMAX DMR films was generated in international markets, as compared to 61.8% in the year ended December 31, 2016. To support continued growth in international markets, the Company is focused on the expansion of the IMAX network and has sought to bolsterelevate its international film strategy, supplementing the Company’s filmits slate of Hollywood DMR titlesfilms with appealing local IMAX DMR releaseslanguage films released in select markets, including China, Japan, India, France and South Korea. More recently, the Company has further diversified its strategy by distributing local language films in both native and foreign markets. During

39


The following table provides detailed information about the films that were released to the Company’s global network during the years ended December 31, 2023 and 2022:

 

 

 

For the Years Ended December 31,

 

 

 

 

2023

 

 

2022

 

Hollywood film releases(1)

 

 

 

36

 

 

 

32

 

Local language film releases:

 

 

 

 

 

 

 

China

 

 

 

28

 

 

 

15

 

Japan

 

 

 

11

 

 

 

8

 

South Korea

 

 

 

9

 

 

 

5

 

India

 

 

 

8

 

 

 

6

 

France

 

 

 

1

 

 

 

1

 

Malaysia

 

 

 

1

 

 

 

 

Thailand

 

 

 

1

 

 

 

 

Indonesia

 

 

 

 

 

 

1

 

Total local language film releases

 

 

 

59

 

 

 

36

 

Total film releases(2)(3)

 

 

 

95

 

 

 

68

 

(1)
Includes one re-released film for the year ended December 31, 2017, 22 local language IMAX DMR2023 (2022 — five).
(2)
For the year ended December 31, 2023, the films including 15 in China, three in Russia, three in Japan and one in India were released to the Company’s global network include eight with IMAX theater network. DNA (2022 — 12).
(3)
Excludes three Alternative Content Experiences in 2023 (2022 — seven).

The Company expects to announce additional local language IMAX DMR films to bedistributed through the Company’s global network during the year ended December 31, 2023 include Oppenheimer, The Super Mario Bros. Movie, The Wandering Earth 2, Guardians of the Galaxy Vol.3, Mission: Impossible - Dead Reckoning Part One, Ant-Man and the Wasp: Quantumania, Fast X, Creation of the Gods I: Kingdom of Storms, Spider-Man: Across the Spider-Verse, and Aquaman and the Lost Kingdom.

To date, in 2024, 18 titles have been released to the global IMAX theater network, in the remainder of 2018including three re-releases, and beyond.

In addition, in conjunction with Marvel and Disney|ABC Television Group, the Companyco-produced and exclusively premiered theatrically the television series “Marvel’s Inhumans” in IMAX theaters.

To date, the Company has announced the following 31 DMRadditional 24 titles to be released in 2018 to the IMAX theater network:2024:

Scheduled

Title

Studio

Release Date(1)

IMAX DNA

Dune: Part II

Warner Bros. Pictures/Legendary Pictures

March 2024

Filmed For IMAX

Kung Fu Panda 4

Universal Pictures

March 2024

Ghostbusters: Frozen Empire

Sony Pictures

March 2024

Godzilla x Kong: The Commuter: TheNew Empire

Warner Bros. Pictures/Legendary Pictures

April 2024

Filmed For IMAXExperience (Lionsgate Entertainment Inc., January 2018);

Civil War

A24

12 Strong:

April 2024

Spy x Family Code:White

Sony Pictures/Crunchyroll

April 2024

TheIMAXExperience( Fall Guy

Universal Pictures

May 2024

Kingdom of The Planet of The Apes

Walt Disney Studios

May 2024

Furiosa

Warner Bros. Pictures January 2018);

May 2024

Bad Boys 4

Sony Pictures

Padmaavat: TheIMAXExperience(Viacom 18 Motion Pictures and

June 2024

Inside Out 2

Walt Disney Studios/Pixar Animation Studios

June 2024

A Quiet Place: Day One

Paramount Pictures January 2018, India, plus limited Domestic footprint and International markets);

June 2024

Despicable Me 4

Universal Pictures

Maze Runner: The Death Cure: The IMAXExperience(20thCentury Fox, January 2018);

July 2024

Twisters

Universal Pictures/Warner Bros. Pictures

Fifty Shades Freed: The IMAX Experience (Universal Pictures, February 2018);

July 2024

Deadpool & Wolverine

Monster Hunt 2: TheIMAX Experience(Edko Films, February 2018, China only);

Detective Chinatown 2: TheIMAXExperience(WanDa Pictures, February 2018, China only);

Operation Red Sea: TheIMAX Experience(Bona Film Group, February 2018, China only);

Marvel’s Black Panther: TheIMAX Experience(

Marvel Studios/Walt Disney Studios February 2018);

July 2024

Alien: Romulus

Red Sparrow: TheIMAXExperience(20th Century Fox, March 2018);

A Wrinkle in Time: The IMAXExperience (Walt

Walt Disney Studios March 2018);

August 2024

Kraven the Hunter

Sony Pictures/Marvel Studios

Tomb Raider: TheIMAXExperience(

August 2024

Beetlejuice 2

Warner Bros. Pictures March 2018);

September 2024

Transformers One

Paramount Pictures

September 2024

Wolfs

Sony Pictures/Apple

September 2024

Joker: Folie à Deux

Warner Bros. Pictures/DC Studios

October 2024

Filmed For IMAX

Venom 3

Sony Pictures

November 2024

Filmed For IMAX

Untitled Gladiator Sequel

Paramount Pictures

November 2024

Wicked – Part 1

Universal Pictures

November 2024

Pacific Rim Uprising: TheIMAXExperience(Warner Bros. Pictures, March 2018);

Ready Player One: The IMAXExperience(Warner Bros. Pictures, March 2018);

Rampage: TheIMAX Experience (Warner Bros. Pictures, April 2018);

Avengers: Infinity War: TheIMAXExperience (Walt Disney Studios, May 2018, most International markets – April 2018);

Deadpool 2: TheIMAX Experience(20th Century Fox, May 2018, select markets only);

Solo: A Star Wars Story: TheIMAX Experience(Walt Disney Studios, May 2018);

The Incredibles 2: The IMAX Experience (Walt Disney Studios, June 2018);

Jurassic World: Fallen Kingdom: TheIMAX Experience(Universal Pictures, June 2018);

Ant-Man and the Wasp: TheIMAX Experience(Walt Disney Studios, June 2018, US markets - July 2018);

Mission Impossible: Fallout: The IMAXExperience (Paramount Pictures, July 2018);

The Darkest Minds: TheIMAX Experience(20th Century Fox, August 2018);

Predator: TheIMAX Experience(20thCentury Fox, September 2018);

Robin Hood: The IMAXExperience (Lionsgate Entertainment Inc., September 2018);

Venom: The IMAXExperience (Sony Pictures Entertainment, October 2018);

X-Men: Dark Phoenix: TheIMAX Experience(20th Century Fox, November 2018);

Fantastic Beasts: The Crimes of Grindelwald: The IMAXExperience(Warner Bros. Pictures, November 2018);

Ralph Breaks the Internet:Wreck-It-Ralph 2: TheIMAXExperience (Walt Disney Studios, December 2018, select markets);

Alita: Battle Angel: An IMAXExperience (20thCentury Fox, December 2018); and

Aquaman: TheIMAX Experience(Warner Bros. Pictures, December 2018).

In addition,

(1)
The scheduled release dates in the Company in conjunction with Panda Productions will be releasing an IMAX original production,Pandas, in April 2018.table above are subject to change, may vary by territory, and may not reflect the date(s) of limited premiere events.

40


The Company remains in active negotiations with all of the major Hollywood studios for additional films to fill out its shortshort- and long-term film slate.slate for the IMAX network. The Company also expects to announce additional local language films and exclusive IMAX events and experiences to be released to its global network throughout 2024 with an expectation to exceed the 59 local language films released in 2023.

Other Content Solutions

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 box office receipts and, following the recoupment of its costs, is typically entitled to receive an additional percentage as participation revenues.

The Company continues to believe that the IMAX network serves as a valuable platform to launch and distribute original content. The ownership rights to such films may be held by the film sponsors, the film investors and/or the Company. As of December 31, 2023, the Company has distribution rights with respect to approximately 60 films, which cover subjects such as space, wildlife, music, sports, history and natural wonders.

In May 2023, the Company announced that Amazon Studios acquired worldwide rights to the Company’s original documentary, The Blue Angels, filmed with IMAX digital certified cameras, and produced in collaboration with Dolphin Entertainment, Bad Robot Productions, and Zipper Bros Films. The documentary is expected to be delivered in the second quarter of 2024. In October 2023, Deep Sky, a documentary on NASA’s Webb Telescope in collaboration with Crazy Boat Pictures Ltd. and filmmaker Nathaniel Kahn, was released to the IMAX network. In July 2023, the Company also announced the start of production of The Elephant Odyssey, a documentary in collaboration with Beach House Pictures Pte Ltd and China International Communications Group, which is expected to be released in 2025.

In addition, the Company continues to evolve its platform to bring new, innovative IMAX events and experiences to audiences worldwide. As of December 31, 2023, the Company has a footprint of 252 connected locations in the IMAX network across the United States, Canada, Europe, and Asia configured with connectivity to deliver live and interactive events with low latency and superior sight and sound.

In 2023, the Company partnered with Metro-Goldwyn-Studios Inc. (“MGM”) for an IMAX premiere event, consisting of red carpet interviews and behind the scenes footage, followed by a special advanced screening of Creed III, which was released across the IMAX global network. The Company also hosted a reunion of the iconic band Talking Heads at the Toronto International Film Festival, followed by a screening of Stop Making Sense,before the movie was released to the IMAX network more broadly. This became the highest grossing IMAX Live event of all time. These events were broadcast live to much of the IMAX Domestic connected network. In January 2024, the Company and Pathé Live in partnership with Mercury Studios and Queen Films released Queen Rock Montreal, a concert from 1981, exclusively in 450 IMAX locations globally.

The Company also provides film post-production and quality control services for large-format films, whether produced by IMAX or third parties, and digital post-production services. In addition, the Company also provides IMAX film and digital cameras to content creators under the IMAX certified camera program.

Technology Products and Services

The Technology Product and Services segment earns revenue principally from the sale or lease of IMAX Systems, as well as from the maintenance of IMAX Systems. To a lesser extent, the Technology Product and Services segment also earns revenue from certain ancillary theater business activities, including after-market sales of IMAX System parts and 3D glasses.

Sales Arrangements

The Company provides IMAX 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 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 IMAX System. Initial fees are paid to the Company in installments typically between the time of signing the arrangement and the time of system installation. Once an IMAX System is installed, the initial fees and the present value of future annual minimum payments, which are financing fees, are recognized as revenue. In addition, in sale arrangements, the present value of the estimated 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. Finance income is recognized over the term of a financed sale or sales-type lease arrangement.

41


In sale arrangements, title to the IMAX 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 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 IMAX System sale or sales-type lease agreements varies from quarter-to-quarter and year-to-year based on a number of factors, including the number and mix of IMAX System configurations sold or leased, the timing of installation of the IMAX Systems, the nature of the arrangement and other factors specific to individual contracts.

Joint Revenue Sharing Arrangements – Contingent Rent

The Company provides IMAX theater systemsSystems to certain of its exhibitor customers underexhibitors through joint revenue sharing arrangements (“JRSA”). The Company has two basic typesUnder the traditional form of joint revenue sharing arrangements: traditional and hybrid.

Under a traditional joint revenue sharing arrangement,these arrangements, the Company provides anthe IMAX theater system toSystem under a customerlong-term lease in return for a portionwhich the Company assumes the majority of the customer’s IMAXequipment and installation costs. In exchange for its upfront investment, the Company, primarily, 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 paymentfee or fixed annual minimum payments. Rental payments as would be required under a sales or sales-type lease arrangement (which is discussed below under “Theater Business”). Payments, which are based on box office receipts,from the customer are required throughout the term of the arrangement and are typically due either monthly or quarterly. Certain maintenance and extended warranty services are provided to the customer for a separate fixed annual fee. The Company retains title to the theater systemIMAX System equipment components throughout the lease term, and the equipment is returned to the Company at the conclusion of the arrangement.

Under a hybridcertain other joint revenue sharing arrangement, by contrast,arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments prior to the delivery and installation of the IMAX theater systemSystem in an amount that is typically half of what the Company would receive from a straighttypical sale transaction. As with a traditional joint revenue sharing arrangement, the customer also pays the Company a portionpercentage of the customer’s IMAXcontingent box office receipts over the term of the arrangement, although thethis percentage of box office receipts owing to the Company is typically half that of a traditional joint revenue sharing arrangement. Hybrid joint revenue sharing arrangements take the form of a sale. The fixed revenues under a hybrid jointupfront payment is recognized when the lease term commences and is recorded within Revenues – Technology Sales. The contingent rent is recognized as revenue

over the lease term and is recorded within Revenues – Technology Rentals.

sharing arrangement are reported in the Company’s theater business operations, while the contingent box office receipts are included in the Company’s network business operations.

Under the majority ofmost joint revenue sharing arrangements (both traditional and hybrid), the initialnon-cancellable term of IMAX theater systems 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 fornon-payment or other defaults by the customer. The contracts arenon-cancellable by the customer unless the Company fails to perform its obligations.

The introduction ofrevenue earned from customers under the Company’s joint revenue sharing arrangements hascan vary from quarter-to-quarter and year-to-year based on a number of factors that drive box office levels including film performance, the mix of IMAX System configurations, the timing of installation of IMAX 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 Maintenance, as discussed below.

Joint revenue sharing arrangements have been an important factor in the expansion of the Company’s commercial theatersystem network. Joint revenue sharing arrangements allow commercial theater exhibitors to install IMAX theater systemsSystems 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 joint revenue sharingthese arrangements pay the Company a portion of their ongoing box office.office receipts. The Company funds its investment in equipment for joint revenue sharing arrangements through cash flows from operations. As atof December 31, 2017,2023, the Company had 747 theaters in operation924 locations under joint revenue sharing arrangements a 16.7% increase as compared to the 640 joint revenue sharing arrangements open as at December 31, 2016.in its global commercial multiplex network. The Company also had contracts in backlog for an additional 337 theaters286 systems under joint revenue sharing arrangements as atof December 31, 2017.2023, including 234 new locations and 52 upgrades to existing locations.

The revenue earned from customers underIMAX Maintenance

IMAX System arrangements also include a requirement for the Company’s joint revenue sharing arrangements can vary from quarterCompany to quarter and year to year based on a number of factors including film performance,provide maintenance services over the mix of theater system configurations, the timing of installation of these theater systems, the naturelife of the arrangement the location, size and management of the theater and other factors specific to individual arrangements.

IMAX Systems – Contingent Rent

The Company’s sales and sales type lease arrangements include contingent rent in excess of fixed minimum ongoing payments. This contingent rent, which is included in the Company’s network business operations, is recognized after the fixed minimum amount per annum is exceeded as driven by box office performance. Contingent payments in excess of fixed minimum ongoing payments of sales or sales type lease arrangements are recognized as revenue when reported by theater operators, provided collectability is reasonably assured. In addition, contingent rent includes amounts realizedexchange for changes in rent and maintenance payments which are indexed to a local consumer price index.

Theater Business: IMAX Systems, Theater System Maintenance and Fixed Fees from Joint Revenue Sharing Arrangements

IMAX Systems

The Company also provides IMAX theater systems to customers on a sales or long-term lease basis, typically with an initial10-year term. These agreements typically require the payment of initial fees and ongoing fees (which can include a fixed minimum amount per annum and contingent fees in excess of the minimum payments), as well as maintenance and extended warranty fees. The initial fees vary depending on the system configuration and location of the theater. Initial fees areannual maintenance fee paid to the Company in installments between the time of system signing 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. Ongoing fees are paid over the term of the contract, commencing after the theater system has been installed, and is a fixed minimum amount per annum. Finance income is derived over the term of a financed sale or sales-type lease arrangement as the unearned income on that financed sale or sales-type lease is earned. Certain maintenance and extended warranty services are provided to the customer for a separate fixed annual fee.

Under the Company’s sales agreements, title to the theater system equipment components passes to the customer. In certain instances, however, the Company retains title or a security interest in the equipment until the customer has made all payments required under the agreement. Under the terms of a sales-type lease agreement, title to the theater system equipment components remains with the Company. The Company has the right to remove the equipment fornon-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 theater systems, the nature of the arrangement and other factors specific to individual contracts.

Joint Revenue Sharing Arrangements – Fixed Fees

As discussed in joint revenue sharing arrangements above, under a hybrid joint revenue sharing arrangement the customer is responsible for making 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 straight sale transaction. These fixed upfront payments are included in the Company’s theater business operations.

Theater System Maintenance

For all IMAX theaters, theater owners or operators are also responsible for paying the Company an annual maintenance and extended warranty fee.exhibitor. Under these arrangements, the Company provides proactivepreventative and emergency maintenance services to every theater in its network 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 theatersystem agreements.

42


All Other

Other Theater Revenues

Additionally,Streaming and Consumer Technology

Streaming and Consumer Technology includes the Company’s Streaming Technology software offerings and IMAX Enhanced product services. Streaming Technology consists of several software products including:

IMAX Stream Smart – works within existing video compression workflows to reduce bitrates and retain picture quality across all devices and formats and deliver significant cost savings.
IMAX StreamAware On-Demand – all-in-one quality assurance and quality control to automate and standardize checks for comprehensive content integrity and regulatory compliance for third-party content libraries, across an entire video compression workflow.
IMAX StreamAware On-Air – real-time monitoring software for live streams, which enables users to monitor video quality across their networks and to identify and address streaming issues.

These AI-powered products allow streaming platforms and broadcasters to automate workflows. The Company generates revenues frombelieves that these products allow users to deliver the salehighest quality viewing experiences to their subscribers while reducing costs.

IMAX Enhanced is a solution to bring The IMAX Experience into the home. IMAX Enhanced provides end-to-end premium technology across streaming content and best-in-class entertainment devices, offering consumers high-fidelity playback of after-market partsimage and 3D glasses.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+;
IMAX’s proprietary remastering technology, which produces more vivid, higher-fidelity 4K HDR images on premium televisions; and
IMAX’s signature sound, which was specially recreated and calibrated for the home 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, smartphones, personal computers, tablets, and more must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee, along with some of Hollywood's leading technical specialist.

Revenue from theater business arrangements is recognized at a different time from when cash is collected. See “Critical Accounting Policies” in Item 1At present, certified global device partners include Sony Electronics, Hisense, TCL, LG, Phillips, Hewlett Packard, Xiaomi, Sound United and Honor, among others. As of December 31, 2023, more than 300 IMAX Enhanced titles have been released across five of the Company’s Form10-Kbiggest streaming platforms worldwide: Disney+, Sony Bravia CORE, Tencent Video, iQiyi and Rakuten TV. Over 15 million IMAX Enhanced certified devices are estimated to be in the market today.

The Company's collaboration with Disney allows fans to stream 20 Disney titles in IMAX's expanded aspect ratio at home on Disney+. The presence of IMAX Enhanced on Disney+ provides strong brand exposure for the year ended December 31, 2017 (the “2017 Form10-K”) for further discussion onIMAX by expanding the Company’s revenue recognition policies.

New Business

in-home entertainment footprint to Disney+ and most of its 150 million global subscribers. The Company is exploring new lines of business outside of its core business,believes that IMAX Enhanced enables an elevated end-to-end experience on Disney+, with a focus on investments in alternativelocation-based entertainment experiences, original content, as well as premium IMAX home entertainment technologies and services.

Virtual Reality

The Companysignature sound coming to subscribers with IMAX Enhanced certified devices. IMAX Enhanced is piloting a comprehensive virtual reality (“VR”) strategy to develop a premium, location-based VR offering to deliver immersive, multi-dimensional experiences, including entertainment content and games, to branded VR centers (“IMAX VR Centers”). Pilot IMAX VR Centers are located in a stand-alone venue and in several multiplexes and are retrofitted with proprietary VR pods that permit interactive, moveable VR experiences. The Company’s VR initiative is premised on a unique combination of premium content, proprietary design andbest-in-class technology.

In January 2017, the Company launched its flagship pilot IMAX VR Center in Los Angeles. Since that time, the Company has opened six pilot IMAX VR Centers (two in New York City, one in Toronto, one in Manchester, England, one in Shanghai, China and one in Bangkok, Thailand). The Company continues to evaluate its pilot VR strategy based on several factors including the overall customer experience, pricing models, throughput, types of content featured and differences in geographic areas.

The Company also has a virtual reality fund (the “VR Fund”) among the Company, its subsidiary IMAX China and other strategic investors. The VR Fund will help finance the creation of interactive VR content experiences over the next three years for use across all VR platforms, including in the pilot IMAX VR Centers. The VR Fund recently helped finance the production of one interactive VR experience, which debuted exclusively in the pilot IMAX VR Centers in November 2017 before being made available to other VR platforms.

Original Content

In 2017, the Company partnered with Marvel Television Inc. (“Marvel”) and Disney|ABC Television Group toco-produce and premiere theatrically the television series “Marvel’s Inhumans” in IMAX theaters. The first two episodes of the series ran worldwide in IMAX theaters for two weeks in September 2017 and subsequently the series premiered on the ABC network in the U.S. and across other networks internationally. As part of the investment,Company's next evolutionary step to extend the Company shares in the economics across the venture,IMAX brand and technology further into new use cases, including in both the theatrical and television platforms. This agreement marks the first time a live-action television series has debuted in this manner,streaming entertainment and the first time the Company has an economic interestconsumer electronics market.

(Refer to “Risk Factors ― Failure to respond adequately or in a television property.

The Company continuestimely fashion to believe that the IMAX network serves as a valuable platform to launchchanges and distribute original content, especially during shoulder periods. However, the Company expects that future investmentsadvancements in original content will be less capital intensive to the Company than its investment in “Marvel’s Inhumans”.

The Company has also created two film funds to help finance the production of original content. The Company is forming the IMAX China Film Fund (the “China Film Fund”) with its subsidiary IMAX China Holding Inc. (“IMAX China”), its partner CMC and several other large investors to help fund Mandarin language commercial films. The China Film Fund, which is expected initially to be capitalized with over $80.0 million, will target productions that can leveragetechnology could negatively affect the Company’s brand, relationships, technology and release windows in China. The China Film Fund is expected toco-finance approximately 15 Mandarin-language tent-pole films over three years, and will target contributions of between $3.0 million and $7.0 million per film. The China Film Fund will operate under an IMAXChina-CMC controlled greenlight committee.business.”)

In addition, the Company’s IMAX Original Film Fund (the “Original Film Fund”) was established in 2014 toco-finance a portfolio of 10 original large format films. The initial investment in the Film Fund was committed to by a third party in the amount of $25.0 million, with the possibility of contributing additional funds. The Company agreed to contribute $9.0 million to the Original Film Fund over five years starting in 2014 and sees the Original Film Fund as a self-perpetuating vehicle designed to generate a continuous flow of high-quality documentary content. As at December 31, 2017, the Original Film Fund has invested $13.4 million toward the development of original films.Other

IMAX Home Entertainment Technologies and Services

The Company hasAll Other also announced home theater initiatives, including a joint venture with TCL Multimedia Technology Holding Limited (“TCL”) to design, develop, manufacture and sell a premium home theater system. The joint venture has signed agreements with end users for the sale of more than 170 premium home theater systems, and has signed agreements with distributors for the sale of more than 470 home theater systems. The Company does not intend to invest significant capital into the joint venture going forward, and instead expects any additional funding to be provided through third party capital.

Beyond its premium home theater, the Company has also developed other components of a broader home entertainment platform designed to permit customers to view content on a premiumvideo-on-demand basis in their home theaters.

Other

The Company is also a distributor of large-format films, primarily for its institutional theater partners. The Company generally distributes films which it produces or for which it has acquired distribution rights from independent producers. The Company receives either a percentage of the theater box office receipts or a fixed amount as a distribution fee.

The Company also provides film post-production and quality control services for large-format films (whether produced internally or externally), and digital post-production services.

The Company derives a small portion of itsincludes revenues from other sources. As at December 31, 2017, the Company had twosources including one owned and operated IMAX theaters (December 31, 2016 — two owned and operated IMAX theaters). In addition, the Company hasSystem in Sacramento, California; a commercial arrangement with one theater resulting in the sharing of profits and losses and provideslosses; the provision of management services to three other theaters. The Company also rents itstheaters; renting the Company’s proprietary 2D and 3D large-format film and digital cameras to third party production companies. The Company maintains cameras and other film equipmentcameras; and also offersoffering production advice and technical assistance to both documentary and Hollywood filmmakers.

43


IMAX NETWORK AND BACKLOG

IMAX Theater Network and Backlog

IMAX Theater Network

The following table outlines the breakdown ofprovides detailed information about the IMAX theater network by system type and geographic location as atof December 31:31, 2023 and 2022:

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

Commercial
Multiplex

 

 

Commercial
Destination

 

 

Institutional

 

 

Total

 

 

 

Commercial
Multiplex

 

 

Commercial
Destination

 

 

Institutional

 

 

Total

 

United States

 

 

363

 

 

 

4

 

 

 

24

 

 

 

391

 

 

 

 

364

 

 

 

4

 

 

 

25

 

 

 

393

 

Canada

 

 

42

 

 

 

1

 

 

 

7

 

 

 

50

 

 

 

 

40

 

 

 

1

 

 

 

7

 

 

 

48

 

Greater China(1)

 

 

791

 

 

 

 

 

 

16

 

 

 

807

 

 

 

 

778

 

 

 

 

 

 

16

 

 

 

794

 

Asia (excluding Greater China)

 

 

166

 

 

 

2

 

 

 

2

 

 

 

170

 

 

 

 

138

 

 

 

2

 

 

 

2

 

 

 

142

 

Western Europe

 

 

126

 

 

 

4

 

 

 

8

 

 

 

138

 

 

 

 

118

 

 

 

4

 

 

 

8

 

 

 

130

 

Latin America(2)

 

 

60

 

 

 

1

 

 

 

8

 

 

 

69

 

 

 

 

55

 

 

 

1

 

 

 

11

 

 

 

67

 

Rest of the World

 

 

145

 

 

 

 

 

 

2

 

 

 

147

 

 

 

 

140

 

 

 

 

 

 

2

 

 

 

142

 

Total(3)

 

 

1,693

 

 

 

12

 

 

 

67

 

 

 

1,772

 

 

 

 

1,633

 

 

 

12

 

 

 

71

 

 

 

1,716

 

  2017 Theater Network  2016 Theater Network 
  Commercial
Multiplex
  Commercial
Destination
  Institutional  Total  Commercial
Multiplex
  Commercial
Destination
  Institutional  Total 

United States

  364   4   35   403   349   5   41   395 

Canada

  37   2   7   46   37   2   7   46 

Greater China(1)

  527   —     17   544   407   —     17   424 

Asia (excluding Greater China)

  100   1   3   104   93   2   3   98 

Western Europe

  88   4   10   102   76   6   10   92 

Russia & the CIS

  58   —     —     58   56   —     —     56 

Latin America(2)

  42   —     12   54   38   —     12   50 

Rest of the World

  56   1   2   59   51   1   2   54 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  1,272   12   86   1,370   1,107   16   92   1,215 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(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 locations.

(1)Greater China includes China, Hong Kong, Taiwan and Macau.
(2)Latin America includes South America, Central America and Mexico.

The Company believes that over time itsIMAX currently estimates a worldwide commercial multiplex theater network could grow to approximately 2,855addressable market of 3,619 locations, of which there are 1,693 IMAX theaters worldwide from 1,272 commercial multiplex IMAX theatersSystems operating as of December 31, 2017.2023, representing a market penetration of only 46.8%. The Company believes that the majority of its future growth will come from international markets. As atof December 31, 2017, 67.2%2023, 76% of IMAX theater systemsSystems in operation were located within international markets (defined as all countries other than the United States and Canada), up from 63.7% as at December 31, 2016. (2022 ― 74%). Revenues and gross box officeGBO derived from outside the United States and Canadainternational markets continue to exceed revenues and gross box officeGBO from the United States and Canada. Risks associated with

For 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 Item 1A of Part I of this 2017 Form10-K.

Greater China continues to beyear ended December 31, 2023, the Company’s second largest market, measured by revenues, with approximately 33% of overall revenues generated from the Company’sits Greater China operations represents 25% of consolidated revenue, compared to 24% in 2017.2022 and 44% in 2021. Restrictions resulting from the COVID-19 pandemic significantly impacted operations in China in 2022 and 2023. As atof December 31, 2017,2023, the Company had 544 theaters807 IMAX Systems operating in Greater China with an additional 309 theaters206 systems in backlog that are scheduled to be installed in Greater China by 2022.backlog. The Company’s backlog in Greater China represents 61.9% of the Company’s current backlog. The Company’s largest single international partnership is in China with Wanda Film, formerly Wanda Cinema Line Corporation (“Wanda”). Wanda’s total, commitment to the Company is for 359 theater systems in Greater China (of which 343 theater systems are under the parties’ joint revenue sharing arrangement). See Risk Factors – “The Company faces risks in connection with the continued expansion46% of its business in China” in Item 1A of Part I of this 2017 Form10-K.

total current backlog, including system upgrades.

The following table outlinestables provide detailed information about the breakdown ofcommercial multiplex locations in operation within the Commercial Multiplex theaterIMAX network by arrangement type and geographic location as atof December 31, 2023 and 2022:

 2017 

 

December 31, 2023

 

 IMAX Commercial Multiplex Theater Network 

 

Commercial Multiplex Locations in IMAX Network

 

 Traditional JRSA Hybrid JRSA Total JRSA Sale / Sales-
type lease
 Total 

 

Traditional
JRSA

 

 

Hybrid
JRSA

 

 

Sales Arrangements(1)

 

 

Total

 

Domestic Total (United States & Canada)

 273  4  277  124  401 

 

 

272

 

 

 

6

 

 

 

127

 

 

 

405

 

 

 

  

 

  

 

  

 

  

 

 

International:

     

 

 

 

 

 

 

 

 

 

Greater China

 260  80  340  187  527 

 

 

410

 

 

 

109

 

 

 

272

 

 

 

791

 

Asia (excluding Greater China)

 35  23  58  42  100 

 

 

44

 

 

 

8

 

 

 

114

 

 

 

166

 

Western Europe

 31  24  55  33  88 

 

 

41

 

 

 

15

 

 

 

70

 

 

 

126

 

Russia & the CIS

  —     —     —    58  58 

Latin America

  —     —     —    42  42 

 

 

2

 

 

 

 

 

 

58

 

 

 

60

 

Rest of the World

 14  3  17  39  56 

 

 

17

 

 

 

 

 

 

128

 

 

 

145

 

 

 

  

 

  

 

  

 

  

 

 

International Total

 340  130  470  401  871 

 

 

514

 

 

 

132

 

 

 

642

 

 

 

1,288

 

 

 

  

 

  

 

  

 

  

 

 

Worldwide Total

 613  134  747  525  1,272 
 

 

  

 

  

 

  

 

  

 

 
 2016 
 IMAX Commercial Multiplex Theater Network 
 JRSA Hybrid JRSA Total JRSA Sale / Sales-
type lease
 Total 

Domestic Total (United States & Canada)

 262  4  266  120  386 
 

 

  

 

  

 

  

 

  

 

 

International:

     

Greater China

 195  66  261  146  407 

Asia (excluding Greater China)

 34  20  54  39  93 

Western Europe

 21  23  44  32  76 

Russia & the CIS

  —     —     —    56  56 

Latin America

  —     —     —    38  38 

Rest of the World

 13  2  15  36  51 
 

 

  

 

  

 

  

 

  

 

 

International Total

 263  111  374  347  721 
 

 

  

 

  

 

  

 

  

 

 

Worldwide Total

 525  115  640  467  1,107 
 

 

  

 

  

 

  

 

  

 

 

Worldwide Total(2)

 

 

786

 

 

 

138

 

 

 

769

 

 

 

1,693

 

As at

44


 

 

December 31, 2022

 

 

 

Commercial Multiplex Locations in IMAX Network

 

 

 

Traditional
JRSA

 

 

Hybrid
JRSA

 

 

Sales Arrangements(1)

 

 

Total

 

Domestic Total (United States & Canada)

 

 

276

 

 

6

 

 

122

 

 

404

 

International:

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

 

 

401

 

 

112

 

 

265

 

 

778

 

Asia (excluding Greater China)

 

 

37

 

 

5

 

 

96

 

 

138

 

Western Europe

 

 

47

 

 

28

 

 

43

 

 

118

 

Latin America

 

 

2

 

 

 

 

53

 

 

55

 

Rest of the World

 

 

17

 

 

 

 

123

 

 

140

 

International Total

 

 

504

 

 

145

 

 

580

 

 

1,229

 

Worldwide Total(2)

 

 

780

 

 

151

 

 

702

 

 

 

1,633

 

(1)
Includes Sales, Hybrid Sales and Sales-Type Lease deal types.
(2)
Period-to-period changes in the tables above are reported net of permanently closed systems.

Backlog

The following table provides detailed information about the Company’s system backlog as of December 31, 2017, 277 (2016 – 266) of the 747 (2016 – 640) theaters2023 and 2022:

 

 

December 31, 2023

 

 

 

December 31, 2022

 

 

 

 

Number of

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

Systems

 

 

 

Dollar Value

 

 

 

Systems

 

 

 

Dollar Value

 

 

(In thousands of U.S. Dollars, except number of systems)

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

Sales Arrangements (1)

 

 

148

 

 

 

 

16

 

 

 

$

158,318

 

 

 

$

16,068

 

 

 

 

149

 

 

 

 

13

 

 

 

$

165,176

 

 

 

$

14,362

 

 

Hybrid JRSA(2)

 

 

102

 

 

 

 

1

 

 

 

 

76,173

 

 

 

 

910

 

 

 

 

116

 

 

 

 

4

 

 

 

 

86,215

 

 

 

 

3,235

 

 

Traditional JRSA(2)(3)

 

 

132

 

 

 

 

51

 

 

 

 

425

 

 

 

 

1,975

 

 

 

 

96

 

 

 

 

72

 

 

 

 

200

 

 

 

 

2,900

 

 

 

 

382

 

 

 

 

68

 

 

 

$

234,916

 

 

 

$

18,953

 

 

 

 

361

 

 

 

 

89

 

 

 

$

251,591

 

 

 

$

20,497

 

 

(1)
Includes Sales, Hybrid Sales and Sales-Type Lease deal types.
(2)
The consideration owed under joint revenue sharing arrangements in operation, or 37.1% (2016 – 41.6%) were located in the United States and Canada, with the remaining 470 (2016 – 374) or 62.9% (2016 – 58.4%) of arrangements being located in international markets.

Sales Backlog

The Company’s current sales backlog is as follows:

   December 31, 2017  December 31, 2016 
   Number of
Systems
  Fixed
Contractual
Dollar Value
(in thousands)
  Number of
Systems
  Fixed
Contractual
Dollar Value
(in thousands)
 

Sales and sales-type lease arrangements

   162  $205,001   143  $175,331 

Joint revenue sharing arrangements

     

Hybrid arrangements

   121   64,328(1)   92   48,658(1) 

Traditional arrangements

   216   11,942(1)   263   3,680(1) 
  

 

 

  

 

 

  

 

 

  

 

 

 
   499(2)  $281,271   498(3)  $227,669 
  

 

 

  

 

 

  

 

 

  

 

 

 

(1)Reflects contractual payments. Future contingent payments are not reflected as these are based on negotiated shares of box office results.
(2)Includes 32 laser-based digital theater system configurations, including 5 upgrades.
(3)Includes 20 laser-based digital theater system configurations, including 3 upgrades.

The number of theater systems in the backlog reflects the minimum number of commitments under signed contracts. The dollar value fluctuates depending on the number of new theater system arrangements signed from year to year, which adds to backlog, and the installation and acceptance of theater systems and the settlement of contracts, both of which reduce backlog. Sales backlog typically represents the fixed contracted revenue under signed theater system sale and lease agreements that the Company believes will be recognized as revenue upon installation and acceptance of the associated theater. Sales backlog includes initial fees along with the estimated present value of contractual ongoing fees due over the term; however, it excludes amounts allocated to maintenance and extended warranty revenues as well as fees (contingent rent) in excess of contractual ongoing fees that may be received in the future. The value of sales backlog does not include revenue from theaters in which the Company has an equity interest, operating leases, letters of intent or long-term conditional theater commitments. The value of theaters undertraditional joint revenue sharing arrangements is excluded from thetypically a percentage of contingent box office receipts rather than a fixed upfront fee or fixed annual minimum payments. Accordingly, such arrangements do not usually have a dollar value of sales backlog, although certain theater systems underin backlog; however, hybrid joint revenue sharing arrangements typically provide for contracted upfront payments and therefore carry a backlog value based on those payments.

(3)
Includes 30 IMAX Systems (2022 ― 38) where certain of the Company’s contracts contain options for the customer to elect to upgrade system type 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 backlog reflects the minimum number of commitments for IMAX Systems according to the 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 Systems and the settlement of contracts, both of which reduce backlog. The dollar value of backlog typically represents the fixed contracted revenue according to the signed IMAX 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 systems in which the Company has an equity interest, operating leases, and long-term conditional theater commitments. The Company believes that the contractual obligations for theater systemIMAX System installations that are listed in sales backlog are valid and binding commitments.

45


From time to time, in the normal course of its business, the Company will have customers who are unable to proceed with a theater systeman IMAX 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.

(Refer to “Risk Factors ― The Company may not convert all of its backlog into revenue and cash flows.” in Part I, Item 1A.)

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 table outlinestables provide detailed information about the breakdown of the totalCompany’s system backlog by arrangement type and geographic location as atof December 31:31, 2023 and 2022:

 

 

December 31, 2023

 

 

 

 

IMAX System Backlog

 

 

 

 

Traditional
JRSA

 

 

Hybrid
JRSA

 

 

Sales Arrangements(1)

 

 

Total

 

 

Domestic Total (United States & Canada)

 

 

81

 

 

 

2

 

 

 

12

 

 

 

95

 

 

International:

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

 

 

56

 

 

 

90

 

 

 

60

 

 

 

206

 

 

Asia (excluding Greater China)

 

 

24

 

 

 

7

 

 

 

21

 

 

 

52

 

 

Western Europe

 

 

16

 

 

 

3

 

 

 

18

 

 

 

37

 

 

Latin America

 

 

3

 

 

 

 

 

 

2

 

 

 

5

 

 

Rest of the World

 

 

3

 

 

 

1

 

 

 

51

 

 

 

55

 

 

International Total

 

 

102

 

 

 

101

 

 

 

152

 

 

 

355

 

 

Worldwide Total

 

 

183

 

 

 

103

 

 

 

164

 

 

 

450

 

(2)

  2017 

 

December 31, 2022

 

 

  IMAX Theater Backlog 

 

IMAX System Backlog

 

 

  JRSA   Hybrid JRSA   Total JRSA   Sale / Lease   Total 

 

Traditional
JRSA

 

 

Hybrid
JRSA

 

 

Sales Arrangements(1)

 

 

Total

 

 

Domestic Total (United States & Canada)

   37    3    40    9    49 

 

 

101

 

 

 

2

 

 

 

9

 

 

 

112

 

 

  

 

   

 

   

 

   

 

   

 

 

International:

          

 

 

 

 

 

 

 

 

 

 

Greater China

   134    102    236    73    309 

 

 

42

 

 

 

93

 

 

 

69

 

 

 

204

 

 

Asia (excluding Greater China)

   6    11    17    20    37 

 

 

3

 

 

 

13

 

 

 

26

 

 

 

42

 

 

Western Europe

   33    4    37    8    45 

 

 

17

 

 

 

11

 

 

 

3

 

 

 

31

 

 

Latin America

   —      —      —      17    17 

 

 

3

 

 

 

 

 

 

3

 

 

 

6

 

 

Rest of the World

   6    1    7    35    42 

 

 

2

 

 

 

1

 

 

 

52

 

 

 

55

 

 

  

 

   

 

   

 

   

 

   

 

 

International Total

   179    118    297    153    450 

 

 

67

 

 

 

118

 

 

 

153

 

 

 

338

 

 

  

 

   

 

   

 

   

 

   

 

 

Worldwide Total

   216    121    337    162    499 

 

 

168

 

 

 

120

 

 

 

162

 

 

 

450

 

(3)

  

 

   

 

   

 

   

 

   

 

 
  2016 
  IMAX Theater Backlog 
  JRSA   Hybrid JRSA   Total JRSA   Sale / Lease   Total 

Domestic Total (United States & Canada)

   48    3    51    10    61 
  

 

   

 

   

 

   

 

   

 

 

International:

          

Greater China

   199    76    275    59    334 

Asia (excluding Greater China)

   4    8    12    20    32 

Western Europe

   7    5    12    6    18 

Russia & the CIS

   —      —      —      18    18 

Latin America

   —      —      —      15    15 

Rest of the World

   5    —      5    15    20 
  

 

   

 

   

 

   

 

   

 

 

International Total

   215    89    304    133    437 
  

 

   

 

   

 

   

 

   

 

 

Worldwide Total

   263    92    355    143    498 
  

 

   

 

   

 

   

 

   

 

 

(1)
Includes Sales, Hybrid Sales and Sales-Type Lease deal types.
(2)
Includes 239 new IMAX Laser Systems and 73 upgrades of existing locations to IMAX Laser Systems.
(3)
Includes 200 new IMAX Laser Systems and 89 upgrades of existing locations to IMAX Laser Systems.

Approximately 90.2%79% of IMAX theater systemSystem arrangements in backlog as atof December 31, 20172023 are scheduled to be installed in international markets (2016 – 87.8%(2022 ― 75%).

46


Signings and Installations

The following reflects the Company’s theater systemtables provide detailed information about IMAX System signings and installations:installations for the years ended December 31, 2023 and 2022:

 

 

Years Ended December 31,

 

 

 

 

2023

 

 

 

2022

 

 

System Signings:

 

 

 

 

 

 

 

 

Sales Arrangements(1)

 

 

64

 

 

 

 

21

 

 

Hybrid JRSA

 

 

 

 

 

 

3

 

 

Traditional JRSA

 

 

65

 

 

 

 

23

 

 

Total IMAX System signings(2)

 

 

129

 

 

 

 

47

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 

2023

 

 

 

2022

 

 

System Installations(3):

 

 

 

 

 

 

 

 

Sales Arrangements(1)

 

 

70

 

 

 

 

38

 

 

Hybrid JRSA

 

 

5

 

 

 

 

8

 

 

Traditional JRSA

 

 

53

 

 

 

 

46

 

 

Total IMAX System installations(4)

 

 

128

 

 

 

 

92

 

 

   Years Ended December 31, 
   2017  2016 

Theater System Signings:

   

Full new sales and sales-type lease arrangements

   85   61 

New traditional joint revenue sharing arrangements

   35   246 

New hybrid joint revenue sharing arrangements

   50   7 
  

 

 

  

 

 

 

Total new theaters

   170   314 

Upgrades of IMAX theater systems

   7   5 
  

 

 

  

 

 

 

Total theater signings

   177   319 
  

 

 

  

 

 

 
   Years Ended December 31, 
   2017  2016 

Theater System Installations:

   

Full new sales and sales-type lease arrangements

   60   56(1) 

New traditional joint revenue sharing arrangements

   86   76 

New hybrid joint revenue sharing arrangements

   19   33 

Short-term operating lease arrangement

   —     1 
  

 

 

  

 

 

 

Total new theaters

   165   166 

Upgrades of IMAX theater systems

   5(2)   16(2)(3) 
  

 

 

  

 

 

 

Total theater installations

   170   182 
  

 

 

  

 

 

 

(1)Includes one used theater system.
(2)Includes four laser-based digital systems under sales and sales-type lease arrangements and one under a traditional joint revenue sharing agreement (2016 – 12 laser-based digital systems under sales and sales-type lease arrangements and two under traditional joint revenue sharing arrangements).
(3)Includes two installations of an upgrade to a xenon-based digital system under sales arrangements.

The

(1)
Includes Sales, Hybrid Sales and Sales-Type Lease deal types.
(2)
Includes 21 IMAX System upgrades (2022 ― 17 upgrades).
(3)
Three IMAX Xenon Systems were relocated from their original location (2022 ― 12). When a system under a sale or sales-type lease arrangement is relocated, the amount of revenue earned by the Company anticipates that it will install approximately 145may vary from transaction-to-transaction and is usually less than the amount earned for a new theater systems (excludingsale. In certain situations when a system is relocated, the original location is upgraded to an IMAX Laser System.
(4)
Includes 42 IMAX System upgrades (2022 ― 36 upgrades) in 2018. The Company cautions, however, that theater system installations may slip from period to period over the course of the Company’s business, usually for reasons beyond its control.

.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company prepares its consolidatedpreparation of financial statements and related disclosures in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).

The preparation of these consolidated financial statements requires management to make estimatesjudgments, assumptions, and judgments under its accounting policiesestimates that affect the financial results. The precision of theseamounts reported in the Company’s Consolidated Financial Statements and accompanying notes. Management’s judgments, assumptions, and estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes.

Management bases its estimatesare based on historical experience, future expectations, and other assumptionsfactors that are believed to be reasonable atas of the date of the consolidated financial statements.Company’s Consolidated Financial Statements. Actual results may ultimately differ from thesethe Company’s original estimates, due to uncertainty involved in measuring, at a specific point in time,as future events which are continuous in nature, 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 discusseddescribed in noteNote 2 to its audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report for the Fiscal Year ended December 31, 2017 (this “2017Form 10-K”). Management considers an accounting policy to be critical if it is important to its financial condition and results, and requires significant judgments and estimates.

8.

The Company considers the following significant estimates, assumptions and judgments to have the most significant effect on its results:

Revenue Recognition

ApplicationThe application of the various accounting principles under U.S. GAAP related to the measurement and recognition of revenue requires the Companymanagement to make judgments and estimates. Contract arrangementsIn addition, revenue contracts with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company believes that revenue recognition is critical for its financial statements because consolidated net income is directly affected by the timing of revenue recognition

Multiple Element ArrangementsIMAX Systems

The Company’s revenue arrangements with certain customers may involve multiple elements consisting of a theater system (projector, sound system, screen system and, if applicable, 3D glasses cleaning machine); services associated with the theater system including theater design support, supervision of installation, and projectionist training; a license to use the IMAX brand; 3D glasses; maintenance and extended warranty services; and licensing of films. The Company evaluates all elementseach of the performance obligations in an IMAX System arrangement to determine whatwhich are considered typical deliverablesdistinct, either individually or in a group, for accounting purposes and which of the deliverables represent separate units of accounting based on the applicable accounting guidanceperformance obligations. The transaction price in the Leases Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”); the Guarantees Topic of the FASB ASC; the Entertainment – Films Topic of the FASB ASC; and the Revenue Recognition Topic of the FASB ASC. If separate units of accounting are either required under the relevant accounting standards or determined to be applicable under the Revenue Recognition Topic, the total consideration received or receivable in thean IMAX 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 applicable guidance inCompany sells the above noted standards.good or service separately.

Theater Systems47


The Company has identifiedCompany’s “System Obligation” consists of the projection system,following: (i) an IMAX System, which includes the projector, sound system, screen system and, if applicable, a 3D glasses cleaning machine,machine; (ii) services associated with the IMAX System, including theater design support, the supervision of installation services, and projectionist trainingtraining; and the(iii) a license to use of the IMAX brand to bemarket the location. The System Obligation, as a single deliverablegroup, 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 a single unit of accounting (“the customer enter into an arrangement.

The Company has established standalone prices for the System Deliverable”). When an arrangement does not include all the elements of a System Deliverable, the elements of the System Deliverable included in the arrangement are considered by the Company to be a single deliverableObligation and a single unit of accounting.

The Company uses vendor-specific objective evidence of selling price (VSOE) when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. VSOE is established for the Company’s System Deliverable, maintenance and extended warranty services, andas well as for film license arrangements. The Company uses a best estimate of selling price (BESP)an adjusted market assessment approach for units of accountingseparate performance obligations that do not have VSOEstandalone selling prices or third-party evidence of estimated standalone selling price.prices. The Company determines BESP for a deliverable by consideringconsiders multiple factors including the Company’sits historical pricing practices, product class, market competition and geography.

Revenue allocated toConstraints on the Recognition of Variable Consideration

The transaction price for the System Deliverable is recognized in accordance withObligation, other than for IMAX Systems delivered pursuant to joint revenue sharing arrangements, consists of upfront or initial payments made before and after the Revenue Recognition Topicfinal installation of the FASB ASC, when allsystem and ongoing payments throughout the term of the following conditions have been met: (i)arrangement. The Company estimates the projector, sound system and screen system have been installed and aretransaction price, including an estimate of future variable consideration, received in full working condition, (ii)exchange for the 3D glasses cleaning machine, if applicable, has beengoods delivered (iii) projectionist training has been completed, and (iv)or services rendered. The arrangement for the earliersale of (a) receipt of written customer acceptance certifyingan IMAX System includes indexed minimum payment increases over the completion of installation andrun-in testingterm of the equipment andarrangement, as well as the completionpotential 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 projectionist training or (b) public openingtheir box office receipts over the term of the theater, provided there is persuasive evidencearrangement. These contract provisions are considered to be variable consideration. An estimate of an arrangement, the price is fixed or determinable and collectability is reasonably assured.

The initial revenue recognized consists of the initial payments received and the present value of anysuch 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.

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 initial paymentscommercial 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 location, which are developed using historical box office data for that location and, fixed minimum ongoing payments that have been attributedif necessary, comparable locations and territories. Using this data, management applies its understanding of these location 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 unitestimate 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, are used. The resulting amount of accounting. Contingent payments in excessvariable consideration is then recorded at its present value as of the fixed minimum ongoing payments are recognized when reported by theater operators, provided collectability is reasonably assured.

date of recognition using a risk-weighted discount rate. The Company has also agreed,reviews its variable consideration assets on occasion, to sell equipment under lease or at the endleast 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 a lease term. Consideration agreed to for these lease buyouts is included in revenues from equipment and product sales, when persuasive evidence of an arrangement exists, the fees are fixed or determinable, collectability is reasonably assured and title to the theater system passes from the Company to collect its accounts receivable, financing receivables, and variable consideration receivables is dependent on the customer.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.

Film ProductionThe Company develops its estimate of credit losses by class of receivable and IMAX DMR Servicescustomer 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.

In certain film arrangements,Judgments regarding the Company produces a film financed by third parties, whereby the third party retains the copyrightcollectability of accounts receivable, financing receivables, and variable consideration receivables, and the Company obtains exclusive distribution rights. Under these arrangements, the Company is entitled to receive a fixed fee or to

retain as a fee the excessamount of funding over cost of production (the “production fee”). The third parties receive a portionany required allowance for credit losses, are based on management’s initial credit evaluation of the revenues received bycustomer and the Company from distributing the film, which is charged to costs and expenses applicable to revenues-services. The production fees are deferred, and recognized as a reduction in the costregular ongoing monitoring of the film, basedcredit quality of each customer. This monitoring process includes an analysis of collections history and aging for each customer, as well as meetings on the ratio of the Company’s distribution revenues recognizedat least a monthly basis to identify credit concerns and potential changes in the current period to the ultimate distribution revenues expected from the film.

Revenues from digitallyre-mastering (IMAX DMR) films where third parties owncredit quality classification. A customer may improve their credit quality classification once a substantial payment is made on an overdue balance or hold the copyrights and the rights to distribute the film are derived in the form of processing fees and recoupments calculated as a percentage ofbox-office receipts generated from there-mastered films. Processing fees are recognized as Service revenues when the performance of the relatedre-mastering service is completed, provided there is persuasive evidence of an arrangement, the fee is fixed or determinablecustomer has agreed to a payment plan and collectability is reasonably assured. Recoupments, calculated as a percentage ofbox-office receipts,payments have commenced in accordance with that plan. Changes in credit quality classification are recognized as Services revenues whenbox-office receipts are reported by the third party that owns or holds the related film rights, provided collectability is reasonably assured.dependent upon management approval.

Losses on film production and IMAX DMR services are recognized as costs and expenses applicable to revenues-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 and the cost of IMAX DMR services.48


Allowances for Accounts Receivable and Financing Receivables

Allowances for doubtful accounts receivableManagement’s judgments regarding expected credit losses are based on the Company’s assessment offacts available to management at the collectability of specific customer balances, which is based upon a review of the customer’s credit worthiness, past collection history and the underlying asset value of the equipment, where applicable. Interest on overdue accounts receivable is recognized as income as the amounts are collected.

The Company monitors the performance of the theaters to which it has leased or sold theater systems which are subject to ongoing payments. When facts and circumstances indicate that there is a potential impairment in the accounts receivable, net investment in lease or a financing receivable, the Company will evaluate the potential outcome of either a renegotiation involving changes in the terms of the receivable or defaults on the existing lease or financed sale agreements. The Company will record a provision if it is considered probabletime that the Company will be unable to collect all amounts due underConsolidated Financial Statements are prepared and involve estimates about the contractual termsfuture. As a result, the Company’s judgments and associated estimates of the arrangement or a renegotiated lease amount will cause a reclassification of the sales-type lease to an operating lease.

These provisions are adjusted when there is a significant change in the amount or timing of the expected future cash flows or when actual cash flows differ from cash flow previously expected. While such credit losses have historically been withinmay ultimately prove, with the Company’s expectations and the provisions established, the Company cannot guarantee that it will continuebenefit of hindsight, to experience the same credit loss rates that it has in the past. Changes in the underlying financial condition of its customers could result in a material impact on the Company’s consolidated results of operation and financial position.be incorrect.

Inventories

The Company records write-downs for excess and obsolete inventory based upon current estimates ofmanagement’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, signings in negotiation, growth prospects within the customers’ ultimate marketplace, and anticipated market acceptance of the Company’s current and pending theater systems.IMAX Systems.

(Refer to Note 8 to Consolidated Financial Statements in Part II, Item 8.)

Asset Impairments

The Company performsGoodwill

Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in a qualitative, and when necessary quantitative,business combination. Goodwill is not amortized but is tested annually for impairment test on its goodwill on an annual basis, coincident with theyear-end, as well as in quarters where events or changes in circumstances suggest that the carrying amount may not be recoverable.

Goodwill impairment is assessed 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 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 comparingwhich the reporting unit’s carrying value, including goodwill, to theexceeds its fair value. The carrying value of the unit. The Company completedeach reporting unit is based on a full quantitative analysis as required by ASC 350 – “Intangibles – Goodwillsystematic and Other” (Step 1) in 2014. The carrying values of each unit are subject to allocationsrational allocation of certain assets and liabilities that the Company has applied in a systematic and rational manner.liabilities. The fair value of the Company’s unitseach reporting unit is assessed using a discounted cash flow model.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 is constructed usingare derived based on the Company’s budgetestimated weighted average cost of capital. These estimates and long-range plan as a base. The Company performs a qualitative assessment of its reporting units and certain select quantitative calculations against its current long range plan to determine whether it is more likely than not (that is, athe likelihood of more than 50 percent) that the fair valuefuture changes in these estimates depend on a number of underlying variables and a reporting unit is less than its carrying amount (Step 0).

range of possible outcomes. Actual results may materially differ from management’s estimates.

Long-Lived Assets

Long-lived assetassets are grouped and reviewed for impairment testing is performed at the lowest level of an asset group atfor which identifiable cash flows are largely independent.independent whenever events or changes in circumstances indicate that the carrying amount of the asset (or asset group) may not be recoverable. In performing its review for recoverability, the Company estimates thesuch situations, long-lived assets are considered impaired when estimated future cash flows expected to result(undiscounted and without interest charges) resulting from the use of the asset or(or asset groupgroup) and its eventual disposition. If the sum of the expected future cash flows isdisposition are less than the carrying amountvalue of the asset or(or asset group, an impairment loss is recognized in the consolidated statement of operations. Measurement of the impairment loss is based on the excess of the carrying amount ofgroup). In such situations, the asset or(or asset group over thegroup) is written down to its fair value, calculated using discounted expected future cash flows.

The Company’s estimates of future cash flows involve anticipating future revenue streams, which contain many assumptions that are subject to variability, as well as estimates for future cash outlays, the amounts of which, and the timing of which are both uncertain. Actual results that differ from the Company’s budget and long-range plan could result in a significantly different result to an impairment test, which could impact earnings.

The Company’s investment in debt securities classified as anavailable-for-sale investment has unrealized holding gains and losses which is excluded from earnings and reported in other comprehensive income until realized. Realization occurs upon the sale of a portion of or the entire investment. The investment is impaired if the value is not expected to recover based on the length of time and extent to which the market value has been less than cost. Furthermore, when the Company intends to sell a specifically identified beneficial interest, a write-down for other-than-temporary impairment shall be recognized in earnings.

Pension Plan Assumptions

The Company’s pension plan obligations and related costs are calculated using actuarial concepts, within the framework of the Compensation – Retirement Benefits Topic of the FASB ASC. A critical assumption to this accounting is the discount rate. The Company evaluates this critical assumption annually or when otherwise required to by accounting standards. Other assumptions include factors such as expected retirement date, mortality rate, rate of compensation increase, and estimates of inflation.

The discount rate enables the Company to state expected future cash payments for benefits as a present value on the measurement date. The guideline for setting this rate is a high-quality long-term corporate bond rate. A lower discount rate increases the present value of benefit obligations and increases pension expense. The Company’s discount rate was determined by considering the average of pension yield curves constructed fromestimated future cash flows. Factors that are considered when evaluating long-lived assets for impairment include a large population of high-quality corporate bonds. The resulting discount rate reflects the matching of plan liability cash flows to the yield curves.

The discount rate used is a key assumption in the determination of the pension benefit obligation and expense. A 1.0% change in the discount rate used would result in a $2.2 million reduction or a $2.6 million increase in the pension benefit obligation with a corresponding benefit or charge recognized in other comprehensive income in the year.

Deferred Tax Asset Valuation

As at December 31, 2017, the Company had net deferred income tax assets of $30.7 million. The Company’s management assesses realization of its deferred tax assets based on all available evidence in order to conclude whethercurrent expectation that it is more likely than not that the deferred tax assetslong-lived asset will be realized. Available evidence considered bysold significantly before the Company includes, butend 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 limitedrecoverable, the film asset is written down to its fair value.

Valuation of Identifiable Intangible Assets Acquired

Management applies significant judgment in estimating the fair value of intangible assets. The estimates used to value the identifiable intangible assets acquired through the acquisition of SSIMWAVE are based in part on historical experience and information obtained from the management of the acquired business. The developed technology and in-process research and development acquired are valued utilizing income approaches, notable relief from royalty and multi-period excess earnings methods using discounted cash flow models. The significant estimates used in valuing these intangible assets include assumptions related to revenue and gross margin forecasts, attrition rate, royalty rate and discount rates. The estimates of fair value are based on assumptions believed to be reasonable at that time. If management made different estimates or judgments, material differences in the fair values of the net assets acquired may result.

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The estimates of fair value are based on assumptions believed to be reasonable at that time. If management made different estimates or judgments, material differences in the fair values of the net assets acquired may result.

(Refer to Note 4 to Consolidated Financial Statements in Part II, Item 8.)

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 below. The IMAX LTIP is the Company’s historical operating results, projected future operating results, reversing temporary differences, contracted sales backlog at December 31, 2017, changing business circumstances,governing document and the abilityawards to realize certain deferred tax assets through lossemployees, directors, and tax credit carry-back and carry-forward strategies.

When there is a change in circumstances that causes a change in judgment about the realizabilityconsultants under this plan may consist of the deferred tax assets, the Company would adjust the applicable valuation allowance in the period when such change occurs.

Tax Exposures

The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, the Company adjusts tax expense to reflect the Company’s ongoing assessments of such matters which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The Company provides for such exposures in accordance with Income Taxes Topic of the FASB ASC.

Stock-Based Compensation

The Company’s stock-based compensation generally includes stock options, and restricted share units (“RSUs”)., performance stock units (“PSUs”) and other awards. A separate share-based compensation plan, the China LTIP, was adopted by a subsidiary of the Company in October 2012.

The Company estimatesmeasures share-based compensation expense using the grant date fair value of stock optionthe 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 dateachievement of certain Adjusted EBITDA 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 Adjusted 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 Adjusted EBITDA PSU award or 150% of the initial TSR PSU award, depending upon actual performance versus the established Adjusted EBITDA and TSR targets.

The grant using fair value measurement techniques. Thedate fair value of RSU awardsPSUs with Adjusted EBITDA targets is equal to the closing price of the Company’s common stockshares 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 Company utilizes a lattice-binomial option-pricing model (the “Binomial Model”) to determine thegrant date fair value of stock option awards. 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 BinomialMonte Carlo Model is affected by the Company’s stockshare 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 stockshare price volatility over the term of the awards,award, and actual and projected employee stock option exercise behaviors.other relevant data. The Binomial Model also considerscompensation expense is fixed on the expected exercise multiple which isdate of grant based on 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 an accurate measure of the fairdollar value of the Company’s employee stock options. Although the fair valuePSUs granted.

The amount and timing of employee stock optionscompensation expense recognized for PSUs with Adjusted EBITDA targets is determined in accordance with the Equity topic of the FASB ASC using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Impact of Recently Issued Accounting Pronouncements

Please see note 3 to the audited consolidated financial statements in Item 8 of this Company’s 2017Form 10-K for information regarding the Company’s recent changes in accounting policies and recently issued accounting pronouncements impacting the Company.

ASSET IMPAIRMENTS AND OTHER CHARGES (RECOVERIES)

The following table identifies the Company’s charges (recoveries) relating to the impairment of assets:

   Years Ended December 31, 
(in thousands of U.S. dollars)  2017   2016   2015 

Asset impairments

      

Property, plant and equipment

  $3,966   $223   $405 

Impairment of investments and loans

   1,225    194    425 

Film assets

   17,363    3,020    —   

Other assets

   2,533    —      —   

Other charges (recoveries):

      

Accounts receivable

   1,967    1,029    677 

Financing receivables

   680    (75   75 

Inventories

   500    458    572 

Other assets

   47    —      —   

Property, plant and equipment

   1,224    885    1,485 

Other intangible assets

   63    206    86 
  

 

 

   

 

 

   

 

 

 

Total asset impairments and other charges

  $29,568   $5,940   $3,725 
  

 

 

   

 

 

   

 

 

 

Asset Impairments

As a result of the Company’s restructuring activities in June 2017, certain long-lived assets were deemed to be impaired as the Company’s exit from certain activities limited the future revenue associated with these assets. The Company recognized property, plant and equipment charges of $3.7 million, film impairment charges of $0.3 million and other asset charges of $1.5 million. Additional details of the Company’s restructuring activities are discussed in note 22 to its audited consolidated financial statements in Item 8 of this 2017 Form10-K.

The Company records asset impairment charges for property, plant and equipment after andependent upon management's assessment of the carrying valuelikelihood of certain asset groups in light of their future expected cash flows. During 2017, the Company recorded asset impairment charges of $0.3 million

(2016 — $0.2 million; 2015 — $0.4 million) as the Company recognized that the carrying values for the assets exceeded the expected undiscounted future cash flows.

