UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form10-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, 20182021

 

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

Canada

98-0140269

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2525 Speakman Drive,

Mississauga, Ontario, Canada L5K 1B1

(905) 403-6500

902 Broadway, Floor 20

New York, New York, USA 10010

(212)821-0100

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

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

 

Title of Each Classeach class

Trading Symbol(s)

Name of Exchangeeach exchange on Which Registeredwhich 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 every Interactive Data File required to be submitted 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 such files).  Yes     No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) 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 this Form10-K  ☒

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell Company (as defined 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, 20182021 was $1,176.8$1,069.2 million.

As of January 31, 2019,2022, there were 61,478,16858,575,134 common shares of the registrant outstanding.

Document Incorporated by Reference

Portions of the registrant’s definitive Proxy Statement to be filed within 120 days of the close of IMAX Corporation’s fiscal year ended December 31, 2018,2021, with the Securities and Exchange Commission pursuant to Regulation 14A involving the election of directors and the annual meeting of the stockholders of the registrant (the “Proxy Statement”) are incorporated by reference in Part III of thisForm 10-K to the extent described therein.

 

 

 



IMAX CORPORATION

December 31, 20182021

Table of Contents

 

Page

PART I

Item 1.

Business

4

Item 1A.

Risk Factors

16

18

Item 1B.

Unresolved Staff Comments

25

32

Item 2.

Properties

25

33

Item 3.

Legal Proceedings

26

33

Item 4.

Mine Safety Disclosures

26

33

PART II

Item 5.

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

26

34

Item 6.

Selected Financial Data

30

36

Item 7.

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

31

37

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

69

66

Item 8.

Financial Statements and Supplementary Data

71

68

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

141

142

Item 9A.

Controls and Procedures

141

142

Item 9B.

Other Information

141

PART III

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

142

143

Item 11.

Executive Compensation

142

143

Item 12.

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

142

143

Item 13.

Certain Relationships and Related Transactions, and Director Independence

142

143

Item 14.

Principal Accounting Fees and Services

142

143

PART IV

Item 15.

Exhibits, Financial Statement Schedules

142

144

Item 16.

Form10-K Summary

145

147

Signatures

146

148

 

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, 20182021 was U.S. $0.7330.$0.7888.

 

  Years Ended December 31,

 

Years Ended December 31,

 

  2018  2017  2016  2015  2014

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

Exchange rate at end of period

  0.7330  0.7971  0.7448  0.7225  0.8620

 

 

0.7888

 

 

 

0.7854

 

 

 

0.7699

 

 

 

0.7330

 

 

 

0.7971

 

Average exchange rate during period

  0.7718  0.7712  0.7558  0.7748  0.9022

 

 

0.7977

 

 

 

0.7455

 

 

 

0.7536

 

 

 

0.7718

 

 

 

0.7712

 

High exchange rate during period

  0.8138  0.8245  0.7972  0.8527  0.9422

 

 

0.8306

 

 

 

0.7863

 

 

 

0.7699

 

 

 

0.8138

 

 

 

0.8245

 

Low exchange rate during period

  0.7330  0.7276  0.6854  0.7148  0.8589

 

 

0.7727

 

 

 

0.6898

 

 

 

0.7353

 

 

 

0.7330

 

 

 

0.7276

 

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements included in this annual report may constitute “forward-looking statements”"forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, references to 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 related to the adverse impact of the COVID-19 pandemic; risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; risks related to the Company’s growth and operations in China; the performance of IMAX DMR® films; the signing of theater system agreements; conditions, changes and developments in the commercial exhibition industry; risks related to currency fluctuations; the potential impact of increased competition in the markets within which the Company operates;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 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; the failure to convert theater system backlog into revenue; changes in laws or regulations; the failure to fully realize the projected cost savingsany statements of belief and benefits fromany statements of assumptions underlying any of the foregoing; other factors and risks outlined in the Company’s restructuring initiativesperiodic filings with the United States Securities and Exchange Commission (the “SEC”); and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements, and actual results or anticipated developments by the Company may not be realized, and even if substantially realized, may not have the expected consequences to, or effects on, the Company. The forward-looking statements herein are made only as of the date hereof and the Company undertakes no obligation to update publicly or otherwise revise any forward-looking 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 IMAXExperience®,An IMAX 3DExperience®, IMAX DMR®, DMR®, IMAX nXosEnhanced®TM, IMAX think big®, think bignXos® and IMAX Is BelievingFilms to the Fullest®, are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions.

3



PART I

Item 1.Business

The Company is a Canadian corporation that was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the former IMAX Corporation (“Predecessor IMAX”). Predecessor IMAX was incorporated in 1967.

GENERAL

TheAs of December 31, 2021, the Company together with itsindirectly owns 71.11% 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, theater 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, immersive motion picture experiencecontent experiences for which the IMAX®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 eventdomestic and international tentpole films around the world.and, increasingly, exclusive experiences ranging from live performances to interactive events with leading artists and creators.

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

of the DigitalRe-Mastering (“DMR”)digital remastering of films and other content into the IMAX format for exhibition in(“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”Theater Systems”) to exhibitor customers through sales, long-term leases or joint revenue sharing arrangements..

IMAX theater systemsTheater Systems are based on proprietary and patented image, audio and other technology developed over the course of the Company’s51-year history. history since its founding in 1968. The Company’s customers who purchase, lease or otherwise acquire thefor IMAX theater systems through joint revenue sharing arrangementsTheater Systems are principally theater 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 theaters in the IMAX theaters,network, and is not an exhibitor, but licensesinstead sells or leases the use of its trademarksIMAX Theater System to the exhibitor along with a license to use its trademarks.

As of December 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial multiplexes, 12 commercial destinations, and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84 countries and territories as of December 31, 2020 including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional locations. (See the sale, lease or contributiontable below under “Marketing and Customers” for additional information on the composition of the IMAX theater system. network.)

The Company refers to all theaters usingIMAX Theater System provides the IMAX theater system as “IMAX theaters.”Company’s exhibitor customers with a combination of the following benefits:

the ability to exhibit content that has undergone the IMAX DMR conversion process, which results in higher image and sound fidelity than conventional cinema experiences;

advanced, high-resolution projectors with specialized equipment and automated theater control systems, which generate significantly more contrast and brightness than conventional theater systems;

large screens and proprietary theater geometry, which result in a substantially larger field of view so that the screen extends to the edge of a viewer’s peripheral vision and creates more realistic images;

advanced sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an IMAX theater;

specialized theater acoustics, which result in a four-fold reduction in background noise; and

a license to the globally recognized IMAX brand.

IMAX theater systems combine:4


 

the abilityIn addition, certain movies shown in IMAX theaters are filmed using proprietary IMAX film cameras or IMAX certified digital cameras, which offer filmmakers customized guidance and a workflow process to exhibit contentprovide further enhanced and differentiated image quality and an IMAX-exclusive film aspect ratio that has undergonedelivers up to 26% more image onto a standard IMAX DMR conversion, which results in higher image and sound fidelity than conventional cinema experiences;

advanced, high-resolution projectorsmovie screen. In select IMAX theaters worldwide, movies filmed with specialized equipment and automated theater control systems, which generate significantlyIMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more contrast and brightness than conventional theater systems;image.

large screens and proprietary theater geometry, which result in a substantially larger field of view so that the screen extends to the edge of a viewer’s peripheral vision and creates more realistic images;

sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an IMAX theater;

specialized theater acoustics, which result in a four-fold reduction in background noise; and

a license to the globally recognized IMAX brand.

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

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 over 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 has helped establish IMAX as a key premium distribution and marketing platform for Hollywood blockbuster films.films and foreign local language movie studios.

As one of the world’s leaders ina premier global technology platform for entertainment technology,and events, the Company strives to remain at the forefront of advancements in cinema technology. The Company recently introducedoffers a suite of IMAX with Laser the Company’s next-generation laser projection system designed for IMAX theaters in commercial multiplexes. The Company believes that IMAX with Laser deliversTheater Systems, which deliver increased resolution, sharper and brighter images, deeper contrast as well asand the widest range of colors available to filmmakers today. The Company further believes that its suite of IMAX with Laser can helpTheater Systems are helping facilitate the next major contract renewal and upgrade cycle for the global commercial IMAX network.

4


To dateIn addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has signeda connected IMAX theater footprint capable of delivering live, interactive content with Laser agreementslow latency and superior sight and sound. As of December 31, 2021, 68 theaters in the IMAX network were configured to enable the streaming of live events with leading,additional theaters expected to go-live throughout 2022.

IMPACT OF COVID-19 PANDEMIC

The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the global exhibitors such as AMC Entertainment Holdings, Inc. (“AMC”), Cineworld Group PLC (“Cineworld”)economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19, including stay-at-home orders and Les Cinémas Pathé Gaumont (“Pathé”) (among others) for a total of 59 newrestrictions on large public gatherings, which caused movie theaters 114 upgradesin countries around the world to existingtemporarily close, including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally scheduled for release in 2020 and 30 upgradesearly 2021, including many of the films scheduled to existing backlog arrangements.be shown in IMAX theaters, while several other films were released directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As atof December 31, 2018,2021, 95% of the theaters in the global IMAX commercial multiplex network were open at various capacities. For additional information regarding the impact of the COVID-19 pandemic on the Company’s backlog had 73 new IMAX with Laser systemsbusiness, refer to “Management’s Discussion and 98 upgradesAnalysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and Note 2 of Notes to IMAX with Laser systemsConsolidated Financial Statements in Part II, Item 8.

(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and expectscash flows due to have approximately 135 IMAX with Laser systems installed by the endCOVID-19 pandemic and its business, financial condition and results of 2019.operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and Note 2 of Notes to Consolidated Financial Statements in Part II, Item 8.)

IMAX THEATER NETWORK

The Company believes the IMAX theater network is one of the most extensive premium theater networks in the world with 1,505 theater systems (1,409 commercial multiplex, 14 commercial destination, 82 institutional) 1,683 IMAX Theater Systems operating in 80 87 countries and territories, including 1,599 commercial multiplexes, 12 commercial destinations and 72 institutional locations as atof December 31, 2018.2021. (See the table below under “IMAX Network and Backlog” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information on the composition of the IMAX network.)