In 2017, the Company identified andwrote-off $1.2 million related to a certain loan that is no longer considered collectible. No such charge was recognized in the years ended December 31, 2016 and 2015, respectively.

The Company recognized a $0.2 million other-than-temporary impairment of its investments in 2016 as the value is not expected to recover based on the length of time and extent to which the market value has been less than cost (2015 — $0.4 million). No such charge was recorded in the year ended December 31, 2017.

The Company recognized an impairment on its episodic content assets, within film assets, of $11.7 millionachieving these targets. If, as a result of lowermanagement’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, revenue generated for the “Marvel’s Inhumans” television series’ first season. No such charge wasa life-to-date adjustment to increase compensation expense is recorded in the years ended December 31, 2016 and 2015, respectively.

The Company reviewed the carrying value of certain documentary film assetsperiod 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 expected revenue being generated duringpreviously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made.

(Refer to Note 17(b) 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 revised expectationsliabilities are recognized for future revenues based on the latest information available. An impairment of $5.3 million was recorded based on the carrying value of these documentary films as compared to the related estimated future box office and revenues that would ultimately be generated by these films (2016 — $3.0 million; 2015 — $nil).

In 2017, the VR Fund helped finance the production of one interactive VR experience. Due to the weaker than expected performance at the VR Centers, the Company recognized a $1.0 million impairment of the VR content asset. The VR fund is consolidated by the Company and has a third partynon-controlling interest. The Company’s share of this impairment afternon-controlling interest is $0.4 million.

Other Charges (Recoveries)

The Company recorded a net provision of $2.0 million in 2017 (2016 — $1.0 million; 2015 —$0.7 million) in accounts receivable based on the Company’s ongoing assessment of the collectability of specific customer balances. The higher charge in 2017 is primarily resulting from the deterioration in the financial condition of certain theater exhibitors and studios.

In 2017, the Company recorded a net provision of $0.7 million in financing receivables (2016 — net recovery of $0.1 million; 2015 — net provision of $0.1 million). Provisions of the Company’s financing receivables is recorded when the collectability associated with certain financing receivables is uncertain. These provisions are adjusted when there is a significant change in the amount or timing of the expected future cash flowstax 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 when actual cash flows differ from cash flows previously expected.settled. Investment tax credits are recognized as a reduction of income tax expense.

The Company recorded an $0.5 million provision (2016 — $0.5 million; 2015 — $0.6 million) in costsassesses the realization of deferred income tax assets and expenses applicable to revenues due to a reduction inbased on all available evidence, concludes whether it is more likely than not that the net realizable value of its inventories. These charges primarily resulted from a reduction in the net realizable value of its theater system equipment inventories and certain service part inventories due to normal operational activity.

In 2017, the Company recorded a charge of $1.2 million (2016 — $0.3 million; 2015 — $0.4 million) reflecting property, plant and equipment that were no longer in use. In 2016, the Company also recorded a charge of $0.6 million (2015 — $0.6 million) in cost of sales applicable to Equipment and product sales upon the upgrade of xenon-based digital systems under operating lease arrangements to laser-based digital systems under sales or sales-type lease arrangements. No such charge was recorded in the year ended December 31, 2017. In addition, in 2015, the Company recorded a charge of $0.5 million in cost of sales applicable to Rentals upon the upgrade of certain xenon-based digital systems to laser-based digital systems operating under joint revenue sharing arrangements. No such charge was recordeddeferred income tax assets will be realized. A valuation allowance is provided for the year ended December 31, 2017amount 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 2016, respectively.

In 2017, the Company recordedongoing prudent and feasible tax planning strategies. If management determines that sufficient negative evidence exists, then management will consider recording a charge of $0.1 million (2016 — $0.2 million; 2015 — $0.1 million) reflecting other intangible assets that were no longer in use.

As of December 31, 2017, the Company can determinevaluation allowance against all or a reasonable estimate of the effects of U.S. tax reform and is recording that estimate as a provisional amount. The provisionalre-measurementportion of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, management’s projections of future taxable income and liabilities resultedother positive evidence considered in evaluating the need for a $9.3 million discretevaluation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove more difficult to support the realization of these deferred tax provisionassets. As a result, an additional valuation allowance could be required, which increasedwould have an adverse impact on the Company’s effective income tax rate by 31.1% forand results. Conversely, if, after recording a valuation allowance, management determines that sufficient positive evidence exists in the year. See “Resultsjurisdiction in which a valuation allowance

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is recorded, the Company may reverse all or a portion of Operations”the valuation allowance in Item 7 and note 9that jurisdiction. In such situations, the adjustment made to the audited consolidated financial statementsdeferred tax asset would have a favorable impact on the Company’s effective income tax rate and results in the period such determination was made.

(Refer to Notes 12(d) and 12(g) of Notes to Consolidated Financial Statements in Part II, Item 88.)

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 this Company’s 2017Form 10-Kthe 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 further discussion.

NON-GAAP FINANCIAL MEASURES

In this report,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 presents certain data which are not recognized under U.S. GAAP and are considered“non-GAAP financial measures” under U.S. Securities and Exchange Commission rules. Specifically,has adequately accounted for its uncertain tax positions, tax audits can result in subsequent assessments where the ultimate resolution may result in the Company presentsowing additional taxes above what was originally recognized in its financial statements.

Tax reserves for uncertain tax positions are adjusted by the followingnon-GAAP financial measuresCompany to reflect management’s best estimate of the outcome of examinations and assessments and in light of changing facts and circumstances, such as supplemental measuresthe completion of its performance:

Adjusted net income;

Adjusted net income per diluted share;

Adjusted net income attributable to common shareholders;

Adjusted net income attributable to common shareholders per diluted share;a tax audit, expiration of a statute of limitations, the refinement of an estimate, and

EBITDA, adjusted EBITDA per Credit Facility and adjusted EBITDA per Credit Facility excluding “Marvel’s Inhumans”.

The Company presents adjusted net income and adjusted net income per diluted share, which excludes stock-based compensation andnon- recurring exit costs, restructuring charges and interest accruals associated impairments,with the relateduncertain tax impactpositions until they are resolved. Some of these adjustments require significant judgment in estimating the timing and a tax charge resulting from the enactmentamount of the U.S. Tax Act, because it believes that they are important supplemental measuresadditional tax expense.

(Refer to Note 12(h) to Consolidated Financial Statements in Part II, Item 8.)

RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 3 to Consolidated Financial Statements in Part II, Item 8 for a discussion of recently issued accounting standards and their impact on the Company’s comparable controllable operating performance. Although stock-based compensation is an important aspect of the Company’s employee and executive compensation packages, it is mostly anon-cash expense and is excluded from certain internal business performance measures, and the Company wants to ensure that its investors fully understand the impact of its stock-based compensation (net of any related tax impact) andnon-recurring charges on net income.financial statements.

In addition, the Company presents adjusted net income attributable to common shareholders and adjusted net income attributable to common shareholders per diluted share because it believes that they are important supplemental measures of its comparable financial results. Without the presentation of these adjusted presentation measures the Company believes it could potentially distort the analysis of trends in business performance and it wants to ensure that its investors fully understand the impact of net income attributable tonon-controlling interests, its stock-based compensation,non-recurring exit costs, restructuring charges and associated impairments (net of any related tax impact) and a tax charge resulting from the enactment of the U.S. Tax Act in determining net income attributable to common shareholders.

Management uses these measures for internal reporting and forecasting purposes in order to review operating performance on a comparable basis from period to period. However, thesenon-GAAP measures may not be comparable to similarly titled amounts reported by other companies. The Company’snon-GAAP measures should be considered in addition to, and not as a substitute for, or superior to, net income and net income attributable to common shareholders and other measures of financial performance reported in accordance with U.S. GAAP

The Company is required to maintain a minimum level of “EBITDA”, as such term is defined in the Company’s credit agreement (and which is referred to herein as “Adjusted EBITDA per Credit Facility”, as the credit agreement includes additional adjustments beyond interest, taxes, depreciation and amortization). EBITDA and Adjusted EBITDA per Credit Facility (each as defined below) are used by management to evaluate, assess and benchmark the Company’s operational results, and the Company believes that EBITDA and Adjusted EBITDA per Credit Facility are relevant and useful information widely used by analysts, investors and other interested parties in the Company’s industry. Accordingly, the Company is disclosing this information to permit a more comprehensive analysis of its operating performance and to provide additional information with respect to the Company’s ability to comply with its credit agreement requirements. EBITDA is defined as net income with adjustments for depreciation and amortization, interest income (expense)-net, and income tax provision (benefit). Adjusted EBITDA per Credit Facility is defined as EBITDA plus adjustments for loss from equity accounted investments, stock and other non-cash compensation, exit costs, restructuring charges and associated impairments and adjusted EBITDA attributable to non-controlling interests.

The Company is also introducing the metric Adjusted EBITDA per Credit Facility excluding “Marvel’s Inhumans”, which is defined and discussed under “Credit Facility” in this Item 7. However, the Company cautions that EBITDA, Adjusted EBITDA per Credit Facility and Adjusted EBITDA per Credit Facility excluding “Marvel’s Inhumans” are non-GAAP measures and should not be construed as substitutes for net income, operating income or other operating performance measures that are determined in accordance with U.S. GAAP. In addition, EBITDA, Adjusted EBITDA per Credit Facility and Adjusted EBITDA per Credit Facility excluding “Marvel’s Inhumans” might not be comparable to similarly titled measures used by other companies.

RESULTS OF OPERATIONS

Important factors that theThe Company’s business and future prospects are evaluated by Richard L. Gelfond, its Chief Executive Officer (“CEO”) Richard L. Gelfond uses in assessing, using a variety of factors and financial and operational metrics including: (i) IMAX box office performance and the Company’s businesssecuring of new films and prospects include:

other events to be exhibited across the IMAX network; (ii) the signing, installation, and financial performance of theater systemIMAX System arrangements, (particularly its joint revenue sharing arrangements and newparticularly those involving laser-based projection systems);

filmsystems; (iii) the success of the Company's investments in business evolution and brand extensions, including the integration and performance of SSIMWAVE, the distribution of live events to the IMAX network, and the securing of new film projects (particularly IMAX DMR films);

revenueEnhanced, (iv) revenues and gross margins fromearned by the Company’s segments;

Company's segments, as discussed below; (v) consolidated earnings (loss) from operations, as adjusted for unusual items that the Company views asnon-recurring;

the success of new business initiatives (including new content and VR initiatives);

short- and long-term cash flow projections;

items; (vi) the continuing ability to invest in and improve the Company’s technology to enhance itsthe differentiation of presentationThe IMAX Experience versus other cinematicout-of-home experiences; and

the overall execution, reliability and consumer acceptance ofThe IMAXExperience.

Management, including(vii) the Company’soverall execution, reliability, and consumer acceptance of The IMAX Experience; and (viii) short- and long-term cash flow projections.

The CEO who is the Company’s Chief Operating Decision Maker (“CODM”) (as defined in the Segment Reporting Topic, as such term is determined under U.S. GAAP. The CODM, along with other members of the FASB ASC),management, assesses segment performance based on segment revenues and gross margins and film performance.margins. Selling, general and administrative expenses, research and development costs, the amortization of intangibles, receivables provisions (recoveries),intangible assets, provision for (reversal of) current expected credit losses, certain write-downs, net of recoveries, interest income, interest expense, and income tax (provision) recovery(expense) benefit are not allocated to the Company’s segments. As identified in note 18 to the accompanying audited financial statements in Item 1, the Company identified new business as an additional reportable segment in

In the first quarter of 2017. The2023, the Company now has the following eight reportable segments: IMAX DMR; joint revenue sharing arrangements; IMAX systems; theater system maintenance; other; new business; film distribution; and film post-production. The Company is presenting the followingrevised its internal segment reporting, including information at a disaggregated level to provide more relevant information to readers, as permitted by the standard:

Network Business

The IMAX DMR segment consists of variable revenues from studios for the conversion of films into the IMAX DMR format generated by the box office results from the exhibition of those films in the IMAX theater network.

Joint revenue sharing arrangements – contingent rent, consists of variable rent revenues from box office exhibited in IMAX theaters in exchange for the provision of IMAX theater projection system equipment to exhibitors. This excludes fixed hybrid revenues and upfront installation costs from the Company’s hybrid joint revenue sharing arrangements, which are included in theater business.

IMAX systems – contingent rent, consists of variable payments in excess of certain fixed minimum ongoing payments, under arrangements in the IMAX systems segment, which are recognized when reported by theater operators, provided collectability is reasonably assured.

Theater Business

The IMAX systems segment consists of the design, manufacture and installation of IMAX theater projection system equipment under sales or sales-type lease arrangements for fixed upfront and ongoing consideration, including ongoing fees and finance income.

Joint revenue sharing arrangements – fixed fee, consists of fixed hybrid revenues and upfront installation costs from the joint revenue sharing arrangement segment.

The theater system maintenance segment consists of the provision of IMAX theater projection system equipment maintenance services to the IMAX theater networkCODM to assess performance and the associated costs of those services.

Other theater includes after-market sales of IMAX theater projection system parts and 3D glasses from the other segment.

New Business

The new business segment consists of content licensing and distribution fees associated with the Company’s original content investments, VR initiatives, IMAX Home Entertainment, and other new business initiatives that are in the development and/orstart-up phase.

Other

The film distribution segment consists of revenues and costs associated with the distribution of documentary films for whichallocate resources. Accordingly, the Company has two reportable segments: (i) Content Solutions, which principally includes content enhancement and distribution rights.

services, and (ii) Technology Products and Services, which principally includes the sale, lease, and maintenance of IMAX Systems. The film post-productionCompany’s activities that do not meet the criteria to be considered a reportable segment consistsare reported within All Other. Prior period comparatives have been revised to conform with the current year presentation. Additional information on segment reporting is provided in Note 21 to Consolidated Financial Statements in Part II, Item 8.

The discussion of the provisionCompany’s results of film post-production,operations below compares results for the years ended December 31, 2023 and their associated costs.2022 as well as for the years ended December 31, 2022 and 2021.

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The other segment consists of certain IMAX theaters that the Company owns and operates, camera rentals and other miscellaneous items.

The Company’s Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations has been organized byfor the Company into four primary groups – Network Business, Theater Business, New BusinessYears Ended December 31, 2023 and Other. Each of the Company’s reportable segments, as identified above, has been classified into one of these broader groups for purposes of MD&A discussion. 2022

The Company believes that this approach is consistent with howits 2023 results of operations showed the CODM reviewsstrength of IMAX’s business model and the financial performanceincreasing global demand for The IMAX Experience by consumers, exhibitors, filmmakers, and studios. In 2023, the Company achieved a number of significant box office records reflecting the business and makes strategic decisions regarding resource allocation and investmentsgrowing demand for IMAX. This contributed to meet long-term business goals. Management believes that a discussion and analysis based on these groups is significantly more relevant and useful to readers, as the Company’s consolidated statementsinstallation of operations captions combine results from several segments. Certain128 IMAX Systems compared to 92 in 2022, system signings of 129 IMAX Systems compared to 47 in 2022, and generating $58.6 million in net cash provided by the Company’s operating activities, compared to $17.3 million in the prior year’s figures have been reclassifiedyear.

Net Income (Loss) and Adjusted Net Income Attributable to conform to the current year’s presentation.Common Shareholders

The following table sets forthpresents the breakdown of revenue and gross margin by category:

(In thousands of U.S. dollars)  Revenue   Gross Margin 
   2017   2016   2015   2017  2016  2015 

Network Business

          

IMAX DMR

  $108,853   $106,403   $107,089   $71,789  $69,196  $77,645 

Joint revenue sharing arrangements - contingent rent

   70,444    73,500    81,396    47,337   54,705   63,500 

IMAX systems - contingent rent

   3,890    4,644    3,900    3,890   4,644   3,900 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   183,187    184,547    192,385    123,016   128,545   145,045 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Theater Business

          

IMAX systems

          

Sales and sales-type leases(1)

   79,853    89,525    86,934    47,639   44,788   44,787 

Ongoing fees and finance income(2)

   10,494    11,359    11,292    10,095   10,660   10,478 

Joint revenue sharing arrangements – fixed fees

   10,118    17,913    17,724    2,349   5,132   4,873 

Theater system maintenance

   45,383    40,430    36,944    18,275   13,660   12,701 

Other theater

   9,145    10,888    10,482    1,965   1,930   2,105 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   154,993    170,115    163,376    80,323   76,170   74,944 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

New Business

   24,522    626    —      (16,176  (2,199  —   
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Other

          

Film distribution and post-production

   13,172    14,127    10,945    (1,006  (180  1,122 

Other

   4,893    7,919    7,099    (911  342   (1,823
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   18,065    22,046    18,044    (1,917  162   (701
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  $380,767   $377,334   $373,805   $185,246  $202,678  $219,288 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

(1)Includes initial payments and the present value of fixed minimum payments from equipment, sales and sales-type lease transactions.
(2)Includes rental income from operating leases and finance income.

Results of Operations Discussion for the Three Years Ended December 31, 2017

The Company reportedCompany’s net income of $12.5 million, or $0.19 per basic and diluted share, for the year ended December 31, 2017, as compared to net income of $39.3 million, or $0.58 per basic and diluted share, for the year ended December 31, 2016 and net income of $64.6 million, or $0.92 per basic share and $0.90 per diluted share, for the year ended December 31, 2015.

Net income for the year ended December 31, 2017 includes a $22.7 million charge, or $0.35 per diluted share (2016 — $30.5 million, or $0.45 per diluted share; 2015 — $21.9 million or $0.31 per diluted share), for stock-based compensation and a $16.2 million charge, or $0.25 per diluted share for exit costs, restructuring charges and associated impairments (2016 — $nil; 2015 — $nil). In 2017, the Company also recognized a $9.3 million, or $0.14 per diluted share,non-recurring tax charge as the Companyre-measured its deferred tax assets and liabilities as of the date of enactment of the recently passed Tax Act.

Adjusted net income, which consists of net income excluding the impact of stock-based compensation, exit costs, restructuring charges and associated impairments, the related tax impact of these adjustments, and tax charge from the provisionalre-measurement of U.S. deferred tax assets and liabilities given changes enacted by the Tax Act, was $51.5 million, or $0.79 per diluted share, for the year ended December 31, 2017 as compared to adjusted net income of $61.1 million, or $0.90 per diluted share, for the year ended December 31, 2016 and $82.4 million, or $1.15 per diluted share, for the year ended December 31, 2015.

The Company reported net income(loss) attributable to common shareholders of $2.3 million, or $0.04and the associated per basic share and diluted share for the year ended December 31, 2017 (2016 — $28.8 million, or $0.43 per basic share and $0.42 per diluted share; 2015 — $55.8 million, or $0.79 per basic share and $0.78 per diluted share).

Adjusted net income attributable to common shareholders, which consists of net income attributable to common shareholders excluding the impact of stock-based compensation, exit costs, restructuring charges and associated impairments, the related tax impact of these adjustments, and tax charge from the provisionalre-measurement of U.S. deferred tax assets and liabilities given changes enacted by the Tax Act, was $40.5 million, or $0.62 per diluted share, for the year ended December 31, 2017amounts, as compared towell as adjusted net income attributable to common shareholders of $50.0 million, or $0.73 per diluted share, for the year ended December 31, 2016 and $73.0 million, or $1.02 per diluted share, for the year ended December 31, 2015.

A reconciliation of net income and net income attributable to common shareholders, the most directly comparable U.S. GAAP measure, to adjusted net income, adjusted net income per diluted share, adjusted net income attributable to common shareholdersshareholders* and adjusted net income attributable to common shareholders per diluted share is presented inshare* for the table below:years ended December 31, 2023 and 2022:

 

 

Years Ended December 31,

 

 

 

2023

 

 

 

2022

 

(In thousands of U.S. Dollars, except per share amounts)

 

Net Income

 

 

 

Per Diluted Share

 

 

 

Net (Loss) Income

 

 

 

Per Diluted Share

 

Net income (loss) attributable to common shareholders

 

$

25,335

 

 

 

$

0.46

 

 

 

$

(22,800

)

 

 

$

(0.40

)

Adjusted net income attributable to common shareholders*

 

$

52,079

 

 

 

$

0.94

 

 

 

$

3,207

 

 

 

$

0.06

 

* Refer to “Non-GAAP Financial Measures” below for a description of this non-GAAP financial measure and a reconciliation to the most comparable GAAP amount.

   Years Ended December 31, 
   2017  2016  2015 
   Net Income  Diluted
EPS
  Net Income  Diluted
EPS
  Net Income  Diluted
EPS
 

Reported net income

  $12,518  $0.19  $39,320  $0.58  $64,624  $0.90 

Adjustments:

       

Stock-based compensation

   22,653   0.35   30,523   0.45   21,880   0.31 

Exit costs, restructuring charges and associated impairments

   16,174   0.25   —     —     —     —   

Tax impact on items listed above

   (9,218  (0.14  (8,783  (0.13  (4,056  (0.06

Impact of enactment of U.S. Tax Act

   9,323   0.14   —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted net income

   51,450   0.79   61,060   0.90   82,448   1.15 

Net income attributable tonon-controlling interests(1)

   (10,174  (0.16  (10,532  (0.16  (8,780  (0.12

Stock-based compensation (net of tax of $0.2 million, $0.2 million and $0.2 million, respectively)(1)

   (620  (0.01  (533  (0.01  (703  (0.01

Exit costs, restructuring charges and associated impairments (net of tax of $0.1 million)(1)

   (181  —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted net income attributable to common shareholders

  $40,475  $0.62  $49,995  $0.73  $72,965  $1.02 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average diluted shares outstanding

    65,540    68,263    71,058 
   

 

 

   

 

 

   

 

 

 

(1)Reflects amounts attributable tonon-controlling interests.

Revenues and Gross Margin

The Company’s revenues forFor the year ended December 31, 2017 increased to $380.8 million from $377.3 million in 2016. The2023, the Company’s revenues and gross margin across all segments in 2017 was $185.2increased by $74.0 million or 48.7% of total revenue, compared to $202.725% and $58.0 million or 53.7%37%, respectively, from 2022 principally due to the strength of totalthe IMAX GBO performance through the distribution of films such as Oppenheimer, Avatar: The Way of Water, The Super Mario Bros. Movie, The Wandering Earth 2, Guardians of the Galaxy Vol.3, Mission: Impossible - Dead Reckoning Part One, Ant-Man and the Wasp: Quantumania, Creation of the Gods I: Kingdom of Storms, and Spider-Man: Across the Spider-Verse and record performance of local language content coupled with higher system sales and renewals in the current period.

The following table presents the Company’s revenue, in 2016. Impairment charges included in gross margin and gross margin percentage by reportable segment for the yearyears ended December 31, 2017 were $19.7 million,2023 and 2022:

 

 

Revenue

 

 

Gross Margin

 

 

Gross Margin %

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Content Solutions

 

$

126,698

 

 

$

101,820

 

 

$

74,106

 

 

$

51,240

 

 

 

58

%

 

 

50

%

Technology Products and Services

 

 

234,303

 

 

 

192,368

 

 

 

129,946

 

 

 

101,055

 

 

 

55

%

 

 

53

%

       Sub-total for reportable segments

 

 

361,001

 

 

 

294,188

 

 

 

204,052

 

 

 

152,295

 

 

 

57

%

 

 

52

%

All Other(1)

 

 

13,838

 

 

 

6,617

 

 

 

10,289

 

 

 

4,060

 

 

 

74

%

 

 

61

%

Total

 

$

374,839

 

 

$

300,805

 

 

$

214,341

 

 

$

156,355

 

 

 

57

%

 

 

52

%

(1)
All Other includes the results from Streaming and Consumer Technology and other ancillary activities.

Segment Operating Results

The Company’s segment operating results are presented based on how the Company assesses operating performance and internally reports financial information. See Note 21 to Consolidated Financial Statements in Part II, Item 8 for additional information on the Company’s reportable segments.

Content Solutions

Content Solutions segment results are influenced by the level of which $13.0 million relatedcommercial success and box office performance of the films and other content released to new business initiatives, or 5.2%the IMAX network, as well as other factors including the timing of total revenue, compared to $3.7 million,the releases, the length of which $nil related to new business initiatives, or 1.0%play across the IMAX network, the box office share take rates under the Company’s film remastering and distribution arrangements, the level of total revenuemarketing spend associated with the releases in the year ended December 31, 2016. Impacting the gross margin in 2017, was a gross loss experienced in the Company’s new business segment mainly due to the impairment charges discussed above.

The Company’s revenues for the year ended December 31, 2016 increased to $377.3 million from $373.8 million in 2015, largely due to an increase in revenues from the Company’s theater business. The gross margin across all segments in 2016 was $202.7 million, or 53.7% of total revenue, compared to $219.3 million, or 58.7% of total revenue in 2015. Impacting the gross margin in 2016 was the lower revenues experienced in the Company’s network business largely due to weakerbox-office performance, particularly in the China region. Grossbox-office is a significant driver of the Company’s business as the impact of film performance affects multiple reporting segments, as discussed below.

Network Business

Grossbox-office generated by IMAX DMR films increased 1.1% to $976.5 million in 2017 from $965.6 million in 2016. The 2016 grossbox-office generated was 2.1% lower than the $985.3 million in 2015. In 2017, grossbox-office was generated primarily from the exhibition of 67 films (60 new and 7 carryovers), as compared to 58 films (51 new and 7 carryover) exhibited in 2016 and 57 films (44 new and 13 carryover) exhibited in 2015. In recent years, the Company has experienced weaker grossbox-office particularly in the China region resulting from both film performance and unfavorable exchange rates.

The Company’s network business performance is impacted by the timing of a film release to the IMAX theater network, the commercial success of the film, the Company’s take rates under its DMR and joint revenue sharing arrangements, and the distribution window for the exhibition of films in the IMAX theater network. Other factors impacting performance include fluctuations in the value of foreign currencies versus the U.S. dollar and potential currency devaluations.Dollar.

Network business revenue decreased by 0.7% to $183.2 million in52


For the year ended December 31, 20172023, Content Solutions segment revenues and gross margin increased by $24.9 million or 24% to $126.7 million from $184.5$101.8 million and $22.9 million or 45% to $74.1 million from $51.2 million, respectively, when compared to the same period in 2022 principally due to better performance of the films distributed throughout the global IMAX network in 2023 including IMAX China, following the Chinese government relaxing its dynamic zero-COVID policies and easing capacity restrictions at the end of 2022.

For the year ended December 31, 2016, primarily as2023, GBO generated by IMAX films totaled $1.1 billion, a result of decreased revenue from joint revenue sharing arrangements. Furthermore, network business revenue$209.3 million or 25% increase versus $849.7 million in 2022. The 2023 GBO was 4.1% lower in 2016 from the $192.4 million experienced in 2015. The gross margin experiencedgenerated by the Company’s network businessexhibition of 105 films, which consisted of 95 new films (2022 — 63), 10 carryovers (2022 — 10) and one re-release (2022 — five). The impact of changes in 2017 was $123.0 million, or 67.2% of network business revenue, comparedforeign currency valuations versus the U.S. Dollar led to $128.5 million, or 69.7% in 2016 and $145.0 million, or 75.4% in 2015.

The 4.2%a decrease in revenues from joint revenue sharing arrangements was largely due to lower joint venture take rates, offset slightly by continued network growth. Joint venture take rates are impacted by the mixGBO of theater systems installed and the particular geographic market for those systems. Contingent rent revenues from joint revenue sharing arrangements decreased to $70.4$23.0 million in the year ended December 31, 2017 from $73.5 million in the year ended December 31, 2016. In 2015 revenues from joint revenue sharing arrangements were $81.4 million. The decrease in revenues in 2016 versus 2015 from joint revenue sharing arrangements was due to weaker film performance in 2016, partly a result of unfavorable exchange rates between applicable local currencies and the U.S. dollar. The Company ended 2017 with 747 theaters operating under joint revenue sharing arrangements,2023 as compared to 640 theaters at the end of 2016, an increase of 16.7%prior year rates. The Company believes that if foreign currency exchange rates were consistent in 2023 and 529 theaters at the end of 2015. Gross2019 that IMAX GBO in 2023 would have exceeded its best box office generated by the joint revenue sharing arrangements was 2.8% higher at $525.3 millionyear ever in the year ended December 31, 2017 from $511.0 million in the year ended December 31, 2016 and $514.1 million in the year ended December 31, 2015.2019.

The gross margin from joint revenue sharing arrangements decreased to $47.3 million in the year ended December 31, 2017 from $54.7 million in the year ended December 31, 2016 and $63.5 million in 2015. Included in the calculation of gross marginIn addition, for the year ended December 31, 2017 were certain advertising, marketing and commission costs primarily associated with new theater launches of $3.7 million, as compared to $2.72023, local language films exhibited across the Company’s global IMAX network generated over $227.2 million in 2016IMAX GBO, representing 21% of the Company’s total box office. Leading local language titles distributed across the IMAX network during 2023 included the Chinese Filmed For IMAX title The Wandering Earth 2, which generated IMAX GBO of $48.6 million, the Chinese film Creation of the Gods I: Kingdom of Storms ($32.5 million), the Chinese film No More Bets ($11.2 million), and $3.0 millionthe Japanese anime film The First Slam Dunk ($10.8 million). Despite accounting for such expensesapproximately 1% of all Domestic screens and less than 1% of all screens globally in 2015. The lower2023, the IMAX network had a Domestic market share of 4.4% and a global market share of 3.2% in 2023.

In addition to the higher level of revenues, Content Solutions segment gross margin experienced in 2017 versus prior years is mostly due to the lower take rates experienced (as discussed above), as well higher depreciation expense resulting from the continuous growth in the number of operational theaters under joint revenue sharing arrangements.

IMAX DMR revenues increased 2.3% to $108.9 million in the year ended December 31, 2017 from $106.4 million in the year ended December 31, 2016, partially offsetting the decrease in revenues from joint revenue sharing arrangements. IMAX DMR revenues increased largely as a result of stronger returns under the Company’s DMR arrangements, drivenalso influenced by the geographical mix of films

exhibited in 2017 as compared to prior years. IMAX DMR revenues decreased 0.6% in 2016 from $107.1 million in the year ended December 31, 2015.

The gross margin from the IMAX DMR segment was $71.8 million, $69.2 million and $77.6 million in the years ended December 31, 2017, 2016 and 2015, respectively. Margin is a function of the costs associated with the respective films and other content exhibited in the period and can vary particularlyfrom period-to-period, especially with respect to marketing expenses.

Contingent rent revenue consists of variable payments received in excess of the fixed minimum ongoing paymentsexpenses, which are primarily driven by gross box office performance reported by theater operators. Contingent rent revenue from IMAX systems decreased to $3.9 million in the year ended December 31, 2017 from $4.6 million in the year ended December 31, 2016. Contingent rent revenue from IMAX systems increased to $4.6 million in the year ended December 31, 2016 from $3.9 million in the year ended December 31, 2015.

Theater Business

The primary drivers of this line of business are theater system installationsexpensed as incurred, for films and the Company’s maintenance contract that accompany each theater installation.costs incurred to produce, market and distribute live events and documentary content during the period. For the year ended December 31, 2017, theater business revenue decreased $15.12023, marketing expenses incurred towards films were $14.2 million or 8.9%compared to $155.0$17.3 million as compared toin 2022. Gross margin percent for the year ended December 31, 2016 and increased 4.1% in 2016 as2023 was 58% compared to 50% for the year ended December 31, 2015. same period in 2022 with the increase being driven by the operating leverage that results from achieving higher levels of box office with relatively fixed film distribution costs and strategic deployment of marketing dollars.

Technology Products and Services

The decreaseprimary drivers of Technology Products and Services segment results are the number of IMAX Systems installed in theater businessa period, the costs associated with each installation, lease payments tied to the box office performance of the films released to the IMAX network, as well as the associated maintenance contracts that accompany each installation. The average revenue in 2017 as compared to 2016 was primarily due to:

14 fewer installationsand gross margin per IMAX System under sale and sales-type lease arrangements varies depending upon the number of systems contracted as hybrid joint revenue sharing arrangements ($8.7 million less fixed fees); and

10 fewer installationsIMAX System commitments with a single respective exhibitor, an exhibitor’s location, the type of system upgrades ($12.5 million).

The negative variance was partially offset by a $3.9 million increase due to four additional systems installed under sales or sales-type lease arrangements.

Despite the revenue decrease, theater business gross margin increased 5.5% to $80.3 million in 2017 as compared to $76.2 million in 2016, primarily due to the geographic marketsold and variation of sales, sales-type lease and joint revenue sharing arrangements installed. The theater business gross margin was 51.8% compared to 44.8% in 2016 and 45.9% in 2015.

various other factors. The installation of theater systemsIMAX 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, 2023, Technology Products and Services segment revenue and gross margin increased by $41.9 million or 22% to $234.3 million from $192.4 million and $28.9 million or 29% to $129.9 million from $101.1 million, respectively, when compared to the prior year. The breakdownhigher level of revenue is driven in part by an increase of $16.9 million in system sales revenue as a result of 29 additional IMAX System installations under sales arrangements, including upgrades, partially offset by the impact of higher interest rates on future minimum payments and estimated variable consideration, the mix of contract types and lower aftermarket sales and sales-type lease andof 3D glasses.

Also contributing to the higher level of revenue was an increase of $13.8 million in Revenues — Technology Rentals, as a result of IMAX GBO earned from IMAX Systems under joint revenue sharing arrangements, (see discussion below)which increased by $181.7 million or 42% in 2023 when compared to the prior year, from $433.1 million to $614.8 million, resulting from the higher level of box office performance discussed above.

The Technology Products and Services segment gross margin increase of 29% year-over-year is primarily reflective of a higher number of IMAX System installations and higher Revenues — Technology Rentals earned through the Company’s joint revenue sharing arrangements, driven by theater system configurationthe stronger box office performance, which led to incremental profit flow-through.

53


The following table provides detailed information about IMAX Systems installed and the associated revenue recognized at that time, except for 2017, 2016traditional joint revenue sharing arrangement as revenue is recognized over the lease term, during the years ended December 31, 2023 and 2015 is outlined2022:

 

 

2023

 

 

2022

 

(In thousands of U.S. Dollars, except number of systems)

 

Number of
Systems

 

 

Revenue

 

 

Number of
Systems

 

 

Revenue

 

New IMAX Systems

 

 

64

 

 

$

56,508

 

 

 

34

 

 

$

32,522

 

Upgraded IMAX Systems

 

 

11

 

 

 

9,376

 

 

 

12

 

 

 

16,419

 

            Total

 

 

75

 

 

$

65,884

 

 

 

46

 

 

$

48,941

 

All Other

For the year ended December 31, 2023, All Other revenue and gross margin increased by $7.2 million and $6.2 million, respectively, when compared to the same period in 2022 principally due to growth in revenues earned by the Company’s Streaming and Consumer Technology business. Full year 2023 reflects the inclusion of both SSIMWAVE’s revenues as that acquisition was completed in late September 2022 and growth in the consumer technology business of IMAX Enhanced.

Selling, General and Administrative Expenses

The following table below:presents information about the Company’s Selling, General and Administrative Expenses for the years ended December 31, 2023 and 2022:

 

 

Years Ended December 31,

 

 

Variance

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

$

 

 

%

Total selling, general and administrative expenses

 

$

144,406

 

 

$

138,043

 

 

$

6,363

 

 

5%

Less: Share-based compensation(1)

 

 

22,534

 

 

 

25,438

 

 

 

(2,904

)

 

(11%)

Total selling, general and administrative expenses, excluding share-based compensation

 

$

121,872

 

 

$

112,605

 

 

$

9,267

 

 

8%

(1)
A portion of total share-based compensation expense is also recognized within Cost and Expenses Applicable to Revenue and Research and Development. Refer to Note 17(c) to Consolidated Financial Statements in Part II, Item 8.

The increase in Selling, General and Administrative Expenses reflects the inclusion of $5.2 million related to the Company’s Streaming Technology operation of SSIMWAVE, which was not included to the same extent in the prior year comparative as the acquisition was completed in late September 2022, and $3.3 million in non-recurring transaction expenses associated with the proposal to acquire the outstanding shares in IMAX China.

   Years Ended December 31, 
   2017   2016   2015 
   Number of
Systems
   Dollar
Value
   Number of
Systems
   Dollar
Value
   Number of
Systems
   Dollar
Value
 

New IMAX digital theater systems — installed and recognized

            

Sales and sales-types lease arrangements

   60   $73,560    56   $69,620    56   $68,799 

Short-term operating lease arrangement

   —      —    �� 1    —      —      —   

Joint revenue sharing arrangements — hybrid

   19    10,115    33    18,777    31    15,645 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total new theater systems

   79    83,675    90    88,397    87    84,444 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

IMAX digital theater system upgrades — installed and recognized

            

Sales and sales-types lease arrangements

   4    5,502    14    17,975    11    14,950 

Short-term operating lease arrangements

   —      —      —      —      2    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total upgraded theater systems

   4    5,502    14    17,975    13    14,950 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total theater systems installed and recognized

   83   $89,177    104   $106,372    100   $99,394 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
As a percentage of revenue, Selling, General and Administrative Expenses excluding share-based compensation improved to 33% as compared to 37% in 2022, which reflected strong operating leverage coupled with management's continued focus on cost discipline.

Research and Development

The Company believes that it is a premier global technology platform for awe-inspiring 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. A significant portion of the Company’s research and development efforts have been focused on the IMAX Laser Systems, which the Company believes is capable of illuminating the largest screens in the IMAX network and 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 cinematic experience available to consumers. The Company has continued research and development aimed at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers.

For the year ended December 31, 2023, Research and Development expenses were $10.1 million, representing an increase of $4.8 million or 91% when compared to $5.3 million during the same period in the prior year, primarily driven by increased compensation expense of $1.0 million in Streaming and Consumer Technology business and $3.5 million in the Company’s other research and innovation initiatives. For the year ended December 31, 2023, expenses include $1.4 million specifically related to the Company’s Streaming and Consumer Technology activities.

54


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 network to support live and interactive events worldwide; developing new IMAX film cameras and certifying additional digital cameras; further improving its proprietary film remastering and distribution process for the delivery of content for both theatrical (including local language content) and home entertainment; and further improving the reliability of its projectors, as well as enhancing the Company’s image and sound quality. Within the Company’s Streaming and Consumer Technology business, there is ongoing research and development in perceptual metrics involving novel measurement and optimization techniques. Investments are also being made to expand existing and/or develop new technologies which are expected to further enhance video quality, delivery, and creation across devices. Furthermore, the Company intends to invest in activities that will capture opportunities to create/build AI and automation into its operations and processes.

As of December 31, 2023 and 2022, 86 and 66 of the Company’s employees were connected with research and development projects, respectively.

Credit Loss Expense, Net

For the year ended December 31, 2023, the Company recorded current expected credit losses of $1.8 million, as compared to credit losses of $8.5 million recognized in the prior year. The prior period expense was principally due to reserves established against substantially all of the Company’s receivables in Russia due to uncertainties associated with the ongoing Russia-Ukraine conflict and resulting sanctions, partially offset by the reversal of provisions associated with the COVID-19 pandemic as the outlook for the theatrical exhibition industry improved.

Consolidated Financial Statements are prepared and involve estimates about the future. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect.

Asset Impairments

For the year ended December 31, 2023, the Company recorded asset impairments of $0.4 million principally related to the write-down of content-related assets which became impaired in the year.

On January 10, 2022, IMAX (Shanghai) Culture and Technology Co., Ltd, a wholly-owned subsidiary of IMAX China, entered into a joint film investment agreement with Wanda Film (Horgos) Co. Ltd. to invest RMB 30.0 million ($4.7 million) in the movie Mozart from Space, which was released on July 15, 2022. Pursuant to the investment agreement, IMAX (Shanghai) Culture and Technology Co., Ltd. has the right to receive a share of the profits or losses of the film distribution. IMAX (Shanghai) Culture and Technology Co., Ltd.’s commitment is limited to its investment and has no further obligation if the actual movie production cost exceeds the original budget. The investment met the criteria for classification as a financial asset. The investment was measured at amortized cost less impairment losses and was recorded within Other Assets in the Consolidated Balance Sheets.

For the year ended December 31, 2022, the Company recorded a full impairment of its RMB 30.0 million ($4.5 million) investment in Mozart from Space based on projected box office results and distribution costs.

Interest Expense

For the year ended December 31, 2023, interest expense was $6.8 million, with $257.2 million of year-end total debt, representing an increase of $0.9 million or 15% when compared to interest expense of $5.9 million with $270.7 million of year-end total debt in the prior year. This increase is primarily due to cash flows as well as timing of borrowings and repayments of revolving credit facility borrowings made during the year in support of investments in the business, including capital expenditures to invest in equipment for joint revenue sharing arrangements as well as share repurchases, and the impact of higher interest rates in 2023. (Refer to Note 14 to Consolidated Financial Statements in Part II, Item 8.)

Income Taxes

For the year ended December 31, 2023, the Company recorded an income tax expense of $13.1 million (2022 — $10.1 million). The Company’s effective tax rate for year ended December 31, 2023 of 28.3% differs from the Canadian statutory tax rate of 26.5%, primarily due to tax rate differences in foreign jurisdictions, a reduction in tax reserves of $0.4 million (2022 — $1.6 million) and a net decrease in the valuation allowance related to deferred taxes of $0.7 million (2022 — increase of $16.8 million). This was offset by withholding taxes of $5.2 million (2022 — $3.8 million). The remainder of the difference was due to normal course movements and non-material items.

For the year ended December 31, 2023, the deferred tax liability for the applicable foreign withholding taxes decreased by $2.4 million (2022 — $2.7 million). During the year ended December 31, 2023, $24.0 million (2022 — $27.4 million) of historical earnings from a subsidiary in China were distributed and, as a result, $2.4 million (2022 — $2.7 million) of foreign withholding taxes were paid

55


to the relevant tax authorities. The remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2023 is $12.5 million (2022 — $14.9 million).

(Refer to Note 12 to Consolidated Financial Statements in Part II, Item 8 for more information on the Company’s tax position.)

Non-Controlling Interests

The Company’s Consolidated Financial Statements include the non-controlling interest in the net income or 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, 2023, the net income attributable to non-controlling interests of the Company’s subsidiaries was $7.7 million (2022 — $2.9 million), an increase of 164.5% or $4.8 million year-over-year. The increase reflects the recovery of IMAX China’s box office following the Chinese government relaxing its dynamic zero-COVID policies and easing capacity restrictions at the end of 2022 and an increasing level of consumer confidence in attending public gatherings.

Results of Operations for the Years Ended December 31, 2022 and 2021

In the first quarter of 2023, the Company updated its reportable segments. See Note 21 to Consolidated Financial Statements in Part II, Item 8. The following discussion and analysis related to the Company’s segment results for the years ended December 31, 2022 and 2021 have been revised to conform with the current year presentation.

The discussion of the Company’s results of operations comparing results for the years ended December 31, 2022 and 2021 that was not impacted by the segment change 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, 2022, and is incorporated by reference into this Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Net Loss and Adjusted Net Income (Loss) Attributable to Common Shareholders

The following table presents the Company’s net loss attributable to common shareholders and the associated per share amounts, as well as adjusted net income (loss) attributable to common shareholders* and adjusted net income (loss) attributable to common shareholders per share* for the years ended December 31, 2022 and 2021:

Years Ended December 31,

2022

2021

(In thousands of U.S. Dollars, except per share amounts)

Net (Loss) Income

Per Share

Net Loss

Per Share

Net loss attributable to common shareholders

$

(22,800

)

$

(0.40

)

$

(22,329

)

$

(0.38

)

Adjusted net income (loss) attributable to common shareholders*

$

3,207

$

0.06

$

(8,420

)

$

(0.14

)

For the year ended December 31, 2022, the Company recorded a net non-cash provision of $6.9 million, or $0.12 per share, due to an increase in reserves given the uncertainty of collecting receivables in Russia. This provision was taken due to the ongoing conflict and resulting sanctions in Ukraine and covers substantially all of the Company’s net receivable exposure in the Russian market. Excluding the impact of this provision, net loss attributable to common shareholders* was $(15.9) million, or $(0.28) per share, and adjusted net income attributable to common shareholders* was $10.1 million, or $0.18 per share. Over the past five years, Russia has represented on average approximately 3% of the GBO generated by IMAX films.

* See “Non-GAAP Financial Measures” below for a description of this non-GAAP financial measure and a reconciliation to the most comparable GAAP amount.

Revenues and Gross Margin

For the year ended December 31, 2022, the Company’s revenues and gross margin increased by $45.9 million or 18% and $21.9 million or 16%, respectively, when compared to the same period in 2021 principally due to the strength of the GBO performance through the distribution of films such as Avatar: The Way of Water, Top Gun: Maverick, Doctor Strange in the Multiverse of Madness, Jurassic World Dominion, The Batman, Black Panther: Wakanda Forever,Thor: Love and Thunder,The Battle at Lake Changjin 2, and Spider-Man: No Way Home.

56


The following table presents the Company’s revenue, gross margin and gross margin percentage by reportable segment for the years ended December 31, 2022 and 2021:

 

 

Revenue

 

 

Gross Margin

 

 

Gross Margin %

 

(In thousands of U.S. Dollars)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Content Solutions

 

$

101,820

 

 

$

76,989

 

 

$

51,240

 

 

$

45,269

 

 

 

50

%

 

 

59

%

Technology Products and Services

 

 

192,368

 

 

 

172,952

 

 

 

101,055

 

 

 

86,041

 

 

 

53

%

 

 

50

%

       Sub-total for reportable segments

 

 

294,188

 

 

 

249,941

 

 

 

152,295

 

 

 

131,310

 

 

 

52

%

 

 

53

%

All Other(1)

 

 

6,617

 

 

 

4,942

 

 

 

4,060

 

 

 

3,096

 

 

 

61

%

 

 

63

%

Total

 

$

300,805

 

 

$

254,883

 

 

$

156,355

 

 

$

134,406

 

 

 

52

%

 

 

53

%

(1) All Other includes the results from Streaming and Consumer Technology and other ancillary activities.

Segment Operating Results

The Company’s segment operating results are presented based on how the Company assesses operating performance and internally report financial information. See Note 21 to Consolidated Financial Statements in Part II, Item 8 for additional information on the segments.

Content Solutions

Content Solutions segment results are influenced by the level of commercial success and box office performance of the films and other content released to the IMAX network, as well as other factors including the timing of the releases, the length of play across the IMAX network, the box office share take rates under the Company’s film remastering and distribution arrangements, the level of marketing spend associated with the releases in the year and the fluctuations in the value of foreign currencies versus the U.S. Dollar.

For the year ended December 31, 2022, Content Solutions segment revenues and gross margin increased by $24.8 million or 32% to $101.8 million from $77.0 million and $6.0 million or 13% from $51.2 million from $45.3 million, respectively, when compared to the prior year.

The performance of the films distributed through the IMAX network resulted in a $211.5 million or 33% increase in GBO, from $638.2 million in 2021 to $849.7 million in 2022, despite a 32% decline in Greater China box office driven by the COVID-19 restrictions instituted as part of China’s dynamic zero-COVID policy. This overall improvement in GBO earned through the global IMAX network for the year was partially offset by unfavorable foreign currency exchange rate movements. For the year ended December 31, 2022, GBO was generated by the exhibition of 78 films (63 new, 10 carryovers, and five re-releases), including Avatar: The Way of Water, which generated GBO of $140.2 million (or 11% market share) and Top Gun: Maverick, which generated GBO of $110.7 million (or 7% market share) in the year. During the year ended December 31, 2021, GBO was generated by the exhibition of 73 films (63 new, six carryovers and four re-releases).

In addition to the higher level of revenues, Content Solutions segment gross margin is also influenced by the costs associated with the films and other content exhibited in the period, and can vary from period-to-period, especially with respect to marketing expenses, which are expensed as incurred, for films and the costs incurred to produce, market and distribute live events and documentary content during the period. For the year ended December 31, 2022, the impact of the higher level of Content Solutions Segment revenues was partially offset by higher marketing expenses of $17.3 million, as compared to $8.2 million in the prior year reflecting investments to drive higher levels of box office and enable the achievement of the Company’s highest global and domestic market share of 3% and 5%, respectively, in 2022. The Content Solutions segment gross margin was also impacted by investments in infrastructure costs, depreciation expense and network connection fees of $3.3 million to operate the IMAX connected network for the year ended December 31, 2022.

Technology Products and Services

The primary drivers of Technology Products and Services segment results are the number of IMAX Systems installed in a period, the costs associated with each installation, lease payments tied to the box office performance of the films released to the IMAX network, as well as the associated maintenance contracts that accompany each installation. The average revenue and gross margin per full, new theater systemIMAX System under a salessale and sales-type lease arrangementarrangements varies depending upon the number of theater systemIMAX System commitments with a single respective exhibitor, an exhibitor’s location, the type of system sold and various other factors. The installation of IMAX Systems in theaters or other various factors. Average revenue per full, new theatermultiplexes, which make up a large portion of the Company’s system backlog, depends primarily on the timing of the construction of those projects, which is not under a sales and sales-type lease arrangement was $1.2 million forthe Company’s control.

57


For the year ended December 31, 2017, as2022, Technology Products and Services segment revenue increased by $19.4 million or 11% to $192.4 million from $173.0 million while gross margin increased by $15.0 million or 17% to $101.1 million from $86.0 million, when compared to $1.3the prior year. The increase in revenue was primarily reflective of an increase of $15.6 million in Technology Rentals and $3.3 million in recurring maintenance revenue partially offset by a $2.7 million decrease in IMAX Systems revenue related to a lower number of system installations year-over-year.

The increase in Technology rentals revenue earned through the Company’s joint revenue sharing arrangements, was driven by the stronger box office performance which led to incremental profit flow-through. IMAX GBO earned from IMAX Systems under joint revenue sharing arrangements increased by $94.0 million or 28% in 2022 when compared to the prior year, from $339.1 million to $433.1 million, resulting from the higher level of box office performance discussed above.

The increase in IMAX Maintenance revenue was due to the continued global reopening of the IMAX network amidst the ongoing recovery of the theatrical exhibition industry from earlier stages of the COVID-19 pandemic, partially offset by a decrease of $1.2 million in revenue associated with systems in Russia, Ukraine, and Belarus, which were placed on nonaccrual status due to the ongoing Russia-Ukraine conflict and resulting sanctions.

The year-over-year lower level of IMAX Systems revenue in 2022 was the result of four fewer IMAX System installations, including upgrades, in 2022 under sale and sales-type lease arrangements and a decrease of $1.1 million in Finance Income associated with locations in Russia, Ukraine, and Belarus, which were placed on nonaccrual status due to the ongoing Russia-Ukraine conflict and resulting sanctions. These factors were partially offset by an increase of $5.0 million from the impact of amendments to existing IMAX System arrangements, as well as an increase of $3.3 million as the Company ended the temporary relief on annual minimum payment obligations for exhibitor customers during the COVID-19 pandemic.

The increase in Technology Products and Services segment gross margin of $15.0 million, when compared to the prior year as costs Rentals including depreciation expense, advertising, marketing and system commission costs grew at a lower rate than revenue. This increase was partially offset by lower year-over-year profit contribution from maintenance revenue due to the profit flowthrough of $2.5 million in maintenance revenue recognized in 2021 that had been deferred from 2020 due to uncertainties associated with the COVID-19 pandemic. For the year ended December 31 20162022, Technology Products and $1.2Services segment depreciation expense of $22.6 million was consistent with the prior year and advertising, marketing and commission costs of $2.2 million, compared to $4.3 million in the prior year.

The following table provides detailed information about IMAX Systems installed and the associated revenue recognized at that time, except for traditional joint revenue sharing arrangement as revenue is recognized over the lease term, during the years ended December 31, 2022 and 2021:

2022

2021

(In thousands of U.S. Dollars, except number of systems)

Number of
Systems

Revenue

Number of
Systems

Revenue

New IMAX Systems

34

$

32,522

44

$

48,289

Upgraded IMAX Systems

12

16,419

8

11,371

            Total

46

$

48,941

52

$

59,660

All Other

For the year ended December 31, 2015.

Revenues from sales2022, All Other revenue and sales-type leases includes settlement revenue of $1.3gross margin increased by $1.7 million in 2016 asand $1.0 million, respectively, when compared to $0.1 millionthe same period in 2015. Costs associated with settlements consist primarily2021 principally due to the inclusion of commission costs. Gross margin from sales and sales-type leases include settlement margin of $1.2 million in 2016, as compared to $0.1 million in 2015. No such settlement revenue or costs were recorded in the year ended December 31, 2017.

Theater system maintenance revenue increased 12.3% to $45.4 million in the year ended December 31, 2017 from $40.4 million in the year ended December 31, 2016 and $36.9 in 2015, a 9.4% increase in 2016 from 2015. Theater system maintenance gross margin was $18.3 million in the year ended December 31, 2017 versus $13.7 million in the year ended December 31, 2016 and $12.7 million in 2015. The Company recorded a write-down of $0.3 million, $0.2 million and less than $0.1 millionSSIMWAVE’s revenues for certain service parts inventories in the years ended 2017, 2016 and 2015, respectively. Maintenance revenue continues to growthree months as the number of theatersacquisition was completed in late September 2022 as well as growth in the IMAX theater network grows. 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.Enhanced consumer technology business.

58


CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Ongoing fees and finance income was $10.5 million in the year ended December 31, 2017 compared to $11.4 million in the year ended December 31, 2016 and $11.3 million in 2015. Gross margin for ongoing rent and finance income decreased to $10.1 million in the year ended December 31, 2017 from $10.7 million in the year ended December 31, 2016 and $10.5 million in 2015. The costs associated with ongoing fees are minimal as it usually consists of depreciation ondiscussion below compares the Company’s theaters under operating lease agreements and/or marketing.

Other theater revenue decreased to $9.1 million in the year ended December 31, 2017 as compared to $10.9 million in the year ended December 31, 2016 and $10.5 million in 2015. Other theater revenue primarily includes revenue generated from the Company’s after-market sales of projection system parts and 3D glasses. Despite the revenue decline, the gross margin recognized from other theater revenue was on par with prior years ($2.0 million in the year ended December 31, 2017 as compared to $1.9 million in 2016 and $2.1 million in 2015).

New Business

Revenue earned from the Company’s new business initiatives was $24.5 million in the year ended December 31, 2017, as compared to $0.6 million in the year ended December 31, 2016 and $nil in 2015. New business revenue was primarily generated from the release of theco-produced television series “Marvel’s Inhumans” in September 2017 and contractual payments relating to the development of an IMAX VR camera.

The gross margin recognized from the new business segment was a loss of $16.2 million in the year ended December 31, 2017 as compared to a loss of $2.2 million in the year ended December 31, 2016 and $nil in 2015, primarily due to the “Marvel’s Inhumans”performance as well as the launch of the Company’s first pilot IMAX VR Center in Los Angeles, the opening of five VR Centers in 2017 and the performance of the Company’s other new business initiatives, as compared to the prior year comparative period.

The performance of the new business segment for the year ended December 31, 2017, was mostly driven by the Company’s investment in, and the theatrical premiere of, the television series “Marvel’s Inhumans”. Episodic revenue, cost of revenue and negative gross margin recognized for the year ended December 31, 2017, were $20.4 million, $33.4 million and $13.0 million, respectively.

The Company is evaluating its new business initiatives separately from its core business as the nature of its activities is separate and distinct from its ongoing operations. The Company recognized a net loss before tax from its new business initiatives for the year ended December 31, 2017 of $31.5 million, which includes amortization of $15.4 million, exit costs, restructuring charges and associated impairments of $3.4 million, impairment charges of $13.0 million and an equity loss of $0.7 million, as compared to net loss of $10.9 million, which includes amortization of $0.6 million and an equity loss of $2.3 million, in the prior year comparative period. Net loss before tax from its new business initiatives for the year ended December 31, 2015 was $8.5 million, which includes amortization of less than $0.1 million and an equity loss of $2.4 million.

Adjusted EBITDA per Credit Facility from the Company’s new business initiatives was $0.3 million in the year ended December 31, 2017 as compared to negative Adjusted EBITDA per Credit Facility of $8.0 million and $6.1 million in the year ended December 31, 2016 and 2015, respectively.

Other

Film distribution and post-production revenues was $13.2 million in the year ended December 31, 2017, as compared to $14.1 million in the year ended December 31, 2016. In 2017 revenues from post-production was almost double that of 2016 due to work performed onDunkirk, which was mostly offset by a decrease in film distribution revenue. The film distribution and post-production segments experienced a gross loss of $1.0 million in the year ended December 31, 2017 as compared to a loss of $0.2 million in the year ended December 31, 2016. The Company reviewed the carrying value of certain documentary film assets as a result of lower than expected revenue being generated during the year and revised expectations for future revenues based on the latest information available. In 2017, an impairment of $5.3 million was recorded based on the carrying value of these documentary films as compared to the related estimated future box office and revenues that would ultimately be generated by these films.

Film distribution and post-production revenues increased 29.1% to $14.1 million in 2016 from $10.9 million in 2015, primarily due to an increase in film distribution revenue from IMAX original films. The year ended December 31, 2016, includes the release of two IMAX original productions,A Beautiful Planetand Voyage of Time, whereas no original films were released in 2015. Gross margin was a loss of $0.2 million in 2016 as compared to $1.1 million in 2015, primarily due to a charge against film assets of $3.0 million in 2016, to reflect the carrying value of certain documentary film assets that exceeded the expected revenues generated from estimated futurebox-office. No similar charge was recorded in 2015. This was partially offset by revenue earned from the release of the two IMAX original productions in 2016 as discussed above.

Other revenue decreased to $4.9 million in the year ended December 31, 2017, as compared to $7.9 million in the year ended December 31, 2016 and $7.1 million in 2015. Other revenue primarily includes revenue generated from the Company’s theater operations and camera rental business. The decrease in revenue is primarily the result of two IMAX owned and operational theaters in the year ended December 31, 2017, as compared to three such theaters in the prior years comparative period.

The gross margin recognized from other revenue was a loss of $0.9 million in the year ended December 31, 2017, as compared to loss of $0.3 million in the year ended December 31, 2016 and loss of $1.8 million in 2015 due to the performance of the owned and operated theaters and the lower revenues from camera rentals.

Selling, General and Administrative Expenses

In conjunction with the Company’s restructuring and cost-savings initiatives, selling, general and administrative expenses decreased to $110.4 million in 2017, as compared to $124.7 million in 2016. Selling, general and administrative expenses excluding the impact of stock-based compensation were $90.0 million in 2017, as compared to $94.2 million in 2016.

Selling, general and administrative expenses increased to $124.7 million in 2016, as compared to $115.3 million in 2015. Selling, general and administrative expenses excluding the impact of stock-based compensation were $94.2 million in 2016, as compared to $93.4 million in 2015.

The following reflects the significant items impacting selling, general and administrative expensescash flows for the years ended December 31, 2017, 20162023 and 2015:

   2017  2016   2015   2017 versus 2016  2016 versus 2015 

Stock-based compensation

  $20,393  $30,523   $21,880   $(10,130  (33.2)%  $8,643   39.5

Staff costs

   58,284   60,659    57,046    (2,375  (3.9)%   3,613   6.3

Foreign exchange (gain) loss

   (954  859    2,373    (1,813  (211.1)%   (1,514  (63.8)% 

Other general corporate expenditures

   32,677   32,704    34,046    (27  (0.1)%   (1,342  (3.9)% 
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

Total

  $110,400  $124,745   $115,345   $(14,345  $9,400  
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

Staff costs presented above are related to the Company’s core business and include salaries and benefits.

The Company’s net foreign exchange gains/losses are related to the translation of foreign currency denominated monetary assets and liabilities.

Other general corporate expenditures include professional fees, travel and entertainment. Selling, general and administrative expenses also includes asset impairment charges and write-offs, if any, and miscellaneous items, other than interest.

Research and Development

Research and development expenses increased to $20.9 million in 2017 compared to $16.3 million in 2016 and $12.7 million in 2015 and are primarily attributable to the continued development2022. A comparison of the Company’s updated laser-based digital projection systemcash flows for the years ended December 31, 2022 and other new business initiatives which commenced2021 is included in 2016, including the development of a VR camera and virtual reality centers.

The Company intends for additional research and development to continue through 2018, as the Company supports further development of an updated laser-based projection system, which is targeted primarily for screenssection entitled “Cash Flows” in commercial multiplexes.

The Company also intends to continue research and development in other areas considered important to the Company’s continued commercial success, including further improving the reliability of its projectors, developing and manufacturing more IMAX cameras, enhancing the Company’s 2D and 3D image quality, expanding the applicabilityItem 7 of the Company’s digital technology, developing IMAX theater systems’ capabilities in both home and live entertainment, improvements toAnnual Report on Form 10-K for the DMR process and the ability to deliver DMR releases digitally to its theater network, without the requirement for hard drives.

Receivable Provisions, Net of Recoveries

Receivable provisions, net of recoveries for accounts receivable and financing receivables amounted to a net provision of $2.6 million in 2017, as compared to $1.0 million in 2016 and $0.8 million in 2015. The higher charge in 2017 as compared to prior years’ is primarily resulting from the deterioration in the financial condition of certain theater exhibitors and studios.

The Company’s accounts receivables and financing receivables are subject to credit risk, as a result of geographical location, exchange rate fluctuations, and other unforeseeable financial difficulties. These receivables are concentrated with the leading theater exhibitors and studios in the film entertainment industry. To minimize the Company’s credit risk, the Company retains title to underlying theater systems leased, performs initial and ongoing credit evaluations of its customers and makes ongoing provisions for its estimate of potentially uncollectible amounts. Accordingly, the Company believes it has adequately protected itself against exposures relating to receivables and contractual commitments.

Asset Impairments and Other Charges

In 2017, the Company identified and wrote off $1.2 million related to a certain loan that is no longer considered collectible. No such charge was recognized in the prior years comparative period.

The Company recorded a charge related to property, plant and equipment of $0.2 million and $0.4 million in 2016 and 2015, respectively, reflecting assets that no longer meet the capitalization requirements. No such charge was recorded in thefiscal year ended December 31, 2016.

In 2016,2022, and is incorporated by reference into this Annual Report on Form 10-K for the Company recognized a $0.2 million other-than-temporary impairment of its investments as the value is not expected to recover based on the length of time and extent to which the market value has been less than cost, as compared to $0.4 million in 2015. No such charge was recorded in thefiscal year ended December 31, 2017.2023.

Interest IncomeOperating 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 System sale and Expense

Interest income was $1.0 million in 2017, as compared to $1.5 million in 2016 and $1.0 million in 2015.

Interest expense was $1.9 million in 2017, as compared to $1.8 million in 2016 and $1.7 million in 2015. Consistent with its historical financial reporting, the Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the interest expense in its consolidated statements of operations rather than income tax expense. In 2017, 2016 and 2015, the Company recovered less than $0.1 million, respectively, in potential interest and penalties associated with its provision for uncertain tax positions. Also included in interest expense is the amortization of deferred finance costs inlease agreements, (ii) the amount of $0.6 million, $0.5 millionupfront payments collected in respect of IMAX System sale and $1.0 millionlease agreements in 2017, 2016 and 2015, respectively. The Company’s policy is to defer and amortize allbacklog, (iii) the costs relating to debt financing which are paid directly to the debt provider, over the lifebox office performance of the debt instrument.

Exit costs, restructuring charges and associated impairments

Exit costs, restructuring charges and associated impairments were $16.2 million in the year ended December 31, 2017 which is comprised of costs incurred to exit an existing operating lease, employee severance costs, costs of consolidating facilities and contract termination costs. No such charges were incurred in prior years.

Income Taxes

The Company’s effective tax rate differs from the statutory tax rate and varies from year to year primarily as a result of numerous permanent differences, investmentfilms and other tax credits, the provision for income taxes at different rates in foreign and other provincial jurisdictions, enacted statutory tax rate increases or reductions in the year, including the impact of the Tax Cuts and Jobs Act (the “Tax Act”), changes due to foreign exchange, changes in the Company’s valuation allowance based on the Company’s recoverability assessments of deferred tax assets, and favorable or unfavorable resolution of various tax examinations.

The Company recorded income tax expense of $16.8 million for the year-ended December 31, 2017. The effective tax rate for the year of 55.9% was significantly higher than the statutory rate due to the impact of the Tax Act, which was enacted on December 22, 2017content distributed by the U.S. government. The Tax Act makes broadCompany and/or released to IMAX locations, (iv) the level of inventory purchases and complex changes toinvestment in joint revenue sharing arrangements, and (v) the U.S. tax code including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21%, and imposing other limitations and changes that limit or eliminate various deductions, including interest expense, performance based compensation for certain executives, and other deductions requiring there-measurement of deferred tax assets and liabilities. U.S. GAAP requires that the impact of changes to tax legislation be recognized in the period in which the law was enacted.

On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act when a company does not have all the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and other changes in the legislation on deferred tax assets and liabilities the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions the Company may take.

The effect of there-measurement on deferred taxes is reflected entirely in the period that includes the enactment date and is allocated directly to income tax expense. As of December 31, 2017, the Company can determine a reasonable estimate of the effects of tax reform and is recording that estimate as a provisional amount. The provisionalre-measurement of the deferred tax assets and liabilities resulted in a $9.3 million discrete tax provision which increased the effective tax rate by 31.1% for the year. The provisionalre-measurement amount may change as data becomes available allowing more accurate scheduling of the deferred tax assets and liabilities.

The Tax Act also includes a number of other changes including: (a) the imposition of aone-time deemed repatriation tax on accumulated foreign earnings (the “Transition Tax”), (b) a 100% dividends received deduction on dividends from foreign affiliates, (c) a current inclusion in U.S. federal taxable income of earnings of foreign affiliates that are determined to be global intangible low taxed income or “GILTI”, (d) creation of the base erosion anti-abuse tax, or “BEAT”, (e) provision for an effective tax rate of 13.125% for certain income derived from outside of the U.S. (referred to as foreign derived intangible income or “FDII”) and, (f) 100% expensing of qualifying fixed assets acquired after September 27, 2017.

Given that the Company is a Canadian based multinational with subsidiary operations in the US and other foreign jurisdictions a number of these changes are not anticipated to impact the Company. The Company does not expect to be subject to the BEAT, Transition Tax or GILTI given its current legal and tax structures. The Company will be eligible to expense qualifying fixed assets acquired after September 27, 2017, and will be impacted by the additional limitations imposed on the deductibility of executive compensation, and does not expect to be adversely impacted by the limitations placed on the deductibility of interest expense. The impact of the Tax Act may differ from this estimate, during theone-year measurement period due to, among other things, further refinementlevel of the Company’s calculations, changes in interpretationsoperating expenses, including expenses for research and assumptions the Company has made, guidance that may be issueddevelopment and actions the Company may take as a result of the Tax Act.new business initiatives.

As a result, no income taxes have been provided for any undistributed foreign earnings, or any additional outside basis differences inherent in these foreign entities, as the Company is a Canadian corporation and these amounts continue to be indefinitely reinvested in foreign operations which are owned directly or indirectly.

As at December 31, 2017, the Company had a gross deferred income tax asset of $30.9 million, against which the Company is carrying a $0.2 million valuation allowance. For the year ended December 31, 2017,2023, the Company recordednet cash provided by the Company’s operating activities totaled $58.6 million, as compared to $17.3 million in the prior year, an income tax provisionimprovement of $16.8$41.3 million. In 2023, the net cash provided by the Company’s operating activities is principally a result of revenue growth attributable to the record box office performance of the films distributed through the IMAX network, revenue from the installation of IMAX Systems and revenue associated with the amendments and renewals of IMAX Systems arrangements. This is partially offset by $20.3 million which includedof variable consideration receivables resulting from incremental sales arrangements, including upgrades and amendments, and change in variable consideration estimate, and $20.4 million of expenditures incurred in connection with the development of Film Assets.

For the year ended December 31, 2022, the net cash inflow from operating activities of $17.3 million was principally a provisionfunction of $1.4the Company’s cash earnings, as well as Financing Receivables, partially offset by the increase in Accounts Receivable of $29.0 million resulting from revenue growth attributable to the strength of the box office performance of the films distributed through the IMAX network during the last quarter of the year and $19.6 million spent in connection with the development of Film Assets.

Investing Activities

For the year ended December 31, 2023, the net cash used in the Company’s investing activities totaled $31.8 million, as compared to $53.3 million in 2022. In 2023, the net cash used in investing activities is driven by $18.0 million invested in equipment contributed to the Company’s joint revenue sharing arrangements with exhibitor customers, $6.5 million related to the purchase of property, plant and equipment, and $8.3 million of intangible assets acquired, principally related to the continued development or purchase of internal use software. The Company considers its provisioninvestment in joint revenue sharing arrangements to be reflective of growth capital expenditures.

In 2022, the net cash used in investing activities is driven by $15.9 million paid for uncertain tax positions. In addition, includedthe acquisition of SSIMWAVE, net of cash and cash equivalents acquired, $19.8 million invested in equipment to be used in the provision for income taxes wasCompany’s joint revenue sharing arrangements with exhibitor customers, $4.7 million invested by IMAX (Shanghai) Culture and Technology Co., Ltd, a $0.6wholly-owned subsidiary of IMAX China, in the movie Mozart from Space (see “Asset Impairment” above), $8.4 million provision for tax shortfalls related to stock-based compensation costs recognizedthe purchase of property, plant and equipment, and $4.4 million of intangible assets acquired, principally related to the development of internal use software.

Capital expenditures, including the Company’s investment in joint revenue sharing arrangements, the purchase of property, plant and equipment, the acquisition of other intangible assets, and investments in films were $53.2 million in 2023 as compared to $57.0 million in 2022. Based on management’s operating plan for 2023, the Company expects to continue to use cash to deploy additional IMAX Systems under joint revenue sharing arrangements.

Financing Activities

For the year ended December 31, 2023, the net cash used in the period,Company’s financing activities totaled $48.5 million, as compared to $58.5 million used by financing activities in the prior year. In 2023, the net cash used in financing activities is principally due to $13.5 million in net repayments of revolving credit facility borrowings, $26.8 million used to repurchase common shares of the Company, $6.5 million in taxes withheld on vested employee equity awards, and the $9.3$1.4 million charge relatingof dividends paid to there-measurement non-controlling interests of IMAX China.

59


In 2022, the net cash used in financing activities is principally due to $83.2 million used to repurchase common shares of the Company ($80.1 million) and IMAX China ($3.0 million), $3.7 million paid to purchase treasury stock for the settlement of RSUs and related taxes, $2.7 million of dividends paid to the non-controlling interests of IMAX China, and $2.3 million in fees paid in relation to the Sixth Amended and Restated Credit Agreement entered into by the Company during the first quarter of 2022, partially offset by $34.3 million in net cash inflow from revolving credit facility borrowings. (Refer to Note 14(b) to Consolidated Financial Statements in Part II, Item 8.)

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2023, the Company’s principal sources of liquidity included: (i) its balances of cash and cash equivalents of $76.2 million; (ii) the anticipated collection of trade accounts receivable, which includes amounts owed under joint revenue sharing arrangements and film remastering agreements with movie studios; (iii) the anticipated collection of financing receivables due in the next 12 months under sale and sales-type lease arrangements for systems currently in operation; and (iv) installment payments expected in the next 12 months under sale and sales-type lease arrangements in backlog. Under the terms of the Company’s US deferred tax assetstypical sale and liabilities givensales-type lease agreements, the enactmentCompany receives substantial cash payments before it completes the performance of its contractual obligations.

In addition, as of December 31, 2023, the Company also had $276.0 million in available borrowing capacity under its Sixth Amended and Restated Credit Agreement, with Wells Fargo Bank, National Association (the “Credit Agreement”), $26.8 million in available borrowing capacity under the IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”) revolving credit facility with the Bank of China (the “Bank of China Facility”), and $28.2 million in available borrowing capacity under IMAX Shanghai’s revolving credit facility with HSBC Bank (China) Company Limited, Shanghai Branch (the “HSBC China Facility”). (Refer to Note 14(a) to Consolidated Financial Statements in Part II, Item 8 for a description of the Tax Act.material terms of the Credit Agreement, the Bank of China Facility, and the HSBC Facility.)

The Company recorded an income tax provisionCompany’s $76.2 million balance of $16.2cash and cash equivalents as of December 31, 2023 (December 31, 2022 — $97.4 million) includes $68.5 million for 2016,in cash held outside of Canada (December 31, 2022 — $79.7 million), of which $1.6$30.0 million is relatedwas held in the People's Republic of China (PRC) (December 31, 2022 — $43.7 million). Management reassessed its strategy with respect to a decreasethe most efficient means of deploying the Company’s capital resources globally and determined that historical earnings of certain foreign subsidiaries in its provision for uncertain tax positions and offset by net income tax recoveryexcess of $0.1 million.

amounts required to sustain business operations would no longer be indefinitely reinvested. During the year ended December 31, 2017, after considering all available evidence, both positive2023, $24.0 million of historical earnings from a subsidiary in China were distributed (December 31, 2022 — $27.4 million) and, as a result, $2.4 million of foreign withholding taxes were paid to the relevant tax authorities (December 31, 2022 — $2.7 million). As of December 31, 2023, the Company’s Consolidated Balance Sheets include a deferred tax liability of $12.5 million (December 31, 2022 — $14.9 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 flow 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 recent profits, projected future profitability, backlog, carry forward periods for,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 utilization of net operating loss carryovers and tax credits, discretionary deductions and other factors) and negative (including cumulative losses in past years and other factors),that the Company concluded that the valuation allowance againstwill be able to fund its operations through cash flows from operations. In particular, the Company’s deferred tax assets was adequate. The remaining $0.2 million balance in the valuation allowance as at December 31, 2017 is primarily attributableoperating cash flows and cash balances will be adversely impacted if management’s projections of future signings and installations of IMAX Systems and box office performance of remastered content distributed to certain U.S. state net operating loss carryovers that may expire without being utilized.

The Company’s Chinese subsidiary has made certain enquiries of the Chinese State Administration of Taxation regarding the potential deductibility of certain stock based compensation for stock options issued by the Chinese subsidiary’s parent company, IMAX China. In addition, Chinese regulatory authorities responsible for capital and exchange controls will need to review and approve the proposed transactions before they can be completed. There may be a requirement for future investment of funds into China in order to secure the deduction. Should the Company proceed, any such future investment would come from existing capital invested in the IMAX China group of companies being redeployed amongst the IMAX China group of companies, including the Chinese subsidiary. The Company is unable to reliably estimate the magnitude of the related tax benefits at this time.network are not realized.

Equity-Accounted Investments

The Company accounts for investments in new business ventures using the guidance of the FASB ASC 323. At December 31, 2017, the equity method of accounting is being utilized for investments with a total carrying value of $nil (December 31, 2016 — $nil). The Company’s accumulated losses in excess of its equity investment were $2.0 million as at December 31, 2017 and $0.5 million as at December 31, 2016, and are classified in Accrued and other liabilities. For the year ended December 31, 2017, gross revenues, cost2023, the Company had $76.2 million balance of revenuecash and cash equivalents and net loss for these investments were $2.5cash provided by the Company’s operating activities of $58.6 million $3.9which improved $41.3 million from 2022. Based on the Company’s current cash balances and $2.5 million, respectively (2016 — $0.6 million, $6.8 millionoperating cash flows, management expects to have sufficient capital and $6.2 million, respectively; 2015 — $nil, $9.3 millionliquidity to fund its anticipated operating needs and $9.1 million, respectively). Thecapital requirements during the next twelve-month period following the date of this report.

60


CONTRACTUAL OBLIGATIONS

Payments to be made by the Company recorded its proportionate shareunder contractual obligations as of the net loss which amounted to $0.7 million for 2017 as compared to $2.3 million in 2016 and $2.4 million in 2015.

Non-Controlling Interests

The Company’s consolidated financial statements include thenon-controlling interest in the net income of IMAX China resulting from the IMAX China Investment and the IMAX China IPO as well as the impact ofnon-controlling interests in its subsidiaries created for the Film Fund and VR Content Fund activity. For the year ended December 31, 2017, the net income attributable2023 are as follows:

 

 

Payments Due by Period

 

(In thousands of U.S. Dollars)

 

Total
Obligation

 

 

Less Than One Year

 

 

1 to 3 years

 

 

3 to 5 years

 

 

Thereafter

 

Purchase obligations(1)

 

$

35,210

 

 

$

33,723

 

 

$

1,192

 

 

$

24

 

 

$

271

 

Pension obligations(2)

 

 

20,298

 

 

 

 

 

 

20,298

 

 

 

 

 

 

 

Operating lease obligations(3)

 

 

14,898

 

 

 

2,740

 

 

 

5,026

 

 

 

4,965

 

 

 

2,167

 

Finance lease obligations

 

 

518

 

 

 

518

 

 

 

 

 

 

 

 

 

 

Wells Fargo Facility

 

 

24,000

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

Federal Economic Development Loan(4)

 

 

3,200

 

 

 

965

 

 

 

2,235

 

 

 

 

 

 

 

Convertible Notes(5)

 

 

232,875

 

 

 

1,150

 

 

 

231,725

 

 

 

 

 

 

 

Postretirement benefits obligations

 

 

2,489

 

 

 

106

 

 

 

221

 

 

 

228

 

 

 

1,934

 

 

 

$

333,488

 

 

$

63,202

 

 

$

260,697

 

 

$

5,217

 

 

$

4,372

 

(1)
Represents total payments tonon-controlling interests of the Company’s subsidiaries was $10.2 million (2016 — $10.5 million; 2015 — $8.8 million).

Pension Plan

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 the Company’sits CEO, Mr. Richard L. Gelfond. As at December 31, 2017, the Company had an unfunded and accrued projectedThe SERP has a fixed benefit obligationpayable of approximately $19.0 million (December 31, 2016 — $19.6 million) in respect of the SERP.

$20.3 million. The components of net periodic benefit cost were as follows:

   Years ended December 31, 
   2017   2016   2015 

Interest cost

  $427   $261   $253 
  

 

 

   

 

 

   

 

 

 

Pension expense

  $427   $261   $253 
  

 

 

   

 

 

   

 

 

 

The plan experienced an actuarial gain of $1.0 million during 2017, $0.2 million in 2016, and $0.2 million in 2015 resulting primarily from the continuing change in the Pension Benefit Guaranty Corporation (“PBGC”) published annuity interest rates year-over-year used to determine thetable above assumes that Mr. Gelfond will receive a lump sum payment underof $20.3 million six months after retirement at the plan.

Underend of the term of his current employment agreement, which expires on December 31, 2025, in accordance with 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 employment agreement dated November 8, 2016, the term of Mr. Gelfond’s employment was extended through December 31, 2019, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of the arrangement, no compensation earned beginning(Refer to Note 23 to Consolidated Financial Statements in 2011 is to be included in calculating this entitlementPart II, Item 8.)

(3)
Represents total minimum annual rental payments due under the SERP.

Company’s operating leases.

(4)
The Company has a postretirement plan to provide health and welfare benefits to Canadian employees meeting certain eligibility requirements. As at December 31, 2017, the Company had an unfunded benefit obligation of $1.7 million (December 31, 2016 — $1.7 million). For the year ended December 31, 2017 the Company contributed and expensed an aggregate of $0.1 million (2016 — $0.1 million; 2015 — $0.1 million).

In July 2000, the Company agreed to maintain health benefits for Messrs. Gelfond and Bradley J. Wechsler, the Company’s formerCo-CEO and current Chairman of its Board of Directors, upon retirement. As at December 31, 2017, the Company had an unfunded benefit obligation recorded of $0.7 million (December 31, 2016 — $0.6 million). For the year ended December 31, 2017 the Company contributed and expensed an aggregate of less than $0.1 million (2016 — $0.1 million; 2015 — $0.2 million).

The Company also maintains a deferred compensation retirement plan (the “Retirement Plan”) covering Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The Company has agreed to make a total contribution of $3.2 million over Mr. Foster’s employment term. The Retirement Plan is subject to a vesting schedule based on continued employment with the Company, such that 25% will vest July 2019; 50% will vest July 2022; 75% will vest July 2025; and Mr. FosterFederal Economic Development Loan will be 100% vestedrepayable over 36 months, with repayments estimated to begin in July 2027. As at December 31, 2017, the Company had an unfunded benefit obligation recorded of $1.0 million (December 31, 2016 - $0.5 million). During 2017, the Company contributed and expensed an aggregate of $0.7 million (2016 — $0.5 million).

Stock-Based Compensation

January 2024. (Refer to Note 14(b) to Consolidated Financial Statements in Part II, Item 8.)

(5)
The Company estimates the fair value of stock option awards on the date of grant using fair value measurement techniques. The fair value of RSU awards is equal to the closing price of the Company’s common stock on the date of grant.

Stock-based compensation expense recognized under FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”) for 2017, 2016 and 2015 was $23.0 million, $30.5 million and $21.9 million, respectively. The following reflects the Company’s stock-based compensation expense recorded to the respective financial statement line items in 2017:

   2017 

Cost and expenses applicable to revenues

  $1,704 

Selling, general and administrative expenses

   20,393 

Research and development

   556 

Exit costs, restructuring charges and associated impairments

   357 
  

 

 

 
  $23,010 
  

 

 

 

In 2016 and 2015, all stock-based compensation expense was recorded in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

Credit Facility

The Company maintains a senior secured credit facility (the “Credit Facility”) with a maximum borrowing capacity of $200.0 million and a scheduled maturity of March 3, 2020. The Credit Facility is collateralized by a first priority security interest in substantially all of the present and future assets of the Company and the Guarantors. Certain of the Company’s subsidiaries serve as guarantors (the “Guarantors”) of the Company’s obligations under the Credit Facility.

The terms of the Credit Facility are set forth in the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), dated March 3, 2015, among the Company, the Guarantors, the lenders named therein, Wells Fargo Bank, National Association (“Wells Fargo”), as agent and issuing lender (Wells Fargo, together with the lenders named therein, the “Lenders”) and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner and in various collateral and security documents entered into by the Company and the Guarantors.

Total amounts drawn and available under the Credit Facility at December 31, 2017 were $nil and $200.0 million, respectively (December 31, 2016 – $nil and $200.0 million, respectively).

Under the Credit Facility, the effective interest rate for the year ended December 31, 2017 was nil, as no amounts were outstanding during the period (2016 – nil).

The Credit Agreement provides that the Company is required at all times to satisfy a Minimum Liquidity Test (as defined in the Credit Agreement) of at least $50.0 million. The Company is also required to maintain minimum Adjusted EBITDA per Credit Facility (as defined in the Credit Agreement as EBITDA and referred to herein as Adjusted EBITDA per Credit Facility) of $100.0 million, and a Maximum Total Leverage Ratio (as defined in the Credit Agreement) of 1.75:1.0. The Company was in compliance with all of these requirements at December 31, 2017. The Maximum Total Leverage Ratio was 0.19:1 as at December 31, 2017, where Total Debt (as defined in the Credit Agreement) is the sum of all obligations evidenced by notes, bonds, debentures or similar instruments and was $25.7 million. Adjusted EBITDA per Credit Facility is calculated as follows:

Adjusted EBITDA per Credit Facility:    
(In thousands of U.S. Dollars)    

Net income

   $12,518 

Add (subtract):

  

Provision for income taxes

   16,790 

Interest expense, net of interest income

   915 

Depreciation and amortization, including film asset amortization(1)

   66,245 
  

 

 

 

EBITDA

  $96,468 

Exit costs, restructuring charges and associated impairments

   16,174 

Stock and othernon-cash compensation

   23,718 

Write-downs, net of recoveries including asset impairments and receivable provisions(1)

   24,015 

Loss from equity accounted investments

   703 
  

 

 

 

Adjusted EBITDA beforenon-controlling interests

   161,078 

Adjusted EBITDA attributable tonon-controlling interests(2)

   (22,927
  

 

 

 

Adjusted EBITDA per Credit Facility

  $138,151
  

 

 

 

Adjusted EBITDA per Credit Facility, excluding impact from “Marvel’s Inhumans

  $126,158
  

 

 

 

*Adjusted EBITDA per Credit Facility of $138.2 million includes the impact of the Company’s investment in “Marvel’s Inhumans”, which resulted in a $13.0 million loss. However, as permitted by the Credit Facility, this loss was offset by addbacks of $13.3 million and $11.7 million for amortization and impairment charges, respectively, relating to the investment, the net effect of which was to increase Adjusted EBITDA per Credit Facility by $12.0 million. This investment represents the Company’s first foray into a commercial television property, and therefore the Adjusted EBITDA per Credit Facility metric presented above may not be reflective of the Company’s typical operational activity. Further, the Company does not yet know whether it will make similar investments in the future. As a result, the Company is also presenting Adjusted EBITDA per Credit Facility excluding the impact of “Marvel’s Inhumans” to better facilitate comparisons to prior and future periods.

(1)See note 17 to the audited consolidated financial statements in Item 8 of the Company’s 2017 Form10-K.
(2)The Adjusted EBITDA per Credit Facility calculation specified for purposes of the minimum Adjusted EBITDA per Credit Facility covenant excludes the reduction in Adjusted EBITDA per Credit Facility from the Company’snon-controlling interests.

Playa Vista Financing

In 2014, IMAX PV Development Inc., (“PV Borrower”) a wholly-owned subsidiary of the Company, entered into a loan agreement with Wells Fargo to principally fund the costs of development and construction of the Company’s new West Coast headquarters, located in the Playa Vista neighborhood of Los Angeles, California (the “Playa Vista Loan”).

The Playa Vista Loan was fully drawn at $30.0 million and boreConvertible Notes bear interest at a variable interest rate of 0.500% per annum equal to 2.0% aboveon the30-day LIBOR rate. PV Borrower was required to make monthly payments principal of combined principal$230.0 million, payable semi-annually in arrears on April 1 and interest over a10-year term with a lump sum payment at the endOctober 1 of year 10. The Playa Vista Loan is being amortized over 15 years. The Playa Vista Loan will be fully due and payable on October 19, 2025 (the “Maturity Date”), and may be prepaid at any time without premium, but with all accrued interest and other applicable payments.

The Playa Vista Loan is secured by a deed of trust from PV Borrower in favor of Wells Fargo and other documents evidencing and securing the loan, granting a first lien on and security interest in the Playa Vista property and the Playa Vista project, including all improvements to be constructed thereon. The company has also guaranteed Playa Vista Loan.

The Loan Documents contain affirmative, negative and financial covenants (including compliance with the financial covenants of the Company’s outstanding Credit Facility), agreements, representations, warranties, borrowing conditions, and events of default customary for development projects such as the Playa Vista Project.

Total amount drawn under the Playa Vista Loan as at December 31, 2017 was $25.7 million (December 31, 2016 — $27.7 million). Under the Playa Vista Loan, the effective interest rate for December 31, 2017 was 3.14% (December 31, 2016 — 2.52%).

Letters of Credit and Other Commitments

As at December 31, 2017 and 2016, the Company did not have any letters of credit and advance payment guarantees outstanding, under the Credit Facility.

The Company also has a $10.0 million facility for advance payment guarantees and letters of credit through the Bank of Montreal for use solely in conjunction with guarantees fully insured by Export Development Canada (the “Bank of Montreal Facility”). The Bank of Montreal Facility is unsecured and includes typical affirmative and negative covenants, including delivery of annual consolidated financial statements within 120 days of the end of the fiscaleach year. The Bank of Montreal Facility is subjectConvertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. (Refer to periodic annual reviews. As at December 31, 2017, the Company did not have any letters of credit and advance payment guarantees outstanding under the Bank of Montreal Facility (December 31, 2016 – $0.1 million).

Cash and Cash Equivalents

As at December 31, 2017, the Company’s principal sources of liquidity included cash and cash equivalents of $158.7 million, the Credit Facility, anticipated collection from trade accounts receivable of $130.5 million including receivables from theaters under joint revenue sharing arrangements and DMR agreements with studios, anticipated collection from financing receivables dueNote 14(b) Consolidated Financial Statements in the next 12 months of $27.0 million and payments expected in the next 12 months on existing backlog deals. As at December 31, 2017, the Company did not have any amount drawn on the Credit Facility (remaining availability of $200.0 million) and the Company had $25.7 million drawn on the Playa Vista Loan. There were no letters of credit and advance payment guarantees outstanding under the Credit Facility and the Bank of Montreal Facility. Cash held outside of North America as at December 31, 2017 was $119.4 million (December 31, 2016 — $117.4 million), of which $32.6 million was held in the People’s Republic of China (“PRC”) (December 31, 2016 — $31.5 million). The Company’s intent is to permanently reinvest these amounts outside of Canada and the Company does not currently anticipate that it will need funds generated from foreign operations to fund North American operations. In the event funds from foreign operations are needed to fund operations in North America and if withholding taxes have not already been previously provided, the Company would be required to accrue and pay these additional withholding tax amounts on repatriation of funds from China to Canada. The Company currently estimates this amount to be $6.9 million.

During the year ended December 31, 2017, the Company’s operations provided cash of $85.4 million. The Company used cash of $73.5 million to fund capital expenditures, to build equipment for use in joint revenue sharing arrangements, to purchase other intangible assets, to invest in new business ventures such as its VR initiatives and to purchase property, plant and equipment. These uses of cash were partially offset by cash provided by operating activities. Based on management’s current operating plan for 2018, the Company expects to continue to use cash to deploy additional theater systems under joint revenue sharing arrangements, to fund DMR agreements with studios, invest in new business ventures and continued share repurchases. Cash flows from joint revenue sharing arrangements are derived from the theaterbox-office and concession revenues and the Company invested directly in the roll out of 105 new theater systems under joint revenue sharing arrangements in the year ending December 31, 2017, of which 86 new theater systems were capitalized by the Company.

The Company completed its previously announced $200.0 million share repurchase program in the second quarter of 2017 by repurchasing 1,736,150 common shares at an average price of $26.57 per share. The retired shares were repurchased for $46.1 million.

In June 2017, the Company announced a number of actions aimed at increasing Company value, including the approval by the Company’s Board of Directors of a new share repurchase program which authorizes the repurchase of up to $200.0 million of its common shares by June 30, 2020. The repurchases may be made either in the open market or through private transactions, 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. There were no repurchases of shares under the new share repurchase program during the year.

In addition, the Company has implemented a cost reduction plan with the goal to create annualized cost savings aimed at increasing profitability, operating leverage and free cash flow. For more details see notes 14 and 22 to the accompanying consolidated financial statements inPart II, Item 8 of this 2017 Form10-K.

The Company’s operating cash flow will be adversely affected if management’s projections of future signings for theater systems and film performance, theater installations and film productions are not realized. The Company forecasts its short-term liquidity requirements on a quarterly and annual basis. Since the Company’s future cash flows are based on estimates and there may be factors that are outside of the Company’s control (see “Risk Factors” in Item 1A in the Company’s 2017Form 10-K), there is no guarantee that the Company will continue to be able to fund its operations through cash flows from operations. Under the terms of the Company’s typical sale and sales-type lease agreement, the Company receives substantial cash payments before the Company completes the performance of its obligations. Similarly, the Company receives cash payments for some of its film productions in advance of related cash expenditures. Based on the Company’s cash flow from operations and facilities, it expects to have sufficient capital and liquidity to fund its operations in the normal course for the next 12 months.

Operating Activities

The Company’s net cash provided by operating activities is affected by a number of factors, including the proceeds associated with new signings of theater system lease and sale agreements in the year, costs associated with contributing systems under joint revenue sharing arrangements, thebox-office performance of films distributed by the Company and/or released to IMAX theaters, increases or decreases in the Company’s operating expenses, including research and development and new business initiatives, and the level of cash collections received from its customers.

Cash provided by operating activities amounted to $85.4 million for the year ended December 31, 2017. Changes in othernon-cash operating assets as compared to December 31, 2016 include:

a net increase of $37.8 million in accounts receivable resulting from amounts billed in the year offset by cash receipts;8.)

a net increase of $7.3 million in financing receivables primarily due to ongoing minimum rent payments received offset by installation and recognition of IMAX theater systems under sales or sales-type lease arrangements;

a net decrease of $10.8 million in inventories as the amounts relieved from inventory for systems recognized and service parts used exceeded thebuild-up of inventory for future IMAX theater system installations under sales or hybrid arrangements;

a net increase of $0.9 million in prepaid expenses due to timing; and

a net increase of $0.5 million in other assets which primarily reflects a change in commission and other deferred selling expenses.

Changes in other operating liabilities as compared to December 31, 2016 include: a net increase in deferred revenue of $22.9 million related to backlog payments received in the current period, offset by amount relieved from deferred revenue related to theater system installations; a net increase in accounts payable of $4.2 million; and a net decrease of $0.6 million in accrued liabilities, both of which are due to normal operational activity.

Investing Activities

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 $106.6 million in 2017 as compared to $85.3 million in 2016. The Company expects its investment in capital expenditures to remain fairly consistent as the nature of these cash outlays in particular, joint revenue sharing arrangements and film assets, exist to strengthen operational performances.

Net cash used in investing activities amounted to $73.6 million in year ended December 31, 2017, which includes purchases of $24.1 million in property, plant and equipment of which $4.5 million is for the Company’s new business segment assets, an investment in joint revenue sharing equipment of $42.6 million, an investment in new business ventures of $1.6 million and an investment in other intangible assets of $5.2 million, primarily related to expanding the functionality of the Company’s enterprise resource planning system.

Financing Activities

Net cash used in financing activities in the year ended December 31, 2017 amounted to $57.5 million as compared to $125.8 million in the year ended December 31, 2016. In the year ended December 31, 2017, the Company paid $46.1 million for the repurchase of common shares under the Company’s share repurchase program and $25.5 million to purchase treasury stock for the settlement of restricted share units and options. In addition, the Company also made repayments of $2.0 million under the Playa Vista Loan. These cash outlays were offset by $16.7 million received from the issuance of common shares resulting from stock option exercises and a $0.6 million of taxes withheld and paid on vested employee stock awards.

Prior Year Cash Flow Activities

Net cash provided by operating activities amounted to $77.9 million in the year ended December 31, 2016. Changes in othernon-cash operating assets as compared to 2015 included: a net increase of $1.4 million in accounts receivable; a net increase of $4.6 million in financing receivables; a net increase of $3.8 million in inventories; a net increase of $0.1 million in prepaid expenses; and a net increase of $6.7 million in other assets which includes an increase of $5.7 million in prepaid tax and a net increase of $1.0 million in other assets which reflect a change in commissions and other deferred selling expenses. Changes in other operating liabilities as compared to December 31, 2015 included: a net decrease in deferred revenue of $14.7 million related to amounts relieved from deferred revenue due to theater system installations, offset partially by payments received in the current year related to theater systems not yet installed; a net decrease in accounts payable of $3.4 million; and a net increase of $3.9 million in accrued liabilities.

Net cash used in investing activities amounted to $64.9 million in 2016, which included purchases of $15.3 million in property, plant and equipment, an investment in joint revenue sharing equipment of $42.9 million, an investment in new business ventures of $1.9 million and an investment in other intangible assets of $4.8 million.

Net cash provided by financing activities in 2016 amounted to $125.8 million as compared to cash used in financing activities of $204.7 million in 2015. In 2016, the Company paid $116.5 million for the repurchase of common shares under the Company’s share repurchase program and $19.9 million to purchase treasury stock for the settlement of restricted share units and options. In addition, the Company paid $2.4 million of taxes relating to secondary sales and repatriation dividends and $0.5 million of taxes relating to employee stock award vesting. Furthermore, the Company also made $2.0 million in repayments under the Playa Vista Loan. These cash outlays were offset by $13.1 million received from the issuance of common shares resulting from stock option exercises, and $2.5 million received from a capital contribution to the Film Fund made by third parties.

Capital expenditures including the Company’s investment in joint revenue sharing equipment, purchase of property, plant and equipment, net of sales proceeds, other intangible assets and investments in film assets were $85.3 million in the year ended December 31, 2016.

CONTRACTUAL OBLIGATIONS

Payments to be made by the Company under contractual obligations as of December 31, 2017 are as follows:

   Payments Due by Fiscal Year 
(In thousands of U.S. Dollars)  Total
Obligations
   1 year   > 1 - 3 years   > 3 - 5 years   Thereafter 

Purchase obligations

  $38,055   $38,055   $—     $—     $—   

Pension obligations

   20,076    —      20,076    —      —   

Operating lease obligations

   24,933    6,226    5,007    2,761    10,939 

Playa Vista Loan

   25,667    2,000    4,000    4,000    15,667 

Postretirement benefits obligations

   4,569    746    1,093    908    1,822 

Other financial commitments

   10,677    6,677    4,000    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $123,977   $53,704   $34,176   $7,669   $28,428 
  

 

 

   

 

 

��  

 

 

   

 

 

   

 

 

 

(1)The Company’s 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 SERP assumptions are that Mr. Gelfond will receive a lump sum payment six months after retirement at the end of the current term of his employment agreement (December 31, 2019), although Mr. Gelfond has not informed the Company that he intends to retire at that time.
(3)The Company’s total minimum annual rental payments to be made under operating leases, mostly consisting of rent at the Company’s property in New York and at the various owned and operated theaters.
(4)The Playa Vista Loan is fully due and payable on October 19, 2025. The Company is required to make monthly payments of combined principal and interest.
(5)Other financial commitments include the Company’s total minimum commitment toward the development, production, post-production and marketing, related to certain film and new content initiatives for which a term sheet and/or agreement has been executed.

Pension and Postretirement Obligations

The Company has an unfunded defined benefit pension plan, the SERP, covering Mr. Gelfond. As at December 31, 2017, the Company had an unfunded and accrued projected benefit obligation of approximately $19.0 million (December 31, 2016 — $19.6 million) in respect of the SERP.

Pursuant to an employment agreement dated November 8, 2016, the term of Mr. Gelfond’s employment was extended through December 31, 2019, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of the arrangement, no compensation earned beginning in 2011 is to be included in calculating his entitlement under the SERP.

The Company has a postretirement plan to provide health and welfare benefits to Canadian employees meeting certain eligibility requirements. As at December 31, 2017, the Company had an unfunded benefit obligation of $1.7 million (December 31, 2016 — $1.7 million).

In July 2000, the Company agreed to maintain health benefits for Messrs. Gelfond and Bradley J. Wechsler, the Company’s formerCo-CEO and current Chairman of its Board of Directors, upon retirement. As at December 31, 2017, the Company had an unfunded benefit obligation of $0.7 million (December 31, 2016 — $0.6 million).

The Company also maintains a Retirement Plan covering Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The Company has agreed to make a total contribution of $3.2 million over Mr. Foster’s employment term. The Retirement Plan is subject to a vesting schedule based on continued employment with the Company, such that 25% will vest July 2019; 50% will vest July 2022; 75% will vest July 2025; and Mr. Foster will be 100% vested in July 2027. As at December 31, 2017, the Company had an unfunded benefit obligation recorded of $1.0 million (December 31, 2016 — $0.5 million).

OFF-BALANCE SHEET ARRANGEMENTS

There are currently nooff-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Company’s financial condition.

NON-GAAP FINANCIAL MEASURES

Item 7A.Quantitative and Qualitative Factors about Market Risk

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 income or loss attributable to common shareholders;

Adjusted net income or loss attributable to common shareholders per basic and diluted share;

EBITDA; and

Adjusted EBITDA per Credit Facility.

Adjusted net income or loss attributable to common shareholders and adjusted net income or loss attributable to common shareholders per basic and diluted share exclude, where applicable: (i) share-based compensation; (ii) COVID-19 government relief benefits; (iii) realized and unrealized investment gains or losses; (iv) transaction-related expenses; and (v) restructuring and executive transition costs, as well as the related tax impact of these adjustments.

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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.

Reconciliations of net income (loss) attributable to common shareholders and the associated per share amounts to adjusted net income (loss) attributable to common shareholders and adjusted net income attributable to common shareholders per basic and diluted share are presented in the table below.

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

(In thousands of U.S. Dollars, except per share amounts)

 

Net Income

 

 

Per Diluted Share

 

 

Net (Loss)
Income

 

 

Per Diluted Share

 

Net income (loss) attributable to common shareholders

 

$

25,335

 

 

$

0.46

 

 

$

(22,800

)

 

$

(0.40

)

Adjustments(1):

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

23,184

 

 

 

0.42

 

 

 

26,382

 

 

 

0.46

 

Unrealized investment gains

 

 

(558

)

 

 

(0.01

)

 

 

(70

)

 

 

 

Transaction-related expenses(2)

 

 

3,361

 

 

 

0.06

 

 

 

1,122

 

 

 

0.02

 

Restructuring and executive transition costs(3)

 

 

2,688

 

 

 

0.05

 

 

 

 

 

 

 

COVID-19 government relief benefits, net

 

 

 

 

 

 

 

 

(373

)

 

 

(0.01

)

Tax impact on items listed above

 

 

(1,931

)

 

 

(0.04

)

 

 

(1,054

)

 

 

(0.02

)

Adjusted net income(1)

 

$

52,079

 

 

$

0.94

 

 

$

3,207

 

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

 

 

 

54,310

 

 

 

 

 

 

56,674

 

Weighted average shares outstanding - diluted

 

 

 

 

 

55,146

 

 

 

 

 

 

57,371

 

(1)
Reflects amounts attributable to common shareholders.
(2)
Reflects costs in connection with the Company’s proposal to acquire the outstanding 96.3 million shares in IMAX China in 2023 and costs incurred associated with the acquisition of SSIMWAVE in 2022.
(3)
Reflects costs in connection with the departure of the President, IMAX Entertainment and Executive Vice President of the Company and other employees to capture efficiencies and centralize certain operational roles. (Refer to Note 26 to Consolidated Financial Statements in Part II, Item 8.)

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 with 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) transaction-related expenses; (iv) restructuring and executive transition costs; and (v) write-downs, net of recoveries, including asset impairments and credit loss expense.

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Reconciliations of net income 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.

 

For the Twelve Months Ended December 31, 2023

 

 

Attributable to

 

 

 

 

 

 

 

 

Non-controlling

 

 

Less:

 

 

 

 

 

 

Interests and

 

 

Attributable to

 

 

Attributable to

 

(In thousands of U.S. Dollars)

Common Shareholders

 

 

Non-controlling Interests

 

 

Common Shareholders

 

Reported net income

$

 

33,066

 

 

$

 

7,731

 

 

$

 

25,335

 

Add (subtract):

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

13,051

 

 

 

 

1,725

 

 

 

 

11,326

 

Interest expense, net of interest income

 

 

2,101

 

 

 

 

(408

)

 

 

 

2,509

 

Depreciation and amortization, including film asset amortization

 

 

60,022

 

 

 

 

5,312

 

 

 

 

54,710

 

Amortization of deferred financing costs(1)

 

 

2,235

 

 

 

 

 

 

 

 

2,235

 

EBITDA

 

 

110,475

 

 

 

 

14,360

 

 

 

 

96,115

 

Share-based and other non-cash compensation

 

 

24,230

 

 

 

 

774

 

 

 

 

23,456

 

Unrealized investment gains

 

 

(465

)

 

 

 

(93

)

 

 

 

(372

)

Transaction-related expenses(2)

 

 

3,569

 

 

 

 

208

 

 

 

 

3,361

 

Write-downs, including asset impairments and credit loss expense

 

 

3,273

 

 

 

 

362

 

 

 

 

2,911

 

Restructuring and executive transition costs(3)

 

 

2,946

 

 

 

 

258

 

 

 

 

2,688

 

Adjusted EBITDA per Credit Facility

$

 

144,028

 

 

$

 

15,869

 

 

$

 

128,159

 

(1)
The amortization of deferred financing costs is recorded within Interest Expense in the Consolidated Statements of Operations.
(2)
Reflects costs incurred resulting from the Company’s proposal to acquire the outstanding 96.3 million shares in IMAX China.
(3)
Reflects costs in connection with the departure of the President, IMAX Entertainment and Executive Vice President of the Company and other employees to capture efficiencies and centralize certain operational roles. (Refer to Note 26 to Consolidated Financial Statements in Part II, Item 8.)

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.

63


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,Dollar, the Canadian dollarDollar (“CAD”), and the Chinese Yuan Renminbi.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. dollarsDollars while a significant portion of its costs and expenses is denominated in Canadian dollars.Dollars. A portion of the Company’s net U.S. dollarDollar cash flows is converted to Canadian dollarsDollars to fund Canadian dollarDollar expenses through the spot market. In addition, IMAX films generate box office in 7590 different countries, and therefore unfavorable exchange rates between applicable local currencies and the U.S. dollarDollar could have an impact on the GBO generated by the Company’s reported gross box officeexhibitor customers and its revenues. The Company has incoming cash flows from its revenue generating theatersIMAX network and ongoing operating expenses in China through its majority-owned subsidiary IMAX (Shanghai) Multimedia Technology Co., Ltd.Shanghai. In Japan, the Company has ongoingYen-denominated operating expenses related to its Japanese operations. Net RenminbiRMB and Japanese Yen cash flows are converted to U.S. dollarsDollars through the spot market. The Company also has cash receipts under leases denominated in Renminbi,RMB, Japanese Yen, British Pound Sterling, Euros and Canadian dollars.Dollars.

The Company manages its exposure to foreign exchange rate risks through the Company’sits 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.

TheCertain of the Company’s PRC subsidiaries IMAX (Shanghai) Multimedia Technology Co., Ltd. and IMAX (Shanghai) Theatre Technology Services Co. Ltd., held approximately RMB 213.0 million Renminbi ($32.6or $30.0 million U.S. dollars) in cash and cash equivalents in the PRC as atof December 31, 20172023 (December 31, 20162022218.2RMB 303.8 million Renminbi or $31.5 million U.S. dollars)$43.6 million) and are required to transact locally in Renminbi.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 AdministrativeAdministration of Foreign Exchange to complete. Any developments relating to the Chinese economy and any actions taken by the ChinaChinese government are beyond the control of the Company,Company; however, the Company monitors and manages its capital and liquidity requirements to ensure compliance with local regulatory and policy requirements. (Refer to “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business there”)

For the year ended December 31, 2017,2023, the Company recorded a foreign exchange net gainloss of $1.0$0.7 million as compared to a foreign exchange net loss of $0.9$3.2 million in 2016,2022, associated with the translation of foreign currency denominated monetary assets and liabilities.liabilities, primarily due to the slower pace of RMB weakening against the U.S. Dollar throughout 2023 compared to 2022. The impact of changes in foreign currency valuations versus the U.S. Dollar led to a decrease in GBO of $30.4 million in 2023 as compared to prior year rates.

The Company has entered into a series of foreign currency forward contracts to manage the Company’s risks associated with the volatility of foreign currencies. TheThese foreign currency forward contracts havemet 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, 2023, with settlement dates throughout 20182024 and 2019.2025. Foreign currency derivatives are recognized and measured in the balance sheetConsolidated Balance Sheets at fair value. Changes in the fair value (gains(i.e., gains or losses) are recognized in the consolidated statementConsolidated Statements of operationsOperations except for derivatives designated and qualifying as foreign currency cash flow hedging instruments. All foreign currency forward contracts held by theThe Company as at December 31, 2017, are designatedcurrently has cash flow hedging instruments associated with Selling, General and qualify as foreign currency hedging instruments.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 incomewithin Accumulated Other Comprehensive Loss and reclassified to the consolidated statementsConsolidated Statements of operationsOperations when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the consolidated statementConsolidated Statements of operations. Operations.

The notional value of foreign currency cash flow hedging instruments atthat qualify for hedge accounting as of December 31, 20172023 was $35.2$40.6 million (December 31, 20162022$37.8$24.7 million). A gain of $2.5$0.6 million was recorded to Other Comprehensive (Loss) Income with respect to the depreciation/appreciationchange in thefair value of these contracts in 2017 (20162023 (2022 — loss of $1.3 million; 2021 — gain of $1.0 million).$0.5 million ). A gainloss of $0.8$0.9 million was reclassified from Accumulated Other Comprehensive IncomeLoss to selling, generalSelling, General and administrative expensesAdministrative Expenses in 2017 (20162023 (2022 — loss of $3.1$0.6 million; 2021 — gain of $1.7 million). Appreciation, primarily due to the fairly stabilized CAD against the U.S. Dollar through most of 2023 compared to 2022, when the CAD weakened against the U.S. Dollar. In 2023, there were no gains or depreciation onlosses resulting from a change in the classification of certain forward contracts notno longer meeting the requirements for hedge accounting in the Derivativeswere reclassified from Accumulated Other Comprehensive Loss to Selling, General and Hedging TopicAdministrative Expenses (2022 — $nil). The notional value of the FASB Accounting Standards Codification are recorded to selling, general and administrative expenses.forward contracts that do not qualify for hedge accounting as of December 31, 2023 was $nil (December 31, 2022 — $nil).

64


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.

AtAs of December 31, 2017,2023, the Company’s financing receivablesFinancing Receivables and working capital items denominated in Canadian dollars, Renminbi,Dollars, RMB, Japanese Yen, Euros and Eurosother foreign currencies translated into U.S. dollarsDollars was $90.1 million.$172.7 million, of which $172.5 million was denominated in RMB. Assuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates atas of December 31, 2017,2023, the potential change in the fair value of foreign currency-denominated financing receivables and working capital items would have been $9.0$17.3 million. A significant portion of the Company’s selling, general,Selling, General, and administrative expensesAdministrative Expenses is denominated in Canadian dollars.Dollars. Assuming a 1% change appreciation or depreciation in foreign currency exchange rates atas of December 31, 2017,2023, the potential change in the amount of selling, general,Selling, General, and administrative expensesAdministrative Expenses would be $0.1 million for every $10.0 million in Canadian denominated expenditures.$0.2 million.

Interest Rate Risk Management

The Company’s earnings aremay also be affected by changes in interest rates due toand the resulting impact of those changes have on its interest income from cash, and its interest expense from variable-rate borrowings underborrowings.

For the Credit Facility.

As atyear ended December 31, 2017 and 2016 the Company had not drawn down on its Credit Facility.

As at December 31, 2017,2023 the Company had drawn down $25.7$24.0 million on its Playa Vista LoanCredit Facility (December 31, 20162022$27.7$25.0 million).

The Company’s largest exposure with respect, $nil on its HSBC China Facility (December 31, 2022 — $12.5 million) and $nil on its Bank of China Facility (December 31, 2022 — $0.4 million), which are all subject to variable rate debt comes from changes in LIBOR. effective interest rates.

The Company hadCompany’s variable rate debt instruments representing 9.8%were $24.0 million as of December 31, 2023 or 37% less than $37.9 million as of December 31 2022. Variable rate debt instruments represented 5% and 12.0%8% of its total liabilities atas of December 31, 20172023 and 2016,2022, respectively. If the interest rates available to the Company increased by 10%, the Company’s interest expense would increase by approximately $0.1$0.2 million and interest income from cash would increase by approximately $0.1$0.2 million. These amounts are determined by considering the impact of the hypothetical interest rates on the Company’s variable rate debt and cash balances atas of December 31, 2017.

2023.

Item 8.Financial Statements and Supplementary Data

65


Item 8.Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Page

Report of Independent Registered Public Accounting Firm(PCAOB Firm ID 271)

66

67

Consolidated Balance Sheets as atof December 31, 20172023 and 20162022

68

70

Consolidated Statements of Operations for the years ended December 31, 2017, 20162023, 2022 and 20152021

69

71

Consolidated Statements of Comprehensive Incomeincome (loss) for the years ended December 31, 2017, 20162023, 2022 and 20152021

70

72

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162023, 2022 and 20152021

71

73

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 20162023, 2022 and 20152021

72

74

Notes to Consolidated Financial Statements

73

75

************

66


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, 20172023 and December 31, 2016,2022, and the related consolidated statements of operations, comprehensive income,income(loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,2023, including the related notes and the schedule of valuation and qualifying accounts for each of the three years in the period then ended December 31, 2017 appearing on page 140 (collectively referred to as the consolidated financial statements). We also have audited the entity’sCompany’s internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal 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 consolidated financial position of the entityCompany as of December 31, 20172023 and December 31, 20162022, and its consolidatedthe results of its operations and its consolidated cash flows for each of the three years in the period ended December 31, 20172023 in conformity with accounting principles generally accepted in the United States of America (US GAAP).America. Also in our opinion, the entityCompany maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal Control - Integrated Framework (2013) issued by the COSO.

Change in accounting principle

As discussed in note 3 to the consolidated financial statements, the entity changed the manner in which it accounts for the income tax effect of the intra-entity transfers of assets other than inventory in 2017.

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’sManagement's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.9A of this Annual Report on Form 10-K. Our responsibility is to express opinions on the entity’sCompany’s consolidated financial statements and on the entity’sCompany’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 entityCompany 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.

Definition and limitationsLimitations of internal controlInternal Control over financial reportingFinancial Reporting

A Company’scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. An entity’sA 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 entity;company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entitycompany are being made only in accordance with authorizations of management and directors of the entity;company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’scompany’s assets that could have a material effect on the consolidated financial statements.

67


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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - IMAX Systems

As described in notes 2(o) and 20(a) to the consolidated financial statements, the Company recognized revenue from System Sales related to the IMAX Technology Products and Services segment of $93.3 million for the year ended December 31, 2023 ($65.5 million for the year ended December 31, 2022). Management evaluates whether a system arrangement involves either a sale or a lease of a system, and for those arrangements that are accounted for as a sale of a 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 system, the transaction price allocated to the performance obligation is recognized when the conditions signifying transfer of control have been met. For system arrangements, management applied significant judgement in (i) determining whether the system arrangement related to either a sale or a lease by considering the terms of the arrangement including title to the 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 System Sales is a critical audit matter are that management identified the matter as a critical accounting estimate, and there was significant judgement required by management in (i) determining whether the system arrangement related to a sale or a lease, and based on the type of sale or lease each arrangement represents, whether it falls in the scope of ASC 606 or ASC 842; (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 judgement, subjectivity and effort in performing procedures and evaluating audit evidence relating to the revenue recognition of System Sales.

68


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 memoranda produced for each system arrangement which include the determination of the type of 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 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 theatres 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 theatres associated with the arrangement involved evaluating whether the assumption was reasonable considering the current and past performance of the underlying theatres. 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 theatre openings during the year.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

February 27, 2018

Toronto, Canada

February 27, 2024

We have served as the entity’sCompany’s auditor since 1987, which includes periods before the entityCompany became subject to SEC reporting requirements.

69


IMAX CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)Dollars except share amounts)

 

 

As of December 31,

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

76,200

 

 

$

97,401

 

Accounts receivable, net of allowance for credit losses

 

 

136,259

 

 

 

136,142

 

Financing receivables, net of allowance for credit losses

 

 

127,154

 

 

 

129,384

 

Variable consideration receivables, net of allowance for credit losses

 

 

64,338

 

 

 

44,024

 

Inventories

 

 

31,584

 

 

 

31,534

 

Prepaid expenses

 

 

12,345

 

 

 

12,343

 

Film assets, net of accumulated amortization

 

 

6,786

 

 

 

5,277

 

Property, plant and equipment, net of accumulated depreciation

 

 

243,299

 

 

 

252,896

 

Investment in equity securities

 

 

 

 

 

1,035

 

Other assets

 

 

20,879

 

 

 

15,665

 

Deferred income tax assets, net of valuation allowance

 

 

7,988

 

 

 

9,900

 

Goodwill

 

 

52,815

 

 

 

52,815

 

Other intangible assets, net of accumulated amortization

 

 

35,022

 

 

 

32,738

 

Total assets

 

$

814,669

 

 

$

821,154

 

Liabilities

 

 

 

 

 

 

Accounts payable

 

$

26,386

 

 

$

25,237

 

Accrued and other liabilities

 

 

111,013

 

 

 

117,286

 

Deferred revenue

 

 

67,105

 

 

 

70,940

 

Revolving credit facility borrowings, net of unamortized debt issuance costs

 

 

22,924

 

 

 

36,111

 

Convertible notes and other borrowings, net of unamortized discounts and debt issuance costs

 

 

229,131

 

 

 

226,912

 

Deferred income tax liabilities

 

 

12,521

 

 

 

14,900

 

Total liabilities

 

 

469,080

 

 

 

491,386

 

Commitments, contingencies and guarantees (see Notes 15 and 16)

 

 

 

 

 

 

Non-controlling interests

 

 

658

 

 

 

722

 

Shareholders’ equity

 

 

 

 

 

 

Capital stock common shares — no par value. Authorized — unlimited number.