5


The Company currently believes that over time its commercial multiplex theater network could grow to approximately 2,8553,318 IMAX theaters worldwide from the 1,409 commercial multiplex IMAX theaters in operation1,599 operating as atof December 31, 2018. While the2021. The Company continues to grow in the United States and Canada, it believes that the majority of its future growth will come from international markets. As atof December 31, 2018, 70.1%2021, 74% of IMAX theater systemsTheater Systems in operation were located within international markets (defined as all countries other than the United States and Canada), up from 67.2%compared to 73% as atof December 31, 2017, and approximately 86.2% of2020. Accordingly, the new IMAX theater systems in backlog are scheduled to be installed in international markets, compared to 90.2% as at December 31, 2017. Revenues and gross box office results and revenues derived from outside the United States and Canadainternational markets continue to exceed revenues and grossbox-officethose derived from the United States and Canada. Risks associated with the Company’s international business are outlined in “Risk Factors – The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and future growth prospects” in Part I, Item 1A.

Greater China continues to beis the Company’s second-largestlargest market, measured by revenues, with approximately 31%44% and 38% of overallconsolidated revenues generated from the Company’sits Greater China operations in 2018. As atthe years ended December 31, 2018,2021 and 2020, respectively. As of December 31, 2021, the Company had 639783 theaters operating in Greater China and an additional 272 new215 theaters in backlog that are scheduled to be installed in Greater China by 2022.backlog. The Company’s backlog in Greater China represents 58.7%44% of the Company’sits total current backlog, for new IMAX theater systems.including upgrades in system type. The Company’s largest single international partnership is in China with Wanda Film formerly Wanda Cinema Line Corporation (“Wanda”). Wanda’s total commitment toAs of December 31, 2021, through the Company is for 359 theater systems,Company’s partnership with Wanda, there are 369 IMAX Theater Systems operational in Greater China, of which 344 theater systems355 are under the parties’ joint revenue sharing arrangement.

(See “Risk Factors – The Company indirectly owns approximately 67.96%faces risks in connection with its significant presence in China and the continued expansion of its business there”, “Risk Factors – General political, social and economic conditions can affect the Company’s business by reducing both revenues generated from existing IMAX China Holding, Inc. (“Theater Systems and the demand for new IMAX China”)Theater Systems”, whose shares trade onand “Risk Factors – The Company may not convert all of its backlog into revenue and cash flows” in Part I, Item 1A.)

(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the Hong Kong Stock Exchange. IMAX China remains a consolidated subsidiaryCOVID-19 pandemic and its business, financial condition and results of the Company.operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)

PRINCIPAL PRODUCTS AND SERVICES

The Company believes it is the world’s largest designer and manufacturer of specialty premium projection and sound system components for large-format theaters around the world, and it is also a significant producer and distributor of large-format films. The Company’s theater systemsIMAX Theater Systems include specialized IMAX projectors, advanced sound systems and specialty screens.

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

 

IMAX DMR: The DigitalRe-Mastering of films into the IMAX format for exhibition in the IMAX theater network.

IMAX DMR – The digital remastering of films and other content into IMAX formats for distribution to the IMAX network.

 

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

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

 

New Business: IMAX Home Entertainment, and other new business initiatives that are in the development,start-up and/orwind-up phases.

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

 

Film Distribution and Post-Production – The distribution of large-format documentary films, primarily to institutional theaters, and, increasingly, the distribution of exclusive experiences ranging from live performances to interactive events with leading artists and creators, as well as the provision of film post-production services.

Other: The distribution of documentary films, the provision of film post-production, owning and operating certain IMAX theaters, camera rentals and other miscellaneous items.

New Business Initiatives and Other – Activities principally related to the expansion of the IMAX brand across new lines of business and new initiatives that are in the development and/or start-up phases. Other activities include after-market sales of IMAX Theater System parts and 3D glasses.

These product lines do not fully reflect the nature and sources of revenue, or the manner in which management reviews financial information. The Company’s segmentedsegment information is provided in Part II, Item 7, “Management’s Discussion and note 19Analysis of Financial Condition and Results of Operations” and Note 21 of Notes 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, 2018 (this “2018 Form10-K”), which8.

6


IMAX DMR

IMAX DMR 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 in IMAX theaters.formats. IMAX DMR digitally enhances the image

5


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.

The IMAX DMR process involves In addition, the following:

in certain instances, scanning, at the highest possible resolution, each individual frame of the movie and converting it into a digital image;

optimizing the image using proprietary image enhancement tools;

enhancing the digital image using techniques such as sharpening, color correction, grain and noise removal and the elimination of unsteadiness and removal of unwanted artifacts;

recording the enhanced digital image into an IMAX digital cinema package (“DCP”) format or onto IMAX15/70-format film; and

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

The original soundtrack of a film to be exhibited in the IMAX theater networktheaters isre-mastered remastered for the IMAX digital sound systems in connection with the IMAX DMR release.systems. Unlike the soundtracks played in conventional theaters, IMAXre-mastered remastered soundtracks are uncompressed and full fidelity. IMAX sound systems use proprietary loudspeaker systems and proprietary surround sound configurations that ensure every theater seat is in an optimal listening position.

The IMAX DMR process involves:

in certain instances, scanning, at the highest possible resolution, each individual frame of the movie and converting it into a digital image;

optimizing the image using proprietary image enhancement tools;

enhancing the digital image using techniques such as sharpening, color correction, grain and noise removal and the elimination of unsteadiness and removal of unwanted artifacts; 

recording the enhanced digital image into an IMAX digital cinema package (“DCP”) format or onto IMAX 15/70-format film; and

specially remastering the soundtrack to take full advantage of the unique sound system of IMAX Theater Systems.

IMAX films also benefit from enhancements made by individual filmmakers exclusively for the IMAX release of the film. Collectively, the Company refers to these enhancements as “IMAX DNA”. Filmmakers and 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. For example, Marvel’sAvengers: Infinity Warratio that delivers up to 26% more image onto a standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.

In 2021, 63 IMAX films were released to the Company’s global theater network, including films such as Spider-Man: No Way Home, which wasNo Time to Die, Dune, F9, The Battle at Lake Changjin, Detective Chinatown 3, Godzilla vs. Kong, Shang-Chi and the Legend of the Ten Rings, The Eternals, and Black Widow. The films released in April 2018, was shot in its entirety using IMAX cameras, andAvengers: Endgame, scheduled for release in April 2019, was also filmed entirely2021 include 10 with IMAX cameras.DNA and 32 local language films released in China (21), Japan (9), Russia (1) and South Korea (1). In addition,2020, 31 IMAX films were released to the Company’s global theater network, including five with IMAX DNA, and 17 local language films released in July 2018,Ant-ManChina (10), Russia (3), Japan (3), and South Korea (1). In 2019, 60 IMAX films were released to the WaspCompany’s global theater network, including six with IMAX DNA, andMission: Impossible – Fallout was 18 local language films released in China (14), Japan (1), South Korea (1), India (1) and Russia (1).

Management believes that growth in international box office remains an important driver of growth for the Company. To support continued growth in international markets, the Company has sought to bolster its international film strategy, supplementing its slate of Hollywood films with appealing local language IMAX films released in select scenes specifically formatted formarkets, particularly in China. The Company expects to announce additional local language IMAX screens, and in March 2019,Captain Marvel willfilms to be released with select scenes specifically formatted for IMAX screens. In addition, for Disney’sThe Lion King, scheduled for releaseto its global theater network in July 2019, director Jon Favreau filmed select scenes with IMAX cameras.2022.

In 2018, 70 films were converted through the IMAX DMR process and7


To date, in 2022, eight titles have been released to theatersthe global IMAX theater network, including one released in the IMAX network by film studios as compared to 60 films in 2017. In addition, in April 2018, the Company, in conjunctionconnection with Panda Productions released an IMAX original production,Pandas.

To date,a live performance/interactive event, and the Company has announced the following 29 DMR18 titles to be released later in 2019 to the IMAX theater network. The following dates noted for film release are subject to change and may vary by territory.2022:

 

Free Solo:TheIMAX Experience(National Geographic, January 2019);

Scheduled

Title

 

How to Train Your Dragon: The Hidden World:TheStudio

Release Date(1)

IMAXExperience (Universal Pictures, January 2019, select international markets); DNA

The Batman

 

Glass: TheWarner Bros. Pictures

March 2022

None

Notre-Dame Brûle

Pathe

March 2022

Filmed in IMAX Experience(

Morbius

Sony Pictures

April 2022

None

Ambulance

Universal Pictures and

April 2022

None

Fantastic Beasts: The Secrets of Dumbledore

Warner Bros. Pictures

April 2022

TBD

Doctor Strange In The Multiverse of Madness

Walt Disney Studios January 2019);

May 2022

Filmed in IMAX

Top Gun: Maverick

 

Crazy Alien: TheParamount Pictures

May 2022

Filmed in IMAXExperience (Enlight, February 2019, China only);

Jurassic World: Dominion

 

The Wandering Earth: TheIMAXExperience (Beijing Culture, February 2019, China and select international markets);Universal Pictures

June 2022

None

Lightyear

 

Pegasus: TheIMAXExperience (Maoyan, February 2019, China only);Walt Disney Studios

June 2022

Expanded Aspect Ratio

Minions: The Rise Of Gru

 

The Lego Movie 2: The Second Part: TheUniversal Pictures

July 2022

None

Thor: Love & Thunder

Walt Disney Studios

July 2022

Filmed in IMAXExperience(

Nope

Universal Pictures

July 2022

Filmed in IMAX

Black Adam

Warner Bros. Pictures February 2019);

July 2022

TBD

Spider-Man: Into the Spiderverse Sequel

 

Alita: Battle Angel: The IMAXExperience (20thCentury Fox, February 2019);Sony Pictures

October 2022

TBD

The Flash

 

Captain Marvel: TheIMAXExperience (Walt Disney Studios, March 2019);Warner Bros. Pictures

November 2022

TBD

Black Panther 2: Wakanda Forever

 

Dumbo: TheIMAXExperience(Walt Disney Studios March 2019);

November 2022

TBD

Creed 3

 

Shazam!: TheMGM

November 2022

Filmed in IMAXExperience(Warner Bros. Pictures, April 2019);

Avatar 2

 

Hellboy: TheIMAXExperience(Lionsgate, April 2019);

Disneynature Penguins’: TheIMAXExperience (Walt Disney Studios, April 2019);

The Curse of La Llorona: TheIMAXExperience(Warner Bros. Pictures, April 2019);

Avengers: Endgame: TheIMAXExperience(Walt Disney Studios April 2019);

December 2022

TBD

 

(1)

Godzilla: KingThe scheduled release dates in the table above are subject to change, including as a result of Monsters:the impact of the COVID-19 pandemic, may vary by territory, and may not reflect the date(s) of limited premiere events. See “Risk Factors – TheIMAXExperience(Warner Bros. Pictures, May 2019); Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.