 

 

 

 

 

 

53,260,276 issued and outstanding (December 31, 2022 — 54,148,614 issued and outstanding)

 

 

389,048

 

 

 

376,715

 

Other equity

 

 

185,087

 

 

 

185,678

 

Statutory surplus reserve

 

 

3,932

 

 

 

3,932

 

Accumulated deficit

 

 

(292,845

)

 

 

(293,124

)

Accumulated other comprehensive loss

 

 

(12,081

)

 

 

(9,846

)

Total shareholders’ equity attributable to common shareholders

 

 

273,141

 

 

 

263,355

 

Non-controlling interests

 

 

71,790

 

 

 

65,691

 

Total shareholders’ equity

 

 

344,931

 

 

 

329,046

 

Total liabilities and shareholders’ equity

 

$

814,669

 

 

$

821,154

 

   As at December 31, 
   2017  2016 

Assets

   

Cash and cash equivalents

  $158,725  $204,759 

Accounts receivable, net of allowance for doubtful accounts of $1,613 (December 31, 2016 — $1,250)

   130,546   96,349 

Financing receivables (notes 4 and 19(c))

   129,494   122,125 

Inventories (note 5)

   30,788   42,121 

Prepaid expenses

   7,549   6,626 

Film assets (note 6)

   5,026   16,522 

Property, plant and equipment (note 7)

   276,781   245,415 

Other assets (notes 8 and 19(e))

   26,757   33,195 

Deferred income taxes (note 9)

   30,708   20,779 

Other intangible assets (note 10)

   31,211   30,416 

Goodwill

   39,027   39,027 
  

 

 

  

 

 

 

Total assets

  $866,612  $857,334 
  

 

 

  

 

 

 

Liabilities

   

Bank indebtedness (note 11)

  $25,357  $27,316 

Accounts payable

   24,235   19,990 

Accrued and other liabilities (notes 6, 12, 13, 14(c), 19(b), 19(d), 20 and 22)

   100,140   93,208 

Deferred revenue

   113,270   90,266 
  

 

 

  

 

 

 

Total liabilities

   263,002   230,780 
  

 

 

  

 

 

 

Commitments and contingencies (notes 12 and 13)

   

Non-controlling interests (note 21)

   1,353   4,980 
  

 

 

  

 

 

 

Shareholders’ equity

   

Capital stock (note 14) common shares — no par value. Authorized — unlimited number. 64,902,201 — issued and 64,695,550 — outstanding (December 31, 2016 — 66,224,467 — issued and 66,159,902 — outstanding)

   445,797   439,213 

Less: Treasury stock, 206,651 shares at cost (December 31, 2016 — 64,565)

   (5,133  (1,939

Other equity

   175,300   177,304 

Accumulated deficit

   (87,592  (47,366

Accumulated other comprehensive loss

   (626  (5,200
  

 

 

  

 

 

 

Total shareholders’ equity attributable to common shareholders

   527,746   562,012 

Non-controlling interests (note 21)

   74,511   59,562 
  

 

 

  

 

 

 

Total shareholders’ equity

   602,257   621,574 
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $866,612  $857,334 
  

 

 

  

 

 

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

70


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars,Dollars, except per share amounts)

   Years Ended December 31, 
   2017  2016  2015 

Revenues

    

Equipment and product sales (note 15(c))

  $103,294  $122,382  $118,937 

Services (note 15(c))

   195,594   166,862   161,964 

Rentals (note 15(c))

   72,281   77,315   83,651 

Finance income

   9,598   9,500   9,112 

Other (note 15(a))

   —     1,275   141 
  

 

 

  

 

 

  

 

 

 
   380,767   377,334   373,805 
  

 

 

  

 

 

  

 

 

 

Costs and expenses applicable to revenues (note 2(m))

    

Equipment and product sales

   48,172   69,680   63,635 

Services (note 15(c))

   120,629   83,780   70,855 

Rentals

   26,720   21,086   20,027 

Other

   —     110   —   
  

 

 

  

 

 

  

 

 

 
   195,521   174,656   154,517 
  

 

 

  

 

 

  

 

 

 

Gross margin

   185,246   202,678   219,288 

Selling, general and administrative expenses (note 15(b)) (including share-based compensation expense of $20.4 million, $30.5 million and $21.9 million for 2017, 2016 and 2015, respectively)

   110,400   124,745   115,345 

Research and development

   20,855   16,315   12,730 

Amortization of intangibles

   3,019   2,079   1,860 

Receivable provisions, net of recoveries (note 16)

   2,647   954   752 

Asset impairments (notes 7 and 19(e))

   1,225   417   830 

Exit costs, restructuring charges and associated impairments (note 22)

   16,174   —     —   
  

 

 

  

 

 

  

 

 

 

Income from operations

   30,926   58,168   87,771 

Interest income

   1,027   1,490   968 

Interest expense

   (1,942  (1,805  (1,661
  

 

 

  

 

 

  

 

 

 

Income from operations before income taxes

   30,011   57,853   87,078 

Provision for income taxes

   (16,790  (16,212  (20,052

Loss from equity-accounted investments, net of tax

   (703  (2,321  (2,402
  

 

 

  

 

 

  

 

 

 

Net income

   12,518   39,320   64,624 

Less: net income attributable tonon-controlling interests (note 21)

   (10,174  (10,532  (8,780
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholders

  $2,344  $28,788  $55,844 
  

 

 

  

 

 

  

 

 

 

Net income per share attributable to common shareholders - basic and diluted: (note 14(d))

 

  

Net income per share — basic

  $0.04  $0.43  $0.79 
  

 

 

  

 

 

  

 

 

 

Net income per share — diluted

  $0.04  $0.42  $0.78 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues

 

 

 

 

 

 

 

 

 

Technology sales

 

$

100,792

 

 

$

69,158

 

 

$

66,153

 

Image enhancement and maintenance services

 

 

189,752

 

 

 

161,379

 

 

 

131,148

 

Technology rentals

 

 

75,566

 

 

 

61,786

 

 

 

46,790

 

Finance income

 

 

8,729

 

 

 

8,482

 

 

 

10,792

 

 

 

374,839

 

 

 

300,805

 

 

 

254,883

 

Costs and expenses applicable to revenues

 

 

 

 

 

 

 

 

 

Technology sales

 

 

46,756

 

 

 

37,610

 

 

 

37,039

 

Image enhancement and maintenance services

 

 

88,056

 

 

 

81,834

 

 

 

58,062

 

Technology rentals

 

 

25,686

 

 

 

25,006

 

 

 

25,376

 

 

 

160,498

 

 

 

144,450

 

 

 

120,477

 

Gross margin

 

 

214,341

 

 

 

156,355

 

 

 

134,406

 

Selling, general and administrative expenses

 

 

144,406

 

 

 

138,043

 

 

 

117,322

 

Research and development

 

 

10,110

 

 

 

5,300

 

 

 

6,944

 

Amortization of intangible assets

 

 

4,578

 

 

 

4,829

 

 

 

4,877

 

Credit loss expense (reversal), net

 

 

1,759

 

 

 

8,547

 

 

 

(3,951

)

Asset impairments

 

 

144

 

 

 

4,470

 

 

 

 

Legal judgment and arbitration awards

 

 

 

 

 

 

 

 

(1,770

)

Restructuring and executive transition costs

 

 

2,946

 

 

 

 

 

 

 

Income (loss) from operations

 

 

50,398

 

 

 

(4,834

)

 

 

10,984

 

Realized and unrealized investment gains

 

 

465

 

 

 

70

 

 

 

5,340

 

Retirement benefits non-service expense

 

 

(411

)

 

 

(556

)

 

 

(463

)

Interest income

 

 

2,486

 

 

 

1,428

 

 

 

2,218

 

Interest expense

 

 

(6,821

)

 

 

(5,877

)

 

 

(7,092

)

Income (loss) before taxes

 

 

46,117

 

 

 

(9,769

)

 

 

10,987

 

Income tax expense

 

 

(13,051

)

 

 

(10,108

)

 

 

(20,564

)

Net income (loss)

 

 

33,066

 

 

 

(19,877

)

 

 

(9,577

)

Net income attributable to non-controlling interests

 

 

(7,731

)

 

 

(2,923

)

 

 

(12,752

)

Net income (loss) attributable to common shareholders

 

$

25,335

 

 

$

(22,800

)

 

$

(22,329

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common shareholders:

 

Basic

 

$

0.47

 

 

$

(0.40

)

 

$

(0.38

)

Diluted

 

$

0.46

 

 

$

(0.40

)

 

$

(0.38

)

Weighted average shares outstanding (in thousands):

 

 

 

 

 

 

 

 

 

Basic

 

 

54,310

 

 

 

56,674

 

 

 

59,126

 

Diluted

 

 

55,146

 

 

 

56,674

 

 

 

59,126

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

71


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands of U.S. dollars)Dollars)

   Years Ended December 31, 
   2017  2016  2015 

Net income

  $12,518  $39,320  $64,624 
  

 

 

  

 

 

  

 

 

 

Unrealized defined benefit plan actuarial gain (note 20(a))

   1,004   159   180 

Unrealized postretirement benefit plans actuarial gain (notes 20(c) and 20(d))

   125   184   79 

Amortization of postretirement benefit plan actuarial loss (note 20(c))

   —     69   135 

Unrealized net gain (loss) from cash flow hedging instruments (note 19(d))

   2,545   1,049   (5,881

Realization of cash flow hedging net (gain) loss upon settlement (note 19(d))

   (824  3,078   3,217 

Foreign currency translation adjustments (note 2)

   3,618   (2,851  (2,121
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), before tax

   6,468   1,688   (4,391

Income tax (expense) benefit related to other comprehensive income (loss) (note 9(h))

   (746  (1,180  511 
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

   5,722   508   (3,880
  

 

 

  

 

 

  

 

 

 

Comprehensive income

   18,240   39,828   60,744 

Less: Comprehensive income attributable tonon-controlling interests

   (11,322  (8,797  (9,196
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to common shareholders

  $6,918  $31,031  $51,548 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net income (loss)

 

$

33,066

 

 

$

(19,877

)

 

$

(9,577

)

Other comprehensive (loss) income, before tax

 

 

 

 

 

 

 

 

 

Unrealized defined benefit plan actuarial (loss) gain

 

 

(75

)

 

 

2,901

 

 

 

132

 

Unrealized postretirement benefit plans actuarial (loss) gain

 

 

(37

)

 

 

754

 

 

 

140

 

Amortization of defined benefit and postretirement benefit plans net gain

 

 

(604

)

 

 

 

 

 

 

Amortization of prior service cost

 

 

 

 

 

184

 

 

 

185

 

Unrealized net gain (loss) from cash flow hedging instruments

 

 

575

 

 

 

(1,323

)

 

 

468

 

Realized net loss (gain) from cash flow hedging instruments

 

 

892

 

 

 

596

 

 

 

(1,707

)

Reclassification of unrealized gain from ineffective cash flow hedging instruments

 

 

 

 

 

 

 

 

(318

)

Foreign currency translation adjustments

 

 

(3,907

)

 

 

(20,594

)

 

 

3,364

 

Total other comprehensive (loss) income, before tax

 

 

(3,156

)

 

 

(17,482

)

 

 

2,264

 

Income tax (expense) benefit related to other comprehensive income

 

 

(181

)

 

 

(818

)

 

 

286

 

Other comprehensive (loss) income, net of tax

 

 

(3,337

)

 

 

(18,300

)

 

 

2,550

 

Comprehensive income (loss)

 

 

29,729

 

 

 

(38,177

)

 

 

(7,027

)

Comprehensive (income) loss attributable to non-controlling interests

 

 

(6,629

)

 

 

3,004

 

 

 

(13,763

)

Comprehensive income (loss) attributable to common shareholders

 

$

23,100

 

 

$

(35,173

)

 

$

(20,790

)

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

72


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)Dollars)

 

   Years Ended December 31, 
   2017  2016  2015 

Cash provided by (used in):

    

Operating Activities

    

Net income

  $12,518  $39,320  $64,624 

Adjustments to reconcile net income to cash from operations:

    

Depreciation and amortization (notes 17(c) and 18(a))

   66,807   46,485   42,803 

Write-downs, net of recoveries (notes 17(d) and 18(a))

   29,568   5,940   3,725 

Change in deferred income taxes

   (4,017  4,940   (1,336

Stock and othernon-cash compensation

   24,075   31,586   22,379 

Unrealized foreign currency exchange (gain) loss

   (502  462   785 

Loss from equity-accounted investments

   306   2,685   3,838 

Gain onnon-cash contribution to equity-accounted investees

   397   (364  (1,436

Investment in film assets

   (34,645  (22,308  (15,119

Changes in othernon-cash operating assets and liabilities (note 17(a))

   (9,141  (30,874  (36,058
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   85,366   77,872   84,205 
  

 

 

  

 

 

  

 

 

 

Investing Activities

    

Purchase of property, plant and equipment

   (24,143  (15,278  (43,257

Investment in joint revenue sharing equipment

   (42,634  (42,910  (28,474

Investment in new business ventures

   (1,606  (1,911  (2,000

Acquisition of other intangible assets

   (5,214  (4,787  (5,065
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (73,597  (64,886  (78,796
  

 

 

  

 

 

  

 

 

 

Financing Activities

    

Increase in bank indebtedness (note 11)

   —     —     25,290 

Repayment of bank indebtedness (note 11)

   (2,000  (2,000  (333

Repurchase of common shares

   (46,140  (116,518  (34,276

Settlement of restricted share units and options

   (20,331  (17,889  (10,000

Exercise of stock options

   16,668   13,113   35,609 

Taxes paid on secondary sales and repatriation dividend

   —     (2,443  —   

Treasury stock repurchased for future settlement of restricted share units

   (5,133  (1,996  —   

Taxes withheld and paid on employee stock awards vested

   (600  (528  (520

Issuance of subsidiary shares tonon-controlling interests - private offering

   —     2,479   40,000 

Share issuance costs from the issuance of subsidiary shares tonon-controlling interests - private offering

   —     —     (2,000

Issuance of subsidiary shares tonon-controlling interests - public offering

   —     —     178,226 

Share issuance expenses - public offering

   —     —     (16,257

Dividends paid tonon-controlling interests

   —     —     (9,511

Credit facility amendment fees paid

   —     —     (1,533
  

 

 

  

 

 

  

 

 

 

Net cash (used in) provided by financing activities

   (57,536  (125,782  204,695 
  

 

 

  

 

 

  

 

 

 

Effects of exchange rate changes on cash

   (267  106   842 
  

 

 

  

 

 

  

 

 

 

(Decrease) increase in cash and cash equivalents during year

   (46,034  (112,690  210,946 

Cash and cash equivalents, beginning of year

   204,759   317,449   106,503 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of year

  $158,725  $204,759  $317,449 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

 

33,066

 

 

$

 

(19,877

)

 

$

 

(9,577

)

Adjustments to reconcile net income (loss) to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

60,022

 

 

 

 

56,661

 

 

 

 

56,082

 

Amortization of deferred financing costs

 

 

 

2,235

 

 

 

 

3,177

 

 

 

 

2,513

 

Credit loss expense (reversal), net

 

 

 

1,759

 

 

 

 

8,547

 

 

 

 

(3,951

)

Write-downs, including asset impairments

 

 

 

1,884

 

 

 

 

7,176

 

 

 

 

1,764

 

Deferred income tax (benefit) expense

 

 

 

(1,447

)

 

 

 

(2,073

)

 

 

 

2,996

 

Share-based and other non-cash compensation

 

 

 

24,230

 

 

 

 

27,573

 

 

 

 

26,079

 

Unrealized foreign currency exchange (gain) loss

 

 

 

(212

)

 

 

 

1,108

 

 

 

 

256

 

Realized and unrealized investment gain

 

 

 

(465

)

 

 

 

(70

)

 

 

 

(5,340

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

(1,907

)

 

 

 

(29,003

)

 

 

 

(52,453

)

Inventories

 

 

 

(285

)

 

 

 

(5,529

)

 

 

 

11,451

 

Film assets

 

 

 

(20,394

)

 

 

 

(19,598

)

 

 

 

(14,810

)

Deferred revenue

 

 

 

(3,882

)

 

 

 

(11,572

)

 

 

 

(6,591

)

Changes in other operating assets and liabilities

 

 

 

(35,989

)

 

 

 

801

 

 

 

 

(2,354

)

Net cash provided by operating activities

 

 

 

58,615

 

 

 

 

17,321

 

 

 

 

6,065

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

 

(6,491

)

 

 

 

(8,424

)

 

 

 

(3,590

)

Investment in equipment for joint revenue sharing arrangements

 

 

 

(18,000

)

 

 

 

(19,803

)

 

 

 

(10,094

)

Interest in film classified as a financial instrument

 

 

 

 

 

 

 

(4,731

)

 

 

 

 

Acquisition of other intangible assets

 

 

 

(8,344

)

 

 

 

(4,394

)

 

 

 

(4,092

)

Proceeds from sale of equity securities

 

 

 

1,045

 

 

 

 

 

 

 

 

17,769

 

Acquisition of SSIMWAVE Inc., net of cash and cash equivalents acquired

 

 

 

 

 

 

 

(15,939

)

 

 

 

 

Net cash used in investing activities

 

 

 

(31,790

)

 

 

 

(53,291

)

 

 

 

(7

)

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible notes, net

 

 

 

 

 

 

 

 

 

 

 

223,675

 

Debt issuance costs related to convertible notes

 

 

 

 

 

 

 

 

 

 

 

(1,161

)

Purchase of capped calls related to convertible notes

 

 

 

 

 

 

 

 

 

 

 

(19,067

)

Proceeds from revolving credit facility borrowings

 

 

 

39,717

 

 

 

 

37,871

 

 

 

 

3,600

 

Repayments of revolving credit facility borrowings

 

 

 

(53,248

)

 

 

 

(3,600

)

 

 

 

(307,609

)

Proceeds from other borrowings

 

 

 

322

 

 

 

 

 

 

 

 

 

Repayment of other borrowings

 

 

 

(53

)

 

 

 

 

 

 

 

 

Credit facility amendment fees paid

 

 

 

(46

)

 

 

 

(2,279

)

 

 

 

(527

)

Repurchase of common shares, IMAX Corporation

 

 

 

(26,823

)

 

 

 

(80,124

)

 

 

 

(13,905

)

Repurchase of common shares, IMAX China

 

 

 

(15

)

 

 

 

(3,043

)

 

 

 

(10,060

)

Taxes withheld and paid on employee stock awards vested

 

 

 

(6,466

)

 

 

 

(3,687

)

 

 

 

(3,660

)

Common shares issued - stock options exercised

 

 

 

 

 

 

 

 

 

 

 

883

 

Principal payment under finance lease obligations

 

 

 

(480

)

 

 

 

(948

)

 

 

 

 

Dividends paid to non-controlling interests

 

 

 

(1,438

)

 

 

 

(2,704

)

 

 

 

(4,889

)

Net cash used in by financing activities

 

 

 

(48,530

)

 

 

 

(58,514

)

 

 

 

(132,720

)

Effects of exchange rate changes on cash

 

 

 

504

 

 

 

 

2,174

 

 

 

 

(1,006

)

Decrease in cash and cash equivalents during year

 

 

 

(21,201

)

 

 

 

(92,310

)

 

 

 

(127,668

)

Cash and cash equivalents, beginning of year

 

 

 

97,401

 

 

 

 

189,711

 

 

 

 

317,379

 

Cash and cash equivalents, end of year

 

$

 

76,200

 

 

$

 

97,401

 

 

$

 

189,711

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

73


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’SHAREHOLDERS' EQUITY

(In thousands of U.S. dollars)Dollars except share amounts)

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Adjustments to capital stock:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

376,715

 

 

$

409,979

 

 

$

407,020

 

Change in shares held in treasury

 

 

 

 

 

 

 

 

11

 

Restricted share units vested, net of shares withheld for employee tax obligations

 

 

13,701

 

 

 

11,597

 

 

 

9,833

 

Employee stock options exercised, net of shares withheld for employee tax obligations

 

 

 

 

 

 

 

 

883

 

Grant date fair value of stock options exercised

 

 

 

 

 

 

 

 

271

 

Average carrying value of repurchased and retired common shares

 

 

(1,368

)

 

 

(46,808

)

 

 

(8,039

)

Issuance of common shares in acquisition

 

 

 

 

 

1,947

 

 

 

 

Balance, end of year

 

 

389,048

 

 

 

376,715

 

 

 

409,979

 

Adjustments to other equity:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

185,678

 

 

 

174,620

 

 

 

188,845

 

Amortization of share-based payment expense - stock options

 

 

93

 

 

 

637

 

 

 

1,267

 

Amortization of share-based payment expense - restricted share units

 

 

12,502

 

 

 

18,952

 

 

 

17,116

 

Amortization of share-based payment expense - performance stock units

 

 

8,321

 

 

 

8,495

 

 

 

5,733

 

Restricted share units vested

 

 

(21,074

)

 

 

(16,441

)

 

 

(14,740

)

Grant date fair value of stock options exercised

 

 

 

 

 

 

 

 

(271

)

Change in ownership interest related to IMAX China common share repurchases

 

 

(433

)

 

 

(585

)

 

 

(4,263

)

Purchase of capped calls related to convertible notes

 

 

 

 

 

 

 

 

(19,067

)

Balance, end of year

 

 

185,087

 

 

 

185,678

 

 

 

174,620

 

Adjustments to statutory surplus reserve:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

3,932

 

 

 

3,932

 

 

 

 

Establishment of statutory surplus reserve, IMAX China

 

 

 

 

 

 

 

 

3,932

 

Balance, end of period

 

 

3,932

 

 

 

3,932

 

 

 

3,932

 

Adjustments to accumulated deficit:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

(293,124

)

 

 

(234,975

)

 

 

(202,849

)

Net income (loss) attributable to common shareholders

 

 

25,335

 

 

 

(22,800

)

 

 

(22,329

)

Statutory surplus reserve deducted from retained earnings, IMAX China

 

 

 

 

 

 

 

 

(3,932

)

Common shares repurchased and retired

 

 

(25,056

)

 

 

(35,349

)

 

 

(5,865

)

Balance, end of year

 

 

(292,845

)

 

 

(293,124

)

 

 

(234,975

)

Adjustments to accumulated other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

(9,846

)

 

 

2,527

 

 

 

988

 

Other comprehensive (loss) income, net of tax

 

 

(2,235

)

 

 

(12,373

)

 

 

1,539

 

Balance, end of year

 

 

(12,081

)

 

 

(9,846

)

 

 

2,527

 

Adjustments to non-controlling interests:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

65,691

 

 

 

73,531

 

 

 

70,004

 

Net income attributable to non-controlling interests

 

 

7,793

 

 

 

2,959

 

 

 

12,753

 

Other comprehensive (loss) income, net of tax

 

 

(1,102

)

 

 

(5,927

)

 

 

1,011

 

Share-based compensation attributable to non-controlling interests

 

 

428

 

 

 

290

 

 

 

449

 

Establishment of statutory surplus reserve, IMAX China

 

 

 

 

 

 

 

 

1,699

 

Statutory surplus reserve deducted from IMAX China retained earnings

 

 

 

 

 

 

 

 

(1,699

)

Dividends paid to non-controlling shareholders of IMAX China

 

 

(1,438

)

 

 

(2,704

)

 

 

(4,889

)

Change in ownership interest related to IMAX China common share repurchases

 

 

418

 

 

 

(2,458

)

 

 

(5,797

)

Balance, end of year

 

 

71,790

 

 

 

65,691

 

 

 

73,531

 

Total Shareholders’ Equity

 

$

344,931

 

 

$

329,046

 

 

$

429,614

 

Common shares issued and outstanding:

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

54,148,614

 

 

 

58,653,642

 

 

 

58,921,008

 

Employee stock options exercised

 

 

 

 

 

 

 

 

41,613

 

Restricted share units and stock option exercises settled from treasury shares purchased on open market

 

 

 

 

 

 

 

 

723

 

Performance stock units settled with new treasury shares

 

 

233,306

 

 

 

 

 

 

 

Restricted share units settled with new treasury shares

 

 

514,383

 

 

 

596,277

 

 

 

531,629

 

Repurchase of common shares

 

 

(1,636,027

)

 

 

(5,261,852

)

 

 

(841,331

)

Issuance of common shares in acquisition

 

 

 

 

 

160,547

 

 

 

 

Balance, end of year

 

 

53,260,276

 

 

 

54,148,614

 

 

 

58,653,642

 

  Common
Shares
Issued and
Outstanding
  Capital
Stock
  Other
Equity
  Accumulated
(Deficit)
Earnings
  Accumulated
Other
Comprehensive
Loss
  Non-
controlling
Interests
  Total
Shareholders’
Equity
 

Balance as at December 31, 2014

  68,988,050  $344,862  $47,319  $(6,259 $(3,147 $—    $382,775 

Net income

  —     —     —     64,624   —     —     64,624 

Other comprehensive loss, net of tax

  —     —     —     —     (4,296  416   (3,880

Net income attributable tonon-controlling interests

  —     —     —     (8,780  —     9,113   333 

Paid-in capital fornon-employee stock options granted

  —     —     81   —     —     —     81 

Employee stock options exercised

  1,650,643   49,756   (14,278  —     —     —     35,478 

Non-employee stock options exercised

  9,000   206   (75  —     —     —     131 

Paid-in capital for employee stock options granted

  —     —     12,225   —     —     —     12,225 

Paid-in capital for restricted share units granted

  —     —     8,075   —     —     —     8,075 

Restricted share units vested (net of shares withheld for tax)

  25,551   626   (1,151  —     —     —     (525

Restricted share units vested and issued to employees purchased on open market

  —     —     (6,203  —     —     —     (6,203

Stock options exercises settled from treasury shares purchased on open market

  —     —     (3,797  —     —     —     (3,797

Repurchase of common shares

  (1,000,000  (5,390  —     (28,886  —     —     (34,276

Accretion charges associated with redeemable common stock

  —     —     —     (769  —     —     (769

Utilization of windfall tax benefits from vested restricted share units and expensed stock options

  —     —     529   —     —     —     529 

Issuance of subsidiary shares, initial public offering

  —     71,291   106,935   —     —     —     178,226 

Share issuance expenses, initial public offering

  —     (13,041  (3,216  —     —     —     (16,257

Dividends paid

  —     —     —     —     —     (9,511  (9,511

Tax impact of sale of subsidiary shares in initial public offering

  —     —     (12,450  —     —     —     (12,450

Reduction innon-controlling interest value upon qualified initial public offering

  —     —     29,100   —     —     (29,100  —   

Conversion of Class C Shares upon initial public offering

  —     —     —     —     —     79,041   79,041 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at December 31, 2015

  69,673,244  $448,310  $163,094  $19,930  $(7,443 $49,959  $673,850 

Retrospective adjustment related to forfeiture rate

  —     —     5,331   (4,431  —     —     900 

Net income

  —     —     —     39,320   —     —     39,320 

Other comprehensive income, net of tax

  —     —     —     —     2,243   (1,735  508 

Net income attributable tonon-controlling interests

  —     —     —     (10,532  —     11,338   806 

Paid-in capital fornon-employee stock options granted

  —     —     30   —     —     —     30 

Employee stock options exercised

  347,814   11,431   (3,139  —     —     —     8,292 

Fair value of stock options exercised at the grant date

  —     3,139   —     —     —     —     3,139 

Paid-in capital for employee stock options granted

  —     —     13,766   —     —     —     13,766 

Paid-in capital for restricted share units granted

  —     —     16,493   —     —     —     16,493 

Restricted share units vested (net of shares withheld for tax)

  52,631   1,198   (14,731  —     —     —     (13,533

Stock options exercises settled from treasury shares purchased on open market

  —     —     (5,224  —     —     —     (5,224

Cash received from the issuance of common shares in excess of par value

  —     —     1,684   —     —     —     1,684 

Repurchase of common shares

  (3,849,222  (24,865  —     (91,653  —     —     (116,518

Shares held in treasury

  (64,565  (1,939  —     —     —     —     (1,939
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at December 31, 2016

  66,159,902  $437,274  $177,304  $(47,366 $(5,200 $59,562  $621,574 

Retrospective adjustment related to intra-entity transfers

  —     —     —     (8,314  —     —     (8,314

Net income

  —     —     —     12,518   —     —     12,518 

Other comprehensive income, net of tax

  —     —     —     —     4,574   1,148   5,722 

Net income attributable tonon-controlling interests

  —     —     —     (10,174  —     13,801   3,627 

Paid-in capital fornon-employee stock options granted

  —     —     17   —     —     —     17 

Employee stock options exercised

  405,229   14,652   (3,542  —     —     —     11,110 

Fair value of stock options exercised at the grant date

  —     3,542   —     —     —     —     3,542 

Paid-in capital for employee stock options granted

  —     —     5,496   —     —     —     5,496 

Paid-in capital for restricted share units granted

  —     —     17,157   —     —     —     17,157 

Restricted share units vested (net of shares withheld for tax)

  7,127   274   (14,756  —     —     —     (14,482

Stock options exercises settled from treasury shares purchased on open market

  66,093   —     (8,393  —     —     —     (8,393

Cash received from the issuance of common shares in excess of par value

  —     —     2,017   —     —     —     2,017 

Repurchase of common shares

  (1,736,150  (11,884  —     (34,256  —     —     (46,140

Shares held in treasury

  (206,651  (3,194  —     —     —     —     (3,194
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as at December 31, 2017

  64,695,550  $440,664  $175,300  $(87,592 $(626 $74,511  $602,257 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(TheSee the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

74


IMAX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of U.S. dollars,Dollars, unless otherwise stated)

1. Description of the Business

IMAX Corporation, together with its consolidated subsidiaries (the “Company” or “IMAX”) 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, 2023, IMAX Corporation indirectly owns 71.55% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China is ana consolidated subsidiary of the Company.

IMAX is a premier global technology platform for entertainment and events. Through its proprietary software, auditorium 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 company specializingof IMAX to connect with audiences in digitalinnovative ways. As a result, IMAX is among the most important and film-based motion picture technologies, whose principal activities are the:successful global distribution platforms. The Company’s global content portfolio includes blockbuster films, both from Hollywood and local language film industries worldwide; IMAX documentaries, both original and acquired (“IMAX Documentaries”); and IMAX events and experiences in emerging verticals including music, gaming, and sports.

design, manufacture,The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the IMAX film remastering (“IMAX Film Remastering” and formerly known as “IMAX DMR”) and the sale andor lease of proprietarypremium IMAX theater systems for (“IMAX theaters principally ownedSystem(s)”).

IMAX Systems are based on proprietary and operated by commercialpatented image, audio and institutional customers located in 75 countries as at December 31, 2017;

production, digitalre-mastering, post-production and/or distribution of certain films shown throughoutother technology developed over the IMAX theater network;

provision of other services to the IMAX theater network, including ongoing maintenance and extended warranty services for IMAX theater systems;

operation of certain theaters primarily in the United States; and

other activities, which includes short-term rental of cameras and aftermarket sales of projector system components.

The Company refers to all theaters using the IMAX theater system as “IMAX theaters.”

The Company’s revenues from equipment and product sales include the sale and sales-type leasing of its theater systems and sales of their associated parts and accessories, contingent rentals on sales-type leases and contingent additional payments on sales transactions.

The Company’s revenues from services include the provision of maintenance and extended warranty services, digitalre-mastering services, film production and film post-production services, film distribution, and the operation of certain theaters.

The Company’s rentals include revenues from the leasing of its theater systems that are operating leases, contingent rentals on operating leases, joint revenue sharing arrangements and the rentalcourse of the Company’s camerashistory since its founding in 1967. The customers for IMAX Systems are principally theatrical exhibitors that operate commercial multiplex theaters, and, camera equipment.to a much lesser extent, museums, science centers and destination entertainment sites. The Company does not own the locations in the IMAX network, except for one, and is not an exhibitor, but instead sells or leases the IMAX System to exhibitor customers along with a license to use its trademarks and ongoing maintenance services.

The Company’s finance income represents interest income arising from the sales-type leasesAs of December 31, 2023, there were 1,772 IMAX Systems operating in 90 countries and financed sales ofterritories, including 1,693 commercial multiplexes, 12 commercial destinations and 67 institutional locations in the Company’s theater systems.global network. This compares to 1,716 IMAX Systems operating in 87 countries and territories as of December 31, 2022 including 1,633 commercial multiplexes, 12 commercial destinations, and 71 institutional locations in the Company’s global network.

The Company’s other revenues includeCompany also distributes large-format documentary films, primarily to institutional theaters, and distributes exclusive IMAX events and experiences. In addition, the settlement of contractual obligations with customers.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.

2. Summary of Significant Accounting Policies

Significant accounting policies are summarized as follows:

The Company prepares its consolidated financial statementsConsolidated Financial Statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP.GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The significant accounting policies used by the Company are summarized below.

(a) Basis
Principles of Consolidation

The consolidated financial statementsConsolidated Financial Statements include the accounts of the Company together with its consolidated subsidiaries, except for subsidiaries which the Company hashave 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 the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”).U.S. GAAP.

75


The Company has 11 film and content related companies that are VIEs. For five of the Company’sinterests in 10 film production companies, thewhich have been identified as VIEs. The Company has determined that it is the primary beneficiary of and consolidates five of these entities as the Companyit has the power to direct the activities of the respective VIE that most significantly impact the respective VIE’s economic performance of the VIE, and it has the obligation to absorb losses of the VIE that could

potentially be significant to the respective VIE or the right to receive benefits from the respective VIE that could potentially be significant to the respective VIE.significant. The majority of the assets relating to these consolidated assetsproduction companies are held by the IMAX Original Film Fund (the “Original Film Fund”) and the virtual reality fund (the “VR Fund”) as described in note 21(b)Note 25(b). ForThe Company does not consolidate the other sixfive film production companies which are VIEs, the Company did not consolidate these film entities sincebecause 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 accountsmethod of accounting for these entities.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 a temporary decline is recognized as a charge toin the consolidated statementsConsolidated Statements of operations.Operations.

TotalAs of December 31, 2023 and 2022, total assets and liabilities of the Company’s consolidated VIEs are as follows:

  December 31,   December 31, 

 

December 31,

 

 

December 31,

 

  2017   2016 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Total assets

  $7,539   $10,346 

 

$

1,425

 

 

$

1,523

 

Total liabilities

   7,178    6,368 

 

$

246

 

 

$

248

 

Total assets

(b)
Estimates and liabilities of the VIE entities which the Company does not consolidate are as follows:

Assumptions

   December 31,   December 31, 
   2017   2016 

Total assets

  $448   $444 

Total liabilities

   388    363 

The Company’s exposure, which is determined based on the level of funding contributed by the Company and the development stage of the respective film, is $nil at December 31, 2017 (2016 — $nil).

The Company accounts for investments in new business ventures using the guidance of the FASB ASC 323 “Investments – Equity Method and Joint Ventures” (“ASC 323”) and ASC 320 “Investments in Debt and Equity Securities” (“ASC 320”), as appropriate.

All intercompany accounts and transactions, including all unrealized intercompany profits on transactions with equity-accounted investees, have been eliminated.

(b) Use of Estimates

The preparation of consolidated financial statements and related disclosures in conformityaccordance with U.S. GAAP requires management to make estimatesjudgments, assumptions, and judgmentsestimates that affect the amounts reported amountsin 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 assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statementsthe 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 reported amounts of revenues and expenses during the reporting period. Actual results coulddifferences may be materially different from these estimates. material.

Significant estimates made by management include, but are not limited to: selling prices associated with(i) the individual elementsallocation of the transaction price in multiple element arrangements; residual valuesan IMAX System arrangement to distinct performance obligations; (ii) the amount of leased theater systems; economic livesvariable consideration to be earned on sales of leased assets; allowances for potential uncollectabilityIMAX Systems based on projections of future box office performance; (iii) expected credit losses on accounts receivable, financing receivables, and net investment in leases;variable consideration receivables; (iv) provisions for inventory obsolescence; ultimate revenues for film assets; impairment provisions for film assets,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 and goodwill; depreciablesuch as the IMAX System equipment supporting joint revenue sharing arrangements; (vii) the economic lives of property, plant and equipment;the IMAX 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; accruals for contingencies including tax contingencies;(xii) estimates related to the fair value and projected vesting of share-based payment awards; (xiii) the valuation allowances forof deferred income tax assets; (xiv) reserves related to uncertain tax positions; and estimates(xv) the allocation of the fair valuepurchase price for the acquisition of stock-based payment awards.SSIMWAVE Inc. and its wholly-owned subsidiary (together, “SSIMWAVE”).

Commencing in March 2022, in response to numerous sanctions imposed by the United States, Canada and the European Union on companies transacting in Russia and Belarus resulting from ongoing conflict between Russia and Ukraine, the Company suspended its operations in Russia and Belarus. In 2022, the Company recorded provisions for potential credit losses against substantially all of its receivables in Russia due to uncertainties associated with the ongoing conflict and resulting sanctions. These receivables relate to existing sale agreements as the Company is not party to any joint revenue sharing arrangements in these countries. In addition, exhibitors in Russia, Ukraine, and Belarus were placed on nonaccrual status for maintenance revenue and finance income. In 2023, due to the resumption of operations throughout Ukraine’s theatrical exhibition industry, as evidenced by the reopening of all IMAX Systems in Ukraine and payments received from exhibitor customers therein, the Company recognized maintenance revenue and finance income in connection with those theaters. The Company closely monitors geopolitical conflicts (including any government sanctions imposed in response thereto) and its effects on the global economy and the Company.

76


On September 7, 2022, Cineworld Group plc (“Cineworld”), the parent company of Regal, and certain of its subsidiaries and Regal CineMedia Holdings, LLC, filed petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the Southern District of Texas. The Court approved Cineworld’s Plan of Reorganization (the “Plan”) on June 28, 2023, in which Cineworld disclosed that it plans to emerge from the Chapter 11 proceedings on or about July 28, 2023. On August 30, 2023, the Company and Cineworld entered into a Joint Stipulation and Agreed Order, which was entered by the Court on September 21, 2023 (the “Stipulation”), pursuant to which Cineworld assumed its global agreement with IMAX (the “Global Agreement”). The Stipulation provides that all amounts owed to IMAX will be paid by Cineworld and set out a revised timetable for all systems installations required of Cineworld under the Global Agreement. Cineworld has emerged from the Chapter 11 proceedings, and the Stipulation finalizes all matters between IMAX and Cineworld as a result of the restructuring. The Company has determined that no additional provision for expected credit losses is required.

(c)
Cash and Cash Equivalents

The Company considers all highly liquid investments convertible to a known amount of cash and with an original maturity to the Company of three months or less to be cash equivalents.

(d)
Receivables

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.

(d) Accounts Receivable and Financing Receivables

Allowances(Refer to Note 5 for doubtful accounts receivable are based onmore information related to the Company’s assessment of the collectability of specific customer balances, which is based upon a review of the customer’sreceivables and current expected credit worthiness, past collection history and the underlying asset value of the equipment, where applicable. Interest on overdue accounts receivable is recognized as income as the amounts are collected.losses.)

(e)
Inventories

For trade accounts receivable that have characteristics of both a contractual maturity of one year or less, and arose from the sale of other goods or services, the Company charges off the balance against the allowance for doubtful accounts when it is known that a provided amount will not be collected.

The Company monitors the performance of the theaters to which it has leased or sold theater systems which are subject to ongoing payments. When facts and circumstances indicate that there is a potential impairment in the net investment in lease or a financing receivable, the Company will evaluate the potential outcome of either a renegotiation involving changes in the terms of the receivable or defaults on the existing lease or financed sale agreements. The Company will record a provision if it is considered probable that the Company will be unable to collect all amounts due under the contractual terms of the arrangement or a renegotiated lease amount will cause a reclassification of the sales-type lease to an operating lease.

When the net investment in lease or the financing receivable is impaired, the Company will recognize a provision for the difference between the carrying value in the investment and the present value of expected future cash flows discounted using the effective interest rate for the net investment in the lease or the financing receivable. If the Company expects to recover the theater system, the provision is equal to the excess of the carrying value of the investment over the fair value of the equipment.

When the minimum lease payments are renegotiated and the lease continues to be classified as a sales-type lease, the reduction in payments is applied to reduce unearned finance income.

These provisions are adjusted when there is a significant change in the amount or timing of the expected future cash flows or when actual cash flows differ from cash flow previously expected.

Once a net investment in lease or financing receivable is considered impaired, the Company does not recognize interest income until the collectability issues are resolved. When finance income is not recognized, any payments received are applied against outstanding gross minimum lease amounts receivable or gross receivables from financed sales. Once the collectability issues are resolved, the Company will once again commence the recognition of interest income.

(e) 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 andwork-in-process include includes the cost of raw materials, direct labor, theater design costs, and an applicable share of manufacturing overhead costs.

The costs related to theater systemsIMAX Systems under salessale and sales-type lease arrangements are relievedtransferred from inventoryInventories to costsCosts and expenses applicableExpenses Applicable to revenues-equipment and product salesRevenues – Technology Sales in the period when revenue recognition criteria are met.the sale is recognized in the Consolidated Statements of Operations. The costs related to theater systemsIMAX Systems under operating lease arrangements and joint revenue sharing arrangements are transferred from inventoryInventories to assets under construction in property, plantProperty, Plant and equipmentEquipment when allocated to a signed joint revenue sharing arrangement or when the arrangement is first classified as an operating lease.arrangement.

The Company records provisionswrite-downs for excess and obsolete inventory based upon current estimates ofmanagement’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, signings in negotiation, growth prospects within the customers’ ultimate marketplace and anticipated market acceptance of the Company’s current and pending theater systems.IMAX Systems.

Finished goods inventories can contain theater systemsincludes IMAX Systems for which title has passed to the Company’s customer (asin situations when the theater systemIMAX System has been delivered to the customer)customer, but the criteria for revenue recognition criteriawere not met as discussed in note 2(m) have not been met.of the balance sheet date.

(f)
Film Assets

CostsFilm Assets consist of: (i) capitalized costs associated with the digital remastering of producingfilms 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, capitalized interest, and coststhe cost of acquiring film rights are recorded as film assets and accounted for in accordance with Entertainment-Films Topic of the FASB ASC.rights. Production financing provided by third parties that acquire substantive rights in the film is recorded as a reduction of the cost of the production. Film assetsfilm.

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 that current gross revenues bear to current and anticipated futureas the associated ultimate revenues.revenue. Estimates of ultimate revenues are prepared on atitle-by-title basis and reviewed regularly by management and revised where necessary to reflect the most current information. Ultimate revenues for films includereflect management’s estimates of future revenue over a period not to exceed ten10 years following the date of the film’s initial release.

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Film exploitation costs, including advertising costs, are expensed as incurred.

Costs, including labor and allocated overhead, of digitallyre-mastering films where the copyright is owned by a third party and the Company shares in the revenueThe recoverability of the third party are included in film assets. These costs are amortized using the individual-film-forecast method in the same ratio that current gross revenues bear to current and anticipated future ultimate revenues from there-mastered film.

The recoverability ofCompany’s film assets is dependent upon the commercial acceptance of the films.underlying films and the resulting level of box office results and, in certain situations, ancillary revenues. If events or circumstancesmanagement’s projections of future net cash flows resulting from the exploitation of a film indicate that the recoverable amountcarrying value of athe film asset is less than the unamortized film costs,not recoverable, the film asset is written down to its fair value. The Company determines

Film exploitation costs, including advertising and marketing, are recorded in Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services as incurred, except for those costs that are made after recognizing revenue, which are recorded when the fair value of its film assets using a discounted cash flow model.related revenues are recognized.

(g)
Property, Plant and Equipment

Property, plantPlant and equipment areEquipment is recorded at cost and areis depreciated on a straight-line basis over theirthe estimated useful lives of the underlying assets as follows:

IMAX System components(1)

 Over the equipment’s expected useful life (7 to 20 years)

Theater system components(1)Camera equipment and connectivity equipment

—  over the equipment’s anticipated useful life (7

 Over a period between 5 to 20 years)10 years

Camera equipmentBuildings

—  5

 Over a period between 20 to 1025 years

BuildingsOffice and production equipment

—  20

 Over a period between 3 to 255 years

Office and product equipmentLeasehold improvements

3 to 5 years

Leasehold improvements

—  over

Over the shorter of the initial term of the underlying leaseslease plus any reasonably

assured renewal terms,periods, and the useful life of the asset

(1)Includes equipment under joint revenue sharing arrangements.

Equipment

(1)
Includes equipment under joint revenue sharing arrangements.

The cost of IMAX System components and components allocatedrelated equipment expected to be used in future operating leases and joint revenue sharing arrangements, as well asincluding related direct labor costs and an allocation of direct production costs, are included inrecorded within assets under construction until such equipmentthe underlying IMAX System is installed and in working condition, at which time the equipment iscondition. 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 anticipatedexpected useful life. The estimated useful lives of the system components and related equipment used in joint revenue sharing arrangements are reviewed periodically to determine if any adjustments are required.

The Company reviewsProperty, Plant and Equipment is grouped at the carrying values of its property, plantlowest level for which identifiable cash flows are largely independent and equipmentreviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of anthe asset or(or asset group mightgroup) may not be recoverable. Assets are grouped atIn such situations, the lowest level for which identifiable cash flows are largely independentasset (or asset group) is considered impaired when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates theestimated future cash flows expected to result(undiscounted and without interest charges) resulting from the use of the asset or(or asset groupgroup) and its eventual disposition. If the sum of the expected undiscounted future cash flows isdisposition are less than the carrying amountvalue of the asset or(or asset group, angroup). 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 lossinclude a current expectation that it is recognizedmore likely than not that the long-lived asset will be sold significantly before the end of its useful life, a significant decrease in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows.

A liability for the fair value of an asset retirement obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs are recognized in the period in which the liability and costs are incurred if a reasonable estimate of fair value can be made using a discounted cash flow model. The associated asset retirement costs are capitalized as part of the carrying amountmarket price of the long-lived asset, and subsequently amortized overa significant change in the asset’s useful life. The liabilityextent or manner in which the long-lived asset is accreted overbeing used.

(h)
Investment in Equity Securities

Equity securities with readily determinable fair values are reported at fair value with changes in fair value recorded within Realized and Unrealized Investment Gains (Losses) in the period to expected cash outflows.Consolidated Statements of Operations.

(h)

(i)
Other Assets

Other assets includeAssets principally includes lease incentives provided to certain exhibitor customers under joint revenue sharing arrangements classified as an operating lease, as well as sales commissions and other deferred selling costsexpenses that are direct and incrementaldirectly relate to the acquisition of sales contracts,the revenue generating contract and are incremental to the Company’s other expenses. To a much lesser extent, Other Assets also includes various investments insurance recoverable,and foreign currency derivatives, deferred chargesderivatives.

Capitalized lease incentives are amortized on debt financing, and prepaid taxes.

Costs of debt financing are deferred and amortizeda straight-line basis over the term of the debt using the effective interest method.

Selling costs relatedlease and are recorded within Costs and Expenses Applicable to an arrangement incurredRevenues — Technology Rentals. Sales commissions and other selling expenses paid prior to the recognition of the related revenue are deferred and expensedrecognized within Costs and Expenses Applicable to costs and expenses applicable to revenues upon: (i) recognitionRevenues upon the client acceptance of the contract’s theater system revenue;IMAX System or (ii)the abandonment of the sale arrangement.

Foreign currency derivatives are accounted for at fair value using quoted prices in closed exchanges (Level 2 input in accordance withactive markets.

78


In periods when there are no outstanding borrowings under the Fair Value Measurements Topic of the FASB ASC hierarchy).

The Company may provide lease incentives to certain exhibitors whichCompany’s revolving credit facility arrangements, any related debt issuance costs are essential to entering into the respective lease arrangement. Lease incentives include payments made to or on behalf of the exhibitor. These lease incentives are recognized as a reduction in rental revenuerecorded within Other Assets and amortized on a straight-line basis over the term of the lease.

Investments in new business venturesfacility. In periods when there are accounted for using ASC 323 as described in note 2(a). The Company currently accounts for its joint venture investment with TCL Multimedia Technology Holdings Limited (“TCL”), usingoutstanding borrowings under the equity methodCompany’s revolving credit facility arrangements, any related debt issuance costs are reclassified to reduce the principal amount of accounting. The Company accounts forin-kind contributions to its equity investment in accordance with ASC 845“Non-Monetary Transactions” (“ASC 845”) whereby if the fair value of the asset or assets contributed is greater than the carrying valueoutstanding borrowings and amortized on a partial gain shall be recognized.

The Company’s investment in debt securities is classified as anavailable-for-sale investment in accordance with ASC 320. Unrealized holding gains and losses for this investment is excluded from earnings and reported in other comprehensive income until realized. Realization occurs upon sale of a portion of or the entire investment. The investment is impaired if the fair value is less than cost, which is assessed in each reporting period. When the Company intends to sell a specifically identified beneficial interest, a write-down for other-than-temporary impairment shall be recognized in earnings.

The Company’s investment in preferred shares, which meets the criteria for classification as an equity security in accordance with ASC 325, is accounted for at cost. The Company records the related warrants at fair value upon recognition date. Warrants are recognizedstraight-line basis over the term of the agreement.facility. (Refer to Note 14 for information related to the Company’s borrowings.)

(j)
Goodwill

(i) Goodwill

Goodwill represents the excess of the purchase price paid over the fair value of net identifiable assets acquired in a purchase business combination. Goodwill is not subject to amortization andamortized, but is tested annually for impairment annually or more frequently if events or circumstances indicate that the asset might be impaired. The Company performs a qualitative assessment of its reporting units and certain select quantitative calculations against its current long-range plan to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. The Company first assesses certain qualitative factors to determine whether the existence of events or circumstances leads to determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carry amount, then performing thetwo-step impairment test is unnecessary. When necessary, impairment of goodwill is tested at the reporting unit level by comparingin 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’sunit's business, including projections of future box office results and IMAX 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 amount,value, including goodwill, to theexceeds its fair value. The carrying value of theeach reporting unit.unit is based on a systematic and rational allocation of certain assets and liabilities. The fair value of theeach reporting unit is estimatedassessed using a discounted cash flow approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any, by comparing the fair value of each identifiable assetmodel based on management’s current short-term forecast and liabilityestimated long-term projections, against which various sensitivity analyses are performed. The discount rates used in the reporting unit tocash flow model are derived based on the total fair valueCompany’s estimated weighted average cost of capital. These estimates and the reporting unit. Any impairment loss is expensedlikelihood of future changes in the consolidated statementthese estimates depend on a number of operationsunderlying variables and is not reversed if the fair value subsequently increases.a range of possible outcomes.

(j)

(k)
Other Intangible Assets

Patents, trademarks and other intangiblesOther intangible assets with finite lives are recorded at cost and aregenerally amortized on a straight-line basis over estimated useful lives ranging from 43 to 1020 years, except for intangible assets that have an identifiable pattern of consumption of the economic benefit of the asset, whichasset. Such intangible assets are amortized over the consumption pattern.

Research and development acquired in a business combination is measured at fair value using market-participant assumptions and is initially classified as an indefinite-lived intangible asset. The in-process intangible research and development (“IPR&D”) assets are considered indefinite-lived until the abandonment or completion of the associated research and development efforts. If the acquired IPR&D project is abandoned, the related intangible would be written off or impaired. Once the IPR&D activities are completed, management would determine the useful lives and the methods of amortization of the related intangible assets.

The Company reviewscapitalizes costs associated with internally developed and/or purchased software systems for internal use that have reached the carrying valuesapplication 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 allocate 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 other intangible assets for impairment whenever events or changes in circumstances indicate thatintended purpose. Costs incurred during the carrying amount of an asset or asset group might not be recoverable.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 testing for, and measuring for, impairment. In performing its review for recoverability, the Company estimates theestimated future cash flows expected to result(undiscounted and without interest charges) resulting from the use of the asset or(or asset groupgroup) and its eventual disposition. If the sum of the expected undiscounted future cash flows isdisposition are less than the carrying amountvalue of the asset or(or asset group, angroup). 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 lossinclude a current expectation that it is recognizedmore likely than not that the intangible asset will be sold significantly before the end of its useful life, a significant decrease in the consolidated statement of operations. Measurementmarket price of the impairment lossintangible asset, and a significant change in the extent or manner in which the intangible asset is based onbeing used.

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(l)
Deferred Revenue

In instances where the excessCompany receives consideration prior to satisfying its performance obligations, the recognition of revenue is deferred. The majority of the carrying amountDeferred Revenue balance relates to payments received by the Company for IMAX Systems where control of the asset or asset group oversystem has not transferred to the fair value calculated using discounted expected future cash flows.

(k)customer. The Deferred Revenue

balance related to an individual location 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 represents cash receivedRevenue balance also relates to situations when an exhibitor customer pays the contractual maintenance fee prior to revenuethe recognition criteria being met for theater system salesof revenue.

(m)
Statutory Surplus Reserve

Pursuant to the corporate law of the People’s Republic of China (“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 year and before dividends can be declared or leases, film contracts, maintenancepaid 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 extended warranty services, film related services and film distribution.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.

(l)

(n)
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 consolidated statement of operationsCompany’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.realizable in the current period. 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, 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, 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. Accordingly,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 incur additional tax expense based upon the outcomes of such matters. In addition, when applicable,result in the Company adjustsowing additional taxes above what was originally recognized in its financial statements.

Tax reserves for uncertain tax expensepositions are adjusted by the Company to reflect the Company’s ongoing assessments of such matters which require judgment and can materially increase or decrease its effective rate as well as impact operating results. The Company provides for such exposures in accordance with the Income Taxes Topicbest estimate of the FASB ASC.

(m) Revenue Recognition

Multiple Element Arrangements

The Company’s revenue arrangements with certain customers may involve multiple elements consistingoutcome of examinations and assessments and in light of changing facts and circumstances, such as the completion of a theater system (projector, sound system, screen systemtax audit, expiration of a statute of limitations, the refinement of an estimate, and if applicable, 3D glasses cleaning machine); servicesinterest accruals associated with the theater system including theater design support, supervisionuncertain tax positions until they are resolved. Some of installation,these adjustments require significant judgment in estimating the timing and projectionist training; a license to useamount of the additional tax expense.

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(o)
Revenue Recognition

IMAX brand; 3D glasses; maintenance and extended warranty services; and licensing of films. Systems

The Company evaluates all elementseach of the performance obligations in an IMAX System arrangement to determine whatwhich are considered deliverablesdistinct, either individually or in a group, for accounting purposes and which of the deliverables represent separate units of accounting based on the applicable accounting guidance in the Leases Topicperformance obligations.

The Company’s “System Obligation” consists of the FASB ASC;following: (i) an IMAX System, which includes the Guarantees Topic of the FASB ASC; the Entertainment – Films Topic of FASB ASC; and the Revenue Recognition Topic of the FASB. If separate units of accounting are either required under the relevant accounting standards or determined to be applicable under the Revenue Recognition Topic, the total consideration received or receivable in the arrangement is allocated based on the applicable guidance in the above noted standards.

Theater Systems

The Company has identified the projection system,projector, sound system, screen system and, if applicable, a 3D glasses cleaning machine, theatermachine; (ii) services associated with the IMAX System, including auditorium design support, the supervision of installation services, and projectionist trainingtraining; and the(iii) a license to use of the IMAX brand to bemarket the auditorium. The System Obligation, as a single deliverable andgroup, is a single unit of accounting (the “System Deliverable”). When an arrangement does not include all the elements of a System Deliverable, the elements of the System Deliverable included in the arrangement are considered by the Company to be a single deliverable and a single unit of accounting.distinct performance obligation. The Company is not responsible for the physical installation of the equipment in the customer’s facility; however, the Companyit 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 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 System Deliverablearrangement 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 goods or services 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 System arrangements involve either athe lease or athe sale of the theater system. Considerationan IMAX System. The transaction price for the System Deliverable,Obligation, other than for thoseIMAX Systems delivered pursuant to joint revenue sharing arrangements, consist of upfront or initial payments made before and after the final installation of the theater system equipment and ongoing payments throughout the term of the leasearrangement. 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 System includes indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by the exhibitor customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the exhibitor customer based on a periodpercentage of time, as specified intheir box office receipts over the term of the arrangement. The ongoing paymentsThese contract provisions are the greater of an annual fixed minimum amount or a certain percentageconsidered to be variable consideration. An estimate of the theaterbox-office. Amounts received in excesspresent value of such variable consideration is recognized as revenue upon the transfer of control of the annual fixed minimum amountsSystem 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 location, which are considered contingent payments. The Company’sdeveloped using historical data for the location 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 System, including projectionist training, and the opening of the location to the public, as discussed in more detail below.

IMAX System arrangements arenon-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.

For arrangements entered into or materially modified after January 1, 2011, consideration is allocated to each unit of accounting based on the unit’s relative selling prices. The Company uses vender-specific objective evidence of selling price (VSOE) when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. VSOE is established for the Company’s System Deliverable, maintenance and extended warranty services and film license arrangements. The Company uses a best

estimate of selling price (BESP) for units of accounting that do not have VSOE or third-party evidence of selling price. The Company determines BESP for a deliverable by considering multiple factors including the Company’s historical pricing practices, product class, market competition and geography.

Sales Arrangements

For IMAX System arrangements qualifyingthat qualify as sales,a sale, the revenuetransaction price allocated to the System DeliverableObligation is recognized in accordance with the Revenue Recognition TopicConsolidated Statements of Operations upon the transfer of control of the FASB ASC,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 andrun-in testing of the equipment and the completion of projectionist training or (b) the public opening of the theater, provided there is persuasive evidence of an arrangement, the price is fixed or determinable and collectability is reasonably assured.IMAX System.

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The initial revenue recognized in a sales arrangement consists of payments made before and in connection with the initial payments receivedinstallation of the IMAX System and the present value of any future initial payments, andincluding ongoing fixed minimum ongoing payments, that have been attributedwhich are subject to this unit of accounting. Contingent payments in excessindexed increases over the term of the fixedarrangement, and potential additional payments owed by the customer if certain minimum ongoingbox 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 when reported by theater operators, provided collectabilityas revenue upon the transfer of control of the System Obligation to the customer, subject to constraints to ensure that there is reasonably assured.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. ConsiderationThe transaction price agreed to for these lease buyouts is includedreflected in revenuesthe 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 equipmentthe 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, productwhen 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 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 when persuasive evidencearrangements 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 arrangement exists,indexed minimum payment increase, the fees are fixed or determinable, collectabilityCompany estimates the most likely amount using published indices. The amount of the estimated minimum payment increase is reasonably assured and titlethen recorded at its present value as of the date of recognition using the customer’s implied borrowing rate.

Variable consideration related to the theater system passes fromlevel 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 location, which are developed using historical box office data for that location and, if necessary, comparable locations and territories. Using this data, management applies its understanding of these exhibition markets to estimate the customer.

Lease Arrangements

The Company usesmost likely amount of variable consideration to be earned over the Leases Topic of FASB ASC to evaluate whether an arrangement is a lease within the scopeterm of the accounting standard. Arrangements not withinarrangement. Management then applies a constraint to this estimate by reducing the scopeprojection by a percentage factor for locations 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 accounting standard are accounted for either asdate of recognition using a sales or services arrangement, as applicable.risk-weighted discount rate.

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Lease Arrangements

For lease arrangements,As a lessor, the Company determinesprovides IMAX Systems to customers through long-term lease arrangements. Under these arrangements, in exchange for providing the classification ofIMAX System, the lease in accordance with the Lease Topic of FASB ASC.Company earns fixed upfront and ongoing consideration. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the equipmentIMAX System is classified as a sales-type lease based on the criteria established by the accounting standard;lease; otherwise the lease is classified as an operating lease. Prior to commencement of the lease term, for the equipment, 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 DeliverableObligation 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;condition, (ii) the 3D glasses cleaning machine, if applicable, has been delivered;delivered, (iii) projectionist training has been completed;completed, and (iv) the earlier of (a) the receipt of the written customer acceptance certifying the completion of installation andrun-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 operatingthese 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 andrun-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.

Revenues from joint revenue sharing arrangements with upfront payments that qualify for classification as sales and sales-type leases are recognized in accordance with the sales and sales-type lease criteria discussed above. Contingent revenues from joint revenue sharing arrangements are recognized asbox-office results and concessions revenues are reported by the theater operator, provided collectability is reasonably assured.

Finance Income

Finance incomeIncome is recognized over the term of the sales-type lease or financed salessale 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 incomeIncome recognition ceases whenrelated to the Company determines thatlocation is stopped. While the associated receivable is not collectible.

recognition of Finance incomeIncome is suspended, whenpayments received from a customer are applied against the Company identifiesoutstanding balance owed. If payments are sufficient to cover any unreserved receivables, a theater thatrecovery of provision taken on the billed amount, if applicable, is delinquent,non-responsive or not negotiating in good faith withrecorded to the Company.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.Finance Income.

Improvements and Modifications

Improvements and modifications to the theater systeman IMAX System after installation are treated as a separate revenue transactions,performance obligation, if and when the Company is requested to perform these services. Revenue is recognized for these services when the performanceonce they have been provided.

Costs and Expenses Applicable to Revenues – Technology Sales

Costs and Expenses Applicable to Revenues – Technology Sales relates to sale and sales-type leases of the services has been completed, provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is reasonably assured.

Cost of Equipment and Product Sales

Theater systemsIMAX Systems and other equipment, subject to sales-type leases and sales arrangements includes the cost of the equipment and costs related to project management, design, delivery and installation supervision services, as applicable. The costs related to theater systemsIMAX Systems under salessale and sales-type lease arrangements are relievedtransferred from inventoryInventories to costsCosts and expenses applicableExpenses Applicable to revenues-equipment and product salesRevenues in the period when revenue recognition criteria are met. In addition, the Company defers direct selling costs such as salessale is recognized in the Consolidated Statements of Operations.

Sales commissions and other amounts relatedselling expenses that directly relate to these contracts until the relatedacquisition of the revenue is recognized. These costs includedgenerating contract and are incremental to the Company’s other expenses are deferred and recognized in costs and expenses applicable to revenues-equipment and product sales, totaled $2.7 million in 2017 (2016 — $3.3 million; 2015 — $3.4 million). The costthe Consolidated Statements of equipment and product sales prior to direct selling costs was $45.5 million in 2017 (2016 — $66.5 million; 2015 — $60.2 million).Operations upon the client acceptance of the IMAX 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 costsCosts and expenses applicableExpenses Applicable to revenues-equipment and product salesRevenues – Technology Sales at the time revenue is recognized based on the Company’s past historical experience and cost estimates.

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Costs and Expenses Applicable to Revenues – Technology Rentals

Cost ofCosts and Expenses Applicable to Revenues – Technology Rentals

For theater systems and other equipment subject relates to an operating lease or placed in a theater operators’ venue under a joint revenue sharing arrangement,arrangements classified as operating leases, and primarily includes the costdepreciation of IMAX System components and related equipment and those costs that result directly from and are essential toused in the arrangement, is included within property, plant and equipment. Depreciation and impairmentjoint revenue sharing arrangement. Impairment losses, if any, are also included in cost of rentals based on the accounting policy set out in note 2(g). CommissionsCosts and Expenses Applicable to Revenues – Technology Rentals. Sales commissions related to these arrangements are deferred and recognized as costsCosts and expenses applicableExpenses Applicable to revenues-rentalsRevenues – Technology Rentals in the month they are earned by the salesperson, which is typically the month of installation. These costs totaled $1.6 million in 2017 (2016 — $1.8 million; 2015 — $1.1 million). Direct advertising and marketing costs for each theaterlocation are charged to costsCosts and expenses applicableExpenses Applicable to revenues-rentalsRevenues – Technology Rentals as incurred. These costs totaled $2.6 million in 2017 (2016 — $0.9 million; 2015 — $1.9 million).

Terminations, Consensual Buyouts and Concessions

The Company enters into theater systemIMAX System arrangements with customers that contain customer payment obligations prior to the scheduled installation of the theater system.IMAX System. During the period of time between signing and the installation of the theater system,IMAX 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. These termination and consensual buyout amounts are recognized in Other revenues.

In addition, the Company couldmay agree with customersa customer to convert theirits obligations for other theater system configurationsone type of IMAX System configuration that havehas not yet been installed to arrangementsan arrangement to acquire or lease thea different type of IMAX digital theater system.System. The Company considers these situations to be athe termination of the previousoriginal arrangement and the origination of a new arrangement for the IMAX digital theater system. For all

arrangement.

arrangements entered into or modified prior to the date of adoption of the amended FASB ASC605-25, the Company continues to defer an amount of any initial fees received from the customer such that the aggregate of the fees deferred and the net present value of the future fixed initial and ongoing payments to be received from the customer equals the selling price of the IMAX digital theater system to be leased or acquired by the customer. Any residual portion of the initial fees received from the customer for the terminated theater system is recorded in other revenues at the time when the obligation for the original theater system is terminated and the new theater system arrangement is signed. Under the amended FASB ASC605-25, for all arrangements entered into or materially modified after the date of adoption, the total arrangement consideration to be received is allocated on a relative selling price basis to the digital upgrade and the termination of the previous theater system. The arrangement consideration allocated to the termination of the existing arrangement is recorded in Other revenues at the time when the obligation for the original theater system is terminated and the new theater system arrangement is signed.

The Company may offer certain incentives to customers to complete theater systemIMAX 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 salestransaction price either by a direct reduction in the sales price or a reduction of payments to be discounted in accordance with the Leases or Interests Topic of the FASB ASC.discounted. Free products and services are accounted for as separate units of accounting. Other consideration given by the Company to customers are accounted for in accordance with the Revenue Recognition Topic of the FASB ASC.performance obligations.

Maintenance and Extended Warranty Services

Maintenance and extended warranty services may be provided under aan arrangement with multiple element arrangementperformance 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 Services revenues.the Consolidated Statements of Operations. Maintenance and extended warranty services includesinclude 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 contractscontract 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 Film Remastering Services

In a film remastering 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 an IMAX Film Remastering 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 film remastering processes to create new intellectual property in the form of an IMAX Film Remastering version of film. Revenues associated with film remastering 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.

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Losses on IMAX Film Remastering 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 Film Remastering services.

Film Production and IMAX DMR 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 to retain, as a fee, the excess of fundinggross revenue over the cost of the production (the “production fee”). The third parties receiveparty receives a portion of the revenues received by the Company from distributing the film, which is charged to costsCosts and expenses applicableExpenses Applicable to revenues-services. The productionRevenues – 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, totaled $15.4 million in 2017 (2016 — $17.5 million; 2015 — $13.3 million) and are recorded in Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services as incurred, except for those costs and expenses applicable to revenues-services as incurred.that are made after recognizing revenue, which are recorded when the related revenues are recognized.

Revenue from film production services where the Company does not hold the associated distribution rights are recognized in Revenues – Image Enhancement and Maintenance Services revenues when performance ofobligations associated with the contractual service is complete, provided there is persuasive evidence of an agreement, the fee is fixed or determinable and collectability is reasonably assured.are satisfied.

Revenues from digitallyre-mastering (IMAX DMR) films where third parties own or hold the copyrights and the rights to distribute the film are derived in the form of processing fees and recoupments calculated as a percentage ofbox-office receipts generated from there-mastered films. Processing fees are recognized as Services revenues when the performance of the relatedre-mastering service is completed provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is reasonably assured. Recoupments, calculated as a percentage ofbox-office receipts, are recognized as Services revenue whenbox-office receipts are reported by the third party that owns or holds the related film rights, provided collectability is reasonably assured.

Losses on film production and IMAX DMR services are recognized as costsCosts and expenses applicableExpenses Applicable to revenues-servicesRevenues – 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 productionproduction.

Film Distribution Services

In a Film Distribution arrangement, the Company distributes large-format documentary films, primarily to institutional locations, and the cost of IMAX DMR services.

Film Distribution

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 inwithin Revenues – Image Enhancement and Maintenance Services revenues when persuasive evidenceall performance obligations have been satisfied, which includes the completion and delivery of a licensing arrangement exists, the film has been completed and delivered,the commencement of the license period has begun, the fee is fixed or determinable and collectability is reasonably assured. Whenperiod. In situations when film license fees are based on a percentage ofbox-office receipts, revenue is recognized whenbox-office receipts are reported by exhibitors, provided collectability is reasonably assured.the exhibitor. Film exploitation costs, including advertising and marketing, totaled a recovery of $0.7 million in 2017 (2016 — expense of $2.2 million; 2015 — recovery of $0.1 million)are expensed as incurred within Costs and are recorded in costsExpenses Applicable to Revenues – Image Enhancement and expenses applicable to revenues-services as incurred.Maintenance Services.

Film Post-Production Services

Revenues from post-production film services are recognized inwithin Revenues – Image Enhancement and Maintenance Services revenues when performance of the contracted services is complete provided there is persuasive evidence of an arrangement, the fee is fixed or determinablecompleted.

Software License and collectability is reasonably assured.Subscription Services

Other

The Company recognizes revenue in Services revenues from its owned and operated theaters resulting frombox-office ticket and concession sales as tickets are sold, films are shown and upon the sale of various concessions. The sales are cash or credit card transactions with theater goers based on fixed prices per seat or per concession item.

In addition,Through SSIMWAVE, the Company enters into commercial arrangements withprovides term licenses, which give customers the right to use its software for a specific period, and perpetual licenses, which give customers the right to use its software for an indefinite period. For both types of licenses, the associated revenue is recognized at the point in time when the customer can use and benefit from the software, which is generally upon delivery to the customer or upon commencement of the renewal term. For licenses that are deployed and hosted at the customer site, revenue is recognized upon delivery of the software to the customer or upon commencement of the renewal term. For licenses where the software is provided through a hosting arrangement, if the customer does not have a contractual right to take possession of the underlying software without significant penalty, or it is not feasible for the customer to run the software on its own hardware or contract a third party theater owners resulting into host the sharingservices, the arrangement is accounted for as a service transaction whereby the Company has a stand-ready obligation to provide the software over the license period. Therefore, the related revenue is recognized ratably over the license period, as control of profitsservice is transferred to the customer.

SSIMWAVE’s software license arrangements for both term and lossesperpetual licenses typically include maintenance and support services which areprovide technical support and unspecified updates and upgrades on a when-and-if-available basis. The contractual term of the arrangement to provide maintenance and support services for perpetual licenses is renewable, generally on an annual basis, at the option of the customer. Maintenance and support services represent stand-ready obligations for which revenue is recognized in Services revenues when reported by such theaters. The Company also provides management services to certain theaters and recognizes revenueratably over the term of such services.the arrangements.

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Revenues on camera rentalsfrom licenses and maintenance and support services are recognized within Revenues – Image Enhancement and Maintenance Services.

(p)
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 Rental revenuesthe 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 rental period.

Revenuelease 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 salerenewal options on its warehouse leases will be exercised based on previous history, its current understanding of 3D glasses is recognizedfuture business needs, and its level of investment in Equipmentthe leasehold improvements, among other factors. The depreciable lives of ROU assets and product sales revenue whenrelated leasehold improvements are limited by the 3D glassesexpected 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 been delivereda remaining term of less than 12 months and are not expected to be renewed. When there are modifications to the customer.

Other service revenueslease 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 recognizedincluded within Selling, General and Administrative Expenses in Service revenues when the performanceCompany’s Consolidated Statements of contracted services is complete.Operations. (Refer to Note 6 for additional information related to the Company’s operating leases.)

(n)

(q)
Research and Development

Research and development costs, which are expensed as incurred, and primarily include projector and sound parts, labor, consulting fees, allocation of overheads, and other related materials which pertain to the Company’s development of ongoing productnew 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.

(o)

(r)
Foreign Currency Translation

Monetary assets and liabilities of the Company’s operations whichthat are denominated in currenciesa currency other than the Company’s functional currency are translated into the relevant functional currency atusing the exchange ratesrate prevailing at the end of the period. In 2013, the Company determined that the functional currency of one of its consolidated subsidiaries had changed from the Company’s reporting currency to the currency of the nation in which it is domiciled. As a result, in accordance with the FASB ASC 830 “Foreign Currency Matters”, the adjustment attributable to current-rate translation ofnon-monetary assets as of the date of the change was reported in other comprehensive income (“OCI”). The functional currency of its other consolidated subsidiaries continues to be the United States dollar. 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 (Loss) and reported on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Loss until the subsidiary is sold or liquidated, at which point the adjustments are recognized in Consolidated Statements of Operations.

Foreign currency derivatives are recognized and measured in the balance sheetConsolidated Balance Sheets at their fair value. Changes in the fair value (gains(i.e., gains or losses) are recognized in the consolidated statementConsolidated Statements of operationsOperations 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 gain or loss in a hedge of a forecasted transaction is reported in other comprehensive income (loss)within Other Comprehensive (Loss) Income and reclassified to the consolidated statementConsolidated Statements of operationsOperations when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the consolidated statementConsolidated Statements of operations.Operations.

(s)
Share-Based Compensation

(p) Stock-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 stock-based compensation generally includesgoverning document and awards to employees, directors, and consultants under this plan may consist of stock options, and restricted share units (“RSUs”). Stock-based, performance stock units (“PSUs”) and other awards. A separate share-based compensation is recognizedplan, the China LTIP, was adopted by a subsidiary of the Company in accordance with the FASB ASC Topic 505, “Equity” and Topic 718, “Compensation-Stock Compensation.”October 2012.

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The Company estimatesmeasures share-based compensation expense using the grant date fair value of stock option awards on the date of grant using fair value measurement techniques such as an option-pricing model. The fair value of RSU awards is equal to the closing price of the Company’s common stock on the date of grant. The value of the portion of the employee award that is ultimately expected to vest(see below), which is recognized as an expense in the Consolidated Statements of Operations on a straight-line basis over the requisite service periods in the Company’s consolidated statement of operations.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.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 awards,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. See note 14(c) for the assumptions used to determine the fair value of stock-based payment awards.

Stock-based compensation expense includes compensation cost for employee stock-based payment awards granted and all modified, repurchased or cancelled employee awards. In addition, compensation expense includes the compensation cost, based on the grant-date fair value calculated for pro forma disclosures under ASC718-10-55, for the portion of awards for which required service had not been rendered that were outstanding. Compensation expense for these employee awards is recognized using the straight-line single-option method. Stock-based compensation expense is not adjusted for estimated forfeitures, but instead adjusted upon an actual forfeiture of a stock option or RSU award. The Company utilizes the market yield on U.S. treasury securities (also known as nominal rate) over the contractual term of the instrument being issued.

Stock Options

As the Company stratifies its employees into homogeneous groups in order to calculate the grant date fair value underof stock options using the Binomial Model,Model. As a result, ranges of assumptions are used are presented for the expected option life.life of the option. The Company uses historical data to estimate option exercise behavior within the valuation model;Binomial Model and various groups of employees that have similar historical exercise behavior are considered separatelygrouped 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 implied by thedetermined in reference to observed current market prices offor the Company’s traded options and the Company’s peer group volatility.

The Company utilizesno longer issues stock options as a form of employee compensation.

(Refer to Note 17(c) for the Binomial Modelassumptions used to determine expected option life based on such data as vesting periodsthe fair value of awards, historical data that includes past exercise and post-vesting cancellations andthe Company’s stock price history.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.

Restricted Share Units

The Company’s RSUs have been classified as equity in accordance with Topic 505. 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 Adjusted EBITDA 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 Adjusted 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 Adjusted EBITDA PSU award or 150% of the initial TSR PSU award depending upon actual performance versus the established Adjusted EBITDA and TSR targets, respectively. The Company’s PSUs are classified as equity.

The grant date fair value of PSUs with Adjusted EBITDA 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.

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The amount and timing of compensation expense recognized for PSUs with Adjusted EBITDA 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 toNon-Employees

Stock-basedShare-based payment awards for services provided bynon-employees are accounted for based on themeasured at grant date fair value of the services received or the stock-based award, whichever is more reliably determinable. If the fair value of the stock-based award is used, the fair value is measured at the date of the award and remeasured until the earlier of the dateequity instruments that the Company is obligated to issue when the service has a performance commitmentbeen rendered and any other conditions necessary to earn the right to benefit from thenon-employees, 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 is completed, orconditions related to the vesting of the share-based awards, the Company assesses the probability of vesting at each reporting date and adjusts the awards vest.compensation costs based on the probability assessment.

(q)

(t)
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 atof December 31, 2017,2023, a liability is recognized for the projected 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.Other Comprehensive (Loss) Income. Amounts recognized in accumulated other comprehensive incomeAccumulated Other Comprehensive Loss including unrecognized actuarial gains or losses and prior service costs are adjusted as they are subsequently recognized in the consolidated statementConsolidated Statements of operationsOperations 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%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, 20172023 was 2.0 years.two years.

For defined contribution pension plans, required contributions by the Company are recorded as an expense.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. CurrentNet benefit cost is split between operating income and non-operating income, where only the service cost is recognized as incurredincluded in income from operations and actuarialthe non-service components are included in Retirement Benefits Non-Service Expenses. Actuarial gains and losses are recognized as a component of other comprehensive income (loss).Other Comprehensive (Loss) Income. Amounts recognized in accumulated other comprehensive income (loss)Accumulated Other Comprehensive Loss including unrecognized actuarial gains or losses are adjusted as they are subsequently recognized within Retirement Benefits Non-Service Expense in the consolidated statementConsolidated Statements of operationsOperations.

(u)
Guarantees

In situations when the Company acts as components of net periodic benefit cost.

(r) Guarantees

The FASB ASC Guarantees Topic requires a guarantor, to recognize, at the inception of a guarantee, it recognizes a liability for the fair value of certain guarantees.the underlying guarantee. Disclosures as required under the relevant accounting guidance have been included in note 13(f).Note 16.

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3. New Accounting Standards and Accounting Changes

Adoption of New Accounting Policies

In March 2022, the FASB issued ASU No. 2022-02, “2022-02: Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). ASU 2022-02 amends and eliminates the accounting guidance for Troubled Debt Restructurings by creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty and requires public business entities to disclose current-period gross write offs by year of origination for financing receivables and net investments in leases. The Company adopted several standards ASU 2022-02 on January 1, 2017, which2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s Consolidated Financial Statements.

In September 2022, the FASB issued ASU No. 2022-04, “2022-04: Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”). ASU 2022-04 requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted ASU 2022-04 on January 1, 2023. The adoption of ASU 2022-04 did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued FASB Accounting Standard Codification Updates 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. ASU 2020-04 is effective for annual periods ending afterall entities from the beginning of an interim period that includes the issuance date of the ASU. In October 2022, the FASB extended the temporary accounting relief to December 31, 2016,2024 from the current sunset date of December 31, 2022. As of December 31, 2023, the Company is not party to any third party contracts that reference the London Interbank Offered Rate (LIBOR). Accordingly, the Company does not expect ASU 2020-04 to have a material effect on its Consolidated Financial Statements.

In October 2023, the FASB issued Accounting Standards Update No. 2023-06, Disclosure Improvements: Codification Amendments in response to the SEC’s Disclosure Update and for annualSimplification Initiative (“ASU 2023-06”). This ASU incorporates into U.S. GAAP certain presentation and interim periods thereafter, which diddisclosure requirements currently included in the SEC’s regulations. Each amendment will become effective prospectively from the date the SEC withdrawals the corresponding SEC regulatory requirement. The Company is still evaluating this ASU, however, given that it is subject to the corresponding SEC regulatory requirements, it does not expect the ASU to have a material impact on its consolidated financial statements.Consolidated Financial Statements.

In October 2016,November 2023, the FASB issued ASUAccounting Standards Update No. 2016-16, “Income Taxes2023-07, Segment Reporting (Topic 740)”820): Improvements to Reportable Segment Reporting (“ASU 2023-07”). The purpose of ASU2016-16 2023-07 is to eliminateenhance the exceptioninterim disclosure requirements by more closely aligning them with the annual requirements. ASU 2023-07 requires interim and annual disclosures to include information about the company's significant segment expenses. ASU 2023-07 will be effective for an intra-entity transfer of an asset other than inventory. The amendments require the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs.Company’s year ended December 31, 2024 and all interim periods thereafter. The Company elected to early adoptis still evaluating the impact of this ASU2016-16 during the first quarter of 2017. The impact from the adoption was reflected in the Company’s consolidated on its financial statements on a modified retrospective basis resulting in an increase to Accumulated deficit of $8.3 million, a decrease to Other assets of $14.8 million, an increase to Deferred taxes of $7.9 million and an increase to Accrued and other liabilities of $1.4 million.statements.

Recently Issued FASB Accounting Standard Codification Updates

In February 2016,December 2023, the FASB issued ASUNo. 2016-02, “LeasesAccounting Standard Update 2023-09, Income Taxes (Topic 842)” (“ASU2016-02”). The purpose of the amendment is to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. New disclosures will include qualitative and quantitative requirements to provide additional information about the amounts recorded in the financial statements. Lessor accounting will remain largely unchanged from current guidance; however, ASU2016-02 will provide improvements that are intended to align lessor accounting with the lessee model and with updated revenue recognition guidance. For public entities, the amendments in ASU2016-02 are effective for interim and annual reporting periods beginning after December 15, 2018. As a lessor, the Company has a significant portion of its revenue derived from leases, including its joint revenue sharing arrangements, and while the lessor accounting model is not fundamentally different, the Company continues to evaluate the effect of the standard on this revenue stream.

In March 2016, the FASB issued ASUNo. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU2016-08”). The purpose of ASU2016-08 is to clarify the implementation of guidance on principal versus agent considerations.

In April 2016, the FASB issued ASUNo. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU2016-10”). The purpose of ASU2016-10 is to provide more detailed guidance in the following key areas: identifying performance obligations and licenses of intellectual property.

In May 2016, the FASB issued ASUNo. 2016-11, to rescind from the FASB Accounting Standards Codification certain SEC paragraphs as a result of two SEC Staff Announcements at the March 3, 2016 meeting.

In May 2016, the FASB issued ASUNo. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU2016-12”). The purpose of ASU2016-12 is to clarify certain narrow aspects of Topic 606 such as assessing the collectability criterion, presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications at transition, completed contracts at transition, and technical corrections.

In December 2016, the FASB issued ASUNo. 2016-20, “Technical Corrections and740) - Improvements to Topic 606, Revenue from Contracts with Customers”Income Tax Disclosures (“ASU 2023-09”). The amendments improve the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in ASU2016-20 represent changes to clarify the accounting standard codification, correct unintended application of guidance, or make minor improvements to the accounting standards codification that are related to Topic 606, Revenue from Contracts with Customers.

In November 2017, the FASB issuedrate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASUNo. 2017-14, to eliminate or amend from the FASB Accounting Standards Codification Topic 220, Topic 605 and Topic 606 certain SEC paragraphs.

For public companies, ASU2016-08, ASU2016-10, ASU2016-11, ASU2016-12, ASU2016-20, and ASU2017-14 which are all related to Topic 606, are 2023-09 will be effective for interim and annual reporting periods beginning after December 15, 2017.

Effective January 1, 2018, for the 2018 fiscal year, the Company adopted Topic 606, “Revenue from Contracts with Customers” (ASC 606) utilizing the modified retrospective approach with a cumulative catch up adjustment and will provide additional disclosures comparing results to previous U.S. GAAP in its 2018 consolidated financial statements. The Company plans to apply the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts. All system sales and maintenance contracts with the existing network of IMAX theaters and the backlog of sales contracts make up a significant majority of the Company’s open contracts at any point in time. DMR arrangements where the film continues to be shown by the Company’s exhibitor partners, film distribution arrangements with remaining terms, aftermarket sales orders that have been received but for which control of the assets has not yet transferred to the customer are all also considered open contracts.

The Company’s revenues from the sales of projection systems, provision of maintenance services, sale of aftermarket 3D glasses and parts, conversion of film content into the IMAX DMR format, distribution of documentary film content and the provision of post production services are within the scope of the standard. The Company’s joint revenue sharing revenue arrangements, with the exception of those where the title transfers to the customer prior to recognition of the system revenue (hybrid sales arrangements), are not in scope of the standard due to their classification as leases. Similarly, any system revenue transactions classified as sales-type leases are excluded from the provisions of the new standard.

The Company has assessed its performance obligations under its arrangements pursuant to ASC 606 and has concluded that there are no significant differences between the performance obligations required to be units of account under ASC 606 and the deliverables considered to be units of account under ASC 605. Specifically, the Company has concluded that its “System Deliverable”, which consists of a theater system (projector, sound system, screen system and, if applicable, 3D glasses cleaning machine); services associated with the theater system including theater design support, supervision of installation services, and projectionist training; a license to use the IMAX brand to market the theater; 3D glasses; maintenance and extended warranty services; and potentially the licensing of films. remains unchanged when considered under ASC 606.

Certain of the Company’s revenue streams will be impacted by the variable consideration provisions of the new standard. The arrangements for the sale of projection systems include indexed minimum payment increases over the term of the arrangement, as well as provision for additional payments in excess of the minimum agreed payments in situations where the theater exceeds certain box office thresholds. Both contract provisions constitute variable consideration under the new standard that, subject to constraints to ensure significant reversal of revenues do not occur, require estimation and recognition at the point of revenue recognition, which is at the

earlier of client acceptance of the installation of the system, including projectionist training, and the theater’s opening to the public. As this variable consideration extends through the entire term of the arrangement, which typically last 10 years, the Company applies constraints to its estimates and recognizes the variable consideration on a discounted present value basis at recognition. Under the previous standard, these amounts were recognized as reported by exhibitors (or customers) in future periods.

In certain joint revenue sharing arrangements, specifically the Company’s hybrid sales arrangements, the Company’s arrangements call for sufficient upfront revenues to cover the cost of the arrangement, with monthly payments calculated based on the theater’s net box office earned. Title and control of the projection system transfer to the customer at the point of revenue recognition, which is the earlier of client acceptance of the theater installation, including projectionist training, and theater opening to the public. Under the new revenue recognition standard, the percentage payment is considered variable consideration that must be estimated and recognized at the time of initial revenue recognition. Using box office projections and the Company’s history with theater and box office experience, the Company estimates the amount of percentage payment earned over the life of the arrangement, subject to sufficient constraint such that there is not a risk of significant revenue reversal. Under the previous recognition standard, these amounts were recognized as reported by exhibitors (or customers) in future periods. As a result, the Company does not believe that hybrid sales arrangements should be considered as part of the Joint Revenue Sharing Arrangement segment since the revenue recognition patterns of the arrangements now very closely resemble those of the traditional sale arrangements.

The Company’s arrangements include a requirement for the provision of maintenance services over the life of the arrangement, subject to a consumer price index increase on renewal each year. Under the new standard, the Company has included the future consideration from the provision of maintenance services in the relative selling price calculation at revenue recognition. The amount allocated to maintenance services is deferred and recognized over the full life of the arrangement. As the maintenance services are a stand ready obligation revenue is recognized evenly over time, which is consistent with past treatment. Under the previous recognition standard, only the first year’s extended warranty and maintenance services included as part of the upfront consideration received by the Company was included in the relative selling price allocation to determine the allocation of consideration between deliverables, while the future years maintenance services were recognized and amortized over each year’s renewal term. The Company does not expect a significant change in the allocation of consideration between performance obligations to arise as a result of this change.

The DMR and Film Distribution revenue streams fall under the variable consideration exemption for sales- or usage-based royalties. While the Company does not hold rights to the intellectual property in the form of the film content, the Company is being reimbursed for the application of its intellectual property in the form of its patented DMR processes used in the creation of new intellectual property in the form of an IMAX DMR version of film. The Company’s Film Distribution revenues are strictly from the license of its intellectual property in the form of documentary film content to which the Company holds distribution rights.

The Company’s remaining revenue streams are not significantly impacted by the new standard. The Company’s balance sheet will require adjustment for contract assets and liabilities arising from the variable consideration calculations noted above.

At this point, the Company is in the process of calculating the opening retained earnings impacts of the above.year ended December 31, 2025. The Company is implementing changes to its revenue accounting system, processes and internal controls over revenue recognition as part of the adoption of the new standard.

In June 2016, the FASB issued ASUNo. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU2016-13”). The purpose of ASU2016-13 is to require a financial asset measured on the amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating toavailable-for-sale debt securities should be recorded through an allowance for credit losses. For public entities, the amendments in ASU2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessingstill evaluating the impact of this ASU2016-13 on its consolidated financial statements.

In January 2017, the FASB issued ASUNo. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU2017-01”).The purpose of the amendment is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the amendments in ASU2017-01 are effective for interim and annual reporting periods beginning after December 15, 2017. The adoption of this standard in January 2018 did not have a material impact to the Company’s consolidated financial statements.

In January 2017, the FASB issued ASUNo. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU2017-04”). The purpose of the amendment is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. For public entities, the amendments in ASU

2017-04 are effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of ASU2017-04 on its consolidated financial statements.

In March 2017, the FASB issued ASUNo. 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU2017-07”). The amendment requires the service cost component of net periodic benefit cost be presented in the same income statement line item as other employee compensation costs arising from services rendered during the period and other components of the net periodic benefit cost be presented separately from the line item that includes the service cost and outside of any subtotal of operating income. For public entities, the amendments in ASU2017-07 are effective for interim and annual reporting periods beginning after December 15, 2017. The adoption of this standard in January 2018 did not have a material impact to the Company’s consolidated financial statements.

In May 2017, the FASB issued ASUNo. 2017-09, “Compensation - Stock compensation (Topic 718): Scope of modification accounting” (“ASU2017-09”). The purpose of the amendment is to clarify which changes to the terms or condition of a share-based payment award require an entity to apply modification accounting. For all entities that offer share based payment awards, ASU2017-09 are effective for interim and annual reporting periods beginning after December 15, 2017. The adoption of this standard in January 2018 did not have a material impact to the Company’s consolidated financial statements.

In August 2017, the FASB issued ASUNo. 2017-12, “Derivatives and Hedging (Topic 815)”. The purpose of the amendment is to better align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. For public entities, the amendments in ASU2017-12 are effective for interim and annual reporting periods beginning after December 15, 2018. The Company is currently assessing the impact of ASU2017-12 on its consolidated financial statements.

The Company considers the applicability and impact of all recently issued FASB accounting standard codification updates. Accounting standardsstandard updates that are not noted above were assessed and determined to be not applicable or not significant to the Company’s consolidatedConsolidated Financial Statements for the year ended December 31, 2023.

4. Acquisition

On September 22, 2022, the Company acquired all of the issued and outstanding shares of SSIMWAVE pursuant to a share purchase agreement by and among the Company, SSIMWAVE, and related shareholders (the “Sellers”). SSIMWAVE provides perceptual quality measurement and optimization solutions based on artificial intelligence technologies for leading media and entertainment companies. Following the acquisition, SSIMWAVE became a wholly-owned subsidiary of the Company.

89


As consideration for the acquisition of SSIMWAVE, the Company paid an aggregate purchase price of $23.2 million, consisted of: (i) $19.5 million in cash, (ii) 160,547 common shares of the Company with a fair value of $1.9 million (the “IMAX Share Consideration”), and (iii) contingent consideration with a fair value of $1.8 million (the “Earn-Out Payment”). The fair value of the IMAX Share Consideration, which is based on the share price on the date of the acquisition, is reduced to reflect the fair value of certain restrictions on the future transfer of the shares. The Earn-Out Payment may be paid to certain Sellers in an aggregate amount of up to $2.0 million in cash, contingent upon and following the achievement of certain commercial and financial statementsmilestones during the period from January 1, 2023 to December 31, 2024, or under certain terms March 31, 2025. The fair value of the Earn-Out Payment is based on management’s assessment of the likelihood of achieving these milestones.

The revenues and earnings of SSIMWAVE for the period post-acquisition through December 31, 2022 were included in All Other for segment reporting and were not material to the Company’s Consolidated Financial Statements. During the year ended December 31, 2017.2022, the Company incurred $1.1 million of professional fees in connection with the acquisition of SSIMWAVE, which were recorded within Selling, General and Administrative Expenses on the Company’s Consolidated Statements of Operations.

The Company accounted for the acquisition of SSIMWAVE as a business combination. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as of December 31, 2022.

(In thousands of U.S. Dollars)

Purchase Price:

Cash payments

$

19,521

IMAX Share Consideration

1,947

Earn-Out Payment

1,750

Total Purchase Price

$

23,218

Allocation of Purchase Price:

Cash and cash equivalents

$

3,582

Accounts receivable

158

Property, plant and equipment

409

Intangible assets (see Note 13)

11,189

Other assets

293

Accounts payable and accrued liabilities

(1,092

)

Deferred revenue

(1,300

)

Federal economic development loan, net of unaccreted interest benefit

(1,772

)

Deferred tax liability

(2,037

)

Goodwill (see Note 13)

13,788

Total Purchase Price

$

23,218

The allocation of the fair value of identified intangible assets is as follows:

(In thousands of U.S. Dollars)

Fair Value

 

Weighted Average Useful Life

Patent and trademarks

$

100

 

2 Years

Customer relationships

 

1,340

 

7 Years

Developed technology

 

5,779

 

4 to 7 Years

In-process research and development

 

3,810

 

Not yet in use

Non-compete agreement

 

160

 

4 Years

Total identifiable intangible assets

$

11,189

 

 

Goodwill is the excess of the consideration transferred over the net assets recognized and primarily represents future economic benefits arising from assets acquired that are not individually identified and separately recognized, including synergies and assembled workforce inherent in the acquired business. The goodwill recorded is not expected to be deductible for income tax purposes.

90


5. Receivables

The ability of the Company to collect its receivables is principally 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 that could result in them being unable to fulfill their payment obligations to the Company.

4.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 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.
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 reversal of the provision 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. Additional credit loss provisions are also recorded taking into account 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. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect. The impacts of inflation, and rising interest rates may impact future credit losses. The Company will continue to monitor economic trends and conditions and portfolio performance and adjust its allowance for credit loss accordingly. Refer to Note 2(b), Estimates and Assumptions, for information regarding Cineworld and theater operators in Russia, Ukraine, and Belarus.

91


Accounts Receivable

Accounts receivable principally includes amounts currently due to the Company under IMAX System sale and sales-type lease arrangements, contingent fees owed by theater operators as a result of box office performance, and fees for 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.

The following tables summarize the activity in the allowance for credit losses related to Accounts Receivable for the years ended December 31, 2023 and 2022:

 

 

Year Ended December 31, 2023

 

(In thousands of U.S. Dollars)

 

Theater
Operators

 

 

Studios

 

 

Other

 

 

Total

 

Beginning balance

 

$

11,144

 

 

$

1,699

 

 

$

1,276

 

 

$

14,119

 

Current period provision (reversal), net

 

 

4,771

 

 

 

(944

)

 

 

(270

)

 

 

3,557

 

Write-offs, net of recoveries

 

 

(1,225

)

 

 

(133

)

 

 

 

 

 

(1,358

)

Foreign exchange

 

 

(335

)

 

 

(6

)

 

 

 

 

 

(341

)

Ending balance

 

$

14,355

 

 

$

616

 

 

$

1,006

 

 

$

15,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2022

 

(In thousands of U.S. Dollars)

 

Theater
Operators

 

 

Studios

 

 

Other

 

 

Total

 

Beginning balance

 

$

8,867

 

 

$

1,994

 

 

$

1,085

 

 

$

11,946

 

Current period provision (reversal), net

 

 

2,687

 

 

 

(128

)

 

 

585

 

 

 

3,144

 

Write-offs, net of recoveries

 

 

(43

)

 

 

(128

)

 

 

(394

)

 

 

(565

)

Foreign exchange

 

 

(367

)

 

 

(39

)

 

 

 

 

 

(406

)

Ending balance

 

$

11,144

 

 

$

1,699

 

 

$

1,276

 

 

$

14,119

 

For the year ended December 31, 2023, the Company’s allowance for current expected credit losses related to Accounts Receivable increased by $1.9 million, largely the result of an increase in aged receivables. In the fourth quarter of 2023, the $1.5 million COVID-19 reserve for China was released of which $0.3 million related to Accounts Receivable and $1.2 million to Financing Receivables.

For the year ended December 31, 2022, the Company’s allowance for current expected credit losses related to Accounts Receivable increased by $2.2 million principally due to reserves established against its receivables in Russia due to uncertainties associated with the ongoing Russia-Ukraine conflict and resulting sanctions, partially offset the reversal of provisions associated with the COVID-19 pandemic as the outlook for the theatrical exhibition industry in Domestic and Rest of World markets continues to improve. As of December 31, 2022, there remains a $1.5 million of COVID-19 additional reserve for China.

92


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 Systems. As of December 31, 2023 and 2022, financing receivables consist of the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Net investment in leases

 

 

 

 

 

 

Gross minimum payments due under sales-type leases

 

$

30,459

 

 

$

29,727

 

Unearned finance income

 

 

(467

)

 

 

(619

)

Present value of minimum payments due under sales-type leases

 

 

29,992

 

 

 

29,108

 

Allowance for credit losses

 

 

(453

)

 

 

(776

)

Net investment in leases

 

 

29,539

 

 

 

28,332

 

Financed sales receivables

 

 

 

 

 

 

Gross minimum payments due under financed sales

 

 

135,684

 

 

 

141,337

 

Unearned finance income

 

 

(28,452

)

 

 

(29,340

)

Present value of minimum payments due under financed sales

 

 

107,232

 

 

 

111,997

 

Allowance for credit losses

 

 

(9,617

)

 

 

(10,945

)

Net financed sales receivables

 

 

97,615

 

 

 

101,052

 

Total financing receivables

 

$

127,154

 

 

$

129,384

 

 

 

 

 

 

 

 

Net financed sales receivables due within one year

 

$

32,031

 

 

$

32,366

 

Net financed sales receivables due after one year

 

 

65,584

 

 

 

68,686

 

Total financed sales receivables

 

$

97,615

 

 

$

101,052

 

As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s sales-type lease arrangements and financed sales receivables, as applicable, are as follows:

 

 

 

December 31,

 

December 31,

 

 

 

2023

 

2022

Weighted-average remaining lease term (in years)

 

 

 

 

 

 

 

 

Sales-Type lease arrangements

 

 

 

8.3

 

 

 

 

9.0

 

 

Weighted-average interest rate

 

 

 

 

 

 

 

 

 

Sales-Type lease arrangements

 

 

 

7.88

 

%

 

 

8.23

 

%

Financed sales receivables

 

 

 

8.97

 

%

 

 

8.79

 

%

93


The tables below provide information on the Company’s net investment in leases by credit quality indicator as of December 31, 2023 and 2022. 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)

 

By Origination Year

 

 

 

 

As of December 31, 2023

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Total

 

Net investment in leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

2,435

 

 

$

3,262

 

 

$

6,241

 

 

$

2,173

 

 

$

1,677

 

 

$

1,138

 

 

$

16,926

 

Credit Watch

 

 

 

 

 

490

 

 

 

 

 

 

 

 

 

 

 

 

313

 

 

 

803

 

Pre-approved transactions

 

 

 

 

 

 

 

 

3,462

 

 

 

1,182

 

 

 

5,221

 

 

 

1,997

 

 

 

11,862

 

Transactions suspended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

401

 

 

 

401

 

Total net investment in leases

 

$

2,435

 

 

$

3,752

 

 

$

9,703

 

 

$

3,355

 

 

$

6,898

 

 

$

3,849

 

 

$

29,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

As of December 31, 2022

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

Prior

 

 

Total

 

Net investment in leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

4,148

 

 

$

6,969

 

 

$

2,494

 

 

$

1,977

 

 

$

 

 

$

1,016

 

 

$

16,604

 

Credit Watch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-approved transactions

 

 

 

 

 

3,089

 

 

 

1,162

 

 

 

5,401

 

 

 

2,451

 

 

 

 

 

 

12,103

 

Transactions suspended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

401

 

 

 

401

 

Total net investment in leases

 

$

4,148

 

 

$

10,058

 

 

$

3,656

 

 

$

7,378

 

 

$

2,451

 

 

$

1,417

 

 

$

29,108

 

The tables below provide information on the Company’s financed sales receivables by credit quality indicator as of December 31, 2023 and 2022. 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)

 

By Origination Year

 

 

 

 

As of December 31, 2023

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Total

 

Financed sales receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

6,660

 

 

$

5,921

 

 

$

5,961

 

 

$

5,415

 

 

$

8,058

 

 

$

44,870

 

 

$

76,885

 

Credit Watch

 

 

 

 

 

30

 

 

 

 

 

 

 

 

 

317

 

 

 

796

 

 

 

1,143

 

Pre-approved transactions

 

 

607

 

 

 

313

 

 

 

2,619

 

 

 

1,455

 

 

 

2,084

 

 

 

8,508

 

 

 

15,586

 

Transactions suspended

 

 

 

 

 

 

 

 

728

 

 

 

345

 

 

 

1,546

 

 

 

10,999

 

 

 

13,618

 

Total financed sales receivables

 

$

7,267

 

 

$

6,264

 

 

$

9,308

 

 

$

7,215

 

 

$

12,005

 

 

$

65,173

 

 

$

107,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

As of December 31, 2022

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

Prior

 

 

Total

 

Financed sales receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

10,252

 

 

$

8,643

 

 

$

6,280

 

 

$

8,541

 

 

$

9,854

 

 

$

39,912

 

 

$

83,482

 

Credit Watch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,152

 

 

 

1,152

 

Pre-approved transactions

 

 

 

 

 

2,318

 

 

 

1,399

 

 

 

1,134

 

 

 

1,449

 

 

 

9,243

 

 

 

15,543

 

Transactions suspended

 

 

272

 

 

 

664

 

 

 

142

 

 

 

1,269

 

 

 

1,197

 

 

 

8,276

 

 

 

11,820

 

Total financed sales receivables

 

$

10,524

 

 

$

11,625

 

 

$

7,821

 

 

$

10,944

 

 

$

12,500

 

 

$

58,583

 

 

$

111,997

 

94


The balance of financed sales receivables classified within the Transactions Suspended category as of December 31, 2023 includes amounts due from exhibitors in Russia, Ukraine, and Belarus which were reclassified from other credit quality classifications in 2022 as a result of the ongoing Russia-Ukraine conflict and resulting sanctions.

The following tables provide an aging analysis for the Company’s net investment in leases and financed sales receivables as of December 31, 2023 and 2022:

 

 

As of December 31, 2023

 

(In thousands of U.S. Dollars)

 

Accrued
and
Current

 

 

30-89
Days

 

 

90+
Days

 

 

Billed

 

 

Unbilled

 

 

Recorded
Receivable

 

 

Allowance
for Credit
Losses

 

 

Net

 

Net investment in leases

 

$

293

 

 

$

212

 

 

$

4,598

 

 

$

5,103

 

 

$

24,889

 

 

$

29,992

 

 

$

(453

)

 

$

29,539

 

Financed sales receivables

 

 

1,535

 

 

 

1,196

 

 

 

10,704

 

 

 

13,435

 

 

 

93,797

 

 

 

107,232

 

 

 

(9,617

)

 

 

97,615

 

Total

 

$

1,828

 

 

$

1,408

 

 

$

15,302

 

 

$

18,538

 

 

$

118,686

 

 

$

137,224

 

 

$

(10,070

)

 

$

127,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

(In thousands of U.S. Dollars)

 

Accrued
and
Current

 

 

30-89
Days

 

 

90+
Days

 

 

Billed

 

 

Unbilled

 

 

Recorded
Receivable

 

 

Allowance
for Credit
Losses

 

 

Net

 

Net investment in leases

 

$

237

 

 

$

216

 

 

$

2,593

 

 

$

3,046

 

 

$

26,062

 

 

$

29,108

 

 

$

(776

)

 

$

28,332

 

Financed sales receivables

 

 

2,269

 

 

 

1,307

 

 

 

12,793

 

 

 

16,369

 

 

 

95,628

 

 

 

111,997

 

 

 

(10,945

)

 

 

101,052

 

Total

 

$

2,506

 

 

$

1,523

 

 

$

15,386

 

 

$

19,415

 

 

$

121,690

 

 

$

141,105

 

 

$

(11,721

)

 

$

129,384

 

The following tables provide information about the Company’s net investment in leases and financed sales receivables with billed amounts past due for which it continues to accrue finance income as of December 31, 2023 and 2022. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.

 

 

As of December 31, 2023

 

(In thousands of U.S. Dollars)

 

Accrued
and
Current

 

 

30-89 Days

 

 

90+ Days

 

 

Billed

 

 

Unbilled

 

 

Allowance
for Credit
Losses

 

 

Net

 

Net investment in leases

 

$

259

 

 

$

212

 

 

$

4,598

 

 

$

5,069

 

 

$

22,651

 

 

$

(9

)

 

$

27,711

 

Financed sales receivables

 

 

798

 

 

 

782

 

 

 

10,517

 

 

 

12,097

 

 

 

33,552

 

 

 

(1,198

)

 

 

44,451

 

Total

 

$

1,057

 

 

$

994

 

 

$

15,115

 

 

$

17,166

 

 

$

56,203

 

 

$

(1,207

)

 

$

72,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

(In thousands of U.S. Dollars)

 

Accrued
and
Current

 

 

30-89 Days

 

 

90+ Days

 

 

Billed

 

 

Unbilled

 

 

Allowance
for Credit
Losses

 

 

Net

 

Net investment in leases

 

$

190

 

 

$

181

 

 

$

2,593

 

 

$

2,964

 

 

$

17,070

 

 

$

(230

)

 

$

19,804

 

Financed sales receivables

 

 

1,550

 

 

 

1,115

 

 

 

10,814

 

 

 

13,479

 

 

 

43,172

 

 

 

(1,587

)

 

 

55,064

 

Total

 

$

1,740

 

 

$

1,296

 

 

$

13,407

 

 

$

16,443

 

 

$

60,242

 

 

$

(1,817

)

 

$

74,868

 

The following table provides information about the Company’s net investment in leases and financed sales receivables that are on nonaccrual status as of December 31, 2023 and 2022:

 

 

As of December 31, 2023

 

 

As of December 31, 2022

 

(In thousands of U.S. Dollars)

 

Recorded
Receivable

 

 

Allowance
for Credit
Losses

 

 

Net

 

 

Recorded
Receivable

 

 

Allowance
for Credit
Losses

 

 

Net

 

Net investment in leases

 

$

401

 

 

$

(401

)

 

$

 

 

$

401

 

 

$

(401

)

 

$

 

Net financed sales receivables

 

 

29,204

 

 

 

(8,884

)

 

 

20,320

 

 

 

27,364

 

 

 

(9,589

)

 

 

17,775

 

Total

 

$

29,605

 

 

$

(9,285

)

 

$

20,320

 

 

$

27,765

 

 

$

(9,990

)

 

$

17,775

 

95


For the year ended December 31, 2023, the Company recognized less than $0.1 million (2022 — $0.1 million; 2021 —$0.1 million) in Finance Income related to the net investment in leases with billed amounts past due. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize any Finance Income related to the net investment in leases in nonaccrual status. For the year ended December 31, 2023, the Company recognized $2.7 million (2022 — $3.6 million; 2021 — $3.7 million) in Finance Income related to the financed sales receivables with billed amounts past due. For the year ended December 31, 2023, the Company recognized $0.2 million (2022 — $0.5 million; 2021 — $0.2 million) in Finance Income related to the financed sales receivables in nonaccrual status.

The following tables summarize the activity in the allowance for credit losses related to the Company’s net investment in leases and financed sales receivables for years ended December 31, 2023 and 2022:

 

 

Year Ended December 31, 2023

 

 

 

Net Investment

 

 

Financed

 

(In thousands of U.S. Dollars)

 

in Leases

 

 

Sales Receivables

 

Beginning balance

 

$

776

 

 

$

10,945

 

Current period reversal, net

 

 

(61

)

 

 

(1,644

)

Foreign exchange

 

 

(262

)

 

 

316

 

Ending balance

 

$

453

 

 

$

9,617

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2022

 

 

 

Net Investment

 

 

Net Financed

 

(In thousands of U.S. Dollars)

 

in Leases

 

 

Sales Receivables

 

Beginning balance

 

$

798

 

 

$

5,414

 

Current period provision, net

 

 

5

 

 

 

5,783

 

Foreign exchange

 

 

(27

)

 

 

(252

)

Ending balance

 

$

776

 

 

$

10,945

 

For the year ended December 31, 2023, the Company’s allowance for current expected credit losses related to its net investment in leases and financed sales receivables decreased by $1.7 million. This decrease is principally due to the release of China’s COVID-19 pandemic provision of $1.5 million, of which $1.2 million relates to its net investment in leases and financed sales receivables.

For the year ended December 31, 2022, the Company’s allowance for current expected credit losses related to its net investment in leases and financed sales receivables increased by $5.5 million. This decrease is principally due to reserves established against its receivables in Russia due to uncertainties associated with the ongoing Russia-Ukraine conflict and resulting sanctions, partially offset by the reversal of provisions associated with the COVID-19 pandemic as the outlook for the theatrical exhibition industry in Domestic and Rest of World markets continues to improve.

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, 2023 and 2022:

 

 

Year Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Beginning balance

 

$

610

 

 

$

1,082

 

Current period provision (reversal), net

 

 

35

 

 

 

(440

)

Foreign Exchange

 

 

(12

)

 

 

(32

)

Ending balance

 

$

633

 

 

$

610

 

For the year ended December 31, 2023, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables remained consistent at $0.6 million. As of December 31, 2023, there was no COVID-19 pandemic provision remaining.

96


For the year ended December 31, 2022, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables decreased by $0.5 million. This decrease is principally due to the reversal of provisions associated with the COVID-19 pandemic as the outlook for the theatrical exhibition industry in Domestic and Rest of World markets continues to improve.

6. Lease Arrangements

(a)
IMAX Corporation as a Lessee

(a) General TermsThe Company’s operating lease arrangements principally involve office and warehouse space. Office equipment is generally purchased outright. Leases with an initial term of Lease Arrangements

A numberless 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.

In 2022, the Company entered into a finance lease arrangement involving equipment used to facilitate the delivery of live events to certain IMAX locations. The lease arrangement includes an option for the Company to purchase the equipment at the end of the lease term that is reasonably certain to be exercised. The resulting right-of-use assets are being depreciated from the lease commencement dates over the useful life of the underlying equipment. The incremental borrowing rate used in the calculation of the lease liabilities is based on the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term.

For the years ended December 31, 2023, 2022, and 2021 the components of lease expense recorded within Selling, General and Administrative Expenses are as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Operating lease cost:

 

 

 

 

 

 

 

 

 

     Amortization of operating lease assets

 

$

2,677

 

 

$

2,734

 

 

$

2,791

 

     Interest on operating lease liabilities

 

 

768

 

 

 

825

 

 

 

937

 

     Short-term and variable lease costs

 

 

507

 

 

 

616

 

 

 

713

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

     Amortization of finance lease assets

 

 

398

 

 

 

171

 

 

N/A

 

     Interest on finance lease liabilities

 

 

45

 

 

 

22

 

 

N/A

 

   Total lease cost

 

$

4,395

 

 

$

4,368

 

 

$

4,441

 

For the years ended December 31, 2023, 2022, and 2021, supplemental cash and non-cash information related to leases is as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

    Operating leases

 

$

3,675

 

 

$

3,783

 

 

$

3,839

 

    Finance leases

 

 

480

 

 

 

948

 

 

N/A

 

Supplemental disclosure of non-cash leasing activities:

 

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for operating lease
obligations

 

 

972

 

 

 

3,068

 

 

 

1,047

 

    Right-of-use assets obtained in exchange for finance lease obligations

 

 

 

 

 

1,990

 

 

N/A

 

97


As of December 31, 2023 and 2022, supplemental balance sheet information related to leases is as follows:

 

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

 

2023

 

 

2022

 

Assets

Balance Sheet Location

 

 

 

 

 

 

Operating lease right-of-use assets

Property, plant and equipment

 

$

10,599

 

 

$

12,341

 

Finance lease right-of-use assets

Property, plant and equipment

 

 

1,420

 

 

 

1,876

 

Liabilities

Balance Sheet Location

 

 

 

 

 

 

Operating lease liabilities

Accrued and other liabilities

 

 

12,702

 

 

 

14,641

 

Finance lease liabilities(1)

Accrued and other liabilities

 

 

518

 

 

 

1,011

 

(1)
Recorded net of $nil (2022 — $0.9 million) upfront payment made upon execution of the finance lease arrangement.

As of December 31, 2023 and 2022, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s leases are as follows:

 

 

 

December 31,

 

 

 

 

 

2023

 

 

2022

 

 

Operating leases:

 

 

 

 

 

 

 

    Weighted-average remaining lease term (years)

 

 

4.9

 

 

 

6.0

 

 

    Weighted-average discount rate

 

 

 

5.85

 

%

 

5.90

 

%

Finance leases:

 

 

 

 

 

 

 

 

    Weighted-average remaining lease term (years)

 

 

3.6

 

 

 

4.7

 

 

    Weighted-average discount rate

 

 

 

6.0

 

%

 

6.0

 

%

As of December 31, 2023, the maturities of the Company’s operating and finance lease liabilities are as follows:

(In thousands of U.S. Dollars)

 

Operating Leases

 

Finance Leases

 

2024

 

$

2,740

 

$

535

 

2025

 

 

2,544

 

 

 

2026

 

 

2,482

 

 

 

2027

 

 

2,481

 

 

 

2028

 

 

2,484

 

 

 

Thereafter

 

 

2,167

 

 

 

Total lease payments

 

 

14,898

 

 

535

 

Less: interest expense

 

 

(2,196

)

 

(17

)

Present value of lease liabilities

 

$

12,702

 

$

518

 

(b)
IMAX Corporation as a Lessor

The Company provides IMAX 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 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 2(m)Note 2(o). The Company classifies its lease arrangements at inception of the arrangement and, if required, after a modification of the lease arrangement, to determine whether they are sales-type leases or operating leases. 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 typicallynon-cancellable for 10 to 20 years with renewal provisions from inception. Except for those sales arrangements that are classified as sales-type leases, the Company’s leases generally do not contain an automatic transfer of title at the end of the lease term. 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 theater systemsIMAX System commencing on the date specified in the arrangement’s shipping terms and ending on the date the theater systems are delivered backIMAX System is returned to the Company.

98


The Company has assessedalso provides IMAX Systems to customers through joint revenue sharing arrangements. Under the naturetraditional form of itsthese arrangements, in exchange for providing the IMAX 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 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 concluded that, based on the guidance in the Revenue Recognition Topicinstallation of the ASC, the arrangements contain a lease.IMAX 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 typicallynon-cancellable for 10 years or longer with renewal provisions. Title to equipmentthe IMAX System under a joint revenue sharing arrangementsarrangement 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 theater systemsIMAX System commencing on the date specified in the arrangement’s shipping terms and ending on the date the theater systems are delivered backIMAX System is returned to the Company. See additional details regarding

The following lease payments are expected to be received by the Company’s traditionalCompany for its sales-type leases and hybrid joint revenue sharing arrangements as described in note 2(m).

(b) Financing Receivables

Financing receivables, consisting of net investment in sales-type leases and receivables from financed sales of theater systems are as follows:

   As at December 31, 
   2017   2016 

Gross minimum lease payments receivable

  $8,537   $10,466 

Unearned finance income

   (1,147   (1,710
  

 

 

   

 

 

 

Minimum lease payments receivable

   7,390    8,756 

Accumulated allowance for uncollectible amounts

   (155   (672
  

 

 

   

 

 

 

Net investment in leases

   7,235    8,084 
  

 

 

   

 

 

 

Gross financed sales receivables

   162,522    154,301 

Unearned finance income

   (39,341   (39,766
  

 

 

   

 

 

 

Financed sales receivables

   123,181    114,535 

Accumulated allowance for uncollectible amounts

   (922   (494
  

 

 

   

 

 

 

Net financed sales receivables

   122,259    114,041 
  

 

 

   

 

 

 

Total financing receivables

  $129,494   $122,125 
  

 

 

   

 

 

 

Net financed sales receivables due within one year

  $25,455   $21,980 

Net financed sales receivables due after one year

  $96,804   $92,061 

In 2017, the financed sales receivables had a weighted average effective interest rate of 9.1% (2016 — 9.3%).

(c) Contingent Fees

Contingent fees that meet the Company’s revenue recognition policy, from customers under various theater system arrangements, have been reported in revenue as follows:

   Years Ended December 31, 
   2017   2016   2015 

Sales

  $2,613   $3,308   $2,492 

Sales-type leases

   53    375    363 

Operating leases

   185    602    901 
  

 

 

   

 

 

   

 

 

 

Subtotal - sales, sales-type leases and operating leases

   2,851    4,285    3,756 

Joint revenue sharing arrangements

   70,779    73,976    82,016 
  

 

 

   

 

 

   

 

 

 
  $73,630   $78,261   $85,772 
  

 

 

   

 

 

   

 

 

 

(d) Future Minimum Rental Payments

Future minimum rental payments receivable from operating and sales-type leases at December 31, 2017, for each of the next five years and thereafter following the December 31, 2023 balance sheet date:

(In thousands of U.S. Dollars)

 

Sales-Type
Leases

 

 

Joint Revenue
Sharing Arrangements

 

2024

 

$

3,222

 

 

$

71

 

2025

 

 

3,112

 

 

 

27

 

2026

 

 

3,031

 

 

 

 

2027

 

 

2,965

 

 

 

 

2028

 

 

2,813

 

 

 

 

Thereafter

 

 

9,307

 

 

 

 

Total

 

$

24,450

 

 

$

98

 

(Refer to Note 6 for additional information related to the net investment in leases related to the Company’s sales-type lease arrangements.)

99


7. Variable Consideration from Contracts with Customers

The arrangement for the sale of an IMAX 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 follows: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 IMAX System, which are developed using historical data for the location and, if necessary, comparable theaters and territories. (Refer to Note 2(o) 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, 2023, 2022, and 2021:

 

 

 

 

(In thousands of U.S. Dollars)

 

 

 

Balance as of January 1, 2021

 

$

40,526

 

Variable consideration for newly recognized sales

 

 

4,696

 

Accretion to finance income

 

 

1,985

 

Transferred to receivables from variable consideration assets

 

 

(3,794

)

Movement in allowance for credit losses

 

 

805

 

Balance as of December 31, 2021

 

 

44,218

 

Variable consideration for newly recognized sales

 

 

7,109

 

Accretion to finance income

 

 

1,846

 

Transferred to receivables from variable consideration assets

 

 

(9,621

)

Movement in allowance for credit losses (see Note 5)

 

 

472

 

Balance as of December 31, 2022

 

 

44,024

 

Variable consideration for newly recognized sales

 

 

28,580

 

Accretion to finance income

 

 

2,644

 

Transferred to receivables from variable consideration assets

 

 

(10,887

)

Movement in allowance for credit losses (see Note 5)

 

 

(23

)

Balance as of December 31, 2023

 

$

64,338

 

8. Inventories

 

   Operating Leases   Sales-Type Leases 

2018

  $484   $1,503 

2019

   166    1,456 

2020

   69    1,331 

2021

   69    1,306 

2022

   70    899 

Thereafter

   215    1,655 
  

 

 

   

 

 

 

Total

  $1,073   $8,150 
  

 

 

   

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Raw materials

 

$

27,660

 

 

$

25,365

 

Work-in-process

 

 

2,570

 

 

 

2,034

 

Finished goods

 

 

1,354

 

 

 

4,135

 

 

 

$

31,584

 

 

$

31,534

 

Total future minimum rental payments receivable from sales-type leases at

As of December 31, 2017 exclude $0.4 million which represents amounts billed but not yet received.

5.2023, Inventories

   As at December 31, 
   2017   2016 

Raw materials

  $21,206   $28,000 

Work-in-process

   2,601    3,818 

Finished goods

   6,981    10,303 
  

 

 

   

 

 

 
  $30,788   $42,121 
  

 

 

   

 

 

 

At December 31, 2017, include finished goods inventoryof $0.6 million (December 31, 2022 — $3.5 million) for which title had passed to the customer, andbut the criteria for revenue was deferred amounted to $4.9 million (December 31, 2016 — $2.3 million).recognition were not met as of the balance sheet date.

Inventories at

100


The following table summarizes the activity for the Company’s inventory valuation allowance account for the years ended December 31, 2017 include impairments2023, 2022 and write-downs for excess and obsolete inventory based upon current estimates2021:

 

 

Balance at
beginning
of year

 

 

Additions
charged to
expenses
(1)

 

 

Other deductions(2)

 

 

Balance at
end of year

 

(In thousands of U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2023

 

$

5,739

 

 

$

64

 

 

$

(387

)

 

$

5,416

 

Year ended December 31, 2022

 

 

4,897

 

 

 

919

 

 

(77

)

 

 

5,739

 

Year ended December 31, 2021

 

 

5,752

 

 

 

629

 

 

(1,484

)

 

 

4,897

 

(1)
Excludes an expense of net realizable value considering future events and conditions$0.5 million charged directly to the Consolidated Statements of $0.5 million (DecemberOperations during the year ended December 31, 20162023 (2022$0.5recovery of $0.2 million; 2021 — expense of $0.3 million).

(2)
Includes the write-off of amounts previously charged to valuation allowance.

6.9. Film Assets

 

  As at December 31, 

 

As of December 31,

 

  2017   2016 

Completed and released films, net of accumulated amortization of $158,155 (2016—$128,650)

  $3,467   $10,643 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Completed and released films, net of accumulated amortization of

 

$

1,382

 

 

$

1,227

 

$236,275 (2022 ― $235,029)

 

 

 

 

 

 

Films in production

   97    325 

 

 

4,341

 

 

 

1,667

 

Films in development

   1,462    5,554 

 

 

1,063

 

 

 

2,383

 

  

 

   

 

 

 

$

6,786

 

 

$

5,277

 

  $5,026   $16,522 
  

 

   

 

 

The Company expects to amortize film costs$5.0 million of $3.4 million for released filmsthe Film Assets balance within three years from December 31, 2017 (December 31, 2016 — $4.8 million),2023, including $2.2$3.2 million which reflects the portion of the costs of the Company’s completed films that are expected to be amortized withinin 2024, $0.9 million in 2025, and $0.9 million in 2026. In certain film arrangements, the next year.Company co-produces a film with a third party whereby the third party retaining certain rights to the film. The amount of participation payments owed to third parties related to theseco-produced films thatas of December 31, 2023 is $3.8 million (December 31, 2022 — $3.8 million) and is recorded on the Consolidated Balance Sheets within Accrued and Other Liabilities.

In 2023, the Company expectsrecorded impairment losses of $0.4 million related to pay during 2018,the write-down of film assets (2022 — $0.8 million; 2021 — $0.2 million).

101


10. Property, Plant and Equipment

 

 

As of December 31, 2023

 

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

(In thousands of U.S. Dollars)

 

Cost

 

 

Depreciation

 

 

Value

 

Equipment leased or held for use:

 

 

 

 

 

 

 

 

 

 

 

 

IMAX System components(1)(2)(3)

 

$

 

334,323

 

 

$

 

192,069

 

 

$

 

142,254

 

Camera and connectivity equipment

 

 

 

9,077

 

 

 

 

5,053

 

 

 

 

4,024

 

 

 

 

343,400

 

 

 

 

197,122

 

 

 

 

146,278

 

Assets under construction(4)

 

 

 

20,125

 

 

 

 

 

 

 

 

20,125

 

Right-of-use assets(5)

 

 

 

13,545

 

 

 

 

1,526

 

 

 

 

12,019

 

Other property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

 

 

8,203

 

 

 

 

 

 

 

 

8,203

 

Buildings

 

 

 

81,374

 

 

 

 

33,748

 

 

 

 

47,626

 

Office and production equipment(6)

 

 

 

38,223

 

 

 

 

31,891

 

 

 

 

6,332

 

Leasehold improvements

 

 

 

7,926

 

 

 

 

5,210

 

 

 

 

2,716

 

 

 

 

135,726

 

 

 

 

70,849

 

 

 

 

64,877

 

 

$

 

512,796

 

 

$

 

269,497

 

 

$

 

243,299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

(In thousands of U.S. Dollars)

 

Cost

 

 

Depreciation

 

 

Value

 

Equipment leased or held for use:

 

 

 

 

 

 

 

 

 

 

 

 

IMAX System components(1)(2)(3)

 

$

 

345,960

 

 

$

 

194,444

 

 

$

 

151,516

 

Camera and connectivity equipment

 

 

 

8,597

 

 

 

 

3,859

 

 

 

 

4,738

 

 

 

 

354,557

 

 

 

 

198,303

 

 

 

 

156,254

 

Assets under construction(4)

 

 

 

14,379

 

 

 

 

 

 

 

 

14,379

 

Right-of-use assets(5)

 

 

 

14,615

 

 

 

 

398

 

 

 

 

14,217

 

Other property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

 

 

8,203

 

 

 

 

 

 

 

 

8,203

 

Buildings

 

 

 

81,053

 

 

 

 

31,519

 

 

 

 

49,534

 

Office and production equipment(6)

 

 

 

38,485

 

 

 

 

31,360

 

 

 

 

7,125

 

Leasehold improvements

 

 

 

7,959

 

 

 

 

4,775

 

 

 

 

3,184

 

 

 

 

135,700

 

 

 

 

67,654

 

 

 

 

68,046

 

 

$

 

519,251

 

 

$

 

266,355

 

 

$

 

252,896

 

(1)
Included in system components are assets with costs of $1.4 million (2022 — $1.6 million) and accumulated depreciation of $1.2 million (2022 — $1.2 million) that are leased to customers under operating leases.
(2)
Included in system components are assets with costs of $317.8 million (2022 — $323.7 million) and accumulated depreciation of $181.2 million (2022 — $177.9 million) that are used in joint revenue sharing arrangements.
(3)
In 2023, the Company recorded charges of $0.8 million (2022 — $1.0 million; 2021 — $0.4 million) in Costs and Expenses Applicable to Technology Rentals mostly related to the write-down of leased xenon-based digital systems which were taken out of service in connection with customer upgrades to laser-based digital systems, as well as two IMAX Systems that was removed from their existing locations.
(4)
Included in assets under construction are components with costs of $16.4 million (2022 — $9.1 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 includedstill in accrued liabilities atuse by the Company. In 2023, the Company identified and wrote off $2.4 million (2022 — $3.5 million) of office and production equipment that is fully depreciated and no longer in use.

102


11. Other Assets

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Lease incentives provided to exhibitor customers, net of accumulated amortization

 

$

 

17,417

 

 

$

 

12,975

 

Commissions and other deferred selling expenses

 

 

 

1,241

 

 

 

 

1,336

 

Other investments

 

 

 

1,000

 

 

 

 

1,000

 

Foreign currency derivatives

 

 

 

846

 

 

 

 

50

 

Other

 

 

 

375

 

 

 

 

304

 

 

 

$

 

20,879

 

 

$

 

15,665

 

12. Income Taxes

(a)
Income (loss) Before Taxes by Jurisdiction

Income (loss) before taxes by tax jurisdiction for the years ended December 31, 2017,2023, 2022, and 2021 consists of the following:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Canada

 

$

 

(13,366

)

 

$

 

(55,623

)

 

$

 

(55,480

)

United States

 

 

 

5,195

 

 

 

 

4,281

 

 

 

 

3,218

 

China

 

 

 

34,433

 

 

 

 

11,466

 

 

 

 

53,792

 

Ireland

 

 

 

19,371

 

 

 

 

24,070

 

 

 

 

829

 

Other

 

 

 

484

 

 

 

 

6,037

 

 

 

 

8,628

 

 

 

$

 

46,117

 

 

$

 

(9,769

)

 

$

 

10,987

 

(b)
Income Tax Expense

Income tax expense for the years ended December 31, 2023, 2022, and 2021 consists of the following:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Income tax expense – current:

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

$

 

(3,102

)

 

$

 

(1,149

)

 

$

 

(915

)

United States

 

 

 

(1,638

)

 

 

 

(274

)

 

 

 

(1,038

)

China

 

 

 

(3,634

)

 

 

 

(4,437

)

 

 

 

(11,045

)

Ireland

 

 

 

(3,481

)

 

 

 

(2,802

)

 

 

 

(1,358

)

Other

 

 

 

(2,643

)

 

 

 

(3,519

)

 

 

 

(3,212

)

Sub-total

 

 

 

(14,498

)

 

 

 

(12,181

)

 

 

 

(17,568

)

Income tax (expense) benefit – deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Canada(1)

 

 

 

2,456

 

 

 

 

943

 

 

 

 

(231

)

United States

 

 

 

1,537

 

 

 

 

(131

)

 

 

 

(1,268

)

China(2)

 

 

 

(433

)

 

 

 

2,763

 

 

 

 

(381

)

Ireland

 

 

 

(2,040

)

 

 

 

(1,562

)

 

 

 

(997

)

Other

 

 

 

(73

)

 

 

 

60

 

 

 

 

(119

)

Sub-total

 

 

 

1,447

 

 

 

 

2,073

 

 

 

 

(2,996

)

Total(3)

 

$

 

(13,051

)

 

$

 

(10,108

)

 

$

 

(20,564

)

(1)
A valuation allowance is $4.5 million (2016 — $4.2 million).

The Company recognized an impairmentrecorded in jurisdictions where management has determined, based on its episodic contentthe weight of all available evidence, both positive and negative, that a valuation allowance for deferred tax assets in its new business segment, of $11.7 million foris required. For the year ended December 31, 2017, due to lower than anticipated revenue generated for the television series’ first season. The first season of the series was completed in 2017 and as a result the episodic asset value was $nil as at December 31, 2017.

In 2017,2023, the Company recorded a charge$0.7 million net decrease (2022 — net increase of $5.3 million (December 31, 2016 — $3.0$16.8 million) in costs and expenses applicable to revenues – services, after an assessment of the carrying value of certain documentary films and their estimated futurebox-office was performed.

7. Property, Plant and Equipment

   As at December 31, 2017 
   Cost   Accumulated
Depreciation
   Net Book
Value
 

Equipment leased or held for use

      

Theater system components(1)(2)(3)(4)

  $264,259   $103,922   $160,337 

Camera equipment

   5,757    3,939    1,818 
  

 

 

   

 

 

   

 

 

 
   270,016    107,861    162,155 
  

 

 

   

 

 

   

 

 

 

Assets under construction(5)

   23,398    —      23,398 
  

 

 

   

 

 

   

 

 

 

Other property, plant and equipment

      

Land

   8,203    —      8,203 

Buildings

   74,478    17,364    57,114 

Office and production equipment(6)

   40,442    22,164    18,278 

Leasehold improvements

   10,974    3,341    7,633 
  

 

 

   

 

 

   

 

 

 
   134,097    42,869    91,228 
  

 

 

   

 

 

   

 

 

 
  $427,511   $150,730   $276,781 
  

 

 

   

 

 

   

 

 

 
   As at December 31, 2016 
   Cost   Accumulated
Depreciation
   Net Book
Value
 

Equipment leased or held for use

      

Theater system components(1)(2)(3)

  $224,890   $89,218   $135,672 

Camera equipment

   5,739    3,732    2,007 
  

 

 

   

 

 

   

 

 

 
   230,629    92,950    137,679 
  

 

 

   

 

 

   

 

 

 

Assets under construction(5)

   18,315    —      18,315 
  

 

 

   

 

 

   

 

 

 

Other property, plant and equipment

      

Land

   8,203    —      8,203 

Buildings

   69,861    14,877    54,984 

Office and production equipment(6)

   41,128    21,935    19,193 

Leasehold improvements

   10,067    3,026    7,041 
  

 

 

   

 

 

   

 

 

 
   129,259    39,838    89,421 
  

 

 

   

 

 

   

 

 

 
  $378,203   $132,788   $245,415 
  

 

 

   

 

 

   

 

 

 

The Company recognized asset impairment charges of $0.3 million (2016 — $0.2 million; 2015 — $0.4 million)valuation allowance against property, plant and equipment after an assessment of the carrying value of certainits deferred tax assets in light of their future expected cash flows.

In addition, as a result ofCanada. The $0.7 million net decrease in the valuation allowance recorded in 2023 is reflected within Income Tax Expense in the Company’s recent restructuring activities, certain long-lived assets were deemedConsolidated Statements of Operations.

103


(2)
The Company’s deferred tax liability of $14.9 million as of December 31, 2022 relates to be impaired as the Company’s exit from certain activities limited the future revenueestimated applicable foreign withholding taxes associated with these assets. The Company recognized property, plant and equipment chargeshistorical earnings that were not indefinitely reinvested which will become payable upon the repatriation of $3.7 million. Noany such charge was recorded inearnings. During the year ended December 31, 20162023, $24.0 million (2022 — $27.4 million) of historical earnings from a subsidiary in China were distributed and 2015.

(1)Includedas a result, $2.4 million (2022 — $2.7 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, 2023 is $12.5 million (2022 — $14.9 million).
(3)
For the year ended December 31, 2023, Income Tax Expense excludes a tax expense of $0.2 million included in theater system components are assets with costs of $8.5 million (2016 — $10.3 million) and accumulated depreciation of $7.2 million (2016 — $8.1 million) that are leased to customers under operating leases.
(2)Included in theater system components are assets with costs of $249.0 million (2016 — $205.2 million) and accumulated depreciation of $92.9 million (2016 — $75.7 million) that are used in joint revenue sharing arrangements.
(3)In 2016, the Company identified and wrote off $0.6 million of theater system components upon the upgrade of xenon-based digital systems under operating lease arrangements to laser-based digital systems under sales or sales-type lease arrangements. No such charge was recorded in the year ended December 31, 2017.
(4)During 2016, the Company signed certain amending agreements which increased the length of the term for all applicable existing and future theaters under joint revenue sharing arrangement. As a result, the Company adjusted the estimated useful life of its theater system components in use for those respective joint revenue sharing theaters, on a prospective basis, to reflect the change

in term. This resulted in decreased depreciation expense of $0.1 million in 2016 and $1.0 million in 2017 as well as in each of the next 4 years since the Systems will now be depreciated over a longer useful life.
(5)Included in assets under construction are components with costs of $15.0 million (2016 — $14.5 million) that will be utilized to construct assets to be used in joint revenue sharing arrangements.
(6)Fully amortized office and production equipment is still in use by the Company. In 2017, the Company identified and wrote off $0.4 million (2016 — $0.7 million) of office and production equipment that is no longer in use and fully amortized.

8. Other Assets

   As at December 31, 
   2017   2016 

Lease incentives provided to theaters

  $7,393  ��$5,632 

Commissions and other deferred selling expenses

   3,762    3,352 

Other investments

   3,516    2,000 

Investment in film business

   3,484    1,389 

Insurance recoverable

   2,708    2,708 

Investment in content

   2,911    522 

Foreign currency derivatives

   1,447    480 

Deferred charges on debt financing and other fees

   1,182    1,713 

Prepaid taxes (note 9)

   —      14,728 

Other

   354    671 
  

 

 

   

 

 

 
  $26,757   $33,195 
  

 

 

   

 

 

 

9.Comprehensive (Loss) Income Taxes

(a)(2022 — expense of $0.8 million; 2021 — benefit of $0.3 million).