Aladdin: TheIMAXExperience(Walt Disney Studios, May 2019);

Dark Phoenix: The IMAXExperience (20th Century Fox, June 2019);

6


Men in Black: International: The IMAXExperience (Sony Pictures, June 2019);

Toy Story 4: TheIMAXExperience(Walt Disney Studios, June 2019);

Spider-Man: Far From Home: The IMAXExperience (Sony Pictures, July 2019);

Lion King: TheIMAXExperience(Walt Disney Studios, July 2019);

The New Mutants: TheIMAXExperience(20th Century Fox, August 2019);

Artemis Fowl: TheIMAXExperience(Walt Disney Studios, August 2019);

IT: Chapter 2: TheIMAXExperience(Warner Bros. Pictures, September 2019);

VIY 2: Mystery of the Dragon’s Seal: The IMAXExperience (Nashe Kino, September 2019, Russia and select international markets);

Frozen 2: TheIMAXExperience(Walt Disney Studios, November 2019);

Jumanji: Welcome to the Jungle Sequel: The IMAXExperience (Sony Pictures, December 2019); and

Star Wars: Episode IX: TheIMAXExperience(Walt Disney Studios, December 2019).

In addition, the Company will be releasing an IMAX original production,Superpower Dogs, in March 2019.

The Company remains in active negotiations with all of the major Hollywood studios for additional films to fill out its short and long-term film slate for the IMAX theater network in 2019.network.

IMAX Theater 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 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 IMAX digital systems. 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 moviegoers 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 Theater System, the Company provides extensive advice on theater planning and design, and supervision of installation services. The terms of each sale or lease arrangement vary according to the configuration of the theater system provided,IMAX Theater 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 Theater System may be recognized at a different time from when cash is collected. Seecollected from the exhibitor customer. (See “Critical Accounting Policies and Estimates” in Part II, Item 7 and note 4Note 20 of Notes to Consolidated Financial Statements in Part II, Item 8 of this 2018 Form10-K for further discussion on the Company’s revenue recognition policies.)

8


7


The following table presents the number of IMAX Theater BacklogSystems that are open and Networkin backlog, by configuration, as of December 31, 2021 and 2020:

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

 

 

Theater

 

 

 

 

 

 

 

 

 

 

 

Theater

 

 

 

 

 

 

 

 

 

 

 

 

Network

 

 

New

 

 

Upgrade

 

 

 

Network

 

 

New

 

 

Upgrade

 

 

 

 

Base

 

 

Backlog

 

 

Backlog

 

 

 

Base

 

 

Backlog

 

 

Backlog

 

 

IMAX Laser Theater Systems

 

 

271

 

 

 

158

 

 

 

92

 

 

 

 

226

 

 

 

157

 

 

 

97

 

 

IMAX Xenon Theater Systems

 

 

1,372

 

 

 

239

 

 

 

 

 

 

 

1,377

 

 

 

273

 

 

 

 

 

IMAX Film Theater Systems

 

 

40

 

 

 

 

 

 

 

 

 

 

47

 

 

 

 

 

 

 

 

Total

 

 

1,683

 

 

 

397

 

 

 

92

 

 

 

 

1,650

 

 

 

430

 

 

 

97

 

 

IMAX Laser Theater Systems

In 2014, the Company introduced its first laser-based digital projection system. Since then, the Company has continued research and development aimed at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers. Beginning in late-2021, the Company began offering an additional laser-based theater system product to provide a broader array of customers with an opportunity to replace and upgrade IMAX Xenon Theater Systems. The Company believes that IMAX Laser Theater Systems present greater brightness and clarity, higher contrast, a wider color gamut and deeper blacks, consume less power and last longer than other digital projection technologies, and are capable of illuminating the largest screens in the IMAX network.

IMAX Xenon Theater Systems

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

IMAX Film Theater Systems

IMAX Film Theater Systems include various configurations, including 2D and 3D systems, and screen sizes. Following the introduction of the digital IMAX Xenon Theater System in 2008, the number of IMAX Film Theater Systems in the IMAX network has decreased significantly.

The following table provides information about the Company’s salestheater system backlog is as follows:of December 31, 2021 and 2020:

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

 

 

Number of

 

 

 

Dollar Value

 

 

 

Number of

 

 

 

Dollar Value

 

 

 

 

Systems

 

 

 

(in thousands)

 

 

 

Systems

 

 

 

(in thousands)

 

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

Sales and sales-type lease arrangements

 

 

163

 

 

 

 

10

 

 

 

$

190,280

 

 

 

$

11,532

 

 

 

 

175

 

 

 

 

10

 

 

 

$

200,296

 

 

 

$

13,135

 

 

Hybrid joint revenue sharing arrangements

 

 

126

 

 

 

 

6

 

 

 

 

91,704

 

 

 

 

4,785

 

 

 

 

140

 

 

 

 

7

 

 

 

 

99,911

 

 

 

 

5,560

 

 

Traditional joint revenue sharing arrangements

 

 

108

 

(1)

 

 

76

 

(1)

 

 

200

 

(2)

 

 

5,500

 

(2)

 

 

115

 

(1)

 

 

80

 

(1)

 

 

200

 

(2)

 

 

5,500

 

(2)

 

 

 

397

 

 

 

 

92

 

 

 

$

282,184

 

 

 

$

21,817

 

 

 

 

430

 

 

 

 

97

 

 

 

$

300,407

 

 

 

$

24,195

 

 

 

   December 31, 2018  December 31, 2017 
   Number of
Systems
  Dollar Value
(in thousands)
  Number of
Systems
  Dollar Value
(in thousands)
 

Sales and sales-type lease arrangements

   177(1)   $229,027(2)    162  $205,001 

Joint revenue sharing arrangements

     

Hybrid arrangements

   118   67,176   121   64,328 

Traditional arrangements

   269(3)    8,100(4)    216   11,942(4)  
  

 

 

  

 

 

  

 

 

  

 

 

 
   564(5)   $304,303   499(6)   $281,271 
  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Includes 20 hybrid sales theater systems which were previously classified under joint revenue sharing arrangements – hybrid sales arrangements.

(2)

Includes a variable consideration estimate of $16.4 million in accordance with ASC Topic 606. See “Critical Accounting Policies and Estimates” in Item 7 and note 4 in item 8 of this 2018 Form10-K for further discussion of the adoption impact of ASC Topic 606 on the Company’s revenues.

(3)

Includes 46 theater systems44 IMAX Theater Systems (2020 ― 46) where the customer has the option to convert from a joint revenue sharing arrangement to a sales arrangement.

(4)

(2)

Reflects contractualThe consideration owed under joint revenue sharing arrangements, which are accounted for as leases, is typically contingent on the box office receipts earned by the exhibitor. Accordingly, such arrangements do not usually have a dollar value in backlog; however, certain joint revenue sharing arrangements provide for contracted upfront payments. Future contingent payments are not reflected as these areand therefore carry a backlog value based on negotiated shares of box office results.those payments.

(5)

Includes 83 new laser projection system configurations (73 of the 83 new systems are IMAX with Laser projection system configurations) and 100 upgrades of existing locations to laser projection system configurations (98 of the 100 upgrades are for the IMAX with Laser projection system configurations).

(6)

Includes 27 new laser projection system configurations (three of the 27 new systems are IMAX with Laser projection system configurations) and five upgrades of existing locations to laser projection system configurations (three of the five upgrades are for the IMAX with Laser projection system configurations).

9


The number of theater systemsIMAX 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,year-to-year, which adds to backlog, and the installation and acceptance of theater systemsIMAX Theater Systems and the settlement of contracts, both of which reduce backlog. SalesThe dollar value of backlog typically represents the fixed contracted revenue under signed theater systemIMAX Theater System sale and lease agreements that the Company believes will be recognizedexpects to recognize as revenue upon installation and acceptance of the associated theater,system, as well as aan estimate of variable consideration estimate, however it excludesin sales arrangements. The value of backlog does not include amounts allocated to maintenance and extended warranty revenues. The value of sales backlog does not includerevenues or revenue from theaters in which the Company has an equity interest, operating leases, orand long-term conditional theater commitments. The value of theaters under joint revenue sharing arrangements is excluded from the dollar value of sales backlog, although certain theater systems under joint revenue sharing arrangements provide for contracted upfront payments and therefore carry a backlog value based on those payments. The Company believes that the contractual obligations for theater systemIMAX Theater System installations that are listed in sales 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 Theater System installation for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company and the customer are released from all their future obligations under the agreement, all or a portion of the initial rents or fees that the customer previously made to the Company are recognized as revenue.

8


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. Current backlog as at December 31:information reflects all known elections.

IMAX Maintenance

   2018  2017 
   Theater      Theater     
   Network   Backlog  Network   Backlog 

Flat Screen (2D)

   5    —     5    —   

Dome Screen (2D)

   37    —     41    —   

IMAX 3D Dome (3D)

   2    —     2    —   

IMAX 3D GT (3D)

   12    —     14    —   

IMAX 3D SR (3D)

   7    —     7    —   

IMAX Digital: Xenon (3D)

   1,346    381   1,250    467 

IMAX Digital: Laser (3D)

   59    12(1)    51    26(3)  

IMAX Digital: IMAX with Laser (3D)

   37    171(2)    —      6(4)  
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   1,505    564   1,370    499 
  

 

 

   

 

 

  

 

 

   

 

 

 

(1)

Backlog includes two upgrades to laser-based digital theater systems

(2)

Backlog includes 98 upgrades to IMAX with Laser digital theater systems

(3)

Backlog includes two upgrades to laser-based digital theater systems

(4)

Backlog includes three upgrades to IMAX with Laser digital theater systems

In 2018,IMAX Theater System arrangements also include a requirement for the Company installed 149to provide maintenance services over the life of the arrangement in exchange for an extended warranty and annual maintenance fee paid by the theater owner or operator. Under these arrangements, the Company provides preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX quality standard. Annual maintenance fees are paid throughout the duration of the term of the theater systems in new locations.agreements. (See “Maintenance and Extended Warranty Services” below.)

Film Distribution and Post-Production

Through its Film Distribution segment, the Company distributes large-format documentary films, primarily to institutional theaters. The Company estimates that it will installreceives as its distribution fee either a similar number of new theater systems (excluding upgrades) in 2019. The Company cautions, however, that theater system installations may slip from period to period over the coursefixed amount or a fixed percentage of the Company’s business, usually for reasons beyondtheater box office receipts and following the recoupment of its control.

IMAX theater systems consistcosts, is typically entitled to receive an additional percentage of the following configurations:

IMAX Digital: Xenon Theater Systemsgross revenues as participation revenues.

The vast majorityownership rights to the films distributed by the Company may be held by the film’s sponsors, third-party film investors and/or the Company. As of the Company’s theater system signings have been for the Company’s proprietary xenon-based digital systems. The Company believes that its xenon-based digital projection system delivers high quality imagery compared with other xenon systems. AlthoughDecember 31, 2021, the Company has introduced a new laser-based digital projection solution,distribution rights with respect to 53 films, which cover subjects such as space, wildlife, music, sports, history, and natural wonders.

In addition, the Company does not believe this will decrease the numbercontinues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a connected IMAX theater footprint capable of xenon-based digital theater systems installed in the immediate future.delivering live, interactive content with low latency and superior sight and sound. As atof December 31, 2018, the Company had installed 1,346 xenon-based digital theater systems and has an additional 381 xenon-based digital theater systems in its backlog.

IMAX Digital: Laser Theater Systems

At the end of 2014, the Company introduced its laser-based digital projection system. As a result of continued research and development aimed at creating a solution that is more affordable for its commercial multiplex partners, the Company rolled out IMAX with Laser in 2018, the Company’s next-generation laser projection system designed for IMAX2021, 68 theaters in commercial multiplexes. The Company believes IMAX laser-based digital projectors 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 theater network. As at December 31, 2018, the Company had installed 59 laser-based digital systems as compared to 51 as at December 31, 2017. As at December 31, 2018, the Company had installed 37 IMAX with Laser systems.

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, 2018, there were 44 IMAX flat screen and IMAX dome theater systems in the IMAX network as comparedwere configured to 48enable the streaming of live events with additional theaters expected to go-live throughout 2022.

In the fourth quarter of 2021, the Company distributed a Kanye West and Drake concert to 35 IMAX flat screentheaters across the United States and IMAX dome theater systems as at December 31, 2017. WithCanada through a partnership with Amazon Music. In the introductionfourth quarter of 2021, the Company also held special screenings of Joel Coen’s The Tragedy of Macbeth, including a live Q&A with Mr. Coen and actress Frances McDormand streamed from the IMAX digital theater systems, there has beenin Lincoln Square, New York, and West Side Story, featuring a decreaselive Q&A with director Steven Spielberg and his cast, which was streamed from the IMAX theater of Century City, California. Also, in the numberfirst quarter of IMAX flat screen and IMAX dome theater systems in the network. With the introduction of laser-based digital systems, the Company has been able to create a new Laser Dome solution for its institutional customers. As at December 31, 2018, the Company had installed two IMAX with Laser Domes, which are included in the above numbers.

9


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, 2018, there were 19 IMAX 3D GT and IMAX 3D SR theater systems in operation compared to 21 IMAX 3D GT and IMAX 3D SR theater systems in operation as at December 31, 2017. 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

In recent years, the Company has been exploring several new lines of business outside of its core business.

IMAX Home Entertainment Technologies and Services

In September 2018, the Company announced a new home entertainment licensing and certification program called IMAX Enhanced. This initiative was launched along with audio leader DTS (an Xperi subsidy), capitalizing on the companies’ decades of combined expertise in image and sound science. The certification program combineshigh-end consumer electronics products with IMAX digitallyre-mastered 4K high dynamic range (HDR) content and DTS audio technologies to offer consumers immersive sight and sound experiences for the home.

To be accepted into the program, leading consumer electronics manufacturers must design 4K HDR televisions, A/V receivers, sound systems and other home theater equipment to meet a carefully prescribed set of audio and video performance standards, set by a certification committee of IMAX and DTS engineers and some of Hollywood’s leading technical specialists.

The program will digitallyre-master content to produce more vibrant colors, greater contrast and sharper clarity, and will also deliver an IMAX signature sound experience.

IMAX Enhanced Program launch partners include Sony Electronics, Sony Pictures, Paramount Pictures, Sound United.

In 2013, the Company established a joint venture with TCL Multimedia Technology Holding Limited (“TCL”) to design, develop, manufacture and sell a premium home theater system. 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.

Original Content

The Company has created two film funds to help finance the production of original content. The Company formed the IMAX China Film Fund (the “China Film Fund”) with its subsidiary IMAX China, its partner CMC and several other large investors to help fund Mandarin language commercial films. The China Film Fund targets productions that can leverage the Company’s brand, relationships, technology and release windows in China.

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 has contributed $9.0 million to the Original Film Fund since 2014, and has reached its maximum contribution. The Company sees the Original Film Fund as a vehicle designed to generate a continuous, steady flow of high-quality documentary content. As at December 31, 2018, the Original Film Fund has invested $20.9 million toward the development of original films.

In 2017,2022, the Company partnered with Marvel Television Inc. (“Marvel”)Disney to hold a special screening of The Beatles: Get Back – The Rooftop Concert, featuring a live Q&A with director and Disney|ABC Television Groupproducer Peter Jackson streaming toco-produce and premiere theatrically the television series “Marvel’s Inhumans” in IMAX theaters. The first two episodes of the series ran worldwide in 68 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.worldwide.

The Company continues to believe that the IMAX network serves as a valuable platform to launch and distribute a broad variety of original content, especially during shoulder periods. However,content.

Through its Film Post-Production segment, the Company does not expect to make meaningful direct investments in original content going forward.

10


Virtual Reality

In 2017, the Company piloted a virtual reality (“VR”) initiative which included several pilot IMAX VR Centers located in a number of multiplexes, as well as a stand-alone venue, each retrofitted with proprietary VR pods that permitted interactive, moveable VR experiences.

The Company also established its VR Fund among the Company, its subsidiary IMAX China and other strategic investors to help finance the creation of interactive VR content experiences for use across all VR platforms, including in the pilot IMAX VR Centers.

In December 2018, the Company announced, in connection with its strategic review of its VR pilot initiative, that it had decided to close its remaining VR locations andwrite-off certain VR content investments. In January 2019, the Company decided to dissolve the VR Fund. For the year ended December 31, 2018, the Company has recognized asset impairment and exit costs related to its VR investments of $7.2 million. For additional information refer to note 24 in Item 8 of this 2018 Form10-K.

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 ownership rights to such films may be held by the film sponsors, the film investors and/or the Company. As at December 31, 2018, the Company currently has distribution rights with respect to 47 of such films, which cover subjects such as space, wildlife, music, history and natural wonders.

Several more recent large-format films that have been distributed by the Company include:Pandas, which was released in April 2018 and has grossed over $6.8 million as at the end of 2018;A Beautiful Planet, which was released in April 2016 and has grossed over $24.1 million as at the end of 2018;Voyage of Time, which was released in October 2016 and has grossed over $0.5 million as at the end of 2018;Island of Lemurs: Madagascar, which was released in April 2014 and has grossed over $14.1 million as at the end of 2018;Journey to the South Pacific, which was released in 2013 and has grossed $14.1 million as at the end of 2018. 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 3D andT-REX: Back to the Cretaceous.

In addition, the Company also provides film post-production and quality control services for large-format films, (whetherwhether produced internallyby IMAX or externally),third parties, and digital post-production services.

10


New Business Initiatives

The New Business Initiatives segment includes activities related to the expansion of the IMAX brand across new lines of business and initiatives, which seek to leverage the Company’s proprietary, innovative technologies, its leadership position in the entertainment technology space, its unique relationship with content creators, and its brand.

In September 2018, the Company launched IMAX EnhancedTM, a new initiative to bring The IMAX Experience into the home, in partnership with audio leader DTS (an Xperi subsidiary). IMAX Enhanced provides end-to-end premium technology across streaming content and best-in-class entertainment devices, offering consumers high-fidelity playback of image and sound in the home and beyond, including the following features:

IMAX’s expanded aspect ratio, which is available on select titles and streaming platforms, including Disney+ and features the full scale and scope of The IMAX Experience as the filmmakers intended;

IMAX’s proprietary remastering technology, which produces a more vivid, higher-fidelity 4K HDR images on today’s best televisions; and

IMAX signature sound, which is specially recreated and calibrated for the home by DTS to unlock more immersive audio.

To be certified as IMAX Enhanced, leading consumer electronics manufacturers spanning 4K/8K televisions, projectors, A/V receivers, loudspeakers, soundbars and smartphones must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee of IMAX and DTS engineers, along with some of Hollywood’s leading technical specialists.