(c)
Reconciliation of Income (loss) beforeTax Expense to Statutory Rates

For the years ended December 31, 2023, 2022, and 2021, the Company’s effective tax rate and income taxes by tax jurisdiction are comprised of the following:

   Years Ended December 31, 
   2017   2016   2015 

Canada

  $(17,261  $21,002   $41,099 

United States

   (11,895   505    4,504 

China

   50,410    41,224    45,818 

Ireland

   3,632    (9,768   (10,581

Other

   5,125    4,890    6,238 
  

 

 

   

 

 

   

 

 

 
  $30,011   $57,853   $87,078 
  

 

 

   

 

 

   

 

 

 

(b)    The provision for income taxes related to income (loss) before income taxes is comprised of the following:

   Years Ended December 31, 
   2017   2016   2015 

Current:

      

Canada

  $(6,898  $(1,396  $(10,862

United States

   267    1,756    985 

China

   (12,724   (10,131   (10,591

Ireland

   (735   (405   —   

Other

   (717   (1,093   (920
  

 

 

   

 

 

   

 

 

 
   (20,807   (11,269   (21,388
  

 

 

   

 

 

   

 

 

 

Deferred:(1)

      

Canada

   8,748    (3,583   (518

United States

   (7,109   (4,359   147 

China

   1,405    776    (83

Ireland

   1,085    2,352    1,840 

Other

   (112   (129   (50
  

 

 

   

 

 

   

 

 

 
   4,017    (4,943   1,336 
  

 

 

   

 

 

   

 

 

 
  $(16,790  $(16,212  $(20,052
  

 

 

   

 

 

   

 

 

 

(1)For the year ended December 31, 2017, the Company has not adjusted the valuation allowance from the prior year (2016 — $0.1 million decrease) relating to the future utilization of deductible temporary differences, tax credits, and certain net operating loss carryforwards. Also included in the provision for income taxes is the deferred tax related to amounts recorded in and reclassified from other comprehensive income in the year of $0.7 million.

(c)    The provision for income taxes from continuing operationsexpense differs from the amount that would have resulted by applying the combined Canadian federal and provincial statutory income tax rates to earnings due to the following:following factors:

 

 

Years Ended December 31,

 

 

2023

 

2022

 

2021

(In thousands of U.S. Dollars, except rates)

 

Amount

 

 

Rate

 

Amount

 

 

Rate

 

Amount

 

 

Rate

Income tax (expense) benefit at combined statutory rates

 

$

(12,221

)

 

26.5%

 

$

2,596

 

 

26.5%

 

$

(2,912

)

 

26.5%

Adjustments resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in valuation allowance

 

 

732

 

 

(1.6%)

 

 

(16,848

)

 

(172.5%)

 

 

(14,722

)

 

134.0%

Changes to tax reserves

 

 

387

 

 

(0.8%)

 

 

1,643

 

 

16.8%

 

 

3,508

 

 

(31.9%)

U.S. federal and state taxes

 

 

(250

)

 

0.5%

 

 

(86

)

 

(0.9%)

 

 

(80

)

 

0.7%

Withholding taxes

 

 

(5,206

)

 

11.3%

 

 

(3,825

)

 

(39.2%)

 

 

(4,199

)

 

38.2%

Income tax at different rates in foreign and other provincial jurisdictions

 

 

3,144

 

 

(6.8%)

 

 

3,872

 

 

39.6%

 

 

3,352

 

 

(30.5%)

Investment and other tax credits (non-refundable)

 

 

379

 

 

(0.8%)

 

 

752

 

 

7.7%

 

 

413

 

 

(3.8%)

Changes to deferred tax assets and liabilities resulting from audit and other tax return adjustments

 

 

(273

)

 

0.6%

 

 

2,278

 

 

23.3%

 

 

(5,336

)

 

48.6%

Other items included in tax benefit (expense)

 

 

257

 

 

(0.6%)

 

 

(490

)

 

(4.9%)

 

 

(588

)

 

5.4%

Income tax expense

 

$

(13,051

)

 

28.3%

 

$

(10,108

)

 

(103.6%)

 

$

(20,564

)

 

187.2%

   Years Ended December 31, 
   2017   2016   2015 

Income tax provision at combined statutory rates

  $(7,954  $(15,330  $(23,081

Adjustments resulting from:

      

Stock based compensation

   (295   (565   2,387 

Othernon-deductible/non-includable items

   (717   (1,254   (439

Decrease (increase) in valuation allowance relating to current year temporary differences

   —      129    (16

Changes to tax reserves

   (1,435   1,628    (453

U.S. federal and state taxes

   (373   (767   (27

Withholding taxes

   (1,217   (786   (716

Income tax at different rates in foreign and other provincial jurisdictions

   4,147    50    961 

Investment and other tax credits(non-refundable)

   1,570    2,190    1,597 

Changes to deferred tax assets and liabilities resulting from audit and other tax return adjustments

   (532   (1,612   (242

Windfall tax (shortfall) benefit

   (591   57    —   

Impact of changes due to U.S. tax reform

   (9,323   —      —   

Other

   (70   48    (23
  

 

 

   

 

 

   

 

 

 

Provision for income taxes, as reported

  $(16,790  $(16,212  $(20,052
  

 

 

   

 

 

   

 

 

 
(d)
Deferred Tax Assets and Deferred Tax Liability

(d) The netAs of December 31, 2023 and 2022, the Company’s deferred income tax asset is comprisedassets and deferred tax liability consists of the following:

  As at December 31, 

 

As of December 31,

 

  2017   2016 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Net operating loss carryforwards

  $3,306   $2,893 

 

$

 

29,490

 

 

$

 

29,158

 

Investment tax credit and other tax credit carryforwards

   161    —   

 

 

5,348

 

 

 

5,213

 

Write-downs of other assets

   1,219    759 

 

 

1,223

 

 

 

2,341

 

Excess of tax accounting basis in property, plant and equipment, inventories and other assets

   9,380    —   

Excess of tax accounting basis in various assets

Excess of tax accounting basis in various assets

 

 

15,379

 

 

 

14,549

 

Accrued pension liability

   6,406    6,571 

 

 

5,583

 

 

 

5,375

 

Accrued stock-based compensation

   3,004    12,352 

Accrued share-based compensation

 

 

8,460

 

 

 

8,920

 

Income recognition on net investment in leases

 

 

(4,691

)

 

 

(3,344

)

Other accrued reserves

   9,615    3,754 

 

 

 

9,328

 

 

 

10,552

 

  

 

   

 

 

Total deferred income tax assets

   33,091    26,329 

 

 

70,120

 

 

 

72,764

 

Income recognition on net investment in leases

   (2,186   (3,985

Excess accounting over tax basis in property, plant and equipment, inventories and other assets

   —      (1,368
  

 

   

 

 
   30,905    20,976 

Valuation allowance

   (197   (197

 

 

(62,132

)

 

 

 

(62,864

)

  

 

   

 

 

Net deferred income tax asset

  $30,708   $20,779 
  

 

   

 

 

Deferred income tax asset net of valuation allowance

 

 

7,988

 

 

 

9,900

 

Deferred tax liability

 

 

 

(12,521

)

 

 

 

(14,900

)

Net deferred tax liability

 

$

 

(4,533

)

 

$

 

(5,000

)

The gross

104


As of December 31, 2023, net deferred tax assets include a liability of $0.4$1.3 million relating to the remaining tax effect resulting from the Company’s defined benefit pension plan, the related(December 31, 2022 — liability of $1.1 million) associated with amounts recognized within Accumulated Other Comprehensive Loss, 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 recorded in accumulated other comprehensive income.instruments.

(e)
Net Operating Loss Carryforwards

The Company elected to early adopt ASU2016-16 related to income taxes during the first quarter of 2017. The impact from the adoption was reflected in the Company’s consolidated financial statements on a modified retrospective basis resulting in an increase to Accumulated deficit of $8.3 million, a decrease to Other assets of $14.8 million, an increase to Deferred taxes of $7.9 million and an increase to Accrued and other liabilities of $1.4 million.

The Company recorded income tax expense of $16.8 million for the year-ended December 31, 2017. The effective tax rate for the year of 55.9% was significantly higher than the statutory rate due to the impact of the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017 by the U.S. government. The Tax Act makes broad and complex changes to the U.S. tax code including, but not limited to reducing the U.S. federal corporate tax rate from 35% to 21%, and imposing other limitations and changes that limit or eliminate various deductions, including interest expense, performance based compensation for certain executives, and other deductions requiring there-measurement of deferred tax assets and liabilities. U.S. GAAP requires that the impact of changes to tax legislation be recognized in the period in which the law was enacted.

On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act when a company does not have all the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and other changes in the legislation the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions the Company may take.

The effect of there-measurement on deferred taxes is reflected entirely in the period that includes the enactment date and is allocated directly to income tax expense. As of December 31, 2017, the Company can determine a reasonable estimate of the effects of tax reform and is recording that estimate as a provisional amount. The provisionalre-measurement of the deferred tax assets and liabilities resulted in a $9.3 million discrete tax provision which increased the effective tax rate by 31.1% for the year. The provisionalre-measurement amount may change as data becomes available allowing more accurate scheduling of the deferred tax assets and liabilities.

The Tax Act also includes a number of other changes including: (a) the imposition of aone-time deemed repatriation tax on accumulated foreign earnings (the “Transition Tax”), (b) a 100% dividends received deduction on dividends from foreign affiliates, (c) a current inclusion in U.S. federal taxable income of earnings of foreign affiliates that are determined to be global intangible low taxed income or “GILTI”, (d) creation of the base erosion anti-abuse tax, or “BEAT”, (e) provision for an effective tax rate of 13.125% for certain income derived from outside of the U.S. (referred to as foreign derived intangible income or “FDII”) and, (f) 100% expensing of qualifying fixed assets acquired after September 27, 2017.

Given that the Company is a Canadian based multinational with subsidiary operations in the US and other foreign jurisdictions a number of these changes are not anticipated to impact the Company. The Company does not expect to be subject to the BEAT, Transition Tax or GILTI given its current legal and tax structures. The Company will be eligible to expense qualifying fixed assets acquired after September 27, 2017, and will be impacted by the additional limitations imposed on the deductibility of executive compensation, and does not expect to be adversely impacted by the limitations placed on the deductibility of interest expense. The impact of the Tax Act may differ from this estimate, during theone-year measurement period due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Act.

As a result, no U.S. income taxes have been provided for any undistributed foreign earnings, or any additional outside basis differences inherent in these foreign entities, as the Company is a Canadian corporation and these amounts continue to be indefinitely reinvested in foreign operations which are owned directly or indirectly.

The Company has not provided Canadian taxes on cumulative earnings ofnon-Canadian affiliates and associated companies that have been reinvested indefinitely. Taxes are provided for earnings ofnon-Canadian affiliates and associated companies when the Company determines that such earnings are no longer indefinitely reinvested.

(e)    Estimated U.S.Canadian net operating loss carryforwards of $19.0$123.3 million can be used to reduce taxable income through 2043, China net operating losses of $5.3 million can be used to reduce taxable income through 2028, and $23.1$14.4 million of loss carryforwards in Ireland net operating losses can be carried forward indefinitely to reduce taxable income. Additional net operating loss carryforwards of $0.6 million in Canada and Japan can be carried forward through to 2029.indefinitely. Investment tax credits and other tax credits of $5.2 million can be carried forward to reduce income taxes payable through to 2038.2043.

(f)
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.

(f)     Valuation allowance

The provision for income taxes in the year ended December 31, 2017 does not include an adjustmentIn 2020, management completed a reassessment of its strategy with respect to the valuation allowance (2016 — $0.1 million recovery)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 continuing operations.excess of amounts required to sustain business operations would no longer be indefinitely reinvested. During the year ended December 31, 2017, after considering all available evidence, both positive (including recent2023, $24.0 million (2022 — $27.4 million) of historical earnings from a subsidiary in China were distributed and, as a result, $2.4 million (2022 — $2.7 million) of foreign withholding taxes were paid to the relevant tax authorities. The Company has a deferred tax liability of $12.5 million as of December 31, 2023 (2022 — $14.9 million) related to the estimated applicable foreign withholding taxes associated with these historical profits, projected future profitability, backlog, carryforward periods for, and utilizationearnings.

(g)
Valuation Allowance

As of December 31, 2023, the Company’s Consolidated Balance Sheets include net operating loss carryovers anddeferred income tax credits, discretionary deductions and other factors) and negative (including cumulative lossesassets of $8.0 million, net of a valuation allowance of $62.1 million (December 31, 2022 — $9.9 million, net of a valuation allowance of $62.9 million). For the year ended December 31, 2023, the Company recorded a net decrease in past years and other factors),valuation allowance of $0.7 million (2022 — net increase of $16.8 million). The net decrease includes an increase of $2.0 million in reporting entities where it was concluded that it is more likely than not that the existing valuation allowance against the Company’sbenefit from deferred tax assets will not be realized. This was appropriate (2016 — $0.1offset by a decrease of $1.3 million decrease).related to the recognition of certain losses in IMAX China that management now considers to be realizable and a decrease of $1.4 million related to uncertain tax positions. The $0.2 million (2016 — $0.2 million) balancenet decrease in the valuation allowance asis 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.

(h)
Uncertain Tax Positions

As of December 31, 2017 is primarily attributable to certain U.S. state net operating loss carryovers that may expire unutilized.

(g)     Uncertain tax positions

The Company recorded a net increase of $3.3 million related to reserves for income taxes, of which $1.9 million was recorded directly to retained earnings. As at December 31, 2017 and December 31, 2016,2023, the Company had total unrecognized tax benefitsreserves (including interest and penalties) of $15.9$12.0 million and $12.6 million, respectively,(2022 — $12.3 million) for deductibility of stock based compensation, international withholding taxes and other items. Approximately $15.9 million of the unrecognizedvarious uncertain tax benefits could impact the Company’s effective tax rate if recognized.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 position.liability. Accordingly, additional provisions on federal, provincial, state and foreigntax-related matters couldmay be recordedrequired in the future as revised estimates are made or the underlying matters are settled or otherwise resolved.

A reconciliationFor the year ended December 31, 2023, the Company recorded a net decrease of the beginning and ending amount of unrecognized$0.8 million (2022 — $2.2 million, 2021 —$2.1 million) related to tax benefitsreserves (excluding interest and penalties) primarily related to tax years becoming statute barred for the years ended December 31 is as follows:purposes of future tax examinations by local tax jurisdictions, partially offset by additional tax positions related to prior years.

   2017   2016   2015 

Balance at beginning of the year

  $12,593   $14,221   $1,972 

Additions based on tax positions related to the current year

   3,639    314    12,694 

Reductions for tax positions of prior years

   (195   (500   —   

Reductions resulting from lapse of applicable statute of limitations and administrative practices

   (110   (1,442   (445
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

  $15,927   $12,593   $14,221 
  

 

 

   

 

 

   

 

 

 

Consistent with its historical financial reporting, theThe Company has elected to classify interest and penalties related to income tax liabilities, when applicable, as part of the interest expenseIncome Tax Expense in its consolidated statementsConsolidated Statements of operationsOperations rather than income tax expense.Interest Expense. The Company expensed less than $0.1recorded a net increase of $0.6 million in potential interest and penalties associated with its provision for uncertain tax positions for the years ended December 31, 2017 (20162023 (2022less than $0.1 million recovery; 2015$0.6 million; 2021less than $0.1 million recovery)$1.4 million).

105


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, 2023, 2022, and 2021:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Balance at beginning of the year

 

$

 

9,733

 

 

$

 

11,939

 

 

$

 

14,076

 

Additions based on tax positions related to the current year

 

 

 

 

 

 

 

11

 

 

 

 

37

 

Additions (reductions) for tax positions of prior years

 

 

 

1,552

 

 

 

 

(94

)

 

 

 

(991

)

Reductions resulting from lapse of applicable statute of limitations and
administrative practices

 

 

 

(2,331

)

 

 

 

(2,123

)

 

 

 

(1,183

)

Balance at the end of the year

 

$

 

8,954

 

 

$

 

9,733

 

 

$

 

11,939

 

The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s majormaterial taxing jurisdictions include Canada, the province of Ontario, the United States, (including multiple states), Ireland, and China.

The Company’s 20112020 through 20162023 tax years remain subject to examination by the IRS for U.S.United States federal tax purposes, and the 20062016 through 20162023 tax years remain subject to examination by the appropriate governmental agencies for Canadian federal tax purposes. There are otheron-going audits in various other jurisdictions that are not material to the financial statements.Consolidated Financial Statements.

Cash held outside of North America as at December 31, 2017 was $119.4 million (December 31, 2016 — $117.4 million), of which $32.6 million was heldThe Company is subject to audit by tax authorities in the People’s Republicvarious jurisdictions in which it operates in the ordinary course of China (“PRC”its business and believes that it has adequately reserved for the expected exposures in its accounts. During the fourth quarter of 2022, the Company received a Notice of Reassessment (the “Reassessment”) (December 31, 2016 — $31.5 million)in the amount of $13.2 million (inclusive of interest). A revised Reassessment was issued by the CRA in May 2023 to reduce the amount previously reassessed to $2.7 million (inclusive of interest). The Company’s intentCompany has filed a Notice of Objection with respect to this Reassessment and believes that the matter will be resolved on a basis that is to permanently reinvest these amounts outside of Canada and the Company does not currently anticipate that it will need funds generated from foreign operations to fund North American operations. In the event funds from foreign operations are needed to fund operations in North America and if withholding taxes have not already been previously provided, the Company would be required to accrue and pay these additional withholding tax amounts on repatriation of funds from China to Canada. The Company currently estimates this amount to be $6.9 million.consistent with its filing position.

(h)    

(i)
Income Tax Effect on Other Comprehensive (Loss) Income

The income tax (expense) benefitFor the years ended December 31, 2023, 2022, and 2021, Income Tax Expense related to the following items included in other comprehensive income (loss) are:components of Other Comprehensive (Loss) Income is as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Unrealized change in defined benefit plan

 

$

 

20

 

 

$

 

(198

)

 

$

 

(37

)

Unrealized change in postretirement benefit plans

 

 

 

9

 

 

 

 

(762

)

 

 

 

(35

)

Amortization of defined benefit and postretirement benefit plans

 

 

 

175

 

 

 

 

 

 

 

 

 

Amortization of prior service cost

 

 

 

 

 

 

 

(48

)

 

 

 

(48

)

Unrealized change in cash flow hedging instruments

 

 

 

(151

)

 

 

 

346

 

 

 

 

(123

)

Realized change in cash flow hedging instruments

 

 

 

(234

)

 

 

 

(156

)

 

 

 

446

 

Reclassification of unrealized change in ineffective cash flow hedging instruments

 

 

 

 

 

 

 

 

 

 

 

83

 

 

$

 

(181

)

 

$

 

(818

)

 

$

 

286

 

   Years Ended December 31, 
   2017   2016   2015 

Unrecognized actuarial gain or loss on defined benefit plan

  $(307  $(41  $(47

Unrecognized actuarial gain or loss on postretirement benefit plans

   13    (48   (21

Amortization of actuarial gain or loss on postretirement benefit plan

   —      (18   (35

Unrealized change in cash flow hedging instruments

   107    (271   1,543 

Realized change in cash flow hedging instruments upon settlement

   (559   (802   (844

Foreign currency translation adjustments

   —      —      (85
  

 

 

   

 

 

   

 

 

 
  $(746  $(1,180  $511 
  

 

 

   

 

 

   

 

 

 

10.13. Goodwill and Other Intangible Assets

(a)
Goodwill

As of December 31, 2023, the Company’s total Goodwill was $52.8 million, of which $13.8 million relates to the SSIMWAVE reporting unit, which was acquired on September 22, 2022, and $39.0 million relates to the Technology Products and Services reporting unit (December 31, 2022 — $39.0 million). (Refer to Note 4 for additional information related to the Company’s acquisition of SSIMWAVE).

   As at December 31, 2017 
       Accumulated   Net Book 
   Cost   Amortization   Value 

Patents and trademarks

  $12,184   $7,710   $4,474 

Licenses and intellectual property

   21,471    7,800    13,671 

Other

   19,529    6,463    13,066 
  

 

 

   

 

 

   

 

 

 
  $53,184   $21,973   $31,211 
  

 

 

   

 

 

   

 

 

 
   As at December 31, 2016 
       Accumulated   Net Book 
   Cost   Amortization   Value 

Patents and trademarks

  $11,395   $7,046   $4,349 

Licenses and intellectual property

   22,490    7,620    14,870 

Other

   15,352    4,155    11,197 
  

 

 

   

 

 

   

 

 

 
  $49,237   $18,821   $30,416 
  

 

 

   

 

 

   

 

 

 

Other intangible assetsThe Company performed a qualitative impairment test as of $19.5 million are comprised mainlythe annual assessment date, September 30, 2023, to evaluate whether it is more likely than not that the fair value of its reporting units was less than their respective carrying amounts. Based on such assessment, the Company concluded, with respect to all reporting units other than SSIMWAVE, that it is not more likely than not that the fair value of any such reporting unit is less than its carrying value.

106


Accordingly, the Company performed the quantitative assessment of goodwill impairment for the SSIMWAVE reporting unit. Based on the quantitative assessment, the Company concluded that there is no impairment in the year ended December 31, 2023 and the fair value of the SSIMWAVE reporting unit exceeded its carrying value.

The Company’s significant assumptions, including revenue growth rates, discount rate and other factors may change in the future based on the changing economic and competitive environment in which it operates. Assuming that all other components of the Company’s investmentfair value estimate remain unchanged, an increase of 100 basis points in an enterprise resource planning system. Fully amortizeddiscount rate decreases the goodwill headroom by $9.5 million, and a decrease of 10% in the revenue growth rate decreases the goodwill headroom by $24.5 million, without triggering impairment charges of goodwill.

In the year ended December 31, 2022, the Company performed a qualitative impairment test as of the annual assessment date, September 30, 2022, to evaluate whether it is more likely than not that the fair value of its reporting units was less than their respective carrying amounts. Based on its assessment, the Company concluded that it was not more likely than not that the fair value of a reporting unit is less than its carrying amount for all reporting units.

(b)
Other Intangible Assets

 

 

As of December 31, 2023

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

(In thousands of U.S. Dollars)

 

Cost

 

 

Amortization

 

 

Value

 

Licenses and intellectual property

 

$

 

26,168

 

 

$

 

16,657

 

 

$

 

9,511

 

Internal use software

 

 

 

36,647

 

 

 

 

27,342

 

 

 

 

9,305

 

Developed technology

 

 

 

6,282

 

 

 

 

1,329

 

 

 

 

4,953

 

In process research and development

 

 

 

3,810

 

 

 

 

 

 

 

 

3,810

 

Patents and trademarks

 

 

 

12,389

 

 

 

 

9,530

 

 

 

 

2,859

 

Customer relationships

 

 

 

1,340

 

 

 

 

251

 

 

 

 

1,089

 

Marketing-related intangibles

 

 

 

4,338

 

 

 

 

952

 

 

 

 

3,386

 

Other

 

 

 

160

 

 

 

 

51

 

 

 

 

109

 

 

$

 

91,134

 

 

$

 

56,112

 

 

$

 

35,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

(In thousands of U.S. Dollars)

 

Cost

 

 

Amortization

 

 

Value

 

Licenses and intellectual property

 

$

 

26,168

 

 

$

 

15,232

 

 

$

 

10,936

 

Internal use software

 

 

 

30,454

 

 

 

 

25,413

 

 

 

 

5,041

 

Developed technology

 

 

 

5,821

 

 

 

 

267

 

 

 

 

5,554

 

In process research and development

 

 

 

3,810

 

 

 

 

 

 

 

 

3,810

 

Patents and trademarks

 

 

 

13,031

 

 

 

 

9,771

 

 

 

 

3,260

 

Customer relationships

 

 

 

1,340

 

 

 

 

50

 

 

 

 

1,290

 

Marketing-related intangibles

 

 

 

3,041

 

 

 

 

344

 

 

 

 

2,697

 

Other

 

 

 

160

 

 

 

 

10

 

 

 

 

150

 

 

$

 

83,825

 

 

$

 

51,087

 

 

$

 

32,738

 

During 2023, the Company capitalized $8.2 million related to the development of internal use software, marketing-related intangibles, as well as additions in patents and trademarks and other intangible assets are still in use by the Company. In 2017, the Company identified and wrote off $0.1 million (2016(2022$0.2$5.1 million) of patents and trademarks that are no longer in use.

During 2017, the Company acquired $5.2 million in other intangible assets. The net book value of these other intangible assets was $4.6 million as at December 31, 2017.. The weighted average amortization period for these additions is 4.9 years.4.3 years (2022 — 4.7 years). The net book value of the other intangible assets capitalized in 2023 was $8.1 million as of December 31, 2023 (2022 — $15.5 million). During 2022, the Company acquired $11.2 million of intangible assets through its acquisition of SSIMWAVE. (Refer to Note 4.)

During 2017,2023, the Company incurred costs of $0.4$0.4 million to renew or extend the term of acquired patents and trademarks which were recorded in selling, generalSelling, General and administrativeAdministrative expenses (2016(2022$0.2$0.4 million); 2021 — $0.1 million).

Fully amortized other intangible assets are still in use by the Company. In 2023, the Company identified and wrote off $1.0 million (2022 — $0.1 million; 2021—$0.1 million) of fully amortized patents and trademarks that are no longer in use.

107


The estimated amortization expense for each of the next five years endedfollowing the December 31, are2023 balance sheet date is as follows:

(In thousands of U.S. Dollars)

 

 

 

 

2024

 

$

 

7,749

 

2025

 

 

 

8,063

 

2026

 

 

 

7,266

 

2027

 

 

 

5,015

 

2028

 

 

 

3,794

 

2018

  $    4,649 

2019

   4,649 

2020

   4,649 

2021

   4,649 

2022

   4,649 

14. Borrowings

11.

(a)
Revolving Credit Facility Borrowings, Net

As of December 31, 2023 and Playa Vista Loan2022, Revolving Credit Facility Borrowings, Net includes the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Wells Fargo Credit Facility borrowings

 

$

24,000

 

 

$

25,000

 

HSBC China Facility borrowings

 

 

 

 

 

12,496

 

Bank of China Facility borrowings

 

 

 

 

 

374

 

Unamortized debt issuance costs

 

 

(1,076

)

 

 

(1,759

)

Revolving Credit Facility Borrowings, net

 

$

22,924

 

 

$

36,111

 

Wells Fargo Credit Agreement

TheOn March 25, 2022, the Company maintainsentered into a senior securedSixth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as agent (the “Agent”), and a syndicate of lenders party thereto (the “Credit Agreement”), which extended the maturity date of the credit facility under the Credit Agreement (the “Credit Facility”) with a maximum borrowing capacityfrom June 28, 2023 to March 25, 2027. The Company’s obligations under the Credit Agreement are guaranteed by certain of $200.0 millionthe Company’s subsidiaries (the “Guarantors”), and a scheduled maturity of March 3, 2020. The Credit Facility is collateralizedare secured by a first priorityfirst-priority security interestinterests in substantially all of the present and future assets of the Company and the Guarantors. Certain

The Credit Agreement has a revolving borrowing capacity of $300.0 million, and contains an uncommitted accordion feature allowing the Company to further increase its borrowing capacity by the greater of $140.0 million, for a total of $440.0 million, or by the Company's EBITDA for the sum of the Company’s subsidiaries serve as guarantors (the “Guarantors”)four most recently ended fiscal quarters, subject to certain conditions, depending on the mix of the Company’s obligationsrevolving loans and/or term loans under the Credit Facility.

The terms of the Credit Facility areincremental facility and subject to conditions set forth in the Fourth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated March 3, 2015, amongAgreement.

The Credit Facility requires that the Company maintain a maximum Senior Secured Net Leverage Ratio (as defined in the Guarantors,Credit Agreement) of no greater than 3.25:1.00, on the lenders named therein, Wells Fargo Bank, National Association (“Wells Fargo”)last day of each Fiscal Quarter. The Senior Secured Net Leverage Ratio is the ratio of Total Debt (as defined in the Credit Agreement), as agentsecured by liens, net of unrestricted cash and issuing lender (Wells Fargo, together withcash equivalents held outside of the lenders named therein,PRC to a maximum of $75.0 million, relative to Adjusted EBITDA per Credit Facility for the “Lenders”) and Wells Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner and in various collateral and security documents entered into by the Company and the Guarantors.

four prior quarters. The Senior Secured Net Leverage Ratio is calculated using Adjusted EBITDA per Credit Facility determined on a trailing twelve-month basis. The Company was in compliance with allthis requirement as of its requirements at December 31, 2017.2023 as the Senior Secured Net Leverage Ratio was 0.00:1.00.

Total amounts drawn and availableLoans under the Credit Facility bear interest, at the Company’s option, at (i) Term Secure Overnight Financing Rate (“SOFR“), Eurocurrency Rate or Canadian Dollar Offered Rate (“CDOR”) plus a margin ranging from 1.00% to 1.75% per annum; or (ii) the U.S. base rate or the Canadian prime rate plus a margin ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s total leverage ratio. In no event will Term SOFR, Eurocurrency Rate or CDOR be less than 0.00% per annum.

As of December 31, 20172023, borrowings under the Credit Facility were $24.0 million (December 31, 2022 — $25.0 million) and 2016 were $nil and $200.0 million, respectively.

Asbear interest at Term SOFR, plus a margin up to 1.75% per annum (December 31, 2022 — 1.75%) based on the Company’s total leverage ratio. The effective interest rate for the year ended December 31, 20172023 was 6.83% (2022 — 5.64%).

The Credit Agreement contains customary affirmative and 2016,negative covenants, including covenants that limit indebtedness, liens, 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.

108


The Company incurred fees of approximately $2.5 million in connection with the March 2022 amendment of the Credit Agreement, which are being amortized on a straight-line basis over the term of the Credit Agreement. In the first quarter of 2022, the Company expensed $0.4 million in unamortized deferred financing costs associated with lenders that are no longer parties to the Credit Agreement.

On May 25, 2022, the Company delivered a “Designated Period” suspension notice to the Agent, and the Company, the Agent and the lenders under the Credit Agreement entered into a limited consent, which notice and limited consent evidenced and effectuated the termination of the Designated Period under the Credit Agreement. From and after the termination of the Designated Period, the $75.0 million minimum liquidity covenant in the Credit Agreement was no longer in effect.

In conjunction with the proposal to acquire the outstanding 96.3 million shares in IMAX China Holding, Inc. (“IMAX China”) (the “China Transaction”), the Company obtained a consent on June 30, 2023 under the Credit Facility to temporarily increase the Letter of Credit (“LC”) Accommodations Sublimit from $25.0 million to $130.0 million. On July 11, 2023, the Company obtained a LC in the amount of $130.0 million in favor of Morgan Stanley Asia Limited, the financial adviser for the China Transaction, to provide certainty of funds for the proposed proceeds and transaction costs payable with respect to the China Transaction. At the Extraordinary General Meeting of IMAX China shareholders held on October 9, 2023, the vast majority voted in favor of the China Transaction; however, the Company did not have anyreceive approval from 90% of disinterested IMAX China shareholders as required by Hong Kong law and, as a result, the Company’s proposal to acquire IMAX China’s outstanding shares did not proceed. Consequently, the LC and the temporary increase of the LC Accommodations Sublimit were canceled effective October 11, 2023.

As of December 31, 2023 and 2022, the Company had no letters of credit andor advance payment guarantees outstanding under the Credit Facility.

Playa Vista Financing

In 2014, IMAX PV Development Inc., (“PV Borrower”) a wholly-owned subsidiaryAs of December 31, 2023, the Company, entered into a loan agreement with Wells Fargo to principally fund the costs of development and construction of the Company’s new West Coast headquarters, located in the Playa Vista neighborhood of Los Angeles, California (the “Playa Vista Loan”).

The Playa Vista Loan was fully drawn at $30.0 million and bore interest at a variable interest rate per annum equal to 2.0% above the30-day LIBOR rate. PV Borrower was required to make monthly payments of combined principal and interest over a10-year term with a lump sum payment at the end of year 10. The Playa Vista Loan is being amortized over 15 years. The Playa Vista Loan will be fully due and payable on October 19, 2025 (the “Maturity Date”), and may be prepaid at any time without premium, but with all accrued interest and other applicable payments.

The Playa Vista Loan is secured by a deed of trust from PV Borrower in favor of Wells Fargo and other documents evidencing and securing the loan, granting a first lien on and security interest in the Playa Vista property and the Playa Vista project, including all improvements to be constructed thereon. The company has also guaranteed Playa Vista Loan.

The Loan Documents contain affirmative, negative and financial covenants (including compliance with the financial covenants of the Company’s outstanding Credit Facility), agreements, representations, warranties, borrowing conditions, and events of default customaryamount available for development projects such as the Playa Vista Project.

Bank indebtedness includes the following:

   As at December 31, 
   2017   2016 

Playa Vista Loan

   25,667    27,667 

Deferred charges on debt financing

   (310   (351
  

 

 

   

 

 

 
  $25,357   $27,316 
  

 

 

   

 

 

 

Total amounts drawnfuture borrowings under the Playa Vista Loan at December 31, 2017Credit Facility was $25.7 million (December 31, 2016 — $27.7 million) at an effective interest rate of 3.14%, respectively (December 31, 2016 — 2.52%, respectively).$276.0 million.

In accordance with the Playa Vista Loan Documents, the Company is obligated to make principal payments on the loan as follows:

2018

  $2,000 

2019

   2,000 

2020

   2,000 

2021

   2,000 

2022

   2,000 

Thereafter

   15,667 
  

 

 

 
  $25,667 
  

 

 

 

Wells Fargo Foreign Exchange Facility

Within the Credit Facility, the Company is able to purchase foreign currency forward contracts and/or other swap arrangements. There is no settlement riskAs of December 31, 2023, the net unrealized gain on itsthe Company’s outstanding foreign currency forward contracts at December 31, 2017, aswas $0.8 million, representing the amount by which the fair value of these forward contracts exceeded their nominal value ( 2022 — net unrealized loss of $0.6 million; 2021 — net unrealized gain of $0.1 million). As of December 31, 2023, the notional value of the Company’s outstanding foreign currency forward contracts. contracts was $40.6 million (December 31, 2022 — $24.7 million).

Bank of China Facility

In June 2022, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), one of the Company’s majority-owned subsidiaries in China, renewed its unsecured revolving facility with Bank of China for up to 200.0 million Chinese Renminbi (“RMB”) ($28.2 million), including RMB 10.0 million ($1.4 million) for letters of guarantee, to fund ongoing working capital requirements (the “Bank of China Facility”). The Bank of China Facility expired in September 2023 and has been renewed to February 21, 2025.

As atof December 31, 2017,2023, no borrowings were outstanding under the Bank of China Facility and outstanding letters of guarantee were RMB 0.2 million (less than $0.1 million). As of December 31, 2022, outstanding Bank of China Facility borrowings were RMB 2.6 million ($0.4 million) and outstanding letters of guarantee were RMB 2.8 million ($0.4 million).

As of December 31, 2023, the amount available for future borrowings under the Bank of China Facility was RMB 190.0 million ($26.8 million) and the amount available for letters of guarantee was RMB 9.8 million ($1.4 million). The amount available for future borrowings under the Bank of China Facility is not subject to a standby fee. The effective interest rate for the year ended December 31, 2023 was 3.85% (2022 — 4.12%).

HSBC China Facility

In June 2022, IMAX Shanghai entered into an unsecured revolving facility for up to RMB 200.0 million ($28.2 million) with HSBC Bank (China) Company Limited, Shanghai Branch to fund ongoing working capital requirements (the “HSBC China Facility”). As of December 31, 2023, no borrowings were outstanding under the HSBC China facility (December 31, 2022 - RMB 87 million or $12.5 million). As of December 31, 2023, the amount available for future borrowings under the HSBC China Facility was RMB 200.0 million ($28.2 million). The effective interest rate for the year ended December 31, 2023 was 3.88% (2022— 3.91%).

109


NBC Facility

In October 2019, the Company has $35.2 million in notional value of such arrangements outstanding.

Bank of Montreal Facility

As at December 31, 2017 and 2016, the Company had availableentered into a $10.0$5.0 million facility with theNational Bank of MontrealCanada (the “NBC Facility”) fully insured by Export Development Canada for use solely in conjunction with the issuance of performance guarantees and letters of credit fully insured by Export Development Canada (the “Bank of Montreal Facility”).credit. The NBC Facility has been renewed to August 21, 2024. The NBC Facility is renewable on the same terms and conditions on an annual basis. The Company did notnot have any letters of credit andor advance payment guarantees outstanding as atof December 31, 2017 (December 31, 2016 — $0.1 million)2023 and 2022 under the BankNBC Facility.

(b)
Convertible Notes and Other Borrowings, Net

As of Montreal Facility.December 31, 2023 and December 31, 2022, Convertible Notes and Other Borrowings, Net includes the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Convertible Notes

 

$

230,000

 

 

$

230,000

 

Unamortized discounts and debt issuance costs

 

 

(3,367

)

 

 

(4,870

)

Convertible Notes, net

 

 

226,633

 

 

 

225,130

 

 

 

 

 

 

 

 

Federal Economic Development Loan

 

 

3,200

 

 

 

2,812

 

Unaccreted interest benefit

 

 

(702

)

 

 

(1,030

)

Federal Economic Development Loan, net

 

 

2,498

 

 

 

1,782

 

 

 

 

 

 

 

 

Convertible Notes and Other Borrowings, net

 

$

229,131

 

 

$

226,912

 

Convertible Notes

12.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.

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.

110


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 are 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, 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.

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.

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, 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.

Federal Economic Development Loan

The Company’s wholly-owned subsidiary, SSIMWAVE, entered into a contribution agreement with the Federal Economic Development Agency for Southern Ontario (the “Federal Economic Development Loan”) on May 29, 2019, under which SSIMWAVE received $4.2 million Canadian Dollar ($3.2 million) by way of repayable contributions toward certain eligible projects costs. The contributions under the agreement covered 35% of the eligible and supported costs incurred by SSIMWAVE between January 10, 2019 and December 31, 2022. The contributions were repayable over 60 months, with repayments to begin in January 2024 and an annual interest rate of 0%. As a result of SSIMWAVE amalgamating with the Company on January 1, 2024, the Federal Economic Development Loan was reassigned to the Company on January 4, 2024. Under the reassigned and amended agreement, the contributions are repayable over 36 months beginning January 2024, with an annual interest rate of 0%.

The benefit of the interest-free loan has been determined by calculating the present value of the payments using a market-based interest rate and comparing this to the proceeds received. The benefit is recorded as the interest-free benefit of government funding within Interest Income on the Company’s Consolidated Statements of Operations. The obligation is being accreted to its maturity amount, resulting in an interest accretion expense of $0.5 million in 2023 (2022 — less than $0.1 million) which is being recorded within Interest Expense on the Company’ Consolidated Statements of Operations.

As of December 31, 2023, the Federal Economic Development Loan has a carrying value of $2.5 million, net of unaccreted interest benefit and is recorded within Convertible Notes and Other Borrowings, Net on the Company’s Consolidated Balance Sheets.

111


15. Commitments

In the ordinary course of its business, the Company enters into contractual agreements with third parties that includenon-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 atof December 31, 2017:2023:

   Payments Due by Fiscal Year 
   Total                         
   Obligations   2018   2019   2020   2021   2022   Thereafter 

Purchase obligations

  $38,055   $38,055   $—     $—     $—     $—     $—   

Pension obligations

   20,076    —      —      20,076    —      —      —   

Operating lease obligations

   24,933    6,226    3,462    1,545    1,364    1,397    10,939 

Playa Vista Loan

   25,667    2,000    2,000    2,000    2,000    2,000    15,667 

Postretirement benefits obligations

   4,569    746    613    480    488    420    1,822 

Other financial commitments

   10,677    6,677    4,000    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $123,977   $53,704   $10,075   $24,101   $3,852   $3,817   $28,428 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Payments Due by Period

 

(In thousands of U.S. Dollars)

 

Total
Obligation

 

 

Less Than One Year

 

 

1 to 3 years

 

 

3 to 5 years

 

 

Thereafter

 

Purchase obligations(1)

 

$

35,210

 

 

$

33,723

 

 

$

1,192

 

 

$

24

 

 

$

271

 

Pension obligations(2)

 

 

20,298

 

 

 

 

 

 

20,298

 

 

 

 

 

 

 

Operating lease obligations(3)

 

 

14,898

 

 

 

2,740

 

 

 

5,026

 

 

 

4,965

 

 

 

2,167

 

Finance lease obligations

 

 

518

 

 

 

518

 

 

 

 

 

 

 

 

 

 

Wells Fargo Facility

 

 

24,000

 

 

 

24,000

 

 

 

 

 

 

 

 

 

 

Federal Economic Development Loan(4)

 

 

3,200

 

 

 

965

 

 

 

2,235

 

 

 

 

 

 

 

Convertible Notes(5)

 

 

232,875

 

 

 

1,150

 

 

 

231,725

 

 

 

 

 

 

 

Postretirement benefits obligations

 

 

2,489

 

 

 

106

 

 

 

221

 

 

 

228

 

 

 

1,934

 

 

 

$

333,488

 

 

$

63,202

 

 

$

260,697

 

 

$

5,217

 

 

$

4,372

 

Operating Lease Obligations

The Company’s lease commitments consist of rent and equipment under operating leases. The Company accounts for any incentives provided over the term of the lease. The following table summarizes information about the Company’s

(1)
Represents total rental expenses under operating leases:

   Years Ended December 31, 
   2017   2016   2015 

Total rent expense

  $5,685   $5,106   $4,766 

Recorded in the accrued liabilities balance as at December 31, 2017 is $4.1 million (December 31, 2016 — $1.6 million) relatedpayments to accrued rent and lease inducements being recognized as an offset to rent expense over the term of the respective leases.

Purchase Obligations

Purchase obligations primarily consist of the Company’s commitmentsbe made under long-term supplier contracts.

Pensionbinding commitments with suppliers and Postretirement Benefits Obligations

outstanding payments to be made for supplies ordered, but yet to be invoiced.

(2)
The Company has an unfunded defined benefit pension plan covering certain individuals and a postretirement planits Chief Executive Officer. (Refer to provide health and welfare benefitsNote 23.)
(3)
Represents total minimum annual rental payments due under the Company’s operating leases. (Refer to Canadian employees meeting certain eligibility requirements. See note 20 for further information.

Playa Vista Loan

Note 6.)

(4)
The Company is required to make monthly payments of combined principal and interest over a10-year term with a lump sum payment at the end of year 10. The Playa VistaFederal Economic Development Loan will be fully duerepayable over 36 months, with repayments estimated to begin in January 2024. (Refer to Note 14(b).)
(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 payableOctober 1 of each year, beginning on October 19, 2025. See note 11 for further information.

Other Financial Commitments

Other financial commitments include the Company’s total minimum commitment toward the development, production, post-production and marketing, related1, 2021. The Convertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. (Refer to certain film and new content initiatives.

Note 14(b).)

Letters of Credit and Advance Payment Guarantees

As at December 31, 2017 the Company did not have any letters of credit and advance payment guarantees outstanding (December 31, 2016 — $nil), under the Credit Facility. As at December 31, 2017 the Company did not have any letters of credit and advance payment guarantees outstanding as compared to $0.1 million as at December 31, 2016, under the Bank of Montreal Facility.

The Company compensates its sales force with both fixed and variable compensation. Commissions on the sale or lease of the Company’s theater systemsIMAX 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. AtAs of December 31, 2017, $2.32023, $2.7 million (December 31, 2016 —$2.02022 — $2.2 million) of commissions have been accrued and will be payable in future periods.

13.16. Contingencies and Guarantees

The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance withManagement is required to assess the Contingencies Topiclikelihood of the FASB ASC, theany adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. The Company will makerecords a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions fordetermination of the amount of any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claimsliability recorded or disclosed is reviewed at least quarterly and adjusts these provisions to reflectbased on a careful analysis of each individual exposure with, in some cases, the impactsassistance of outside legal counsel, taking into account the impact of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in anyThe amount of liabilities recorded or disclosed for these matters outlined below cause acontingencies may change in the Company’s determination asfuture due to an unfavorable outcome and resultchanges in management's judgments resulting from new developments or changes in settlement strategy. Any resulting adjustment to the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, theyliabilities recorded by the Company could have a material adverse effect on the Company’sits results of operations, cash flows, and financial position in the period or periods in which such a changechanges in determination, settlement or judgment occurs.

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.

(a)    On May 15, 2006, the Company initiated arbitration against Three-Dimensional Media Group, Ltd. (“3DMG”) before the International Centre for Dispute Resolution in New York (the “ICDR”), alleging breaches of the license and consulting agreements between the Company and 3DMG. On June 15, 2006, 3DMG filed an answer denying any breaches and asserting counterclaims that the Company breached the parties’ license agreement. On June 21, 2007, the ICDR unanimously denied 3DMG’s Motion for Summary Judgment filed on April 11, 2007 concerning the Company’s claims and 3DMG’s counterclaims. The proceeding was suspended on May 4, 2009 due to failure of 3DMG to pay fees associated with the proceeding. The proceeding was further suspended on October 11, 2010 pending resolution ofre-examination proceedings involving one of 3DMG’s patents. Following a status conference on April 27, 2016 before the ICDR, the ICDR granted 3DMG leave to amend its answer and counterclaims, and subsequently lifted the stay in this matter. In its amended counterclaims, 3DMG seeks damages for alleged unpaid royalties, damages and other fees under the license and consulting agreements, and the Panel has permitted 3DMG to advance new damage theories. The ICDR held the first phase of a final hearing during the week of July 10, 2017, and the final hearing occurred during the week of October 16, 2017. The parties submitted final briefs in December 2017, and the Panel has scheduled closing oral arguments for March 2018. The Company believes that the amount of loss suffered in connection with the amended counterclaims would not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of the arbitration. The minimum amount in the range has been used to measure the amount to be accrued for this loss contingency in accordance with FASB ASC Topic 450.112


(b)

(i) 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$11.3 million, consisting of past and future rents owed to the Company, plus interest and costs, as well as an additional $2,512$2,512 each day in interest from October 1, 2007 until the date the award is paid.paid. In July 2008,E-City commenced a proceeding in Mumbai, India seeking an order thatto prevent recognition of 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 byE-City. The Company appealed that ruling to the Supreme Court of India, and onIndia. On March 10, 2017, the Supreme Court set aside the Bombay High Court’s judgement andof India dismissedE-City’s petition. On March 29, 2017, the Company filed an Execution Application in the Bombay High Court seeking to enforce the ICC award againstE-City and several related parties.parties, which award the Company calculates to be $26.2 million, inclusive of interest, as of December 31, 2023. 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 requiringE-City to pay the Company $30,000$30,000 to cover the costs of the application, and in October 2015,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.

(c)    In March 2013, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), the Company’s majority-owned subsidiary in China, received notice from the Shanghai office of the General Administration of Customs (“Customs Authority”) that it had been selected for a customs audit (the “Audit”). In the course of the Audit, the Customs Authority discovered the underpayment by IMAX Shanghai of the freight and insurance portion of the customs duties and taxes applicable to the importation of certain IMAX theater systems during the period from October 2011 through March 2013. Though IMAX Shanghai’s importation agent accepted responsibility for the error giving rise to the underpayment, the matter was transferred first to the Anti-Smuggling Bureau (the “ASB”) of the Customs Authority and then to the Third Division of Shanghai People’s Procuratorate for further review. During the year ended December 31, 2017, at the request of the ASB, IMAX Shanghai paid approximately $0.15 million to the ASB to satisfy the amount owing as a result of the underpayment. Given that the amount of the underpayment exceeds RMB 200,000 (the applicable ASB threshold), the Company has been advised that the matter may be treated as a criminal rather than as an administrative matter. During

the year ended December 31, 2017, IMAX Shanghai recorded an estimate of $0.3 million in respect of fines that it believes are likely to result from the matter. IMAX Shanghai has been advised that the range of potential penalties is between three and five times the underpayment depending on whether the matter is assessed as criminal or administrative; however, the actual amount of any fines or other penalties remains unknown and the Company cautions that these actual fines or other penalties maybe be greater or less than the amount accrued or the expected range.

(d)    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. An arbitration hearing for witness testimony was held during the week of December 14, 2015. At the hearing, Giencourt’s expert identified monetary damages of up to approximately $10.4 million, which Giencourt sought to recover from the Company. The Company asserted a counterclaim against Giencourt for breach of contract and sought to recover lost profits in excess of $24.0 million under the agreements. Subsequently, in December 2015, Giencourt made a motion to the panel seeking to enforce a purported settlement of the matter based on negotiations between Giencourt and the Company. The panel held a final hearing with closing arguments in October 2016. 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 the merits of the dispute. The Company strongly disputes that discussions about a potential resolution of this matter amounted to an enforceable settlement. In October 2017, the Company filed a petition to vacate the arbitration award in the United States Court for the Southern District of Florida on various grounds, including that the panel exceeded its jurisdiction. At this time, the Company is unable to determine the amounts that it may owe pursuant to the Award, or the timing of any such payments, and therefore no assurances can be given with respect to the ultimate outcome of the matter.

(e)(ii) 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.

(f)(iii) In the normal course of business, the Company enters into agreements that may contain features that meet the definition of a guarantee. The Guarantees Topic of the FASB ASC defines aA guarantee to beis 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

TheCertain subsidiaries of the Company hashave provided no significant financial guarantees to third parties.parties under the Credit Agreement (see Note 14).

Product Warranties

The Company’s accrual for product warranties, that waswhich is recorded as part of accruedwithin Accrued and other liabilitiesOther Liabilities in the consolidated balance sheets is $0.1Consolidated Balance Sheets, was less than $0.1 million and less than $0.1 million$nil as atof December 31, 20172023 and 2016,2022, respectively.

Director/Officer Indemnifications

The Company’s GeneralBy-law containsby-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 amountamounts 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 sheetCompany’s Consolidated Balance Sheets as atof December 31, 20172023 and December 31, 20162022 with respect to this indemnity.

113


Other Indemnification Agreements

In the normal course of the Company’sits operations, the Company provides indemnifications to counterparties in transactions such as: theater systemIMAX System lease and sale agreements and the supervision of installation or servicing of the theater systems;IMAX 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 ornon-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 Company’s systemIMAX 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 notnot made any significant payments under such indemnifications and no amounts have been accrued in the consolidated financial statementsConsolidated Financial Statements with respect to the contingent aspect of these indemnities.

14.17. 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 as 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.

(b)
Settlements of Share-Based Compensation

(b) Changes during the Year

During the year,years ended December 31, 2023, 2022, and 2021, the Company settled common shares pursuant to the exercise of stock options for cash proceeds and the vesting of RSUs. The settlement ofPSUs and RSUs with its common shares can beshares. These settlements were either settled through newly issued common shares from treasury or through the purchase of common shares in the open market by the IMAX Long-Term Incentive PlanLTIP trustee. The following table summarizes the settlement of stock option, PSU and RSU transactions during the year:transactions:

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Stock options

 

 

 

 

 

 

 

 

 

 

 

 

Issued from treasury

 

 

 

 

 

 

 

 

 

 

 

41,613

 

Total stock options exercised

 

 

 

 

 

 

 

 

 

 

 

41,613

 

PSUs

 

 

 

 

 

 

 

 

 

 

 

 

Issued from treasury

 

 

 

233,306

 

 

 

 

 

 

 

 

 

Shares withheld for tax withholdings

 

 

 

135,296

 

 

 

 

 

 

 

 

 

Total PSUs vested

 

 

 

368,602

 

 

 

 

 

 

 

 

 

RSUs

 

 

 

 

 

 

 

 

 

 

 

 

Issued from treasury

 

 

 

514,383

 

 

 

 

596,277

 

 

 

 

531,629

 

Plan trustee purchases

 

 

 

 

 

 

 

 

 

 

 

723

 

Shares withheld for tax withholdings

 

 

 

232,749

 

 

 

 

203,954

 

 

 

 

157,520

 

Total RSUs vested

 

 

 

747,132

 

 

 

 

800,231

 

 

 

 

689,872

 

   Years Ended December 31, 
   2017   2016   2015 

Stock options

      

Issued from treasury

   405,229    347,814    1,659,643 

Plan trustee purchases

   263,112    170,204    102,032 
  

 

 

   

 

 

   

 

 

 

Total stock options exercised

   668,341    518,018    1,761,675 
  

 

 

   

 

 

   

 

 

 

Cash proceeds on stock option exercises

  $14,652   $11,431   $35,609 
  

 

 

   

 

 

   

 

 

 

RSUs

      

Issued from treasury

   7,127    54,159    25,551 

Plan trustee purchases

   422,022    394,423    167,469 

Shares withheld for tax withholdings

   27,630    18,336    14,351 
  

 

 

   

 

 

   

 

 

 

Total RSUs vested

   456,779    466,918    207,371 
  

 

 

   

 

 

   

 

 

 

(c)
Share-Based Compensation

(c) Stock-Based Compensation

The Company issues stock-basedshare-based compensation to eligible employees, directors, and consultants under the IMAX Corporation Amended and Restated Long-Term Incentive Plan (the “IMAX LTIP”)LTIP and the China Long-Term Incentive Plan (the “China LTIP”)LTIP, as summarized below.

The On June 3, 2020, the Company’s shareholders approved the IMAX LTIP isat its Annual and Special Meeting.

Awards under the Company’s governing document and awards to employees, directors, and consultants under this planIMAX LTIP may consist of stock options, RSUs, PSUs, and other awards. Stock options are no longer granted under the Company’s previouspreviously approved Stock Option Plan (“SOP”).

A separate stock option plan,114


For the China LTIP, was adopted by a subsidiary of the Company in October 2012.

Compensation costs recordedyear ended December 31, 2023, share-based compensation expense totaled $23.6 million (2022 — $27.0 million; 2021 — $25.6 million) and is reflected in the consolidated statementsfollowing accounts in the Consolidated Statements of operations for the Company’s stock-based compensation plans were $23.0 million (2016 — $30.5 million; 2015 — $21.9 million). The following reflects the stock-based compensation expense recorded to the respective financial statement line items:Operations:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

2023

 

 

 

2022

 

 

 

2021

 

Cost and expenses applicable to revenues

 

$

 

850

 

 

$

 

1,156

 

 

$

 

1,490

 

Selling, general and administrative expenses

 

 

 

22,534

 

 

 

 

25,438

 

 

 

 

23,776

 

Research and development

 

 

 

434

 

 

 

 

419

 

 

 

 

348

 

Exit costs, restructuring charges and associated impairments

 

 

 

(267

)

 

 

 

 

 

 

 

 

 

 

$

 

23,551

 

 

$

 

27,013

 

 

$

 

25,614

 

   2017 

Cost and expenses applicable to revenues

  $1,704 

Selling, general and administrative expenses

   20,393 

Research and development

   556 

Exit costs, restructuring charges and associated impairments

   357 
  

 

 

 
  $23,010 
  

 

 

 

As atof December 31, 2017,2023, the Company has reserved a total of 10,781,9365,538,873 (December 31, 2016202212,012,572)5,788,499) common shares for future issuance under the SOP and IMAX LTIP. Of thethis amount, 3,329,422 common shares are reserved for issuance, therethe future exercise of stock options (December 31, 2022 — 3,604,739), 922,621 common shares are reserved for the future vesting of PSUs (December 31, 2022 — 931,716), and 1,286,830 common shares are reserved for the future vesting of RSUs (December 31, 2022 — 1,252,044). As of December 31, 2023, 3,329,422 stock options in respect of 5,082,100common shares (December 31, 201620225,190,542) common shares and RSUs in respect of 995,329 (December 31, 2016 — 1,124,180) common shares outstanding at December 31, 2017. At December 31, 2017 options in respect of 3,913,088 (December 31, 2016 —4,001,078) common shares3,523,335) were vested and exercisable.

IMAX LTIP and SOP Stock Option PlanOptions

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.

The Company utilizes a Binomial Model to determine the fair value of stock-based payment awards.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 awards,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 of stock options are madegranted 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 meansis based on the higher of the closing price of a common share on either: (i) the grant date (oror (ii) the most recent trading date if the grant date is not a trading date)date on the New York Stock Exchange (“NYSE”) or such national exchange as may be designated by the Company’s Board of Directors (the “Fair Market Value”). TheDirectors. All stock options vest within 5 yearshave been vested and expire 10 years or less from the date granted.of the 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 option grantsoptions issued to employees and directors inunder the IMAX LTIP and SOP plans.

SOP:

   Years Ended December 31, 
   2017   2016   2015 

Stock option expense

  $4,462   $12,795   $10,710 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Stock option expense

 

$

 

84

 

 

$

 

572

 

 

$

 

1,064

 

An income tax benefit is recorded in the consolidated statement of operations of $1.0 million for the 2017 stock option expenses and $3.8 million for

For the year ended December 31, 2016, respectively.2023, the Company’s Consolidated Statements of Operations includes an income tax benefit of $nil related to stock option expense (2022 — $0.1 million; 2021 — $0.1 million).

Total stock-basedAs of December 31, 2023, 2022, and 2021, unrecognized share-based compensation expense related tonon-vested employee stock options not yet recognized at December 31, 2017 areis as follows:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Expense not yet recognized related to non-vested employee stock options

 

$

 

 

 

$

 

86

 

 

$

 

662

 

   Years Ended December 31, 
   2017   2016   2015 

Expense related tonon-vested employee stock options not yet recognized

  $7,441   $5,894   $12,575 

The weighted average period over which the awards are115


As of 2023, 2022, and 2021, unrecognized share-based compensation expense related to non-vested employee stock options is expected to be recognized are as follows:over the following weighted-average periods:

   Years Ended December 31, 
   2017   2016   2015 

Weighted average period awards are expected to be recognized (in years)

   2.3    2.3    1.7 

 

 

As of December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Weighted average period (in years)

 

 

 

 

 

 

 

0.2

 

 

 

 

1.1

 

The weighted average fair value of all stock options granted to employeesDuring the years ended December 31, 2023, 2022 and directors at the measurement date and the assumptions used to estimate the average fair value of the stock option are as follow:

   2017  2016  2015 

Weighted average fair value per share

  $8.31  $8.16  $8.07 

Average risk-free interest rate

   2.34  1.67  1.97

Expected option life (in years)

   4.71 - 5.83   4.44 - 5.24   3.55 - 5.76 

Expected volatility

   30  30  30

Dividend yield

   0  0  0

Stock options toNon-Employees

There were no common share options issued tonon-employees in 2017, 2016 or 2015. The following table summarizes certain information about the outstanding stock options related tonon-employees:

   Years Ended December 31, 
   2017   2016   2015 

Weighted average exercise price per share of outstanding stock options

  $        —     $29.64   $26.79 

Number of outstanding stock options

   —      17,000    38,750 

Weighted average exercise price per share of exercisable stock options

  $—     $30.10   $26.34 

Number of exercisable stock options

   —      15,200    21,525 

Aggregate intrinsic value of vested stock options

  $—     $123   $198 

In 2017,2021, the Company recorded a charge of less than $0.1 million (2016 — less than $0.1 million; 2015 — $0.1 million) to selling, general and administrative expenses related to thenon-employeedid not grant any stock options. There were no accrued liabilities related tonon-employee stock options as at December 31, 2017 (December 31, 2016 — less than $0.1 million).

China Long-Term Incentive Plan (“China LTIP”)

The China LTIP was adopted by IMAX China Holding, Inc. (“IMAX China”), a subsidiary of the Company, in October 2012. Each stock option (“China Option”), RSU or cash settled share-based payment (“CSSBP”) issued under the China LTIP represents an opportunity to participate economically in the future growth and value creation of IMAX China. Prior to the initial public offering of IMAX China on October 8, 2015 (the “IMAX China IPO”), the China Options and CSSBPs issued by IMAX China operated in tandem with options granted to certain employees of IMAX China under the Company’s SOP and the IMAX LTIP (“Tandem Options”).

During 2015, no Tandem Options were granted in conjunction with China Options or CSSBPs. Immediately prior to the IMAX China IPO, there were 186,446 outstanding and unvested Tandem Options issued under the Company’s SOP and IMAX LTIP with a weighted average exercise price of $23.70 per share. The Tandem Options had a maximum contractual life of 7 years. The total fair value of the Tandem Options granted with respect to the China LTIP was $1.9 million. The Company was recognizing this expense over a5-year period.

Pursuant to their terms, upon the occurrence of a qualified initial public offering, the 186,446 Tandem Options issued would forfeit immediately and the related charge would be reversed. As a result of the IMAX China IPO on October 8, 2015, the 186,446 Tandem Options with an average price of $23.70 per share were forfeited immediately. The Company recorded a recovery of $0.6 million in 2015 (2014 — $0.3 million expense) related to the forfeiture of Tandem Options issued under the Company’s SOP and IMAX LTIP.

The Company subsequently recognized an immediate charge related to the vesting of China Options and certain CSSBPs for China employees. The total fair value of the China Options and CSSBP awards granted with respect to the China LTIP was $3.9 million and $2.1 million, respectively. During the fourth quarter of 2015, a charge of $2.1 million and $1.4 million was recorded relating to the China Options and CSSBPs, respectively. The remaining charge was recognized over the related requisite period. The CSSBPs represent the right to receive cash payments in an amount equal to a certain percentage of the excess of the total equity value of IMAX China based on the per share price in the IMAX China IPO over the strike price of the CSSBPs. The CSSBPs were issued in conjunction with the China LTIP, with similar terms and conditions as the China Options. The CSSBP awards are accounted as liability awards, however the fair value of the liability is fixed at the time of the initial public offering. During 2017, the remaining balance of the CSSBPs vested and were settled in cash for $0.6 million (2016 — $0.5 million).

In connection with the IMAX China IPO and in accordance with the China LTIP, IMAX China adopted apost-IPO share option plan and apost-IPO restricted stock unit plan. Pursuant to these plans, IMAX China has issued additional China Options and China LTIP Restricted Share Units (“China RSUs”).