At present, certified global device partners include Sony Electronics, Hisense, TCL, Phillips, Xiaomi, Sound United and Honor, among others. More than 150 IMAX Enhanced titles are now available across six of the biggest streaming platforms worldwide, including Disney+, Sony Bravia CORE, Tencent Video, iQiyi, Tsutaya TV and Rakuten TV.

The Company’s collaboration with Disney, which was announced in November 2021, allows fans to stream 14 Marvel titles in IMAX’s Expanded Aspect Ratio at home on Disney+. The 14 titles available on Disney+ include Shang-Chi and The Legend of The Ten Rings and Eternals, as well as Iron ManGuardians of the GalaxyGuardians of the Galaxy Vol. 2Captain America: Civil WarDoctor StrangeThor: RagnarokBlack PantherAvengers: Infinity WarAnt-Man and The WaspCaptain MarvelAvengers: Endgame, and Black Widow (content availability varies by region). The launch of IMAX Enhanced on Disney+ served as a focal point of Disney’s “Disney+ Day” two-year anniversary event, earning significant positive media coverage and providing strong brand exposure for IMAX by expanding the Company’s in-home entertainment footprint to more than 80 million subscribers.

IMAX Enhanced and the collaboration with Disney is part of the Company’s next evolutionary step to grow beyond Hollywood blockbusters and extend the IMAX brand and technology further into the streaming environment.

Other

The Company derives a small portion of its revenues from other sources including: twoincluding one owned and operated IMAX theaters;theater in Sacramento, California; a commercial arrangement with one theater resulting in the sharing of profits and losses; the provision of management services to fourthree other theaters; renting its proprietary 2D and 3D large-format film and digital cameras to third-party production companies; and also offering production advice and technical assistance to both documentary and Hollywood filmmakers.

As at December 31, 2018, the Company had two (December 31, 2017 — two) owned and operated IMAX theaters. In addition, the Company has a commercial arrangement with one theater resulting in the sharing of profits and losses and provides management services to three other theaters. In January 2019, the Company closed its owned and operated theater in Minneapolis, Minnesota and now has one remaining owned and operated theater in Sacramento, California. The Company also rents its proprietary 2D and 3D large-format film and digital cameras to third party production companies. The Company maintains cameras and other film equipment and also offers production advice and technical assistance to both documentary and Hollywood filmmakers.

MARKETING AND CUSTOMERS

The Company markets its theater systemsIMAX Theater Systems through a direct sales force and marketing staff located in offices in Canada, the United States, Greater China, Europe, and Asia. In addition, the Company has agreements with consultants, business brokers and real estate professionals to locate potential customers and theater sites for the Company on a commission basis.

The commercialCommercial multiplex theater segmenttheaters are the largest part of the IMAX theater network, is the Company’s largest segment, comprising 1,4091,599 IMAX theaters, or 93.6%95%, of the 1,5051,683 IMAX theaters open or operationalin the IMAX network as atof December 31, 2018.2021. The Company’s institutional customers include science and natural history museums, zoos, aquaria, and other educational and cultural centers. The Company also sells or leases its theater systemsIMAX Theater Systems to commercial destinations such as theme parks, private home theaters, tourist destination sites, fairs and expositions (the Commercial Destination

11


segment). Atexpositions. As of December 31, 2018,2021, approximately 70.1%74% of all openedopen IMAX theaters were in locations outside of the United States and Canada.

11


The following table outlinesprovides detailed information about the breakdown of the theaterIMAX network by theater type and geographic location as atof December 31:31, 2021 and 2020:

 

  2018 Theater Network Base   2017 Theater Network Base 

 

December 31, 2021

 

 

 

December 31, 2020

 

  Commercial
Multiplex
   Commercial
Destination
   Institutional   Total   Commercial
Multiplex
   Commercial
Destination
   Institutional   Total 

 

Commercial

Multiplex

 

 

Commercial

Destination

 

 

Institutional

 

 

Total

 

 

 

Commercial

Multiplex

 

 

Commercial

Destination

 

 

Institutional

 

 

Total

 

United States

   365    4    33    402    364    4    35    403 

 

 

363

 

 

 

4

 

 

 

27

 

 

 

394

 

 

 

 

367

 

 

 

4

 

 

 

30

 

 

 

401

 

Canada

   39    2    7    48    37    2    7    46 

 

 

39

 

 

 

1

 

 

 

7

 

 

 

47

 

 

 

 

39

 

 

 

1

 

 

 

7

 

 

 

47

 

Greater China(1)

   624    —      15    639    527    —      17    544 

 

 

768

 

 

 

 

 

 

15

 

 

 

783

 

 

 

 

729

 

 

 

 

 

 

16

 

 

 

745

 

Western Europe

 

 

116

 

 

 

4

 

 

 

8

 

 

 

128

 

 

 

 

115

 

 

 

4

 

 

 

8

 

 

 

127

 

Asia (excluding Greater China)

   112    2    3    117    100    1    3    104 

 

 

122

 

 

 

2

 

 

 

2

 

 

 

126

 

 

 

 

123

 

 

 

2

 

 

 

2

 

 

 

127

 

Western Europe

   101    4    10    115    88    4    10    102 

Russia & the CIS

   62    —      —      62    58    —      —      58 

 

 

70

 

 

 

 

 

 

 

 

 

70

 

 

 

 

68

 

 

 

 

 

 

 

 

 

68

 

Latin America(2)

   47    1    12    60    42    —      12    54 

 

 

51

 

 

 

1

 

 

 

11

 

 

 

63

 

 

 

 

51

 

 

 

1

 

 

 

11

 

 

 

63

 

Rest of the World

   59    1    2    62    56    1    2    59 

 

 

70

 

 

 

 

 

 

2

 

 

 

72

 

 

 

 

70

 

 

 

 

 

 

2

 

 

 

72

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,409    14    82    1,505    1,272    12    86    1,370 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total(3)

 

 

1,599

 

 

 

12

 

 

 

72

 

 

 

1,683

 

 

 

 

1,562

 

 

 

12

 

 

 

76

 

 

 

1,650

 

 

(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.

(3)

Period-to-period changes in the table above are reported net of the effect of permanently closed theaters.

(For information on revenue breakdown by geographic area, see note 19Note 21 of Notes to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of this 2018 Form10-K. The Company’s foreign operations are subject to certain risks.8. See “Risk Factors – The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and future growth prospects” and “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business in China”there” in Item 1A. TheAs of December 31, 2021, the Company’s largest customer, Wanda, as at December 31, 2018,is based in China and represents 34.8%22% of the Company’s network of theaters, 29.1%4% of the Company’s theater system backlog and 17.1%10% of its revenues. As of December 31, 2020, Wanda and AMC, which was then controlled by Wanda, represented 35% of the Company’s network of theaters, 19% of the Company’s theater backlog and 16% of its revenue. Wanda sold its controlling interest in AMC in 2021.)

INDUSTRY OVERVIEW

Competition

Theout-of-home entertainment industry is very competitive, and the Company faces a number of competitive challenges. In recent years, forFor instance, exhibitors and entertainment technology companies have introduced their own branded, large-screen 3D auditoriums or other proprietary theater systems, some of which include laser-based projectors, and in many cases, have marketed those auditoriums or theater systems as having similar quality or attributes asto an IMAX theater.Theater System. The Company believes that all of these alternative formats deliver images and experiences that are inferior toThe IMAX Experience.

The Company may continue to face competition in the future from companies in the entertainment industry with new technologies and/or substantially greater capital resources to develop and support them. The Company also facesin-home competition from a number of alternative motion picture distribution channels such as home video,pay-per-view,subscription streaming services, transactional video-on-demandBlu-ray Disc, Internet (both rentals and syndicatedsales), advertiser-supported video-on-demand, pay-per-view, internet, and broadcast and cable television. During the COVID-19 pandemic, when theaters were closed in many global markets, certain movie studios released several high-profile films directly or concurrently to streaming platforms rather than exclusively to theaters within the traditional theatrical release window. While there can be no assurances whether or when this practice will end once the effects of the COVID-19 pandemic fully recede, several Hollywood studios have recently reiterated their commitment to maintaining exclusive theatrical release windows. The Company further competes for the public’s leisure time and disposable income with other forms of entertainment, including gaming, sporting events, concerts, live theater, social media and restaurants.

12


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,Theater Systems (including the quality of the sound system components included with an IMAX Theater System), the return on investment of an IMAX theater,Theater System for exhibitors, the number and quality of IMAX films that it distributes, the relationships the Company maintains with prominent Hollywood and international filmmakers aand other content creators (a number of whom desire to film 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 IMAX theaters through IMAX DMR technology, the availability of unique and innovative events and experiences such as distributed concerts, special theatrical screenings, and live Q&A sessions with top content creators, consumer loyalty and the level of the Company’s service and maintenance and extended warranty efforts. The Company believes that its laser-based projection system increasessystems further increase the technological superiority of the consumer experience it delivers. As a result, the Company believes that virtually all of the best performing premium theaters in the world are IMAX theaters.

12


Exhibitor Consolidation

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 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. In 2018,recent years, the commercial exhibition industry continueshas continued to consolidate, as evidenced by Cineworld Group’s acquisition of Regal Entertainment Group the Company’s second largest customer.(“Regal”) in 2018.

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.Theater Systems. As larger commercial chains such as AMC 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 systemsTheater Systems across the Odeon and Nordic theater network. The Company believes that continued consolidation could facilitate further signings and other strategic benefits going forward.

However, exhibitor consolidation has also resulted in individual exhibitor chains constituting a material portion of the Company’s revenue and network. Continued industry consolidation, (asas well as consolidation in the movie studio industry)industry, may present risks to the Company. See(See “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 1A of this 2018 Form10-K.1A.)

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. In 2020, IMAX launched the “Filmed in IMAX” program, a partnership with the world's leading camera manufacturers to meet filmmaker demand for The IMAX Experience. Through the program, IMAX will certify high-end, best-in-class digital cameras with leading brands including ARRI, Panavision, RED Digital Cinema and Sony to work in the IMAX format when paired with its proprietary post-production process.

The IMAX brand is a promise to deliver what today’s movie audiences crave — a memorable, more emotionally engaging, more thrilling and shareable experience. Consumer research conducted in six countries worldwide by aFrom 2015 to 2019, the Company commissioned leading third-party research firm showsfirms to conduct multiple consumer research studies in eleven countries. The studies show that the IMAX brand has near universal awareness, creates a special experience for the audience, and is one of the most differentiated movie-going brands. On a standardized measure of brand equity, the IMAX brand ranged from two to 10 times more powerful than other entertainment technology brands. The Company believes that its strong brand equity supports consumers’ predisposition to choose IMAX over competing brands and to pay a premium forThe IMAXExperience now and into the future.

13


RESEARCH AND DEVELOPMENT

The Company believes that it is one of the world’s leadinga premier global technology platform for 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, the Company increased its level of research and development in order to develop laser-based projection systems. The Company rolled out its flagship laser-based projection system at the end of 2014, which is capable of illuminating the largest screens in the Company’s network. TheThis laser-based projection system provides greater brightness and clarity, higher contrast, a wider color gamut and deeper blacks, while consuming less power and lasting longer than existing digital technology, to ensure that the Company continues to provide the highest quality, premier movie going experience available to consumers. In 2018,Since then, the Companyrolled-out IMAX with Laser, the Company’s next generation laser-based projection system, which is targeted primarily for screens in commercial multiplexes. With most of the laser development completed, the Company expects their has continued research and development efforts will center around innovation projects and DMR enhancementsaimed at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers. Beginning in 2019.

Going forward,late 2021, the Company plansbegan offering an additional laser-based theater system product to provide a broader array of customers with an opportunity to replace and upgrade IMAX Xenon Theater Systems.

The Company intends to continue research and development 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 theater network and experimenting with live and interactive events worldwide; developing new IMAX film cameras and certifying additional digital cameras; further improving its proprietary DMR process for the delivery of content for both theatrical and home entertainment; and further improving the reliability of its projectors;projectors, as well as enhancing the Company’s image quality; expanding the applicability of the Company’s digital technology in both theater and home entertainment; developing IMAX theater systems’ capabilities; and improving the Company’s proprietary DMR process. 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 important research and development project and is working with other parties on this initiative.sound quality.

As atof December 31, 2018, 862021, 34 of the Company’s employees were connected with research and development projects.projects, as compared to 45 employees as of December 31, 2020.

13


MANUFACTURING AND SERVICE

Projector Component Manufacturing

The Company assembles the projector of its theater systemsIMAX Theater System projectors at its officefacility in Mississauga, Ontario, Canada (near Toronto). TheWith few exceptions, the Company develops and designs all of the key elements of the proprietary technology involved in this component. Fabrication of a majority of parts 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 2018,Historically, these projectors, including both the Company’s xenonIMAX Laser Theater Systems and laser-based projection systems,IMAX Xenon Theater Systems, have had reliability rates based on scheduled shows of approximately 99.9%99%.

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 component 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.Theater Systems. These arrangements are usually for a separate fee, although the Company oftensometimes includes free service in the initial year of an arrangement. The maintenance and extended warranty arrangements include service, maintenance and replacement parts for theater systems.IMAX Theater Systems.

14


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 Theater 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 theater every six months to provide preventative maintenance, cleaning and inspection services and emergency visits to resolve problems and issues with the theater system. Under some arrangements, customers can elect to participate in a service partnership program whereby the Company trains a customer’s technician to carry out certain aspects of maintenance. Under such shared maintenance arrangements, the Company participates in certain of the customer’s maintenance checks each year, provides a specified number of emergency visits and provides spare parts, as necessary. For both xenonIMAX Laser Theater Systems and laser-based digital systems,IMAX Xenon Theater 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 encompassesincludes theater 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 and laser projection. Included in the exclusive license rightsCompany’s patent portfolio are more than 40 patent and patent families acquired from The Eastman Kodak Company (“Kodak”) to a portfolio of more

14


than 50 patent families covering laser projection technology as well as certain exclusive rights to a broad range of Kodak patents in the field of digital cinema.technology. The Company has been and will continue to be diligent in the protection of its proprietary interests.

As atof December 31, 2018,2021, the Company holds 106107 patents, has 139 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 20202022 and 2034.2038.

The Company owns or otherwise has rights to trademarks and trade names used in conjunction with the sale of its products, systems and services. The following trademarks are considered significant in terms of the current and contemplated operations of the Company: IMAX®, IMAX® Dome, IMAX® 3D, IMAX® 3D Dome, Experience It In IMAX®,The IMAXExperience®,AnIMAXExperience®,AnIMAX3D Experience®, IMAX DMR®, DMR®, IMAX nXos®, IMAX think big®, think big® and IMAX Is BelievingFilms to the Fullest®. These trademarks are widely protected by registration or common law throughout the world. The Company also owns the service mark IMAX THEATRETM.

EMPLOYEESHUMAN CAPITAL

The Company had 660is a globally diverse brand with the mission to connect the world through extraordinary experiences that inspire us to reimagine what’s possible, together. The Company has the power to inspire, ignite and involve its teams, customers and partners across the 1,683 IMAX Theater Systems in its network to transcend the ordinary. However, the Company understands that these experiences are only made possible through its employees’ diverse range of unique abilities and perspectives and its ability to attract, retain, and engage a talented, inclusive and respected workforce.

The Company is committed to acquiring talent and developing internal talent to create a high-performing, diverse workforce. In order to achieve this objective, the Company offers competitive pay programs and benefits to its people globally. Please see “—Total Rewards” below for additional information regarding the Company’s compensation practices. The Company supports and develops its employees through a variety of training and development programs that build and strengthen leadership and professional skills, including an education reimbursement program, career development planning, and in-house learning opportunities that support its people as atthey grow in their careers. In addition, to promote a safe and inclusive environment for its employees, the Company provides specific annual compliance and trainings on cultivating respect in the workplace and harassment prevention.

The Company obtains and reviews employee feedback to monitor employee satisfaction and engagement on an annual basis. The most recent employee survey resulted in the participation of over 81% of the global workforce, and an engagement score 5 points higher than the cross-industry and cross-country benchmark provided by a third-party employee engagement platform, showcasing a highly engaged and dedicated workforce. The survey also provides management with insightful feedback to help build, drive, and measure the success of people initiatives in the future.Following this year’s survey, focus groups were conducted to engage employees further to help the Company plan and execute programs with respect to people initiatives by highlighting potential opportunities, such as increasing communication throughout the business, building supportive resources for the managers, and building programs to highlight career development opportunities.

15


As of December 31, 2018, compared2021, the Company had 665 full-time employees, of whom 147 employees were based outside of North America.

Total Rewards

The Company continues to 606have a total rewards mindset that encompasses all that is provided to its employees in the form of financial and nonfinancial compensation, benefits, well-being, and growth opportunities. The goal of these total rewards programs is to provide employees with market competitive offerings, opportunities and experiences that evolve over time.

As the Company continues to evolve as atan organization, it continues to modernize its total rewards programs to improve the employee experience and adequately reflect a diverse, multigenerational, and talented workforce.

The structure of the Company’s total rewards programs balances base compensation, incentive compensation for both short-term and long-term performance and a focus on total well-being. In addition:

The Company’s comprehensive benefit program is a valuable piece of the Company’s total rewards package. All active, full-time employees are eligible to participate in the Company’s benefit program, which includes medical, dental and vision coverage for employees and their families; provides income protection should employees become disabled and/or unable to work; and offers life and accidental death and dismemberment insurance. The Company provides parental leaves to all new parents for birth, adoption, or foster placement. The Company also maintains additional benefit programs to support the financial, mental, and physical well-being of its employees.

The Company’s employee salaries and wages are competitive and consistent with employee positions, performance, skill levels, experience, knowledge and geographic location. Many employees are also eligible to receive long-term equity-based incentive compensation, which aligns the interests of the Company’s employees with that of its shareholders.

The Company partners with multiple external industry experts to support and independently evaluate its total rewards programs. Job function relative to salaries and wages are evaluated and benchmarked annually. The Company receives advice from such experts relating to global benefits offerings and employee compensation to ensure alignment with its peers within the industry.

Diversity, Equity, and Inclusion

The Company believes that a culture of diversity and inclusion is a competitive advantage that fuels innovation and strengthens a company’s reputation. The Company is committed to Diversity, Equity, and Inclusion (“DE&I”), and its culture is defined by its core values of Inspire, Ignite, and Involve. The Company’s focus with respect to DE&I is to attract, retain, and engage a talented, inclusive and respected workforce. As a part of its ongoing commitment to expanding its diverse and inclusive workforce, the Company has assembled a DE&I council of employees across levels, tenures and demographic backgrounds to assist the Company in executing the four key pillars of its global DE&I strategy, which includes the following objectives:

Raise awareness and educate those around the Company on issues that are important to its people and its audiences.

Empower the Company’s people and leadership to be champions of diversity, equity and inclusion by rewarding positive behaviors and encouraging frequent feedback and input.

Communicate and connect using inclusive and concise messages.

Ensure that equal opportunity and diversity of people is non-negotiable in how the Company attracts, selects, supports, develops and rewards its people, and in whom IMAX chooses to partner with.

In 2021, the DE&I council hosted multiple Company-wide events and launched educational awareness campaigns that represent, support and spark dialogue among the diverse communities that make up IMAX’s workforce. As of December 31, 2017. Both employee counts exclude hourly employees at2021, women represented approximately 36% of the Company’s ownedglobal workforce. The Company currently has one female director on the Board of Directors (13%) and operatedfive female members on the Company’s management team of 17 (29%). Moreover, four members of the Company’s management team identify as ethnically diverse (24%).

16


Employee Health and Safety

Recognizing the various employee health and safety risks associated with the delivery of the world’s most immersive movie-going experience, the Company has implemented a global program for workplace safety that ensures it has the necessary controls in place to keep its employees and visitors safe.