The following table summarizes the expense related to China Options, China RSUs, CSSBPs and any accrued liability related to CSSBPs:

   Years Ended December 31, 
   2017   2016   2015 

Expense

      

China Options

  $1,034   $971   $2,136 

China RSUs

   1,124    518    —   

CSSBPs

   353    429    1,357 

CSSBPs liability

  $—     $289   $395 

Stock Option Summary

The following table summarizes certain information in respect ofstock option activity under the SOP and IMAX LTIP:

        Weighted Average Exercise 
  Number of Shares  Price Per Share 
  2017  2016  2015  2017   2016   2015 

Options outstanding, beginning of year

  5,190,542   4,805,244   5,925,660  $28.35   $27.03   $24.24 

Granted

  854,764   984,452   873,929   30.07    31.49    31.59 

Exercised

  (668,341  (518,018  (1,761,675  21.92    22.07    20.21 

Forfeited

  (108,551  (66,903  (232,670  32.42    29.28    24.60 

Expired

  (89,958  —     —     32.29    —      —   

Cancelled

  (96,356  (14,233  —     29.28    24.82    —   
 

 

 

  

 

 

  

 

 

      

Options outstanding, end of year

  5,082,100   5,190,542   4,805,244   29.31    28.35    27.03 
 

 

 

  

 

 

  

 

 

      

Options exercisable, end of year

  3,913,088   4,001,078   2,800,723   28.96    27.79    25.83 
 

 

 

  

 

 

  

 

 

      

As atLTIP for the years ended December 31, 2017, 5,082,1002023, 2022, and 2021:

 

 

 

 

 

 

 

 

 

Weighted Average Exercise

 

 

 

Number of Shares

 

 

 

Price Per Share

 

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

Stock options outstanding, beginning of year

 

 

3,604,739

 

 

 

3,736,157

 

 

 

4,892,962

 

 

$

 

26.36

 

 

$

 

26.61

 

 

$

 

26.81

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

(41,613

)

 

 

 

 

 

 

 

 

 

 

 

21.23

 

Forfeited

 

 

 

 

 

(796

)

 

 

(88,934

)

 

 

 

 

 

 

 

22.49

 

 

 

 

22.49

 

Expired

 

 

(275,317

)

 

 

(126,569

)

 

 

(903,038

)

 

 

 

27.95

 

 

 

 

33.61

 

 

 

 

28.31

 

Cancelled

 

 

 

 

 

(4,053

)

 

 

(123,220

)

 

 

 

 

 

 

 

27.92

 

 

 

 

26.68

 

Stock options outstanding, end of year

 

 

3,329,422

 

 

 

3,604,739

 

 

 

3,736,157

 

 

 

 

26.23

 

 

 

 

26.36

 

 

 

 

26.61

 

Stock options exercisable, end of year

 

 

3,329,422

 

 

 

3,523,335

 

 

 

3,488,107

 

 

 

 

26.23

 

 

 

 

26.45

 

 

 

 

26.93

 

As of December 31, 2023, 3,329,422 options outstanding included both fully vested and unvested options with a weighted average exercise price of $29.31,$26.23, an aggregate intrinsic value of $0.5 million and weighted average remaining contractual life of 4.7 years. As at December 31, 2017, options that are exercisable have an intrinsic value of $0.3 million$nil and a weighted average remaining contractual life of 4.32.4 years. The intrinsic value of options exercised in 20172023 was $6.8 million (2016$nil (2022 —$ nil; 2021$5.4 million; 2015 — $29.8$0.1 million).

IMAX LTIP Restricted Share Units

RSUs have been granted to employees consultants and directors under the IMAX LTIP. Each RSU represents a contingent right to receive onea 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. Thedate or the average closing price of the Company’s common share for five days prior to the date of grant. For the years ended December 31, 2023, 2022, and 2021, the Company recorded the following expenses related to RSU grantsRSUs issued to employees and directors in the plan:IMAX LTIP:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

RSU expenses

 

$

 

12,612

 

 

$

 

15,498

 

 

$

 

15,555

 

   Years Ended December 31, 
   2017   2016   2015 

RSU expenses

  $16,033   $15,809   $8,197 

The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $3.6$0.8 million for the year ended December 31, 2017 (20162023 (2022$4.6$0.9 million; 20152021$0.4$0.6 million).

The Company did not issue any RSU grants to advisors or strategic partnersCompany’s accrued liability for granted RSUs was $2.7 million as of the Company for the year ended December 31, 2017. The Company did not record any expense for the years ended December2023 (December 31, 2017 and 2016. An expense of less than $0.1 million was recorded in 2015 related to RSU grants issued to certain advisors and strategic partners of the Company.2022 — $0.8 million).

Total stock-basedshare-based compensation expense related tonon-vested RSUs not yet recognized and the weighted average period over which the awards are expected to be recognized are as follow:follows:

  Years Ended December 31, 

 

Years Ended December 31,

 

  2017   2016   2015 

Expense related tonon-vested RSUs not yet recognized

  $22,440   $29,050   $24,399 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Expense not yet recognized related to non-vested RSUs

 

$

 

16,256

 

 

$

 

17,457

 

 

$

 

15,913

 

 

 

 

 

 

 

 

Weighted average period awards are expected to be recognized (in years)

   2.1    2.4    3.0 

 

 

 

1.7

 

 

 

 

1.5

 

 

 

 

1.6

 

116


The following table summarizes certain informationthe activity in respect of RSU activityRSUs issued under the IMAX LTIP:LTIP for the years ended December 31, 2023, 2022, and 2021:

  Number of Awards Weighted Average Grant Date Fair Value Per Share 

 

Number of Awards

 

 

Weighted Average Grant Date Fair
Value Per Share

 

  2017 2016 2015 2017   2016   2015 

 

2023

 

 

2022

 

 

2021

 

 

 

2023

 

 

 

2022

 

 

 

2021

 

RSUs outstanding, beginning of year

   1,124,180  973,637  595,834  $33.01   $32.27   $27.13 

 

 

1,252,044

 

 

 

1,457,883

 

 

 

1,564,838

 

 

$

 

19.16

 

 

$

 

19.16

 

 

$

 

18.33

 

Granted

   463,010  664,278  605,349  30.47    32.29    36.04 

 

 

900,199

 

 

 

708,313

 

 

 

831,123

 

 

 

17.82

 

 

 

19.31

 

 

 

21.03

 

Vested and settled

   (456,779 (466,918 (207,371 31.66    30.63    28.81 

 

 

(747,132

)

 

 

(800,231

)

 

 

(689,872

)

 

 

18.65

 

 

 

19.10

 

 

 

19.46

 

Forfeited

   (135,082 (46,817 (20,175 32.03    31.16    29.27 

 

 

(118,281

)

 

 

(113,921

)

 

 

(248,206

)

 

 

 

19.12

 

 

 

20.39

 

 

 

19.38

 

  

 

  

 

  

 

      

RSUs outstanding, end of year

   995,329  1,124,180  973,637  32.68    33.01    32.27 

 

 

1,286,830

 

 

 

1,252,044

 

 

 

1,457,883

 

 

 

 

18.53

 

 

 

19.16

 

 

 

19.16

 

  

 

  

 

  

 

      

Historically, RSUs granted under the IMAX LTIP have vested between immediately and fourthree years from the grant date. In connection with the amendment and restatement ofOn June 3 2020, the IMAX LTIP at the Company’s annual and special meeting of the shareholders on June 6, 2016, the IMAX LTIP plan was amended to imposerequire a minimumone-year vesting period of one year on future RSU grants, with acarve-out for 300,000 RSUsan 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 thecarve-out balance:

Approved under the IMAX LTIP

1,030,000

Opening, June 6, 2016Issued during previous years

300,000

(541,942

)

Issued during 2016

(39,726

2023

(63,443

)

Outstanding, December 31, 2016

260,274

Issued during 2017

(46,613

2023

Outstanding, December 31, 2017

213,661

424,615

Restricted Share Units to Non-Employees

During the years ended December 31, 2023, 2022 and 2021, the Company did not grant any restricted share units to non-employees. The Company did not record any expenses for the year ended December 31, 2023 related to RSU grants issued to non-employees of the Company (2022 ― $nil; 2021 ― $nil).

IMAX LTIP Performance Stock Units Summary

The Company grants two types of PSUs awards, one which vests based on a combination of employee service and the achievement of certain Adjusted EBITDA targets and one which vests based on a combination of employee service and the achievement of total TSR targets. The achievement of the Adjusted 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 Adjusted EBITDA PSU award or 150% of the initial TSR PSU award, depending upon actual performance versus the established Adjusted EBITDA and TSR targets, respectively.

The grant date fair value of PSUs with Adjusted EBITDA 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 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 Adjusted EBITDA 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.

117


For the years ended December 31, 2023, 2022, and 2021, the Company recorded the following expenses related to outstanding PSUs, which includes adjustments reflecting management’s estimate of the number of PSUs with Adjusted EBITDA targets expected to vest:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

PSU expenses

 

$

 

7,859

 

 

$

 

8,306

 

 

$

 

5,322

 

The Company’s actual tax benefits realized for the tax deductions related to the vesting of PSUs was $0.3 million for the year ended December 31, 2023 (2022 ― $nil; 2021 ― $nil).

Total share-based compensation expense related to non-vested PSUs not yet recognized and the weighted average period over which the awards are expected to be recognized are as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Expense not yet recognized related to non-vested PSUs

 

$

 

10,907

 

 

$

 

10,800

 

 

$

 

9,254

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average period awards are expected to be recognized (in years)

 

 

 

1.8

 

 

 

 

1.8

 

 

 

 

1.8

 

The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP:

 

 

Number of Awards

 

 

Weighted Average Grant Date
Fair Value Per Share

 

 

 

2023

 

 

2022

 

2021

 

 

 

2023

 

 

 

2022

 

 

 

2021

 

PSUs outstanding, beginning of year

 

 

931,716

 

 

 

613,405

 

 

361,844

 

 

$

 

18.96

 

 

$

 

18.21

 

 

$

 

15.68

 

Granted(1)

 

 

585,602

 

 

 

359,138

 

 

309,574

 

 

 

 

17.69

 

 

 

 

20.34

 

 

 

 

20.77

 

Vested and settled(1)

 

 

(368,602

)

 

 

 

 

 

 

 

 

16.92

 

 

 

 

 

 

 

 

 

Forfeited(2)

 

 

(226,095

)

 

 

(40,827

)

 

(58,013

)

 

 

 

18.19

 

 

 

 

19.90

 

 

 

 

16.11

 

PSUs outstanding, end of year(3)

 

 

922,621

 

 

 

931,716

 

 

613,405

 

 

 

 

19.16

 

 

 

 

18.96

 

 

 

 

18.21

 

(1)
For the year ended December 31, 2023, the balance of shares granted includes 157,963 additional shares, at a weighted average grant date fair value per share of $16.92, as PSUs granted in 2020 with Adjusted EBITDA targets vested at 175% on account of full achievement of the targets.
(2)
Forfeited PSUs include the TSR awards issued in 2020 which did not vest as the market condition was not satisfied. The Company recorded an expense of $1.5 million associated with these 104,633 shares that were not adjusted at the time of forfeiture.
(3)
Outstanding PSUs include the TSR awards issued in 2021 which are not anticipated to vest. The Company recorded an expense of $1.5 million associated with these 68,850 shares that will not be adjusted at the time of forfeiture.

As of December 31, 2023, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,591,329, assuming full achievement of the Adjusted EBITDA and TSR 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”).

118


For the years ended December 31, 2023, 2022, and 2021, share-based compensation expense related to China Options, China RSUs and China PSUs was as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

China Options

 

$

 

12

 

 

$

 

91

 

 

$

 

285

 

China RSUs

 

 

 

2,337

 

 

 

 

2,284

 

 

 

 

2,810

 

China PSUs

 

 

 

647

 

 

 

 

262

 

 

 

 

578

 

Total

 

$

 

2,996

 

 

$

 

2,637

 

 

$

 

3,673

 

In 2022, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by one year and recorded an associated expense of $0.1 million (2021 ― $0.1 million). No such charges were incurred in 2023.

Issuer Purchases of Equity Securities

In 2017, the Company repurchased 1,736,150 (2016 — 3,849,222) common shares at an average price of $26.57 per share (2016 — $30.25 per share). The repurchases in 2017 exhausted the remaining allowance of $46.1 million under the previously announced $200 million share repurchase program. The average carrying value of the stock retired was deducted from common stock and the remaining excess over the average carrying value of stock was charged to accumulated deficit. Since the inception of this program, the Company has repurchased 6,697,406 common shares at an average price of $29.86 per share.

On June 12, 2017, the Company announced that itsthe Board of Directors approved a new $200.0$200.0 million share repurchase program for its common shares ofthat would have initially expired on June 30, 2020, which was subsequently extended and increased in the total share repurchase authority to $400.0 million. In 2023, the Company’s common stock. TheBoard of Directors approved a 36-month extension to its share purchaserepurchase program expires onthrough June 30, 2020.2026. As of December 31, 2023, the Company has $167.0 million authorized for repurchase under its approved repurchase program. 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. There were no share repurchases of shares under In 2023, the new share repurchase program in 2017.

The total number of shares purchased during the year ended December 31, 2017 and 2016 does not include any shares purchased in the administration of employee share-based compensation plans (which amounted to 825,692 (2016 – 630,720)Company repurchased 1,604,420 (2022 ― 5,401,852) common shares at an average price of $30.23 (2016 – $31.52)$16.45 per share (2022 ― $15.19 per share).

As at, for a total of $26.4 million (2022 ― $82.0 million), excluding commissions, of which 108,393 were common shares (2022 ― 140,000) where settlement occurred subsequent to December 31, 2017,2023, at an average price of $14.98 per share for a total of $1.6 million, excluding commissions.

The following table summarizes the Company’s share repurchases during the years ended December 31, 2023 and 2022:

 

 

Total Number of Shares Repurchased

 

 

Average Price Paid Per Share

 

(in thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

 

2023

 

 

 

2022

 

Shares repurchased

 

 

1,604,420

 

 

 

5,401,852

 

 

$

 

16.45

 

 

$

 

15.19

 

For the years ended December 31, 2023 and 2022, there were no shares purchases in the administration of employee share based plans.

As of December 31, 2023, the IMAX LTIP trustee held 206,651 shares purchased for $5.1 million in the open market to be issued upon the settlement of RSUs and stock options. Thenil shares. Any shares held with the trustee are recorded at cost and are reported as a reduction against capital stockCapital Stock on the consolidated balance sheet.

Company’s Consolidated Balance Sheets.

(d)Net income per share

Reconciliations In 2022, IMAX China’s shareholders granted its Board of Directors (“IMAX China Board”) a general mandate authorizing the IMAX China Board, subject to applicable laws, to repurchase shares of IMAX China not to exceed 10% of the numeratortotal number of issued shares as of June 23, 2022 (34,063,480 shares). This program expired on the date of the 2023 Annual General Meeting of IMAX China on June 7, 2023. During the 2023 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10% of the total number of shares as of June 7, 2023 (33,959,314 shares). This program will be valid until the 2024 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 2023, IMAX China repurchased 16,800 (2022 ― 2,961,800) common shares at an average price of HKD 7.11 per share (U.S. $0.91 per share) for a total of HKD 0.1 million or less than U.S. $0.1 million (2022 ― HKD 8.0 per share or U.S. $1.02 per share, for a total of HKD 23.7 million or U.S. $3.0 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 2(a)).

119


The following table summarizes the IMAX China’s share repurchases during the years ended December 31, 2023 and 2022:

 

 

Total Number of Shares Repurchased

 

 

Average Price Paid Per Share

 

(in thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

 

2023

 

 

 

2022

 

Shares repurchased

 

 

16,800

 

 

 

2,961,800

 

 

$

 

0.91

 

 

$

 

1.02

 

(d)
Basic and Diluted Weighted Average Shares Outstanding

The following table reconciles the denominator of the basic and dilutedper-share computations are comprised of weighted average share computations:

 

 

Years Ended December 31,

 

(In thousands)

 

2023

 

 

2022

 

 

2021

 

Issued and outstanding, beginning of period

 

 

 

54,149

 

 

 

 

58,654

 

 

 

 

58,921

 

Weighted average number of shares issued (repurchased) , net

 

 

 

161

 

 

 

 

(1,980

)

 

 

 

205

 

Weighted average number of shares outstanding - basic and diluted

 

 

 

54,310

 

 

 

 

56,674

 

 

 

 

59,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average effect of potential common shares, if dilutive

 

 

 

836

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding - diluted

 

 

 

55,146

 

 

 

 

56,674

 

 

 

 

59,126

 

For the following:

   Years Ended December 31, 
   2017   2016   2015 

Net income attributable to common shareholders

  $2,344   $28,788   $55,844 

Less: Accretion charges associated with redeemable common stock

   —      —      (769
  

 

 

   

 

 

   

 

 

 

Net income applicable to common shareholders

  $2,344   $28,788   $55,075 
  

 

 

   

 

 

   

 

 

 

Weighted average number of common shares (000’s):

      

Issued and outstanding, beginning of period

   66,160    69,673    68,988 

Weighted average number of shares (repurchased) issued during the period, net

   (780   (2,098   538 
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in computing basic earnings per share

   65,380    67,575    69,526 

Assumed exercise of stock options and RSUs, net of shares assumed repurchased

   160    688    1,532 
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in computing diluted earnings per share

   65,540    68,263    71,058 
  

 

 

   

 

 

   

 

 

 

Theyear ended December 31, 2023, the calculation of diluted earnings per share exclude 4,993,014 (2016 — 2,814,907)excludes 3,380,142 (2022 ― 4,523,121; 2021 ― 6,131,792) shares that are issuable upon the vesting of 18,877 RSUs (2022 ― 637,120; 2021 ― 1,457,883), the vesting of 31,843 PSUs (2022 ― 281,262; 2021 ― 937,752), and the exercise of 579,808 (2016 — 377,048) RSUs3,329,422 stock options (2022 ― 3,604,739; 2021 ― 3,736,157 ), as the effect would be anti-dilutive.

The calculation of diluted weighted average shares outstanding for the year ended December 31, 2023 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. (Refer to Note 14(b).)

(e)
Statutory Surplus Reserve

Pursuant to the corporate law of 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 contribution when the 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 4,413,206 (2016 — 2,437,859) stock optionsmay 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.

The statutory surplus reserve of RMB 36.4 million ($5.6 million) has reached 50% of its PRC subsidiaries’ registered capital, as such no further contributions to the reserve are required.

120


18. Consolidated Statements of Operations Supplemental Information

(a)
Selling Expenses

The following table summarizes the Company’s selling expenses, including sales commissions and marketing and other, which are recognized within Costs and Expenses Applicable to Revenues in the Consolidated Statements of Operations, for the years ended December 31, 20172023, 2022 and 2016, as the impact of these exercises would be antidilutive.2021:

 

Years Ended December 31,

 

 

2023

 

 

2022

 

 

2021

 

(In thousands of U.S. Dollars)

Sales
Commissions

 

 

Marketing and Other

 

 

Sales
Commissions

 

 

Marketing and Other

 

 

Sales
Commissions

 

 

Marketing and Other

 

Technology sales(1)

$

 

1,575

 

 

$

 

1,103

 

 

$

 

479

 

 

$

 

810

 

 

$

 

1,885

 

 

$

 

989

 

Image enhancement and maintenance services(2)

 

 

 

 

 

 

15,200

 

 

 

 

 

 

 

 

20,284

 

 

 

 

 

 

 

 

8,923

 

Technology rentals(3)

 

 

478

 

 

 

 

734

 

 

 

 

85

 

 

 

 

663

 

 

 

 

399

 

 

 

 

1,109

 

  Total

$

 

2,053

 

 

$

 

17,037

 

 

$

 

564

 

 

$

 

21,757

 

 

$

 

2,284

 

 

$

 

11,021

 

15. Consolidated Statements of Operations Supplemental Information

(a) Other Revenues

The Company enters into theater system arrangements with customers that typically contain customer payment obligations

(1)
Sales commissions paid prior to the scheduled installationrecognition of the theater systems. Duringrelated revenue are deferred and recognized upon the periodclient acceptance of time between signingthe IMAX System. Direct advertising and theater system installation, certain customersmarketing costs for each yearIMAX System are unableexpensed as incurred.
(2)
Film exploitation costs, including advertising and marketing costs are expensed as incurred.
(3)
Sales commissions related to or elect not to, proceed withjoint revenue sharing arrangements accounted for operating leases are recognized in the theater system installation for a number of reasons, including business considerations, ormonth they are earned by the inability to obtain certain consents, approvals or financing. Oncesalesperson, which is typically the determinationmonth in which the IMAX System is made that the customer will not proceed with installation, the customer and/or the Company may terminate the arrangement by default or by entering into a consensual buyout. In these situations, the parties are released from their future obligations under the arrangement, and the initial payments that the customer previously made to the Company are typically not refundedinstalled, and are recognizedsubject to subsequent performance-based adjustments. Direct advertising and marketing costs for each IMAX System are expensed as Other Revenues. In addition, the Company enters into agreements with customers to terminate their obligations for additional theater system configurations, which were in the Company’s backlog. Other revenues from settlement arrangements were $nil, $1.3 million and $0.1 million in 2017, 2016 and 2015, respectively.

incurred.

(b)
Foreign Exchange

Included in selling, generalSelling, General and administrative expensesAdministrative Expenses for the year ended December 31, 20172023 is $1.0a foreign currency net loss of $0.7 million for a net foreignresulting from changes in exchange gainrates related to the translation of foreign currency denominated monetary assets and liabilities, primarily due to the slower pace of RMB weakening against the U.S. Dollar throughout 2023, as compared to a net loss of $0.9$3.2 million and a net lossgain of $2.4$1.3 million for the yearyears ended December 31, 20162022 and 2015,2021, respectively. See note 19(d)Refer to Note 22(c) for additional information.

(c)
Collaborative Arrangements

Joint Revenue Sharing Arrangements

InRefer to Note 6 for a joint revenue sharing arrangement, the Company receives a portion of a theater’sbox-office and concession revenues, and in some cases a small upfront or initial payment, in exchange for placing a theater system at the theater operator’s venue. 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 typicallynon-cancellable for 10 years or longer with renewal provisions. Title to equipment under joint revenue sharing arrangements generally does not transfer to the customer. The Company’s joint revenue sharing arrangements do not contain a guarantee of residual value at the enddescription of the 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 extended warranty throughout the term. The customer is responsible for obtaining insurance coverage for the theater systems

commencing on the date specified in the arrangement’s shipping terms and ending on the date the theater systems are delivered back to the Company.

The Company has signed joint revenue sharing agreements with 47 exhibitors (2016 — 48) for a total of 1,084 theater systems (2016 — 995), of which 747 theaters (2016 — 640) were operating as at December 31, 2017. Thematerial terms of the Company’s collaborative joint revenue sharing arrangements are similar in nature, rights and obligations.arrangements. The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in note 2(m)Note 2(o).

AmountsRevenue attributable to transactions arising between the Company and its customers under joint revenue sharing arrangements are included in Equipmentrecorded within Revenues – Technology Sales (for hybrid joint revenue sharing arrangements) and Product Sales andRevenues – Technology Rentals (for traditional joint revenue and forsharing arrangements). For the year ended December 31, 2017 amounted2023, such revenues totaled $78.2 million (2022 — $66.6 million; 2021 — $51.6 million). (Refer to $80.6 million (2016 — $91.4 million; 2015 —$99.1 million).Note 20(a) for a disaggregated presentation of the Company’s revenues.)

IMAX DMRFilm Remastering and Distribution

In an IMAX DMRa film remastering and distribution arrangement, the Company transforms conventional motion pictures into the Company’s large screen format, allowing the release of Hollywood content to the global IMAX theater network. In a typical IMAX DMR film arrangement, the Company will absorb its costs for the digitalre-mastering and then recoup this cost fromreceives a percentage of thebox-office box office receipts offrom a third party who owns the copyright to a film in exchange for converting the film whichinto IMAX format and distributing it through the IMAX network. The fee earned by the Company in recent years has averageda typical film remastering and distribution arrangement averages approximately 12.5% outside12.5% of box office receipts (i.e., gross box office receipts less applicable sales taxes), except for within Greater China, andwhere the Company receives a lower percentage of net box office receipts for certain films within Greater China. The Company does not typically hold distribution rights or the copyright to theseHollywood films.

In 2017, the majority of IMAX DMR revenue was earned from the exhibition of 60 IMAX DMR films (2016 — 51) throughout the IMAX theater network. The accounting policy for the Company’s IMAX DMRfilm remastering and distribution arrangements is disclosed in note 2(m)Note 2(o).

Amounts121


Revenue attributable to transactions arising between the Company and its customers under IMAX DMRthe Company’s film remastering and distribution arrangements are included in Services revenuesRevenues – Image Enhancement and forMaintenance Services. For the year ended December 31, 2017 amounted2023, such revenues totaled $118.6 million (2022 — $94.9 million; 2021 — $70.7 million). (Refer to $108.9 million (2016 —$106.4 million; 2015 —$107.1 million).Note 20(a) for a disaggregated presentation of the Company’s revenues.)

Co-Produced Film Arrangements

In certain film arrangements, the Companyco-produces a film with a third party whereby the third party retains the copyright and certain other rights to the film except thatfilm. In some cases, the Company obtains exclusive theatrical distribution rights to the film. Under these arrangements, both parties contribute funding to the Company’s wholly-owned company for the production of the film or content and for associated exploitation costs. Clauses in the film arrangements generally provide for the third party to take over the production of the film if the costfunding of the production, exceeds its approved budget or if it appears as thoughdistribution and exploitation costs associated with the film will not be delivered on a timely basis.film.

As atof December 31, 2017,2023, the Company has two significantis party to oneco-produced arrangements film arrangement, which primarily represents the VIE total assets balance of $7.5$1.4 million and liabilities balance of $7.2$0.2 million and threefour otherco-produced film arrangements, the terms of which are similar. The accounting policies relating toco-produced film arrangements are disclosed in notesNotes 2(a) and 2(m)2(o).

In 2017, amounts totaling $1.22023, an expense of $0.6 million (2016(2022$1.4$0.8 million; 20152021$1.5$0.4 million) attributable to transactions between the Company and other parties involved in the production of the films have been included in cost and expenses applicable to revenues-services.

In 2016, the Company entered into an arrangement toco-produce television episodic content. Funding was provided to the third party and the third party retains the copyright and rights to the content. The Company obtained exclusive theatrical distribution rights to the first two episodes and a percentage share to all television revenue.

As at December 31, 2017, the Company is participating in one significantco-produced television arrangement. This arrangement is not a VIE.

For the year ended December 31, 2017, revenues of $20.4 million and costs and expenses applicable to revenues of $33.4 million, attributable to this collaborative arrangement have been recorded in Revenue – Services and Costs and expenses applicableExpenses Applicable to revenuesRevenuesServices, respectively. Included therein are net revenues attributable to transactions between the CompanyImage Enhancement and other parties involved in the production of the episodic content of $20.1 million.Maintenance Services.

16. Receivable Provisions, Net of Recoveries

The following table reflects the Company’s receivable provisions net of recoveries recorded in the consolidated statements of operations:

   Years Ended December 31, 
   2017   2016   2015 

Accounts receivable provisions, net of recoveries

  $1,967   $1,029   $677 

Financing receivable provisions, net of recoveries

   680    (75   75 
  

 

 

   

 

 

   

 

 

 

Receivable provisions, net of recoveries

  $2,647   $954   $752 
  

 

 

   

 

 

   

 

 

 

17.19. Consolidated Statements of Cash Flows Supplemental Information

(a)
Changes in other operating assets and liabilities

 

(a)Changes in othernon-cash operating assets and liabilities are comprised of the following:

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

 

2022

 

 

 

2021

 

Decrease (Increase) in:

 

 

 

 

 

 

 

 

 

 

 

Financing receivables

$

 

2,642

 

 

$

 

5,411

 

 

$

 

(7,637

)

Prepaid expenses

 

 

(1,273

)

 

 

 

(1,892

)

 

 

 

(3,230

)

Variable consideration receivables

 

 

(20,337

)

 

 

 

667

 

 

 

 

(2,905

)

Other assets

 

 

(10,473

)

 

 

 

968

 

 

 

 

1,003

 

Increase (Decrease) in:

 

 

 

 

 

 

 

 

Accounts payable

 

 

(535

)

 

 

 

8,496

 

 

 

 

(4,752

)

Accrued and other liabilities

 

 

(6,013

)

 

 

 

(12,849

)

 

 

 

15,167

 

 

$

 

(35,989

)

 

$

 

801

 

 

$

 

(2,354

)

(b)
Cash payments made on account

 

   Years Ended December 31, 
   2017   2016   2015 

Decrease (increase) in:

      

Accounts receivable

  $(37,807  $(1,414  $(22,521

Financing receivables

   (7,253   (4,627   (13,628

Inventories

   10,832    (3,825   (21,070

Prepaid expenses

   (924   (127   (1,552

Other assets, prepaid tax

   —      (5,664   —   

Other assets

   (457   (1,038   (655

Increase (decrease) in:

      

Accounts payable

   4,204    (3,360   9,183 

Accrued and other liabilities

   (642   3,914    (2,057

Deferred revenue

   22,906    (14,733   16,242 
  

 

 

   

 

 

   

 

 

 
  $(9,141  $(30,874  $(36,058
  

 

 

   

 

 

   

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

 

2022

 

 

 

2021

 

Income taxes(1)

$

 

17,812

 

 

$

 

13,963

 

 

$

 

18,475

 

Interest

$

 

3,930

 

 

$

 

715

 

 

$

 

3,251

 

(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.

122


(c)
Depreciation and amortization

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

2023

 

 

 

2022

 

 

 

2021

 

Film assets

 

$

 

20,281

 

 

$

 

16,881

 

 

$

 

16,316

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

Equipment supporting joint revenue sharing arrangements

 

 

 

22,857

 

 

 

 

22,165

 

 

 

 

22,320

 

Other property, plant and equipment(1)

 

 

 

9,125

 

 

 

 

9,757

 

 

 

 

9,479

 

Other intangible assets(2)

 

 

 

5,952

 

 

 

 

6,103

 

 

 

 

6,079

 

Other assets(3)

 

 

 

1,807

 

 

 

 

1,755

 

 

 

 

1,888

 

Total

 

$

 

60,022

 

 

$

 

56,661

 

 

$

 

56,082

 

(1)
Includes the amortization of laser projection systems, camera, and lens upgrades recorded in Research and Development on the Statements of Operations of $0.5 million in the year ended December 31, 2023 (2022 — $0.6 million; 2021 — $0.8 million).
(2)
Includes the amortization of licenses and intellectual property recorded in Research and Development on the Consolidated Statements of Operations of $1.3 million in the year ended December 31, 2023 (2022 — $1.3 million; 2021 — $1.3 million).
(3)
Includes the amortization of lessee incentives provided by the Company to its customers under joint revenue sharing arrangements.
(d)
Write-downs, including asset impairments

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

 

2022

 

 

 

2021

 

Other assets(1)

$

 

144

 

 

$

 

4,470

 

 

$

 

 

Inventories(2)

 

 

542

 

 

 

 

741

 

 

 

 

890

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

Equipment supporting joint revenue sharing arrangements(3)

 

 

756

 

 

 

 

973

 

 

 

 

364

 

Other property, plant and equipment

 

 

31

 

 

 

 

57

 

 

 

 

217

 

Other intangible assets

 

 

 

 

 

 

87

 

 

 

 

142

 

Film assets(4)

 

 

411

 

 

 

 

848

 

 

 

 

151

 

 

$

 

1,884

 

 

$

 

7,176

 

 

$

 

1,764

 

(1)
In 2022, the Company recognized a full impairment of its RMB 30.0 million ($4.5 million) investment in the film Mozart from Space based on projected box office results and distribution costs. (Refer to Note 22(e).)
(2)
In 2023, the Company recorded write-downs of $0.5 million, net of a recovery of $0.4 million in Costs and Expenses Applicable to Technology Sales. The write-downs recorded during the year ended December 31, 2023 include $0.5 million related to damaged system pending insurance claim. For the years ended December 31, 2022 and 2021, the Company recorded write-downs of $0.7 million and $0.9 million, respectively, in Costs and Expenses Applicable to Technology Sales to reduce the carrying value of inventory.
(3)
In 2023, the Company recorded charges of $0.8 million (2022 — $1.0 million; 2021 — $0.4 million) in Costs and Expenses Applicable to Revenues - Technology Rentals mostly related to the write-downs of leased xenon-based digital systems which were taken out of service in connection with customer upgrades to laser-based digital systems, as well as two IMAX Systems that were removed from their existing locations.
(4)
In 2023, the Company recorded impairment losses of $0.4 million (2022 — $0.8 million; 2021 — $0.2 million) related to the write-down of content-related film assets.

123


(e)
Significant non-cash investing activities

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

 

2022

 

 

 

2021

 

Net increase (decrease) in accruals related to:

 

 

 

 

 

 

 

 

 

 

 

Investment in equipment supporting joint revenue sharing arrangements

$

 

(600

)

 

$

 

790

 

 

$

 

1,009

 

Acquisition of other intangible assets

 

 

(942

)

 

 

 

30

 

 

 

 

(891

)

Purchases of property, plant and equipment(1)

 

 

(541

)

 

 

 

311

 

 

 

 

(188

)

$

 

(2,083

)

 

$

 

1,131

 

 

$

 

(70

)

(1)
Refer to Note 6 for supplemental disclosure of non-cash leasing activities.
(f)
Significant non-cash financing activities

In the fourth quarter of 2023, the Company recognized a $1.6 million liability on the Consolidated Balance Sheets within Accounts Payable related to repurchase of its common shares, which settled subsequent to December 31, 2023 (2022 — $2.0 million liability within Accrued and Other Liabilities).

20.Revenue from Contracts with Customers

(a)
Disaggregated Information About Revenue

In the first quarter of 2023, the Company updated its reportable segments (refer to Note 21). Prior year comparatives have been revised to conform with the current year presentation. The following tables summarize the Company’s revenues by type and reportable segment for the years ended December 31, 2023, 2022, and 2021:

 

Year Ended December 31, 2023

 

(In thousands of U.S. Dollars)

Technology Sales

 

 

Image Enhancement and Maintenance Services

 

 

Technology Rentals

 

 

Finance
Income

 

 

Total

 

Content Solutions Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film Remastering and Distribution

$

 

 

 

$

 

118,637

 

 

$

 

 

 

 

$

 

 

 

$

 

118,637

 

Other Content Solutions

 

 

 

 

 

 

8,061

 

 

 

 

 

 

 

 

 

 

 

 

 

8,061

 

 

 

 

 

 

 

 

126,698

 

 

 

 

 

 

 

 

 

 

 

 

 

126,698

 

Technology Products and Services Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System Sales

 

 

93,271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

93,271

 

System Rentals

 

 

 

 

 

 

 

 

 

 

 

75,566

 

 

 

 

 

 

 

 

75,566

 

Maintenance

 

 

 

 

 

 

56,737

 

 

 

 

 

 

 

 

 

 

 

 

 

56,737

 

Finance Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,729

 

 

 

 

8,729

 

 

 

 

93,271

 

 

 

 

56,737

 

 

 

 

 

75,566

 

 

 

 

8,729

 

 

 

 

234,303

 

Sub-total for reportable segments

 

 

93,271

 

 

 

 

183,435

 

 

 

 

 

75,566

 

 

 

 

8,729

 

 

 

 

361,001

 

All Other

 

 

7,521

 

 

 

 

6,317

 

 

 

 

 

 

 

 

 

 

 

 

 

13,838

 

Total

$

 

100,792

 

 

$

 

189,752

 

 

$

 

 

75,566

 

 

$

 

8,729

 

 

$

 

374,839

 

124


 

Year Ended December 31, 2022

 

(In thousands of U.S. Dollars)

Technology Sales

 

 

Image Enhancement and Maintenance Services

 

 

Technology Rentals

 

 

Finance
Income

 

 

Total

 

Content Solutions Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film Remastering and Distribution

$

 

 

 

$

 

94,867

 

 

$

 

 

 

 

$

 

 

 

$

 

94,867

 

Other Content Solutions

 

 

 

 

 

 

6,935

 

 

 

 

 

18

 

 

 

 

 

 

 

 

6,953

 

 

 

 

 

 

 

 

101,802

 

 

 

 

 

18

 

 

 

 

 

 

 

 

101,820

 

Technology Products and Services Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System Sales

 

 

65,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

65,510

 

System Rentals

 

 

 

 

 

 

 

 

 

 

 

61,768

 

 

 

 

 

 

 

 

61,768

 

Maintenance

 

 

 

 

 

 

56,608

 

 

 

 

 

 

 

 

 

 

 

 

 

56,608

 

Finance Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,482

 

 

 

 

8,482

 

 

 

 

65,510

 

 

 

 

56,608

 

 

 

 

 

61,768

 

 

 

 

8,482

 

 

 

 

192,368

 

Sub-total for reportable segments

 

 

65,510

 

 

 

 

158,410

 

 

 

 

 

61,786

 

 

 

 

8,482

 

 

 

 

294,188

 

All Other

 

 

3,648

 

 

 

 

2,969

 

 

 

 

 

 

 

 

 

 

 

 

 

6,617

 

Total

$

 

69,158

 

 

$

 

161,379

 

 

$

 

 

61,786

 

 

$

 

8,482

 

 

$

 

300,805

 

 

(b)Cash payments made on account of:

 

Year Ended December 31, 2021

 

(In thousands of U.S. Dollars)

Technology Sales

 

 

Image Enhancement and Maintenance Services

 

 

Technology Rentals

 

 

Finance
Income

 

 

Total

 

Content Solutions Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film Remastering and Distribution

$

 

 

 

$

 

70,659

 

 

$

 

 

 

 

$

 

 

 

$

 

70,659

 

Other Content Solutions

 

 

 

 

 

 

5,724

 

 

 

 

 

606

 

 

 

 

 

 

 

 

6,330

 

 

 

 

 

 

 

 

76,383

 

 

 

 

 

606

 

 

 

 

 

 

 

 

76,989

 

Technology Products and Services Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System Sales

 

 

62,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,637

 

System Rentals

 

 

 

 

 

 

 

 

 

 

 

46,184

 

 

 

 

 

 

 

 

46,184

 

Maintenance

 

 

 

 

 

 

53,339

 

 

 

 

 

 

 

 

 

 

 

 

 

53,339

 

Finance Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,792

 

 

 

 

10,792

 

 

 

 

62,637

 

 

 

 

53,339

 

 

 

 

 

46,184

 

 

 

 

10,792

 

 

 

 

172,952

 

Sub-total for reportable segments

 

 

62,637

 

 

 

 

129,722

 

 

 

 

 

46,790

 

 

 

 

10,792

 

 

 

 

249,941

 

All Other

 

 

3,516

 

 

 

 

1,426

 

 

 

 

 

 

 

 

 

 

 

 

 

4,942

 

Total

$

 

66,153

 

 

$

 

131,148

 

 

$

 

 

46,790

 

 

$

 

10,792

 

 

$

 

254,883

 

   Years Ended December 31, 
   2017   2016   2015 

Income taxes

  $22,829   $24,640   $22,798 
  

 

 

   

 

 

   

 

 

 

Interest

  $826   $721   $411 
  

 

 

   

 

 

   

 

 

 
(b)
Deferred Revenue

(c)Depreciation and amortization are comprised of the following:

   Years Ended December 31, 
   2017   2016   2015 

Film assets(1)

  $31,031   $16,324   $16,357 

Property, plant and equipment

      

Joint revenue sharing arrangements

   18,112    15,840    13,663 

Other property, plant and equipment

   11,803    9,692    7,698 

Other intangible assets

   4,319    3,235    3,285 

Other assets

   980    862    784 

Deferred financing costs

   562    532    1,016 
  

 

 

   

 

 

   

 

 

 
  $66,807   $46,485   $42,803 
  

 

 

   

 

 

   

 

 

 

(1)Included in film asset amortization is a charge of $1.5 million (2016 — $0.2 million; 2015 — $0.9 million) relating to changes in estimates based on the ultimate recoverability of future films.
IMAX 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, 2023, $22.8 million of consideration has been deferred in relation to outstanding maintenance services to be provided on existing maintenance contracts (December 31, 2022 — $21.0 million and 2021 — $20.2 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.

(d)Write-downs, net of recoveries, are comprised of the following:
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 Systems where control of the system has not transferred to the customer. The deferred revenue balance related to an individual system 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.

125

   Years Ended December 31, 
   2017   2016   2015 

Asset impairments

      

Property, plant and equipment

  $3,966   $223   $405 

Impairment of investments

   1,225    194    425 

Film assets

   17,363    3,020    —   

Other assets

   2,533    —      —   

Other charges (recoveries)

      

Accounts receivables

   1,967    1,029    677 

Financing receivables

   680    (75   75 

Inventories(1)

   500    458    572 

Other assets

   47    —      —   

Property, plant and equipment(2)

   1,224    885    1,485 

Other intangible assets

   63    206    86 
  

 

 

   

 

 

   

 

 

 
  $29,568   $5,940   $3,725 
  

 

 

   

 

 

   

 

 

 

Inventory charges

      

Recorded in costs and expenses applicable to revenues - equipment & product sales

  $500   $227   $537 

Recorded in costs and expenses applicable to revenues - services

   —      231    35 
  

 

 

   

 

 

   

 

 

 
  $500   $458   $572 
  

 

 

   

 

 

   

 

 

 

(1)In 2017, the Company recorded a charge of $1.2 million (2016 — $0.3 million; 2015 — $0.4 million) reflecting property, plant and equipment that were no longer in use. In 2016, the Company also recorded a charge of $0.6 million (2015 — $0.6 million) in cost of sales applicable to Equipment and product sales upon the upgrade of xenon-based digital systems under operating lease arrangements to laser-based digital systems under sales or sales-type lease arrangements. No such charge was recorded in the year ended December 31, 2017. In addition, in 2015, the Company recorded a charge of $0.5 million in cost of sales applicable to Rentals upon the upgrade of certain xenon-based digital systems to laser-based digital systems operating under joint revenue sharing arrangements. No such charge was recorded in 2017 and 2016.

For the year ended December 31, 2023, $43.1 million of revenue was recognized that was included in the $70.9 million balance of deferred revenue as of December 31, 2022. For the year ended December 31, 2022, $26.5 million of revenue was recognized that was included in the $81.2 million balance of deferred revenue as of December 31, 2021.

(e)Significantnon-cash investing and financing activities are comprised of the following:

   Years Ended December 31, 
   2017   2016 

Net accruals related to:

    

Purchases of property, plant and equipment

  $871   $(1,229

Investment in joint revenue sharing arrangements

   69    346 

Acquisition of other intangible assets

   37    (121
  

 

 

   

 

 

 
  $977   $(1,004
  

 

 

   

 

 

 

21. Segment Reporting

18. Segmented Information

Management, including theThe Company’s Chief Executive Officer (“CEO”) who is the Company’sits Chief Operating Decision Maker (as defined in the Segment Reporting Topic(“CODM”), as such term is determined under U.S. GAAP. The CODM, along with other members of the FASB ASC), assessesmanagement, assess segment performance based on segment revenues and gross margins and film performance.margins. Selling, general and administrative expenses, research and development costs, the amortization of intangibles, receivables provisions (recoveries),intangible assets, provision for (reversal of) current expected credit losses, certain write-downs, net of recoveries, interest income, interest expense, and income tax (provision) recovery(expense) benefit are not allocated to the Company’s segments.

In the first quarter of 2017, modifications were made2023, the Company revised its internal segment reporting, including the information provided to the CEO’s reporting packageCODM to move awayassess segment performance and allocate resources. Accordingly, the Company has two reportable segments:

(1)
Content Solutions – principally includes the digital remastering of films and other content into IMAX formats for distribution across the IMAX network. To a lesser extent, the Content Solutions segment also earns revenue from the distribution of large-format documentary films and IMAX events and experiences including music, gaming, and sports, as well as the provision of film post-production services.
(2)
Technology Products and Services – principally includes the sale, lease, and maintenance of IMAX Systems. To a lesser extent, the Technology Product and Services segment also earns revenue from certain ancillary theater business activities, including after-market sales of IMAX System parts and 3D glasses.

The Company’s historical two primary groups – IMAX Theater Systems and Film – andactivities that do not meet the criteria to better alignbe considered a reportable segment are reported within All Other. Prior period comparatives have been revised to conform with the way in whichcurrent period presentation.

(a)
Segment Financial Information

The following table presents the CODM managesCompany’s revenue and gross margin by reportable segment for the business. years ended December 31, 2023, 2022, and 2021:

 

 

Years Ended December 31,

 

 

 

Revenue(1)

 

 

Gross Margin

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

Content Solutions

$

126,698

 

 

$

101,820

 

 

$

76,989

 

 

$

74,106

 

 

$

51,240

 

 

$

45,269

 

Technology Products and Services

 

234,303

 

 

 

192,368

 

 

 

172,952

 

 

 

129,946

 

 

 

101,055

 

 

 

86,041

 

Sub-total for reportable segments

 

 

361,001

 

 

 

294,188

 

 

 

249,941

 

 

 

204,052

 

 

 

152,295

 

 

 

131,310

 

All Other

 

 

13,838

 

 

 

6,617

 

 

 

4,942

 

 

 

10,289

 

 

 

4,060

 

 

 

3,096

 

Total

 

$

374,839

 

 

$

300,805

 

 

$

254,883

 

 

$

214,341

 

 

$

156,355

 

 

$

134,406

 

The new structure is expectedfollowing table presents the Company’s assets by reportable segment, reconciled to assist usersconsolidated assets, as of December 31, 2023 and 2022:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Content Solutions

 

$

97,123

 

 

$

92,706

 

Technology Products and Services

 

 

529,057

 

 

 

524,309

 

Sub-total for reportable segments

 

 

626,180

 

 

 

617,015

 

All Other

 

 

43,994

 

 

 

29,686

 

Corporate and other non-segment specific assets

 

 

144,495

 

 

 

174,453

 

Total

 

$

814,669

 

 

$

821,154

 

126


The following table presents the Company’s amortization by reportable segment, and on a consolidated basis, for the years ended December 31, 2023, 2022, and 2021:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Content Solutions

 

$

24,032

 

 

$

18,790

 

 

$

17,441

 

Technology Products and Services

 

 

28,497

 

 

 

24,089

 

 

 

26,284

 

Sub-total for reportable segments

 

 

52,529

 

 

 

42,879

 

 

 

43,725

 

All Other

 

 

1,395

 

 

 

309

 

 

 

 

Corporate and other non-segment specific assets

 

 

6,098

 

 

 

13,473

 

 

 

12,357

 

Total

 

$

60,022

 

 

$

56,661

 

 

$

56,082

 

The following table presents the Company’s write-downs, including asset impairments and credit loss expense (reversal) by reportable segment, and on a consolidated basis, for the years ended December 31, 2023, 2022, and 2021:

 

 

Years Ended December 31,(2)

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Content Solutions

 

$

411

 

 

$

848

 

 

$

151

 

Technology Products and Services

 

 

1,233

 

 

 

1,714

 

 

 

1,254

 

Sub-total for reportable segments

 

 

1,644

 

 

 

2,562

 

 

 

1,405

 

All Other

 

 

151

 

 

 

 

 

 

 

Corporate and other non-segment specific assets(2)

 

 

1,848

 

 

 

13,161

 

 

 

(3,592

)

Total

 

$

3,643

 

 

$

15,723

 

 

$

(2,187

)

The following table presents the Company’s purchases of Property, Plant and Equipment within the Consolidated Statements of Cash Flows by reportable segment for the years ended December 31, 2023, 2022, and 2021:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Content Solutions

 

$

722

 

 

$

5,321

 

 

$

2,208

 

Technology Products and Services

 

 

17,883

 

 

 

22,381

 

 

 

10,740

 

Sub-total for reportable segments

 

 

18,605

 

 

 

27,702

 

 

 

12,948

 

All Other

 

 

566

 

 

 

9

 

 

 

 

Corporate and other non-segment specific assets

 

 

5,320

 

 

 

516

 

 

 

736

 

Total

 

$

24,491

 

 

$

28,227

 

 

$

13,684

 

(1)
The Company’s largest customer represents 10% of total Revenues as of December 31, 2023 (2022 ― 12%; 2021 ― 10%). No single customer comprises more than 10% of the financial statements with an enhanced understandingCompany’s total Accounts Receivable as of how management viewsDecember 31, 2023 and 2022.
(2)
Includes a provision for current expected credit losses of $1.8 million (2022 ― provision of $8.5 million; 2021 ― net reversal of $4.0 million). (Refer to Note 5.) In 2022, the business, and the drivers behind the Company’s performance. CertainCompany recognized a full impairment of the prior period’s figures have been reclassified to conform to the current period’s presentation.

The Company has identified new business as an additional reportable segmentits RMB 30.0 million ($4.5 million) investment in the first quarter of 2017. The Company now has the following eight reportable segments: IMAX systems; IMAX DMR; joint revenue sharing arrangements; theater system maintenance; film distribution; film post-production; new business; and other.

The Company’s reportable segments are now organized under four primary groups identified by nature of product sold or service provided: (1) Network Business, representing variable revenue generated byMozart from Space based on projected box office results and which includes the reportable segment of IMAX DMR and contingent rent from the joint revenue sharing arrangements and IMAX systems segments; (2) Theater Business, representing revenue generated by the sale and installation of theater systems and maintenance services, primarily relateddistribution costs. (Refer to the IMAX Systems and Theater System Maintenance reportable segments, and also includes fixed hybrid revenues and upfront installation costs from the joint revenue sharing arrangements segment and after-market sales of projection system parts and 3D glasses from the other segment; (3) New Business, which includes content licensing and distribution fees associated with the Company’s original content investments, virtual reality initiatives, IMAX Home Entertainment, and other business initiatives that are in the development and/orstart-up phase, and (4) Other; which includes the film post-production and distribution segments and certain IMAX theaters that the Company owns and operates, camera rentals and other miscellaneous items from the other segment. The Company is presenting information at a disaggregated level to provide more relevant information to readers, as permitted by the standard. The accounting policies of the segments are the same as those described in note 2.Note 22(e).)

127


Transactions between the film production and 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.

(a) Operating Segments

   Years Ended December 31, 
   2017   2016   2015 

Revenue(1)

      

Network business

      

IMAX DMR

  $108,853   $106,403   $107,089 

Joint revenue sharing arrangements – contingent rent

   70,444    73,500    81,396 

IMAX systems – contingent rent

   3,890    4,644    3,900 
  

 

 

   

 

 

   

 

 

 
   183,187    184,547    192,385 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems

   90,347    100,884    98,226 

Joint revenue sharing arrangements – fixed fees

   10,118    17,913    17,724 

Theater system maintenance

   45,383    40,430    36,944 

Other theater

   9,145    10,888    10,482 
  

 

 

   

 

 

   

 

 

 
   154,993    170,115    163,376 
  

 

 

   

 

 

   

 

 

 

New business(2)

   24,522    626    —   
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   10,382    8,873    7,069 

Film distribution

   2,790    5,254    3,876 

Other

   4,893    7,919    7,099 
  

 

 

   

 

 

   

 

 

 
   18,065    22,046    18,044 
  

 

 

   

 

 

   

 

 

 

Total

   $380,767    $377,334    $373,805 
  

 

 

   

 

 

   

 

 

 

Gross Margin

      

Network business

      

IMAX DMR(4)

  $71,789   $69,196   $77,645 

Joint revenue sharing arrangements – contingent rent(4)

   47,337    54,705    63,500 

IMAX systems – contingent rent

   3,890    4,644    3,900 
  

 

 

   

 

 

   

 

 

 
   123,016    128,545    145,045 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems(3) (4)

   57,734    55,448    55,265 

Joint revenue sharing arrangements – fixed fees(4)

   2,349    5,132    4,873 

Theater system maintenance(3)

   18,275    13,660    12,701 

Other theater

   1,965    1,930    2,105 
  

 

 

   

 

 

   

 

 

 
   80,323    76,170    74,944 
  

 

 

   

 

 

   

 

 

 

New business(2)

   (16,176   (2,199   —   
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   4,791    3,729    1,381 

Film distribution(4)

   (5,797   (3,909   (259

Other

   (911   342    (1,823
  

 

 

   

 

 

   

 

 

 
   (1,917   162    (701
  

 

 

   

 

 

   

 

 

 

Total

  $185,246   $202,678   $219,288 
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31, 
   2017   2016   2015 

Depreciation and amortization

      

Network business

      

IMAX DMR

  $15,779   $15,028   $14,330 

Joint revenue sharing arrangements - contingent rent

   19,092    16,724    14,443 

Theater business

      

IMAX systems

   3,551    4,165    5,685 

Theater system maintenance

   173    72    72 

New business(2)

   15,365    629    11 

Other

      

Film post-production

   1,845    2,769    1,465 

Film distribution

   2,128    1,444    2,129 

Other

   911    938    693 

Corporate and othernon-segment specific assets

   7,963    4,716    3,975 
  

 

 

   

 

 

   

 

 

 

Total

  $66,807   $46,485   $42,803 
  

 

 

   

 

 

   

 

 

 
   Years Ended December 31, 
   2017   2016   2015 

Asset impairments and write-downs, net of recoveries

      

Network business

      

Joint revenue sharing arrangements - contingent rent

  $944   $266   $528 

Theater business

      

IMAX systems

   2,930    916    2,298 

Theater system maintenance

   —      1,002    277 

New business(2)

   16,400    —      —   

Other

      

Film post-production

   —      223    —   

Film distribution

   5,865    3,020    —   

Corporate and othernon-segment specific assets

   3,429    513    622 
  

 

 

   

 

 

   

 

 

 

Total

  $29,568   $5,940   $3,725 
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31, 
   2017   2016   2015 

Purchase of property, plant and equipment

      

Network business

      

IMAX DMR

  $518   $1,121   $1,350 

Joint revenue sharing arrangements - contingent rent

   42,634    42,910    28,474 

Theater business

      

IMAX systems

   4,537    3,170    8,846 

Theater system maintenance

   206    481    555 

New business

   4,487    5,070    1,737 

Other

      

Film post-production

   810    1,746    16,337 

Film distribution

   —      21    830 

Other

   367    804    249 

Corporate and othernon-segment specific assets

   13,218    2,865    13,353 
  

 

 

   

 

 

   

 

 

 

Total

  $66,777   $58,188   $71,731 
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31 
   2017   2016 

Assets

    

Network business

    

IMAX DMR

  $42,067   $39,688 

Joint revenue sharing arrangements - contingent rent

   216,285    194,384 

IMAX systems - contingent rent

   457    573 

Theater business

    

IMAX systems

   224,424    216,931 

Joint revenue sharing arrangements - fixed fees

   7,997    10,174 

Theater system maintenance

   27,256    28,763 

Other theater

   1,564    429 

New business

   27,450    13,661 

Other

    

Film post-production

   34,480    35,865 

Film distribution

   9,444    21,059 

Other

   7,597    9,350 

Corporate and othernon-segment specific assets

   267,591    286,457 
  

 

 

   

 

 

 

Total

  $866,612   $857,334 
  

 

 

   

 

 

 

(1)The Company’s largest customer represents 13.2% of total revenues as at December 31, 2017 (2016 — 13.5%; 2015 — 16.0%).
(2)The performance of the new business segment for the year ended December 31, 2017, was mostly driven by the investment in, and the theatrical premiere of the television series “MarvelsInhumans”. Episodic revenue, cost of revenue and negative gross margin recognized for the year ended December 31, 2017, were $20.4 million, $33.4 million and $13.0 million, respectively. The loss recognized in 2017 includes an $11.7 million impairment and amortization of $13.3 million.
(3)

In 2017, the Company recorded a charge of $0.5 million (2016 — $0.5 million; 2015 — $0.6 million, respectively) in costs and expenses applicable to revenues, primarily for its film-based projector inventories. Specifically, IMAX systems includes an

inventory charge of $0.5 million (2016 — $0.2 million; 2015 — $0.5 million). Theater system maintenance includes inventory write-downs of $nil (2016 — $0.2 million; 2015 — less than $0.1 million).
(4)IMAX DMR segment margins include marketing costs of $15.4 million, $17.5 million and $13.3 million in 2017, 2016 and 2015, respectively. Joint revenue sharing arrangements segment margins include advertising, marketing, and commission costs of $4.5 million, $4.1 million and $4.3 million in 2017, 2016 and 2015, respectively. IMAX systems segment margins include marketing and commission costs of $3.5 million, $3.0 million and $3.0 million in 2017, 2016 and 2015, respectively. Film distribution segment margins include a marketing recovery of $0.7 million, $2.2 million and recovery of $0.1 million in 2017, 2016 and 2015, respectively.
(5)Goodwill is allocated on a relative fair market value basis to the IMAX systems segment, theater system maintenance segment and joint revenue sharing segment. There has been no change in the allocation of goodwill from the prior year.

(b)
Geographic Information

Revenue by geographic area is based on the location of the customer. Revenue related to the IMAX DMRFilm Remastering process is presented based upon the geographic location of the theatersIMAX System that exhibit there-mastered remastered films. IMAX DMRFilm Remastering 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.IMAX System.

The following table summarizes the Company’s revenues by geographic area for the years ended December 31, 2023, 2022, and 2021:

  Years Ended December 31, 

 

Years Ended December 31,

 

  2017   2016   2015 

Revenue

      

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

United States

  $135,153   $129,844   $136,017 

 

$

117,925

 

 

$

107,734

 

 

$

73,499

 

Greater China

   126,474    118,532    110,591 

 

 

91,901

 

 

 

73,330

 

 

 

112,801

 

Asia (excluding Greater China)

 

 

59,690

 

 

 

47,145

 

 

 

23,682

 

Western Europe

 

 

54,908

 

 

 

40,245

 

 

 

20,942

 

Latin America

 

 

13,788

 

 

 

9,418

 

 

 

3,601

 

Canada

   12,812    12,822    11,665 

 

 

18,746

 

 

 

7,550

 

 

 

3,266

 

Western Europe

   32,765    36,286    39,569 

Asia (excluding Greater China)

   35,896    35,283    38,143 

Russia & the CIS

   11,054    14,908    12,412 

Latin America

   10,963    12,191    10,179 

Rest of the World

   15,650    17,468    15,229 

 

 

17,881

 

 

 

15,383

 

 

 

17,092

 

  

 

   

 

   

 

 

Total

  $380,767   $377,334   $373,805 

 

$

374,839

 

 

$

300,805

 

 

$

254,883

 

  

 

   

 

   

 

 

No single country in the Rest of the World, Western Europe, Latin America, and Asia (excluding Greater China) classifications comprisecomprises more than 10% of total revenue.

The following table presents the breakdown of Property, Plant and Equipment by geography as of December 31, 2023 and 2022:

  As at December 31 

As of December 31,

 

  2017   2016 

Property, plant and equipment

    

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

United States

  $105,594   $104,083 

 

$

98,831

 

 

$

94,505

 

Greater China

   84,619    69,751 

 

 

72,492

 

 

 

86,665

 

Canada

   51,862    39,467 

 

 

37,877

 

 

 

36,385

 

Western Europe

   19,480    19,308 

 

 

12,763

 

 

 

20,132

 

Asia (excluding Greater China)

   8,793    8,460 

 

 

16,538

 

 

 

10,471

 

Rest of the World

   6,433    4,346 

 

 

4,798

 

 

 

4,738

 

  

 

   

 

 

Total

  $276,781   $245,415 

 

$

243,299

 

 

$

252,896

 

  

 

   

 

 

19.22. 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 accounts receivables$76.2 million balance of cash and financing receivables are subject to credit risk. The Company’s accounts receivable and financing receivables are concentrated withcash equivalents as of December 31, 2023 (December 31, 2022 — $97.4 million) includes $68.5 million in cash held outside of Canada (December 31, 2022 — $79.7 million), of which $30.0 million was held in the theater exhibition industry and film entertainment industry. To minimize the Company’s credit risk, the Company retains title to underlying theater systems leased, performs initial and ongoing credit evaluations of its customers and makes ongoing provisions for its estimate of potentially uncollectible amounts. The Company believes it has adequately provided for related exposures surrounding receivables and contractual commitments.PRC (December 31, 2022 — $43.7 million).

128


(b)
Fair Value Measurements

Disclosures

The carrying values of the Company’s cashCash and cash equivalents, accounts receivable, accounts payableCash Equivalents, Accounts Receivable, Accounts Payable, and accrued liabilitiesAccrued Liabilities due withinone-year one year approximate their fair values due to the short-term maturity of these instruments. TheIncluding these instruments, the Company’s other financial instruments at December 31, are comprisedconsist of the following:

 

As of December 31, 2023

 

 

As of December 31, 2022

 

(In thousands of U.S. Dollars)

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents(1)

 

$

76,200

 

 

$

76,200

 

 

$

97,401

 

 

$

97,401

 

Equity securities(2)

 

 

 

 

 

 

 

 

1,035

 

 

 

1,035

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Net financed sales receivables(3)

 

$

97,615

 

 

$

96,500

 

 

$

101,052

 

 

$

100,059

 

Net investment in sales-type leases(3)

 

 

29,539

 

 

 

28,751

 

 

 

28,332

 

 

 

27,972

 

Equity securities(1)

 

 

1,000

 

 

 

1,000

 

 

 

1,000

 

 

 

1,000

 

COLI(4)

 

 

3,522

 

 

 

3,522

 

 

 

3,398

 

 

 

3,398

 

Foreign exchange contracts — designated forwards(2)

 

 

819

 

 

 

819

 

 

 

(649

)

 

 

(649

)

Wells Fargo Credit Facility borrowings(1)

 

 

(24,000

)

 

 

(24,000

)

 

 

(25,000

)

 

 

(25,000

)

HSBC China Facility borrowings(1)

 

 

 

 

 

 

 

 

(12,496

)

 

 

(12,496

)

Bank of China Facility borrowings(1)

 

 

 

 

 

 

 

 

(374

)

 

 

(374

)

Federal Economic Development Loan(3)

 

 

(2,498

)

 

 

(2,498

)

 

 

(1,782

)

 

 

(1,782

)

Convertible Notes(5)

 

 

(230,000

)

 

 

(205,850

)

 

 

(230,000

)

 

 

(196,717

)

   As at December 31, 2017   As at December 31, 2016 
   Carrying
Amount
   Estimated
Fair Value
   Carrying
Amount
   Estimated
Fair Value
 

Cash and cash equivalents

  $158,725   $158,725   $204,759   $204,759 

Net financed sales receivable

  $122,259   $122,918   $114,041   $115,014 

Net investment in sales-type leases

  $7,235   $7,409   $8,084   $8,372 

Convertible loan receivable

  $1,500   $1,500   $1,000   $1,000 

Available-for-sale investment

  $2,016   $2,016   $1,000   $1,007 

Foreign exchange contracts — designated forwards

  $1,425   $1,425   $(296  $(296

Borrowings under the Playa Vista Loan

  $(25,667  $(25,667  $(27,667  $(27,667

Cash and cash equivalents are comprised of cash and interest-bearing investments with original maturity dates to the Company of 90 days or less. Cash and cash equivalents are recorded

(1)
Recorded at cost, which approximates fair value.
(2)
Fair value (Level 1 inputis determined using quoted prices in accordance with the active markets.
(3)
Fair Value Measurements Topic of the FASB ASC hierarchy) as at December 31, 2017 and 2016, respectively.

The estimated fair values of the net financed sales receivable and net investment in sales-type leases arevalue is estimated based on discounting future cash flows at currently available interest rates with comparable terms (Level 2 input in accordance with the terms.

(4)
Measured at cash surrender value, which approximates fair value.
(5)
Fair Value Measurements Topic of the FASB ASC hierarchy) as at December 31, 2017 and 2016, respectively.

The fair value of the Company’savailable-for-sale investment is determined using quoted market prices in active markets (Level 2 input in accordance with the Fair Value Measurements Topic of the FASB ASC hierarchy) as at December 31, 2017 and 2016, respectively.