Employee health and safety is one of the Company’s top priorities. Risks to the health and safety of the Company’s employees are present in day-to-day office work, building renovation, manufacturing, logistics, training, testing, research and development, and during the designing, installation and service of the Company’s theaters around the world. Every employee at each IMAX location, workplace, business unit and certain other newdepartment is responsible for participating in workplace safety planning activities and managers are responsible for employee health and safety program implementation for their business initiatives.function. This effort is supported by a cross-functional Health and Safety team dedicated to employee health and safety and business continuity.

This continuous focus on and commitment to the health and safety of the Company’s employees has remained central to the Company’s continued response to COVID-19. Specifically, the Company:

instituted a cross-functional Pandemic Response team to support decision making and implementation of COVID-19 response programs;

adopted mandatory vaccination policies in its facilities in the United States and Canada;

supported a virtual workplace and scheduling flexibility to provide a safe working environment;

developed an illness reporting process to encourage those who were ill to stay home and focus on their health;

increased communication with the introduction of a dedicated resource page on its intranet for information related to the understanding of COVID-19, local resources, and access to mental well-being support; and

as work locations reopened, the Company took the following actions in accordance with health guidance of applicable jurisdictions:

o

increased cleaning protocol;

o

upgraded air filtration and ventilation systems;

o

provided access to personal protective equipment;

o

mandated daily health screenings;

o

required social distancing and implemented flow of traffic requirements in the building; and

o

modified workspaces to allow for social distancing and plexiglass protections where necessary.

AVAILABLE INFORMATION

The Company makes available, free of charge, its Annual Reports 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”). 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. No information included on the Company’sCompany's website shall be deemed included or otherwise incorporated into this 2018 Form10-K, except where expressly indicated.

 

15


17


Item 1A.Risk Factors

IfBefore you make an investment decision with respect to the Company’s common stock, you should carefully consider all of the information included in this Form 10-K and the Company’s subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described below and the risks and uncertainties related to "Forward Looking Statements," any of 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, which are not ranked in any particular order, 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 deems immaterial or that are currently unknown to the Company or that it deems immaterial, may also impair its business or operations.

RISKS RELATED TO THE COMPANY’S BUSINESS AND OPERATIONS

The Company conductshas experienced a significant decrease in its revenues, earnings, and cash flows due to the COVID-19 pandemic and its business, internationally, which exposes itfinancial condition and results of operations may continue to uncertainties and risks that could negatively affect its operations, sales andbe significantly harmed in future growth prospects.reporting periods.

A significant portionThe impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s revenuesbusiness and gross box office are generated by customers located outsidethe global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close, including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally scheduled for release in 2020 and early 2021, including many scheduled to be shown in IMAX theaters, while several other films were released directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As such, there is no assurance that movie theaters will remain open if there is a continued rise of or resurgence in COVID-19 cases in certain jurisdictions. As of December 31, 2021, 95% of the theaters in the global IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United States and Canada. Approximately 66%Canada), 61% and 62%95% of the Company’s revenues were derived outside of the United States and Canada in 2018, 2017 and 2016, respectively. As at December 31, 2018, approximately 73% of IMAX theater systems arrangements in backlog are scheduled to be installed in international markets. The Company’s network currently spans 80 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 negatively affect the Company’s operations, sales and future growth prospects. These risks include:

new restrictions on access to markets, 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;

inability to complete installations of or collect full payment on installations of theater systems;

local business practices that can present challenges to compliance with applicable anti-corruption and bribery laws;

difficulties in establishing market-appropriate pricing;

less accurate and/or less reliable box office reporting;

adverse changes in 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.

16


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 31% of overall revenues generated from the Company’s China operations in 2018. As at December 31, 2018, the Company had 639 theaters operating in Greater China with an additional 272and 91% of the theaters in backlog, which represent 48.2%Rest of World markets.

The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a lesser extent, during 2021, when compared to periods prior to the onset of the Company’s current backlog and which are scheduled to be installed in Greater China by 2022. Of the systems currently scheduled to be installed in Greater China, 72.1% are under joint revenue sharing arrangements, which further increase the Company’s ongoing exposure topandemic, as gross box office performance(“GBO”) results from theaters in this market.

The China market faces a number of risks, including changes in laws and regulations, currency fluctuations, increased competition and changes in economic conditions, including the risk of an economic downturn or recession, trade embargoes, restrictions or other barriers, as well as other conditions that may impact the Company’s exhibitor and studio partners, as well as 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.

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 scope of the Company’s continued expansion in China and the business conducted by it within China. For instance, the Chinese government regulates both the number and timing or terms of Hollywood films released to the China market. The Company cannot provide assurance that the Chinese government will continue to permit the release of IMAX films in China or that the timing or number of IMAX releases will be favorable to the Company. There are also uncertainties regarding the interpretation and application of laws and regulations and the enforceability of intellectual property and contract rights in China. If the Company were unable to navigate China’s regulatory environment, 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 business could be adversely impacted.

The success of the IMAX network declined, the installation of certain theater network is directly relatedsystems was delayed, and maintenance fees were generally not recognized for theaters that were closed or operating with reduced capacities. Given the uncertainty around when movie-going will return to the availability and success of IMAX DMR films for whichhistorical levels, 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 theaters and the box office performance of such films. The Company itself produces only a small number of such films and, as a result, the Company relies principally on films produced by third party filmmakers and studios, including both Hollywood and local language features converted into the Company’s large format using the Company’s IMAX DMR technology. In 2018, 70 IMAX DMR films were released by studios to the worldwide IMAX theater network. There is no guarantee that filmmakersthe effects of the COVID-19 pandemic will end even after theaters are reopened. The timing and studiosextent of a recovery of consumer behavior and willingness to spend discretionary income on movie-going may delay the Company’s ability to generate significant revenue from GBO generated by its exhibitor customers until consumer behavior normalizes and consumer spending recovers.

In 2020 and 2021, the Company applied for and received wage subsidies, tax credits and other financial support under COVID-19 relief legislation that has been enacted in the countries in which it operates. There are no guarantees that the Company will continue to release films toapply for or receive such benefits in the IMAX theater network,future or that the films selected for release toCompany will receive any additional material financial support through these or other programs that may be created, expanded, or implemented by governments in the IMAX theater network will be commercially successful. Thecountries in which the Company is directly impacted by the box office results for the films released to the IMAX network through its joint revenue sharing arrangements as well as through the percentageoperates.

18


As a result of the 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 share arrangements and to sell IMAX theater systems also depends on the number and commercial success of films released to its network. The commercial success of films released to IMAX theaters depends on a number of factors outsidefinancial difficulties faced by certain of the Company’s control, including whether the film receives critical acclaim, the timingexhibition customers arising out 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 IMAXpandemic-related theater network.

In addition, as the Company’s international network has expanded,closures, the Company has signed dealsexperienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response, beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating with studiosreduced capacities and, in other countries to convert their films to the Company’s large format and release them to IMAX theaters. The Company may be unable to select films which will be successfulcertain situations, by providing extended payment terms on annual minimum payment obligations in international markets or may be unsuccessful in selecting the right mix of Hollywood and local DMR filmsexchange for a particular countrycorresponding or region, notably Greater China,longer extension of the Company’s largest market. Also, conflicts in international release schedules may make it difficult to release every IMAX film in certain markets.

17


The Company depends principally on commercial movie exhibitors to purchaseterm of the underlying sale or lease IMAX theater systems, to supply box office revenue under joint revenue sharing arrangements and under its sales and sales-type lease agreements and to supply venues in which to exhibit IMAX 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 systems or enter into joint revenue sharing arrangements with the Company, or whether anyarrangement. However, certain of the Company’s exhibitor partners that had reopened theaters have temporarily suspended operations of their theater network in certain jurisdictions and other exhibitor partners have reduced their theaters’ operating hours, which may exacerbate existing financial difficulties. The Company’s exhibitor customers willpartners may continue to do anyexperience operational and/or financial difficulties if the COVID-19 pandemic continues or consumers change their behavior and consumption patterns in response to the prolonged suspension of movie-going, or for other reasons, which would further increase the foregoing. If exhibitors choose to reduce their levels of expansion, negotiate less favorable economic terms, or decide not to enter into transactionsrisks associated with payments due under existing agreements with the Company. The ability of such partners to make payments cannot be guaranteed and is subject to changing economic circumstances. Further, the Company the Company’s revenues would not increase at an anticipated ratehas had to delay certain theater system installations from backlog and motion picture studios may be less willingrequired to convert their films intofurther delay or cancel such installations in the Company’s format for exhibition in commercial IMAX theaters.future. As a result, the Company’s future revenues and cash flows couldmay be adversely affected.

Recent consolidation among commercial exhibitorsGiven the dynamic nature of the circumstances, while the Company has been negatively impacted as of the date of filing of this report, it is difficult to predict the full extent of the adverse impact of the COVID-19 pandemic on the Company’s financial condition, liquidity, business and studios reducesresults of operations in future reporting periods. The extent and duration of such impact on the breadthCompany will depend on future developments, including, but not limited to, the duration and scope of the pandemic, the emergence, spread and severity of variants of the virus, the progress made on administering vaccines and developing treatment and the effectiveness of such vaccines and treatments, the progress towards the resumption of normal operations of movie theaters worldwide and their return to historical levels of attendance, the timing of when new films are released, consumer behavior, the solvency of the Company’s customer base,exhibitor partners, their ability to make timely payments, any potential construction or installation delays involving our exhibitor partners, the continuing impact of the pandemic on global economic conditions and could result in a narrower market forongoing government responses to the pandemic. Such events are highly uncertain and cannot be accurately forecast. Moreover, there can be no guarantees that the Company’s products and reduced negotiating leverage. A deterioration inliquidity needs will not increase materially as the Company’s relationship with key partners could materially, adversely affectCOVID-19 pandemic continues. In addition, liquidity needs as well as other changes to the Company’s business financial condition or resultsand operations may impact the Company’s ability to maintain compliance with certain covenants under the Company’s credit agreement with Wells Fargo Bank (see Note 14 of operation. In addition, an adverse economic impactNotes to Consolidated Financial Statements in Part II, Item 8). The Company may also be subject to impairment losses based on long-term estimated projections. These estimates and the likelihood of future changes in these estimates depend on a significant customer’s business operations could havenumber of underlying variables and a corresponding material adverse effect on the Company.