The estimated fair value of the Company’s convertible loan receivable is based on discounting future cash flow at currently available interest rates with comparable terms as at December 31, 2017 and 2016, respectively (Level 2 input in accordance with the Fair Value Measurements Topic of the FASB ASC hierarchy).

The fair value of foreign currency derivativesthat are determined using quoted prices in active markets (Level 2 input in accordance with the Fair Value Measurements Topic of the FASB ASC hierarchy) as at December 31, 2017 and 2016, respectively. These identical instruments are traded on a closed exchange.

The carrying value of borrowings under the Playa Vista Loan approximates fair value as the interest rates offered under the loan are close to December 31, 2017 market rates for the Company for debt of the same remaining maturities (Level 2 input in accordance with the Fair Value Measurements Topic of the FASB ASC hierarchy) as at December 31, 2017.

There were no significant transfers between Level 1 and Level 2 during the year ended December 31, 2017 or 2016. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

There were no transfers in or out of the Company’s Level 3 assets during the year ended December 31, 2017.

(c) Financing Receivables

The Company’s net investment in leases and its net financed sale receivables are subject to the disclosure requirements of ASC 310 “Receivables”. Due to differing risk profiles of its net investment in leases and its net financed sales receivables, the Company views its net investment in leases and its net financed sale receivables as separate classes of financing receivables. The Company does not aggregate financing receivables to assess impairment.

The Company monitors the credit quality of each customer on a frequent basis through collections and aging analyses. The Company also holds meetings monthly in order to identify credit concerns and whether a change in credit quality classification is required for the customer. A customer may improve in their credit quality classification once a substantial payment is made on overdue balances or the customer has agreed to a payment plan with the Company and payments have commenced in accordance to the payment plan. The change in credit quality indicator is dependent upon management approval.

The Company classifies its customers into four categories to indicate the credit quality worthiness of its financing receivables for internal purposes only:

Good standing — Theater continues to be in good standing with the Company as the client’s payments and reporting areup-to-date.

Credit Watch — Theater operator has begun to demonstrate a delay in payments, and has been placed on the Company’s credit watch list for continued monitoring, but active communication continues with the Company. Depending on the size of outstanding balance, length of time in arrears and other factors, transactions may need to be approved by management. These financing receivables are considered to be in better condition than those receivables related to theatersobservable in the“Pre-approved transactions” category, but not in as good of condition as those receivables in “Good standing.”

Pre-approved transactions only — Theater operator is demonstrating a delay in payments with little market or no communication with the Company. All service or shipments to the theater must be reviewed and approved by management. These financing receivables are considered to be in better condition than those receivables related to theaters in the “All transactions suspended” category, but not in as good of condition as those receivables in “Credit Watch.” Depending on the individual facts and circumstances of each customer, finance income recognition may be suspended if management believes the receivable to be impaired.

All transactions suspended — Theater is severely delinquent,non-responsive or not negotiating in good faith with the Company. Once a theater is classified as “All transactions suspended” the theater is placed on nonaccrual status and all revenue recognitions related to the theater are stopped.

The following table discloses the recorded investment in financing receivables by credit quality indicator:

   As at December 31, 2017   As at December 31, 2016 
   Minimum
Lease
Payments
   Financed
Sales
Receivables
   Total   Minimum
Lease
Payments
   Financed
Sales
Receivables
   Total 

In good standing

  $6,265   $118,060   $124,325   $7,741   $111,568   $119,309 

Credit Watch

   568    2,926    3,494    —      1,514    1,514 

Pre-approved transactions

   557    1,003    1,560    —      842    842 

Transactions suspended

   —      1,192    1,192    1,015    611    1,626 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $7,390   $123,181   $130,571   $8,756   $114,535   $123,291 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

While recognition of finance income is suspended, payments received by 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.

The Company’s investment in financing receivables on nonaccrual status is as follows:

   As at December 31, 2017   As at December 31, 2016 
   Recorded
Investment
   Related
Allowance
   Recorded
Investment
   Related
Allowance
 

Net investment in leases

  $—     $—     $1,015   $(672

Net financed sales receivables

   1,192    (922   611    (494
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,192   $(922  $1,626   $(1,166
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company considers financing receivables with aging between60-89 days as indications of theaters with potential collection concerns. The Company will begin to focus its review on these financing receivables and increase its discussions internally and with the theater regarding payment status. Once a theater’s aging exceeds 90 days, the Company’s policy is to review and assess collectability on the theater’s past due accounts. Over 90 days past due is used by the Company as an indicator of potential impairment as invoices up to 90 days outstandingthat could be considered reasonable due to the time required for dispute resolution or for the provision of further information or supporting documentation to the customer.

The Company’s aged financing receivables are as follows:

   As at December 31, 2017 
   Accrued
and
Current
   30-89 Days   90+ Days   Billed
Financing
Receivables
   Related
Unbilled
Recorded
Investment
   Total
Recorded
Investment
   Related
Allowances
  Recorded
Investment
Net of
Allowances
 

Net investment in leases

  $103   $74   $376   $553   $6,837   $7,390   $(155 $7,235 

Net financed sales receivables

   3,285    1,399    3,763    8,447    114,734    123,181    (922  122,259 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $3,388   $1,473   $4,139   $9,000   $121,571   $130,571   $(1,077 $129,494 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 
   As at December 31, 2016 
   Accrued
and
Current
   30-89 Days   90+ Days   Billed
Financing
Receivables
   Related
Unbilled
Recorded
Investment
   Total
Recorded
Investment
   Related
Allowances
  Recorded
Investment
Net of
Allowances
 

Net investment in leases

  $28   $159   $781   $968   $7,788   $8,756   $(672 $8,084 

Net financed sales receivables

   2,393    1,724    2,368    6,485    108,050    114,535    (494  114,041 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $2,421   $1,883   $3,149   $7,453   $115,838   $123,291   $(1,166 $122,125 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

The Company’s recorded investment in past due financing receivables for which the Company continues to accrue finance income is as follows:

   As at December 31, 2017 
   Accrued
and
Current
   30-89 Days   90+ Days   Billed
Financing
Receivables
   Related
Unbilled
Recorded
Investment
   Related
Allowance
   Recorded
Investment
Past Due
and Accruing
 

Net investment in leases

  $68   $70   $376   $514   $2,287   $—     $2,801 

Net financed sales receivables

   1,165    743    3,363    5,271    27,430    —      32,701 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,233   $813   $3,739   $5,785   $29,717   $—     $35,502 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   As at December 31, 2016 
   Accrued
and
Current
   30-89 Days   90+ Days   Billed
Financing
Receivables
   Related
Unbilled
Recorded
Investment
   Related
Allowance
   Recorded
Investment
Past Due
and Accruing
 

Net investment in leases

  $—     $54   $244   $298   $1,646   $—     $1,944 

Net financed sales receivables

   284    634    1,854    2,772    20,147    —      22,919 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $284   $688   $2,098   $3,070   $21,793   $—     $24,863 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The Company considers financing receivables to be impaired when it believes it to be probable that it will not recover the full amount of principal or interest owing under the arrangement. The Company uses its knowledge of the industry and economic trends, as well as its prior experiences to determine the amount recoverable for impaired financing receivables. The following table discloses information regarding the Company’s impaired financing receivables:

   Impaired Financing Receivables
For the Year Ended December 31, 2017
 
   Recorded
Investment
   Unpaid
Principal
  ��Related
Allowance
  Average
Recorded
Investment
   Interest
Income
Recognized
 

With an allowance recorded:

         

Net investment in leases

  $—     $—     $—    $—     $—   

Net financed sales receivables

   1,050    142    (922  684    89 

With no related allowance recorded:

         

Net investment in leases

   —      —      —     —      —   

Net financed sales receivables

   —      —      —     —      —   

Total:

         
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net investment in leases

  $—     $—     $—    $—     $—   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net financed sales receivables

  $1,050   $142   $(922 $684   $89 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
   Impaired Financing Receivables
For the Year Ended December 31, 2016
 
   Recorded
Investment
   Unpaid
Principal
   Related
Allowance
  Average
Recorded
Investment
   Interest
Income
Recognized
 

With an allowance recorded:

         

Net investment in leases

  $—     $—     $—    $—     $—   

Net financed sales receivables

   525    75    (494  637    —   

With no related allowance recorded:

         

Net investment in leases

   —      —      —     —      —   

Net financed sales receivables

   —      —      —     —      —   

Total:

         
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net investment in leases

  $—     $—     $—    $—     $—   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net financed sales receivables

  $525   $75   $(494 $637   $—   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

The Company’s activity in the allowance for credit losses for the period and the Company’s recorded investment in financing receivables is as follows:

   Year Ended December 31, 2017 
   Net Investment
in Leases
   Net Financed
Sales Receivables
 

Allowance for credit losses:

    

Beginning balance

  $672   $494 

Charge-offs

   (517   (67

Recoveries

   —      —   

Provision

   —      495 
  

 

 

   

 

 

 

Ending balance

  $155   $922 
  

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $155   $922 
  

 

 

   

 

 

 

Financing receivables:

    

Ending balance: individually evaluated for impairment

  $7,390   $123,181 
  

 

 

   

 

 

 
   Year Ended December 31, 2016 
   Net Investment
in Leases
   Net Financed
Sales Receivables
 

Allowance for credit losses:

    

Beginning balance

  $672   $568 

Charge-offs

   —      —   

Recoveries

   —      (74

Provision

   —      —   
  

 

 

   

 

 

 

Ending balance

  $672   $494 
  

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $672   $494 
  

 

 

   

 

 

 

Financing receivables:

    

Ending balance: individually evaluated for impairment

  $8,756   $114,535 
  

 

 

   

 

 

 

(d) derived from observable market data.

(c)
Foreign Exchange Risk Management

The Company is exposed to market risk from changes in foreign currency rates.

A majority portion of the Company’s revenues is denominated in U.S. dollarsDollars while a substantialsignificant portion of its costs and expenses is denominated in Canadian dollars.Dollars. A portion of the Company’s net U.S. dollarDollar cash flows of the Company is periodically converted to Canadian dollarsDollars to fund Canadian dollarDollar expenses through the spot market. In China and Japan, the Company has ongoing operating expenses related to its operations in Chinese RenminbiRMB and Japanese yen,Yen, respectively. Net cash flows are converted to and from U.S. dollarsDollars through the spot market. The Company also has cash receipts under leases denominated in Chinese Renminbi,RMB, Japanese yen,Yen, Canadian dollarsDollars, and Euros which are converted to U.S. dollarsDollars through the spot market. In addition, because IMAX films generatebox-office box office in 7590 different countries, unfavourableunfavorable exchange rates between applicable local currencies and the U.S. dollar affectDollar could have an impact on box office receipts and the Company’s reported grossbox-officerevenues and revenues, further impacting the Company’s results of operations. The Company’s policy is to not use any financial instruments for trading or other speculative purposes.

129


The Company has entered into a series of foreign currency forward contracts to manage the Company’s 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 atas of December 31, 20172023 (the “Foreign Currency Hedges”), with settlement dates throughout 20182024 and 2019.2025. Foreign currency derivatives are recognized and

measured in the balance sheetConsolidated Balance Sheets at fair value. Changes in the fair value (gains(i.e., gains or losses) are recognized in the consolidated statementConsolidated Statements of operationsOperations 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 incomeAccumulated Other Comprehensive Loss and reclassified to the consolidated statementConsolidated Statements of operationsOperations when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the consolidated statementConsolidated Statements of operations. The Company currently does not hold any derivatives which are not designated as hedging instruments and therefore no gain or loss pertaining to an ineffective portion has been recognized.Operations.

The following tabular disclosures reflect the impact that derivative instruments and hedging activities have on the Company’s consolidated financial statements:Consolidated Financial Statements:

Notional value of foreign exchange contracts:contracts:

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

$

40,563

 

 

$

24,707

 

   As at December 31, 
   2017   2016 

Derivatives designated as hedging instruments:

    

Foreign exchange contracts — Forwards

  $35,170   $37,825 
  

 

 

   

 

 

 

Fair value of derivatives in foreign exchange contracts:contracts:

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

Balance Sheet Location

 

2023

 

 

2022

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

Other assets

 

$

846

 

 

$

50

 

 

Accrued and other liabilities

 

 

(27

)

 

 

(699

)

 

 

 

$

819

 

 

$

(649

)

      As at December 31, 
   

Balance Sheet Location

  2017   2016 

Derivatives designated as hedging instruments:

      

Foreign exchange contracts — Forwards

  

Other assets

  $1,447   $480 
  

Accrued and other liabilities

   (22   (776
    

 

 

   

 

 

 
    $1,425   $(296
    

 

 

   

 

 

 

Derivatives in Foreign Currency Hedgingforeign currency hedging relationships are as follows:follows:

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

 

2023

 

 

2022

 

 

2021

 

Foreign exchange contracts

 

Derivative Gain (Loss)

 

 

 

 

 

 

 

 

 

— Forwards

 

Recognized in OCI

 

 

 

 

 

 

 

 

 

 

(Effective Portion)

 

$

575

 

 

$

(1,323

)

 

$

468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Location of Derivative (Loss) Gain

 

 

 

 

 

 

 

 

 

 

Reclassified from AOCI

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

(Effective Portion)

 

2023

 

 

2022

 

 

2021

 

Foreign exchange contracts

 

Selling, general and

 

 

 

 

 

 

 

 

 

 

administrative expenses

 

$

(892

)

 

$

(596

)

 

$

1,707

 

Non-designated derivatives in foreign currency relationships are as follows:

      Years Ended December 31, 
      2017   2016   2015 

Foreign exchange contracts - Forwards

   
Derivative Gain (Loss) 
in OCI (Effective Portion)

 
 $2,545   $1,049   $(5,881
   

 

 

   

 

 

   

 

 

 
   $2,545   $1,049   $(5,881
   

 

 

   

 

 

   

 

 

 
   Location of Derivative Gain (Loss)            
   Reclassified from AOCI  Years Ended December 31, 
   into Income (Effective Portion)  2017   2016   2015 

Foreign exchange contracts - Forwards

   Selling, general and administrative expenses  $824   $(3,078  $(3,217
   

 

 

   

 

 

   

 

 

 
   $824   $(3,078  $(3,217
   

 

 

   

 

 

   

 

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

 

2023

 

 

2022

 

 

2021

 

Foreign exchange contracts

 

Derivative Gain Reclassified

 

 

 

 

 

 

 

 

 

— Forwards

 

From AOCI

 

 

 

 

 

 

 

 

 

 

(Ineffective Portion)

 

$

 

 

$

 

 

$

(318

)

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

Location of Derivative Gain

 

2023

 

 

2022

 

 

2021

 

Foreign exchange contracts

 

Selling, general and

 

 

 

 

 

 

 

 

 

— Forwards

 

administrative expenses

 

$

 

 

$

 

 

$

398

 

130


The Company’s estimated net amount of the existing gainsgain as atof December 31, 20172023 is $1.2$0.6 million, which is expected to be reclassified to earnings within the next twelve months.

(e)

(d)
Investments in New Business Ventures

Equity Securities

The Company accounts for investments in new business ventures using the guidance of the FASB ASC 323 and the FASB ASC 320, as appropriate.

As atof December 31, 2017,2023, the equity method of accounting is being utilized for investments with a total carrying value of $nilConsolidated Balance Sheets includes $nil (December 31, 20162022$nil). The Company’s accumulated losses in excess$1.0 million) of its equity investment were $2.0 million as at December 31, 2017 (December 31, 2016 — $0.5 million), and are classified in Accrued and other liabilities. For the year ended December 31, 2017, gross revenues, cost of revenue and net loss for the investment were $2.5 million, $3.9 million and $2.5 million, respectively (2016 — $0.6 million, $6.8 million, and $6.2 million, respectively). The Company has determined it is not the primary beneficiary of this VIE, and therefore this entity has not been consolidated. In 2016, the Company issued a convertible loan of $1.0 million to this entity with a term of 3 years with an annual effective interest rate of 5.0%. In 2017, the Company issued an additional $0.5 million under this existing convertible loan. The instrument is classified as anavailable-for-sale investment due to certain features that allow for conversion to common stock in the entity in the event of certain triggers occurring.

In addition, the Company has an investment in preferred stock of another business venture of $1.5 million which meets the criteria for classification as a debt security under the FASB ASC 320 and is recorded at a fair value of $nil at December 31, 2017 (December 31, 2016 — $nil). This investment was classified as anavailable-for-sale investment.

Furthermore, the Company has an investment of $1.0 million (December 31, 2016 — $1.0 million) in the shares of an exchange traded fund. This investmentfund which is also classified as anavailable-for-sale investment. investment in equity securities.

For the year endedAs of December 31, 2017,2023, the Company held investments with a total value of $3.5 million 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$1.0 million atas of December 31, 20172023 (December 31, 20162022$nil).

The total carrying value of investments in new business ventures at December 31, 2017 and 2016 is $3.5 million and $2.0 million, respectively,$1.0 million) and is recorded in Other Assets.

(e) Interest in Film

20.In 2022, IMAX (Shanghai) Culture and Technology Co., Ltd, a wholly-owned subsidiary of IMAX China, entered into a joint film investment agreement with Wanda Film (Horgos) Co. Ltd. to invest RMB 30.0 million ($4.7 million) in the movie Mozart from Space, which was released on July 15, 2022. Pursuant to the investment agreement, IMAX (Shanghai) Culture and Technology Co., Ltd. has the right to receive a share of the profits or losses of the film distribution. IMAX (Shanghai) Culture and Technology Co., Ltd.’s commitment is limited to its investment and has no further obligation if the actual movie production cost exceeds the original budget. The investment meets the criteria for classification as a financial asset. The investment is measured at amortized cost less impairment losses and is recorded within Other Assets in the Consolidated Balance Sheets.

In 2022, the Company recognized a full impairment of its RMB 30.0 million ($4.5 million) investment in Mozart from Space based on projected box office results and distribution costs.

No contributions to film investments were made in 2023.

23. Employee’s Pension and Postretirement Benefits

(a)
Defined Benefit Plan

The Company has an unfunded U.S. defined benefit pension plan, the SERP,Supplemental Executive Retirement Plan (the “SERP”), covering its CEO, Richard L. Gelfond, Chief Executive Officer (“CEO”) of the Company. The SERP provides for a lifetime retirement benefit from age 55 determined as 75% of Mr. Gelfond’s best average 60 consecutive months of earnings over his employment history. The benefits were 50% vested as at July 2000, the SERP initiation date. The vesting percentage increased on a straight-line basis from inception until age 55. The benefits of Mr. Gelfond are 100% vested. Upon a termination for cause, prior to a change of control, Mr. Gelfond shall forfeit any and all benefits to which he may have been entitled, whether or not vested.

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 8, 2016,September 19, 2022, the term of Mr. Gelfond’s employment was extended through December 31, 2019,2025, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of his employment agreement, as amended, the arrangement, no compensation earned beginning in 2011 is included in calculating his entitlementtotal benefit payable to Mr. Gelfond under the SERP.SERP is fixed at $20.3 million.

The following assumptions were used to determineAs of December 31, 2023 and 2022, the obligation and cost of the Company’s SERP at the plan measurement dates:

   As at December 31, 
   2017  2016  2015 

Discount rate

   2.22  2.18  1.34

Lump sum interest rate:

    

First 20 years

   2.39  1.87  2.82

Thereafter

   2.60  2.37  2.95

Cost of living adjustment on benefits

   1.20  1.20  1.20

The amounts accrued for the SERP are determined as follows:

   Years Ended December 31, 
   2017   2016 

Projected benefit obligation:

    

Obligation, beginning of year

  $19,580   $19,478 

Interest cost

   427    261 

Actuarial gain

   (1,004   (159
  

 

 

   

 

 

 

Obligation, end of year and unfunded status

  $19,003   $19,580 
  

 

 

   

 

 

 

The following table provides disclosure of the pension benefit obligation recorded in the consolidated balance sheets:

   As at December 31, 
   2017   2016 

Accrued benefits cost

  $(19,003  $(19,580

Accumulated other comprehensive loss

   161    1,165 
  

 

 

   

 

 

 

Net amount recognized in the consolidated balance sheets

  $(18,842  $(18,415
  

 

 

   

 

 

 

The following table provides disclosure of pension expense for the SERP for the years ended December 31:

   Years ended December 31, 
   2017   2016   2015 

Interest cost

  $427   $261   $253 
  

 

 

   

 

 

   

 

 

 

Pension expense

  $427   $261   $253 
  

 

 

   

 

 

   

 

 

 

The accumulatedprojected benefit obligation for SERP are as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Projected benefit obligation:

 

 

 

 

 

 

Obligation, beginning of period

 

$

17,315

 

 

$

20,056

 

Interest cost

 

 

788

 

 

 

160

 

Actuarial loss (gain)

 

 

75

 

 

 

(2,901

)

Obligation, end of period and unfunded status

 

$

18,178

 

 

$

17,315

 

As of December 31, 2023, 2022, and 2021, the following amounts related to the SERP was $19.0 million at December 31, 2017 (2016 — $19.6 million).

The following amounts were included in accumulated other comprehensive incomerecorded on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Loss and will be recognized as components of net periodic benefit cost in future periods:

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

 

2021

 

Unrealized actuarial gain

 

$

 

(2,889

)

 

$

 

(3,580

)

 

$

 

(679

)

Unamortized prior service cost

 

 

 

 

 

 

 

 

 

 

 

184

 

Net periodic benefit costs to be recognized in future periods

 

$

 

(2,889

)

 

$

 

(3,580

)

 

$

 

(495

)

131


For the years ended December 31, 2023, 2022, and 2021, the components of pension expense related to the SERP were as follows:

 

 

Years ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Interest cost

 

$

 

788

 

 

$

 

160

 

 

$

 

72

 

Amortization of prior service cost

 

 

 

 

 

 

 

184

 

 

 

 

185

 

Amortization of actuarial gain

 

 

 

(616

)

 

 

 

 

 

 

 

 

Pension expense

 

$

 

172

 

 

$

 

344

 

 

$

 

257

 

The following assumptions were used to determine the SERP obligation and any related costs as of and for the years ended December 31, 2023, 2022, and 2021:

 

 

As of December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Discount rate

 

 

4.42

%

 

 

4.55

%

 

 

0.80

%

Lump sum interest rate:

 

 

 

 

 

 

 

 

 

First 25 years

 

N/A

 

 

N/A

 

 

N/A

 

First 20 years

 

N/A

 

 

N/A

 

 

N/A

 

Thereafter

 

N/A

 

 

N/A

 

 

N/A

 

Cost of living adjustment on benefits

 

N/A

 

 

N/A

 

 

N/A

 

   As at December 31, 
   2017   2016   2015 

Unrealized actuarial loss

  $161   $1,165   $1,323 
  

 

 

   

 

 

   

 

 

 

No contributions were made for the SERP during 2017.2023. The Company expects interest costs of $0.4$0.8 million to be recognized as a component of net periodic benefitpension cost in 2018.

The following benefit payments are expected to be made as perfor the current SERP assumptions and the terms of the SERP in each of the next five years, and in the aggregate:year ended December 31, 2024.

2018

  $—   

2019

   —   

2020

   20,076 

2021

   —   

2022

   —   

Thereafter

   —   
  

 

 

 
  $20,076 
  

 

 

 

(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%5% of their base salary subject to certain prescribed maximums. During 2017,2023, the Company contributed and expensed an aggregaterecorded expense of $1.2$1.2 million (2016(2022$1.2$1.1 million; 20152021$1.1$1.1 million) to its Canadian plan and an aggregate of $0.7$0.8 million (2016(2022$0.6$0.7 million; 20152021$0.4$0.5 million) to its defined contribution employee pension plan under Section 401(k) of the U.S. Internal Revenue Code.

The Company also maintains a deferred compensation plan (the “Retirement Plan”) covering Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The Company has agreed to make a total contribution of $3.2 million over Mr. Foster’s employment term. The Retirement Plan is subject to a vesting schedule based on continued employment with the Company, such that 25% will vest July 2019; 50% will vest July 2022; 75% will vest July 2025; and Mr. Foster will be 100% vested in July 2027. During the year the Company contributed and expensed an aggregate of $0.7 million (2016 — $0.5 million) to this Retirement Plan. The Company expects to contribute and expense $0.7 million in 2018. As at December 31, 2017, the Company had an unfunded benefit obligation recorded of $1.0 million (December 31, 2016 — $0.5 million).

(c)
Postretirement Benefits - Executives

The Company has an unfunded postretirement plan for Messrs.Mr. Gelfond and Bradley J. Wechsler, former Chairman of the Company’s Board of Directors.Directors (the “Executive Postretirement Benefit Plan”). The planExecutive Postretirement Benefit Plan provides that the Company will maintain health benefits for Messrs. Gelfond and Wechsler until they become eligible for Medicare and, thereafter, the Company will provide Medicare supplemental coverage as selected by Messrs. 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 is providing him with Medicare supplemental coverage or its equivalent value.

As of December 31, 2023 and 2022, the Company’s Consolidated Balance Sheets include the following amounts within Accrued and Other Liabilities related to the Executive Postretirement Benefit Plan:

The amounts accrued for

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Projected benefit obligation:

 

 

 

 

 

 

 

 

Obligation, beginning of year

 

$

 

457

 

 

$

 

662

 

Interest cost

 

 

 

23

 

 

 

 

18

 

Benefits paid

 

 

 

(10

)

 

 

 

(8

)

Actuarial loss (gain)

 

 

 

37

 

 

 

 

(215

)

Obligation, end of year and unfunded status

 

$

 

507

 

 

$

 

457

 

132


For the plan are determinedyears ended December 31, 2023, 2022, and 2021, the components of pension expense related to the Executive Postretirement Benefit Plan were as follows:

   As at December 31, 
   2017   2016 

Obligation, beginning of year

  $647   $763 

Interest cost

   26    31 

Benefits paid

   (21   (33

Actuarial loss (gain)

   46    (114
  

 

 

   

 

 

 

Obligation, end of year

  $698   $647 
  

 

 

   

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Interest cost

 

$

23

 

 

$

18

 

 

$

16

 

Amortization of actuarial gain

 

 

(65

)

 

 

 

 

 

 

Pension expense

 

$

(42

)

 

$

18

 

 

$

16

 

TheAs of December 31, 2023, 2022, and 2021, the following details the net cost components, allamounts related to continuing operations, and underlying assumptions of postretirement benefits other than pensions:

   Years Ended December 31, 
   2017   2016   2015 

Interest cost

  $26   $31   $30 

Amortization of actuarial loss

   —      69    135 
  

 

 

   

 

 

   

 

 

 
  $26   $100   $165 
  

 

 

   

 

 

   

 

 

 

The following amountsthe Executive Postretirement Benefit Plan were included in accumulated other comprehensive incomerecorded on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Loss and will be recognized as components of net periodic benefitpension cost in future periods:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Unrealized actuarial gain

 

$

(140

)

 

$

(242

)

 

$

(27

)

   As at December 31, 
   2017   2016   2015 

Unrealized actuarial loss (gain)

  $9   $(37  $146 
  

 

 

   

 

 

   

 

 

 

WeightedAs of December 31, 2023, 2022, and 2021, the weighted average assumptions used to determine the benefit obligation are:related to the Executive Postretirement Benefit Plan are as follows:

 

 

As of December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Discount rate

 

 

4.80

%

 

 

5.01

%

 

 

2.71

%

   As at December 31, 
   2017  2016  2015 

Discount rate

   3.55  4.10  4.20

WeightedFor the years ended December 31, 2023, 2022, and 2021, the weighted average assumptionassumptions used to determine the net postretirement benefit expense are:related to the Executive Postretirement Benefit Plan are as follows:

   Years Ended December 31, 
   2017  2016  2015 

Discount rate

   4.10  4.20  3.70

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Discount rate

 

 

5.01

%

 

 

2.71

%

 

 

2.36

%

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:years and thereafter following the December 31, 2023 balance sheet date:

(In thousands of U.S. Dollars)

 

 

 

 

2024

 

$

 

10

 

2025

 

 

 

11

 

2026

 

 

 

23

 

2027

 

 

 

25

 

2028

 

 

 

27

 

Thereafter

 

 

 

914

 

Total

 

$

 

1,010

 

2018

  $24 

2019

   26 

2020

   33 

2021

   37 

2022

   40 

Thereafter

   538 
  

 

 

 

Total

  $698 
  

 

 

 

(d)
Postretirement Benefits – Canadian Employees

The Company has an unfunded postretirement plan for its Canadian employees upon meeting specific eligibility requirements.requirements (the “Canadian Postretirement Benefit Plan”). The Company will provide eligible participants, upon retirement, with health and welfare benefits.

133


As of December 31, 2023 and 2022, the Company’s Consolidated Balance Sheets include the following amounts within Accrued and Other Liabilities related to the Canadian Postretirement Benefit Plan:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

Projected benefit obligations:

 

 

 

 

 

 

 

 

Obligation, beginning of year

 

$

 

976

 

 

$

 

1,702

 

Interest cost

 

 

 

48

 

 

 

 

46

 

Benefits paid

 

 

 

(140

)

 

 

 

(155

)

Actuarial loss (gain)(1)

 

 

 

 

 

 

 

(539

)

Unrealized foreign exchange loss (gain)

 

 

 

98

 

 

 

 

(78

)

Obligation, end of year and unfunded status

 

$

 

982

 

 

$

 

976

 

_____________________

(1)
In 2023, the actuarial loss was $nil.

For the years ended December 31, 2023, 2022, and 2021, the components of pension expense related to the Canadian Postretirement Benefit Plan were as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Interest cost

 

$

48

 

 

$

46

 

 

$

42

 

Amortization of actuarial gain

 

 

(18

)

 

 

 

 

 

 

Pension expense

 

$

30

 

 

$

46

 

 

$

42

 

The amounts accruedCompany expects interest costs of less than $0.1 million to be recognized as a component of benefit cost for the plan are determined as follows:year ended December 31, 2024.

   As at December 31, 
   2017   2016 

Obligation, beginning of year

  $1,745   $1,778 

Interest cost

   65    68 

Benefits paid

   (79   (88

Actuarial gain

   (171   (70

Unrealized foreign exchange loss

   118    57 
  

 

 

   

 

 

 

Obligation, end of year

  $1,678   $1,745 
  

 

 

   

 

 

 

TheAs of December 31, 2023, 2022, and 2021, the following details the net cost components, allamounts related to continuing operations, and underlying assumptions of postretirement benefits other than pensions:

   Years Ended December 31, 
   2017   2016   2015 

Interest cost

  $65   $68   $71 

Service cost

   —      —      1 
  

 

 

   

 

 

   

 

 

 
  $65   $68   $72 
  

 

 

   

 

 

   

 

 

 

The following amountsthe Canadian Postretirement Benefit Plan were included in accumulated other comprehensive incomerecorded on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Loss and will be recognized as components of net periodic benefitpension cost in future periods:

   As at December 31, 
   2017   2016   2015 

Unrealized actuarial loss

  $182   $353   $423 
  

 

 

   

 

 

   

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2023

 

 

2022

 

 

2021

 

Unrealized actuarial (gain) loss

 

$

(336

)

 

$

(354

)

 

$

185

 

The Company expects interest costs of $0.1 million to be recognized as a component of net periodic benefit cost in 2018.

WeightedAs December 31, 2023, 2022, and 2021, the weighted average assumptions used to determine the benefit obligation are:related to the Canadian Postretirement Benefit Plan are as follows:

   As at December 31, 
   2017  2016  2015 

Discount rate

   3.35  3.65  3.75

 

 

As of December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Discount rate

 

 

4.60

%

 

 

5.00

%

 

 

2.80

%

WeightedFor the years ended December 31, 2023, 2022, and 2021, the weighted average assumptions used to determine the net postretirement benefit expense are:related to the Canadian Postretirement Benefit Plan are as follows:

   Years Ended December 31, 
   2017  2016  2015 

Discount rate

   3.65  3.75  3.75

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Discount rate

 

 

5.00

%

 

 

2.80

%

 

 

2.30

%

134


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:years and thereafter following the December 31, 2023 balance sheet date:

(In thousands of U.S. Dollars)

 

 

 

2024

 

$

96

 

2025

 

 

97

 

2026

 

 

90

 

2027

 

 

88

 

2028

 

 

88

 

Thereafter

 

 

1,020

 

Total

 

$

1,479

 

(e)
Deferred Compensation Benefit Plan

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.

2018

  $98 

2019

   105 

2020

   111 

2021

   114 

2022

   116 

Thereafter

   1,134 
  

 

 

 

Total

  $1,678 
  

 

 

 

21.Non-Controlling InterestsAs of December 31, 2023, the benefit obligation related to the Retirement Plan was $4.1 million (December 31, 2022 — $3.9 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 Expense.

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, 2023, fair value of the COLI asset was $3.5 million (December 31, 2022 — $3.4 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).

24. Government Assistance

(a) IMAX ChinaNon-Controlling Interest
COVID-19 Relief

For the year ended December 31, 2023, the Company did not recognize any benefits from COVID relief legislation.

In 2015, During the year ended December 31, 2022, the Company applied for and received financial support under COVID relief legislation that had been enacted in the countries in which it operates. The Company recognized $0.4 million (2021 — $3.8 million) in benefits principally from the Hardest-Hit Businesses Recovery program, and recorded such amounts as reductions to Selling, General and Administrative Expenses ($0.3 million) and Costs and Expenses Applicable to Revenues ($0.1 million).

For the year ended December 31, 2021, the Company recognized $3.8 million in benefits from various COVID-19 government relief programs, principally the Canada Emergency Wage Subsidy program, which expired in October 2021. The Company recognized these benefits as a reduction to Selling, General and Administrative Expenses ($2.9 million) and to Costs and Expenses Applicable to Revenues ($0.9 million).

(b)
Federal Economic Development Loan

Refer to Note 14, Borrowings.

(c)
China Grant

IMAX China completedreceives local district grants primarily related to taxes paid, including corporate income taxes, value-added taxes, individual income taxes, and withholding taxes for dividends and/or cross-border activities. Government grants are recognized in the period the costs were incurred.

135


For the year ended December 31, 2023, $5.4 million was recognized primarily as a reduction in Costs and Expenses Applicable to Revenues and Income Tax Expense. The impact to net income attributable to common shareholders was $3.4 million.

For the years ended December 2022 and 2021, $1.3 million and $2.7 million was recognized primarily as a reduction in Costs and Expenses Applicable to Revenues and Income Tax Expense, respectively. The impact to net income attributable to common shareholders of $0.8 million and $1.7 million for the years ended December 2022 and 2021, respectively.

25. Non-Controlling Interests

(a)
IMAX China IPO. Following the IMAX China IPO,Non-Controlling Interest

As of December 31, 2023, the Company continues to indirectly own approximately 67.93%owns 71.55% of IMAX China, whichwhose shares trade on the Hong Kong Stock Exchange (December 31, 2022 — 71.73%). IMAX China remains a consolidated subsidiary of the Company.

The following summarizes the movementbalance of thenon-controlling interest in temporary equity, inIMAX China as of December 31, 2023 is $71.8 million (December 31, 2022 — $65.7 million). The net income attributable to non-controlling interest of IMAX China for the year ended December 31, 2023 is $7.8 million (2022 — $3.0 million; 2021 — $12.8 million).

(b)
Other Non-Controlling Interests

The Company’s subsidiary:

Balance as at January 1, 2015

  $40,272 

Issuance of subsidiary shares to anon-controlling interest

   40,000 

Share issuance costs from the issuance of subsidiary shares to anon-controlling interest

   (2,000

Net income prior to IMAX China IPO

   5,401 

Other comprehensive income prior to IMAX China IPO

   164 

Accretion charges associated with redeemable common stock

   769 

Redemption of redeemable common stock upon qualified IPO

   (84,606
  

 

 

 

Balance as at October 7, 2015

  $—   
  

 

 

 

The following summarizes the movement of thenon-controlling interest in shareholders’ equity, in the Company’s subsidiary:

Balance as at October 8, 2015

  $84,606 

Net income after IMAX China IPO

   3,712 

Other comprehensive income after IMAX China IPO

   252 

Dividends paid tonon-controlling shareholders

   (9,511

Reduction in value due to qualified initial public offering

   (29,100
  

 

 

 

Balance as at December 31, 2015

  $49,959 

Net income

   11,338 

Other comprehensive loss, net of tax

   (1,735
  

 

 

 

Balance as at December 31, 2016

  $59,562 

Net income

   13,801 

Other comprehensive income

   1,148 
  

 

 

 

Balance as at December 31, 2017

  $74,511 
  

 

 

 

(b) OtherNon-Controlling Interests

In 2014, the Company announced the creation of theOriginal Film Fund was established in 2014 toco-finance a portfolio of 10 original large-format films. The Film Fund, which is intended to be capitalized with up to $50.0 million, will finance an ongoing supply of original films that the Company believes will be more exciting and compelling than traditional documentaries. The initial investment in the Original Film Fund was committed to by a third party in the amount of $25.0$25.0 million, with the possibility of contributing additional funds. The Company agreed to contribute $9.0has contributed $9.0 million to the Original Film Fund over five years starting insince 2014, and seeshas reached its maximum contribution. Through December 31, 2023, the Original Film Fund as a self-perpetuating vehicle designed to generate a continuous, steady flow of high-quality documentary content. As at December 31, 2017, the Film Fundhas invested $13.4$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 theco-financed pictures.

(c)
Non-Controlling Interest in Temporary Equity

In 2016,The following summarizes the Company announcedmovement of the creation of a VR Fund among the Company, its subsidiary IMAX China and other strategic investors. The VR Fund will help finance the creation of interactive VR content experiences over the next three years for use across all VR platforms, includingnon-controlling interest in temporary equity, in the pilot IMAX VR Centers. The VROriginal Film Fund recently helped finance the production of one interactive VR experience, which debuted exclusively in the pilot IMAX VR Centers in November 2017 before being made available to other VR platforms. As at December 31, 2017, the Company invested $3.0 million toward the development of VR content.

Balance as at January 1, 2015

  $3,640 

Net loss

   (333
  

 

 

 

Balance as at January 1, 2016

  $3,307 

Issuance of subsidiary shares tonon-controlling interests

   2,479 

Net loss

   (806
  

 

 

 

Balance as at December 31, 2016

  $4,980 

Net loss

   (3,627
  

 

 

 

Balance as at December 31, 2017

  $1,353 
  

 

 

 

22. Exit costs, restructuring charges and associated impairments

The Company recognized the following charges in its consolidated statements of operations for the yearyears ended December 31, 2017:2023, 2022 and 2021:

Restructuring charges

  $9,895 

Asset impairments

   5,553 

Costs to exit an operating lease

   726 
  

 

 

 
  $16,174 
  

 

 

 

(In thousands of U.S. Dollars)

 

 

 

Balance as of January 1, 2021

 

$

759

 

Net loss

 

 

(1

)

Balance as of December 31, 2021

 

 

758

 

Net loss

 

 

(36

)

Balance as of December 31, 2022

 

 

722

 

Net loss

 

 

(64

)

Balance as of December 31, 2023

 

$

658

 

(a)

26. Restructuring and Executive Transition Costs to exit an operating lease

In September 2017,March 2023, the Company relocated its New York office employees and operations as the existing leased space was not suitablePresident, IMAX Entertainment and Executive Vice President of the Company, (the “President”) agreed to accommodate all current business needs. Asconclude the premises lease isnon-cancellablePresident’s employment with the Company, effective April 30, 2023. Pursuant to the endemployment agreement between the Company and the President, dated as of October 10, 2018, and the letter agreement between the Company and the President, dated as of March 15, 2023, the Company recognized executive transition costs of $1.4 million associated with the departure of the term,President. The costs included severance of $1.6 million, transition services covering three months of $0.8 million, and the reversal of previously recognized share-based compensation costs of $1.0 million for PSU forfeitures.

In December 2023, the Company incurred $1.3 million in connection with the restructuring of other employees to capture efficiencies and centralize certain operational roles. These charges have been recognized in Restructuring and Executive Transition costs on the Consolidated Statements of Operations.

136


27. Related Party Transactions

On January 13, 2023, the Company, China International Communications Group (“CICG”), and Beach House Pictures Pte Ltd (“Beach House”) entered into an agreement to co-finance a sublease arrangementdocumentary film, The Elephant Odyssey. A member of the Company’s Board of Directors and its Audit Committee, is the ultimate controlling shareholder of Blue Ant Media (“Blue Ant”), a media company which he co-founded in 2011. Blue Ant owns 70% of Beach House. The total budget for the film is approximately $2.6 million, of which CICG is responsible for $0.3 million or 10%. The Company and Beach House have agreed to reduce the expected losses overfinance $1.7 million or 75% and $0.6 million or 25% of the remaining termbudget, respectively. As of the lease. Pursuant to FASB ASC 420 “Exit or Disposal Cost Obligations”,December 31, 2023, the Company has recognized a corporate segment expensemade payments of $0.7$1.0 million forunder the year ended December 31, 2017.agreement. On February 8, 2024, Blue Ant sold 100% of its interest in Beach House.

137


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

(b) Restructuring chargesNone

In June 2017, the Company announced the implementation of a cost reduction plan with the goal of increasing profitability, operating leverageItem 9A. Controls and free cash flow. The cost reduction plan included the exit from certainnon-core businesses or initiatives, as well as aone-time reduction in workforce. Restructuring charges are comprised of employee severance costs including benefits and stock-based compensation, costs of consolidating facilities and contract termination costs. Restructuring charges are based upon plans that have been committed to by the Company, but may be refined in subsequent periods. These charges are recognized pursuant to FASB ASC 420. A liability for a cost associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statement of operations in the period in which the liability is incurred. When estimating the value of facility restructuring activities, assumptions are applied regarding estimatedsub-lease payments to be received, which can differ from actual results.Procedures

In connection with the Company’s restructuring initiatives, the Company incurred $9.9 million in restructuring charges for the year ended December 31, 2017. A summary of the restructuring and other costs by reporting groups identified by nature of product sold, or service provided as disclosed in note 18 recognized during the year ended December 31, 2017 are as follows:

   Employee
Severance and
Benefits
   Other Exit
Costs
   Total 

Corporate

  $5,354   $15   $5,369 

IMAX DMR

   1,699    —      1,699 

Theater system maintenance

   930    —      930 

New business

   364    298    662 

Other

   548    —      548 

IMAX systems

   264    282    546 

Joint revenue sharing arrangements

   120    —      120 

Film post-production

   21    —      21 
  

 

 

   

 

 

   

 

 

 
  $9,300   $595   $9,895 
  

 

 

   

 

 

   

 

 

 

The Company expects to recognize restructuring charges of $0.8 million in 2018.

The following table sets forth a summary of restructuring accrual activities for the year ended December 31, 2017:

   Employee
Severance and
Benefits
   Other Exit
Costs
   Total 

Balance as at December 31, 2016

  $—     $—     $—   

Restructuring charges

   9,300    595    9,895 

Cash payments

   (6,719   (427   (7,146

Other movements

   (360   (168   (528
  

 

 

   

 

 

   

 

 

 

Balance as at December 31, 2017

  $2,221   $—     $2,221 
  

 

 

   

 

 

   

 

 

 

(c) Associated Impairments

As a result of the cost reduction plan discussed above, the Company recognized costs associated with the retirement of certain long-lived assets pursuant to the FASB ASC410-20, “Asset retirement and environmental obligations” and ASC360-10, “Property, plant and equipment”. The following impairments for the year ended December 31, 2017 are a direct result of the exit activities described in (a) above.

Film assets

  $335 

Property, plant and equipment

   3,696 

Other assets

   1,522 
  

 

 

 
  $5,553 
  

 

 

 

23. Selected Quarterly Financial Information (Unaudited)

(in thousands of U.S. dollars, except per share amounts)  2017 
   Q1   Q2   Q3   Q4 

Revenues

  $68,657   $87,758   $98,800   $125,552 

Costs and expenses applicable to revenues

   32,886    38,299    58,932    65,404 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  $35,771   $49,459   $39,868   $60,148 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

  $(887  $1,809   $2,898   $8,698 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common shareholders

  $75   $(1,712  $(850  $4,831 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to common shareholders:

        

Net (loss) income per share - basic

  $—     $(0.03  $(0.01  $0.08 

Net (loss) income per share - diluted

  $—     $(0.03  $(0.01  $0.08 
   2016 
   Q1   Q2   Q3   Q4 

Revenues

  $92,128   $91,743   $86,550   $106,913 

Costs and expenses applicable to revenues

   39,952    41,466    41,651    51,587 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  $52,176   $50,277   $44,899   $55,326 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $13,952   $8,908   $4,384   $12,076 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common shareholders

  $11,302   $6,016   $2,525   $8,945 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to common shareholders:

        

Net income per share - basic

  $0.16   $0.09   $0.04   $0.14 

Net income per share - diluted

  $0.16   $0.09   $0.04   $0.13 

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 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 1934Rules 13a-15(e) or15d-15(e)) as atof December 31, 20172023 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 at December 31, 2017, and has concluded that such internal control over financial reporting were effective as at that date.of December 31, 2023.

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, hasan independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as atof December 31, 20172023, as stated in their report, which appears in Item 8 of Part II, of this 2017 Form10-K.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, 2017,2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.Other Information

None.

Item 9B. Other Information

a)
None.
b)
None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

N/A.

138


PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Item 10.Directors, Executive Officers and Corporate Governance

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“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance;Reports;” “Code of Business Conduct and Ethics;Ethics and Insider Trading Policy;” and “Audit Committee.“Corporate Governance.

Item 11. Executive Compensation

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;” "Compensation Committee Report;" “Summary Compensation Table;” “Grants of Plan-Based Awards;” “Outstanding Equity Awards at FiscalYear-End;” “Option Exercise and Stock Vested;” “Pension Benefits;” “Employment Agreements and Potential“Pay Ratio Disclosure;” “Potential Payments upon Termination orChange-in-Control;” "Pay Versus Performance;" “Compensation of Directors;” and “Compensation Committee Interlocks and Insider Participation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

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’sPre-Approval Policies and Procedures.”

PART IV

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedules

(a)(1) Financial Statements and Schedules

The consolidated financial statementsConsolidated 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 boththe financial statements, the accompanying notes to the financial statements and the Company’s internal control over financial statement

schedule in (a)(2),reporting, is included under Item 8 in Part II, of this 2017 Form10-K.Item 8.

139


(b) Exhibits

(a)(2) Financial Statement Schedules

Exhibit

No.

 

Description

 

Form

 

File No

 

Exhibit

 

Filing

Date

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Restated Articles of Incorporation of IMAX Corporation, dated July 30, 2013.

 

10-Q

 

001-35066

 

3.1

 

10/24/13

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Second Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on February 7, 2023.

 

8-K

 

001-35066

 

3.1

 

02/10/23

 

 

 

 

 

 

 

 

 

 

 

4.1

 

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

 

 

 

 

 

 

 

 

 

 

 

4.2

 

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

 

 

 

 

 

 

 

 

 

 

 

4.3

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.1

 

Stock Option Plan of IMAX Corporation, dated June 18, 2008.

 

10-K

 

001-35066

 

10.1

 

2/24/16

 

 

 

 

 

 

 

 

 

 

 

+10.2

 

IMAX Corporation Form of Restricted Stock Unit Award Agreement.

 

10-K

 

001-35066

 

10.4

 

2/19/20

 

 

 

 

 

 

 

 

 

 

 

+10.3

 

IMAX Corporation Second Amended and Restated Long-Term Incentive Plan, dated June 3, 2020.

 

8-K

 

001-35066

 

10.1

 

6/5/20

 

 

 

 

 

 

 

 

 

 

 

+10.4

 

Amendment No.1 to Second Amended and Restated Long-Term Incentive Plan

 

8-K

 

001-35066

 

10.1

 

06/14/23

 

 

 

 

 

 

 

 

 

 

 

+10.5

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.6

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.7

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.8

 

IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006.

 

10-K

 

001-35066

 

10.2

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.9

 

Employment Agreement, dated July 1, 1998, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.10

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.10

 

Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.11

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.11

 

Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.12

 

2/24/12

 

 

 

 

 

 

 

 

 

 

 

+10.12

 

Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.13

 

2/24/12

 

 

 

 

 

 

 

 

 

 

 

+10.13

 

Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.16

 

2/20/14

 

 

 

 

 

 

 

 

 

 

 

+10.14

 

Amended Employment Agreement, dated December 11, 2008, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.17

 

2/19/15

 

 

 

 

 

 

 

 

 

 

 

+10.15

 

Amended Employment Agreement, dated December 20, 2010, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.18

 

2/24/16

 

 

 

 

 

 

 

 

 

 

 

+10.16

 

Amended Employment Agreement, dated December 12, 2011, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.17

 

2/24/12

 

 

 

 

 

 

 

 

 

 

 

140


Exhibit

No.

 

Description

 

Form

 

File No

 

Exhibit

 

Filing

Date

 

 

 

 

 

 

 

 

 

 

 

+10.17

 

Employment Agreement, dated January 1, 2014, between IMAX Corporation and Richard L. Gelfond.

 

10-Q

 

001-35066

 

10.12

 

10/23/14

 

 

 

 

 

 

 

 

 

 

 

+10.18

 

First Amending Agreement, dated December 9, 2015, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.21

 

2/24/16

 

 

 

 

 

 

 

 

 

 

 

+10.19

 

Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.24

 

2/23/17

 

 

 

 

 

 

 

 

 

 

 

+10.20

 

Amendment to Employment Agreement, dated November 1, 2019, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.26

 

2/19/20

 

 

 

 

 

 

 

 

 

 

 

+10.21

 

Second Amendment to Employment Agreement, dated as of September 19, 2022, between IMAX Corporation and Richard L. Gelfond.

 

10-K

 

001-35066

 

10.1

 

10/31/22

 

 

 

 

 

 

 

 

 

 

 

+10.22

 

Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister.

 

10-K

 

001-35066

 

10.30

 

2/27/18

 

 

 

 

 

 

 

 

 

 

 

+10.23

 

First Amending Agreement, dated March 11, 2020, between IMAX Corporation and Robert D. Lister.

 

10-Q

 

001-35066

 

10.47

 

4/30/20

 

 

 

 

 

 

 

 

 

 

 

*+10.24

 

Second Amending Agreement, dated as of October 20, 2023, between IMAX Corporation and Robert D. Lister

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+10.25

 

Employment Agreement, dated October 10, 2018, between IMAX Corporation and Megan Colligan.

 

10-Q

 

001-35066

 

10.48

 

7/28/20

 

 

 

 

 

 

 

 

 

 

 

+10.26

 

Employment Memorandum, dated September 18, 2020, between IMAX Corporation and Mark Welton.

 

10-Q

 

001-35066

 

10.52

 

10/29/20

 

 

 

 

 

 

 

 

 

 

 

+10.27

 

Amendment to Employment Memorandum, dated October 13, 2021, between IMAX Corporation and Mark Welton.

 

10-K

 

001-35066

 

10.38

 

02/24/22

 

 

 

 

 

 

 

 

 

 

 

+10.28

 

Offer Letter, effective May 14, 2021, between IMAX Corporation and Joseph Sparacio.

 

10-Q

 

001-35066

 

10.1

 

07/27/21

 

 

 

 

 

 

 

 

 

 

 

+10.29

 

Employment Agreement, dated April 25, 2022, between IMAX Corporation and Natasha Fernandes.

 

10-Q

 

001-35066

 

10.1

 

07/29/22

 

 

 

 

 

 

 

 

 

 

 

+10.30

 

Letter Agreement by and between Megan Colligan and IMAX Corporation.

 

8-K

 

001-35066

 

10.2

 

04/27/23

 

 

 

 

 

 

 

 

 

 

 

+10.31

 

Statement of Directors’ Compensation as of January 2023.

10-K

 

001-35066

 

10.37

 

02/22/22

 

 

 

 

 

 

 

 

 

 

 

10.32

 

Form of Director Indemnification Agreement.

 

10-Q

 

001-35066

 

10.39

 

07/25/18

 

 

 

 

 

 

 

 

 

 

 

10.33

 

Sixth Amended and Restated Credit Agreement, dated March 25, 2022, 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

 

10.1

 

4/28/22

 

 

 

 

 

 

 

 

 

 

 

10.34

 

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

 

 

 

 

 

 

 

 

 

 

 

10.35

 

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

 

 

 

 

 

 

 

 

 

 

 

10.36

 

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

 

 

 

 

 

 

 

 

 

 

 

10.37

 

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

 

 

 

 

 

 

 

 

 

 

 

141


Exhibit

No.

 

Description

 

Form

 

File No

 

Exhibit

 

Filing

Date

 

 

 

 

 

 

 

 

 

 

 

10.38

 

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

 

 

 

 

 

 

 

 

 

 

 

10.39

 

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

 

 

 

 

 

 

 

 

 

 

 

10.40

 

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

 

 

 

 

 

 

 

 

 

 

 

10.41

 

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

 

 

 

 

 

 

 

 

 

 

 

*21.1

 

Subsidiaries of IMAX Corporation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*23.1

 

Consent of PricewaterhouseCoopers LLP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*24.1

 

Power of Attorney of certain directors.

 

 

 

 

 

 

 

 

 

 

 

*31.1

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 27, 2024, by Richard L. Gelfond.

 

 

 

 

 

 

 

 

 

 

 

*31.2

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 27, 2024, by Natasha Fernandes.

 

 

 

 

 

 

 

 

 

 

 

*32.1

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 27, 2024, by Richard L. Gelfond.

 

 

 

 

 

 

 

 

 

 

 

*32.2

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 27, 2024, by Natasha Fernandes.

 

 

 

 

 

 

 

 

 

 

 

*97.1

 

Clawback Policy.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*101.INS

 

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.

 

 

 

*101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

 

 

*101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

*101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

*101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

*101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

*104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial statement schedule for each year in the three-year period ended December 31, 2017.* Filed herewith

II. Valuation and Qualifying Accounts.

(a)(3) Exhibits

The items listed as Exhibits 10.1 to 10.35 relate to management contracts+ Management contract or compensatory plansplan, contract or arrangements.arrangement

Exhibit

    No.    

  

Description

  

Form

  

File No.

  

Exhibit

   

Filing

Date

  3.1  Restated Articles of Incorporation of IMAX Corporation, dated July 30, 2013.  10-Q  001-35066     3.1     9/30/13
  3.2  By-Law No. 1 of IMAX Corporation, enacted on June 2, 2014.  8-K  001-35066     3.2     6/3/14
  4.1  Shareholders’ Agreement, dated as of January  3, 1994, among WGIM Acquisition Corporation, the Selling Shareholders as defined therein, Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., Bradley J. Wechsler, Richard L. Gelfond and Douglas Trumbull (the “Selling Shareholders’ Agreement”).  10-K  001-35066     4.1     12/31/12
  4.2  Amendment, dated as of March 1, 1994, to the Selling Shareholders’ Agreement.  10-K  001-35066     4.2     12/31/12
  4.3  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     12/31/12
10.1  Stock Option Plan of IMAX Corporation, dated June 18, 2008.  10-K  001-35066   10.1     12/31/15
10.2  IMAX Corporation Amended and Restated Long Term Incentive Plan, dated June 6, 2016.  8-K  001-35066   10.1     6/6/16
10.3  IMAX Corporation Form of Stock Option Award Agreement.  10-Q  001-35066   10.41   6/30/16
10.4  IMAX Corporation Form of Restricted Stock Unit Award Agreement.  10-Q  001-35066   10.42   6/30/16
10.5  IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006.  10-K  001-35066   10.2     12/31/12
10.6  Employment Agreement, dated July 1, 1998, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066   10.3     12/31/12
10.7  Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066   10.4     12/31/12
10.8  Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066   10.5     12/31/11
10.9  Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Bradley, J. Wechsler.  10-K  001-35066   10.6     12/31/11
10.10  Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066   10.8     12/31/13
10.11  Services Agreement, dated December 11, 2008, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066   10.9     12/31/14
Item 16. Form 10-K Summary

Exhibit

    No.    

  

Description

  

Form

  

File No.

   

Exhibit

   

Filing

Date

  10.12  Services Agreement Amendment, dated February 14, 2011, between IMAX Corporation and Bradley J. Wechsler.  10-K   001-35066    10.10   12/31/15
  10.13  Services Agreement Amendment, dated April 1, 2013, between IMAX Corporation and Bradley J. Wechsler.  10-K   001-35066    10.11   12/31/13
  10.14  Employment Agreement, dated July 1, 1998, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.10   12/31/12
  10.15  Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.11   12/31/12
  10.16  Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.12   12/31/11
  10.17  Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.13   12/31/11
  10.18  Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.16   12/31/13
  10.19  Amended Employment Agreement, dated December 11, 2008, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.17   12/31/14
  10.20  Amended Employment Agreement, dated December 20, 2010, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.18   12/31/15
  10.21  Amended Employment Agreement, dated December 12, 2011, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.17   12/31/11
  10.22  Employment Agreement, dated January 1, 2014, between IMAX Corporation and Richard L. Gelfond.  10-Q   001-35066    10.12   9/30/14
  10.23  First Amending Agreement, dated December 9, 2015, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.21   12/31/15
  10.24  Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.24   12/31/16
  10.25  Employment Agreement, dated September 1, 2016, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.43   9/30/16
*10.26  First Amending Agreement, dated January 25, 2018, between IMAX Corporation and Greg Foster.        
  10.27  Nonqualified Retirement Plan Agreement, dated June 6, 2017, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.42   6/30/17
  10.28  Amendment No. 1 to Nonqualified Retirement Plan Agreement, dated September 27, 2017, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.43   9/30/17

Exhibit

    No.    

  

Description

  

Form

  

File No.

   

Exhibit

   

Filing

Date

  10.29  Split-Dollar Agreement, dated July 1, 2017, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.44   9/30/17
*10.30  Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister.        
  10.31  Employment Agreement, dated June 6, 2016 between IMAX Corporation and Patrick McClymont.  10-Q   001-35066    10.40   6/30/16
  10.32  Statement of Directors’ Compensation, dated June 11, 2013.  10-Q   001-35066    10.26   6/30/13
  10.33  Fourth Amended and Restated Credit Agreement, dated March  3, 2015, by and between IMAX Corporation, the Guarantors referred to therein, the Lenders referred to therein, Wells Fargo Bank National Association and Wells Fargo Securities, LLC.  10-Q   001-35066    10.39   3/31/15
  10.34  Construction Loan Agreement, dated October  6, 2014, between IMAX PV Development, Inc., Wells Fargo Bank, National Association and the financial institutions referred to therein.  10-Q   001-35066    10.45   9/30/14
  10.35  Securities Purchase Agreement, dated as of May  5, 2008, by and between IMAX Corporation, Douglas Family Trust, James Douglas and Jean Douglas Irrevocable Descendants’ Trust, James E. Douglas, III, and K&M Douglas Trust.  10-K   001-35066    10.43   12/31/13
  10.36  Amendment No. 1 to Securities Purchase Agreement, dated December  1, 2008, by and between IMAX Corporation, Douglas Family Trust, James Douglas and Jean Douglas Irrevocable Descendants’ Trust, James E. Douglas, III, and K&M Douglas Trust.  10-K   001-35066    10.35   12/31/14
*21  Subsidiaries of IMAX Corporation.
*23  Consent of PricewaterhouseCoopers LLP.
*24  Power of Attorney of certain directors.
*31.1  Certification Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002, dated February 27, 2018, by Richard L. Gelfond.
*31.2  Certification Pursuant to Section 302 of the Sarbanes — Oxley Act of 2002, dated February 27, 2018, by Patrick McClymont.
*32.1  Certification Pursuant to Section 906 of the Sarbanes — Oxley Act of 2002, dated February 27, 2018, by Richard L. Gelfond.
*32.2  Certification Pursuant to Section 906 of the Sarbanes — Oxley Act of 2002, dated February 27, 2018, by Patrick McClymont.

*Filed herewith

Item 16.Form10-K Summary

Not applicable.

142


SIGNATURES

SIGNATURES

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.

IMAX CORPORATION

By

/s/ PATRICK MCCLYMONT

Patrick McClymont

By

Executive Vice-President &

/s/ NATASHA FERNANDES

Natasha Fernandes

Chief Financial Officer

Date: February 27, 20182024

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 27, 2018.2024.

/s/ RICHARD L. GELFOND

/s/ NATASHA FERNANDES

/s/ ELIZABETH GITAJN

/s/ RICHARD L. GELFOND

Richard L. Gelfond Chief

Chief Executive Officer & Director

Director

(Principal Executive Officer)

/s/ PATRICK MCCLYMONTNatasha Fernandes

Patrick McClymont

Executive Vice President &

Chief Financial Officer &

Executive Vice-President

(Principal Financial Officer)

/s/ JEFFREY VANCEElizabeth Gitajn

Jeffrey Vance

Senior Vice-President,

Finance & Controller

(Principal Accounting Officer)

*

*

*

Bradley J. Wechsler

*

*

*

Darren D. Throop

Chairman of the Board & Director

Neil S. BraunGail Berman

Director

Eric A. Demirian

Director

*

*

*

David W. Leebron

Director

Michael Lynne

Director

Michael MacMillan

Director

*

*

*

Greg Foster

Director*

Dana Settle

Director*

Darren D. Throop

Director*

Kevin Douglas

Director

David W. Leebron

Director

Michael MacMillan

Director

*

Kevin Douglas

Director*

By

* /s/ PATRICK MCCLYMONT

*

Steve Pamon

Director

Patrick McClymont

Dana Settle

Director

Jennifer Wong

Director

By

* /s/ NATASHA FERNANDES

Natasha Fernandes

(asattorney-in-fact)

143

IMAX CORPORATION

Schedule II

Valuation and Qualifying Accounts

(In thousands of U.S. dollars)

   Balance at
beginning
of year
   Additions/
(recoveries)
charged to
expenses
  Other
additions/
(deductions)(1)
  Balance at
end of year
 

Allowance for net investment in leases

      

Year ended December 31, 2015

  $972   $—    $(300 $672 

Year ended December 31, 2016

  $672   $—    $—    $672 

Year ended December 31, 2017

  $672   $(517 $—    $155 

Allowance for financed sale receivables

      

Year ended December 31, 2015

  $494   $75  $(1 $568 

Year ended December 31, 2016

  $568   $(75 $1  $494 

Year ended December 31, 2017

  $494   $428  $—    $922 

Allowance for doubtful accounts receivable

      

Year ended December 31, 2015

  $947   $677  $(478 $1,146 

Year ended December 31, 2016

  $1,146   $771  $(667 $1,250 

Year ended December 31, 2017

  $1,250   $1,967  $(1,604 $1,613 

Inventories valuation allowance

      

Year ended December 31, 2015

  $3,549   $572  $(779 $3,342 

Year ended December 31, 2016

  $3,342   $—    $—    $3,342 

Year ended December 31, 2017

  $3,342   $500  $44  $3,886 

Deferred income tax valuation allowance

      

Year ended December 31, 2015

  $310   $16  $—    $326 

Year ended December 31, 2016

  $326   $(129 $—    $197 

Year ended December 31, 2017

  $197   $—    $—    $197 

(1)Deductions represent write-offs of amounts previously charged to the provision.

140