The Company’s primary customers are commercial multiplex exhibitors. The commercial exhibition industry has undergone significant consolidation in recent years, with Dalian Wanda’s acquisitionsrange 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. In the current year the industry continues to consolidate, as evidenced by Cineworld Group’s acquisition of Regal Entertainment Group. Exhibitor concentration has resulted in individual exhibitor chains constituting a material portion of the Company’s network and revenue. For instance, Wanda and AMC continue to be the Company’s largest exhibitor customer, representing approximately, 20.2%, 16.4% and 13.5% of the Company’s total revenues in 2018, 2017 and 2016, respectively. Wanda’s current commitmentpossible outcomes. Actual results may differ materially from management’s estimates, especially due to the Company stands at 359 IMAX theater systems,uncertainties associated with the COVID-19 pandemic. If business conditions deteriorate further, or should they remain depressed for a more prolonged period of time, management’s estimates of operating results and Wandafuture cash flows for reporting units may be insufficient to support the goodwill assigned to them, thus requiring impairment charges. Estimates related to future expected credit losses and AMC together represented approximately 34.8% of the commercial network and 29.1% of the Company’s backlogdeferred tax assets, as at December 31, 2018. The share of the Company’s revenue that is generated by Wanda and AMC is expected to continue to growwell as the numberrecoverability of Wanda theater systems currently in backlog 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 intoequipment supporting joint revenue sharing arrangements withand the Companyrealization of variable consideration assets, could also be materially impacted by changes in estimates in the future.

The COVID-19 pandemic and if so, whether contractual terms will be affected. Ifpublic health measures implemented to contain it may also have the Company does business with either Wanda and/or AMC oreffect of heightening many of the other large exhibitor chains less frequently or on less favorable terms than currently,risks described in this Form 10-K, including, but not limited to, risks relating to harm to the Company’s key personnel, diverting management’s resources and time to addressing the impacts of COVID-19, which may negatively affect the Company’s ability to implement its business 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 onplan and pursue certain opportunities, potential impairments, 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, expected to occur during early 2019. Studio consolidation could result in individual studios comprising a greater percentageeffectiveness of the Company’s film slateinternal control of financial reporting, cybersecurity and overall DMR revenue,data privacy risks due to employees working from home, and could exposerisks of increased indebtedness under the Company’s revolving credit facility with Wells Fargo Bank, including the Company’s ability to seek waivers of covenants or to refinance any of the Company’s borrowings, among others (see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8). The longer the COVID-19 pandemic and associated protective measures persist, the more severe the extent of the adverse impact of the pandemic on the Company is likely to the same risks described above in connection with exhibitor consolidation.be.

19


General political, social and economic conditions can affect the Company’s business by reducing both revenuerevenues generated from existing IMAX theater systemsTheater Systems and the demand for new IMAX theater systems.Theater Systems.

The Company’s success depends in part on general political, social and economic conditions and the willingness of consumers to purchase tickets to IMAX movies. If movie-going becomes less popular globally, the Company’s business could be adversely affected, especially if such a decline occurs in Greater China. In addition, the Company’s operations could be adversely affected if consumers’consumers' discretionary income globally or in a particular geography falls as a result of an economic downturn.downturn resulting from the COVID-19 pandemic or otherwise, as a result of increased inflation, or for any other reason. Such adverse impact on consumer’s discretionary income could result in a shift in consumer demand away from movie-going. In recent years, the majority of the Company’s revenue has been directly derived from the box office revenuesresults of its films.exhibitor partners. Accordingly, a decline in attendance at commercial IMAX theaters could materially and adversely affect several sources of key revenue streams for the Company.

The Company also depends on the sale and lease of IMAX theater systemsTheater Systems to commercial movie exhibitors to generate revenue. Commercial movie exhibitors generate revenues from consumer attendance at their theaters, which depends on the willingness of consumers to visit movie theaters and spend discretionary income at movie theaters. In the event of declining box office and concession revenues, commercial exhibitors may be less willing to invest capital in new IMAX theaters. In addition, a significant portion of theaters in the Company’s backlog are expected to be installed in newly built multiplexes. An economic downturn could impact developers’ ability to secure financing and complete the buildout of these locations, thereby negatively impacting the Company’s ability to grow its theater network.

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

18

An important factor affecting the growth and success of the IMAX network is the availability and strategic selection of films for IMAX theaters and the box office performance of such films. The Company itself produces only a small number of such films and, as a result, the Company relies principally on films produced by third-party filmmakers and studios, including both Hollywood and local language features converted into the Company’s format. In 2021, 63 IMAX films were released to the Company’s global theater network. There is no guarantee that filmmakers and studios will continue to release films to the IMAX network, or that the films selected for release to the IMAX network will be commercially successful. The Company is directly impacted by the commercial success and box office results of the films released to the IMAX network through its joint revenue sharing arrangements, as well as through the percentage of the box office receipts the Company receives from the studios releasing IMAX films, and the Company’s continued ability to secure films, find suitable partners for joint revenue sharing arrangements and to sell IMAX Theater Systems. The commercial success of films released to IMAX theaters depends on a number of factors outside of the Company’s control, including whether the film receives critical and consumer acclaim, the timing of its release, the success of the marketing efforts of the studio releasing the film, consumer preferences and trends in cinema attendance. Moreover, films can be subject to delays in production or changes in release schedule, which can negatively impact the number, timing and quality of IMAX films released to the Company’s global theater network.

In addition, as the Company’s international network has expanded, the Company has signed deals with studios in other countries to convert their films to the Company’s format and release them to IMAX theaters. The Company may be unable to select films which will be successful in international markets or may be unsuccessful in selecting the right mix of Hollywood and local language films for a particular country or region, notably Greater China, the Company’s largest market. Also, conflicts in international release schedules may make it difficult to release every IMAX film in certain markets.

The Company depends principally on commercial movie exhibitors to purchase or lease IMAX Theater Systems, to supply box office revenue under joint revenue sharing arrangements and under its sales and sales-type lease agreements and to supply venues in which to exhibit IMAX films. The Company can make no assurances that exhibitors will continue to do any of these things.

The Company is unable to predict the pace at which exhibitors will purchase or lease IMAX Theater Systems or enter into joint revenue sharing arrangements with the Company, or whether any of the Company’s existing exhibitor customers will continue to do any of the foregoing. If exhibitors choose to reduce their levels of expansion, negotiate less favorable economic terms, or decide not to enter into transactions with the Company, the Company’s revenues would not increase at an anticipated rate and motion picture studios may be less willing to convert their films into the Company’s format for exhibition in commercial IMAX theaters. As a result, the Company’s future revenues and cash flows could be adversely affected.

20


The Company is undertaking brand extensions and new business initiatives, and the Company’s investments and efforts in such business evolution may not be successful.

The Company is undertaking brand extensions and new business initiatives. These initiatives represent new areas of growth for the Company and could include the offering of new products and services that may not be accepted by the market. The Company has recently explored initiatives in the fields of original content and in-home entertainment technology, both of which are intensely competitive businesses and which are dependent on consumer demand, over which the Company has no control. The Company is also exploring new technologies to connect the IMAX network to facilitate bringing more unique content, including broadcasts of live events, to IMAX theater audiences. If any new brand extensions and business initiatives in which the Company invests or attempts to develop does not progress as planned, the Company may be adversely affected by investment expenses that have not led to the anticipated results, by write-downs of its assets, by the distraction of management from its core business or by damage to its brand or reputation.

In addition, these initiatives may involve the formation of joint ventures and business alliances. While the Company seeks to employ the optimal structure for each such business alliance, the alliance may require a high level of cooperation with and reliance on the Company’s partners and there is a possibility that the Company may have disagreements with a relevant partner with respect to financing, technological management, product development, management strategies or otherwise. Any such disagreement may cause the joint venture or business alliance to be terminated.

The Company faces cyber-security and similar risks, which could result in the disclosure, theft, or loss of confidential or other proprietary information, including intellectual property, damage to the Company’s brand and reputation, legal exposure and financial losses. The Company must also comply with a variety of data privacy regulations and failure to comply with such regulations may affect the Company’s financial performance.

The nature of the Company’s business involves access to and storage of confidential and proprietary content and other information, including its own intellectual property and the intellectual property of certain movie studios or partners it may work with, as well as certain information regarding the Company’s customers, employees, licensees, and suppliers. Although the Company maintains robust procedures, internal policies and technological security measures to safeguard such content and information, as well as a cyber-security insurance policy, the Company’s information technology systems, and the information technology systems of our current or future third-party vendors, collaborators, consultants and service providers, could be penetrated by internal or external parties intent on extracting information, corrupting information, stealing intellectual property or trade secrets, or disrupting business processes. Information security risks have increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. The Company’s information technology infrastructure may be vulnerable to such attacks, including through the use of malware, software bugs, computer viruses, ransomware, social engineering, and denial of service. It is possible that such attacks could compromise the Company’s security measures or the security measures of parties with whom the Company does business.Because the techniques that may be used to circumvent the Company’s safeguards change frequently and may be difficult to detect, the Company may be unable to anticipate any new techniques or implement sufficient preventive security measures. The Company seeks to monitor such attempts and incidents and to prevent their recurrence through modifications to the Company’s internal procedures and information technology infrastructure and provides information security training and compliance program to its employees on an annual basis, but in some cases preventive action might not be successful. Moreover, the development and maintenance of these security measures may be costly and will require ongoing updates as technologies evolve and techniques to overcome the Company’s security measures become more sophisticated. Any such attack or unauthorized access could result in a disruption of the Company’s operations, the theft, unauthorized use or publication of confidential or proprietary information of the Company or its customers, employees, licensees or suppliers, a reduction of the revenues the Company is able to generate from its operations, damage to the Company’s brand and reputation, a loss of confidence in the security of the Company’s business and products, and significant legal and financial exposure, each of which could potentially have an adverse effect on the Company’s business.

In addition, a variety of laws and regulations at the international, national, and state level govern the Company’s collection, use, protection and processing of personal data. These laws, including the General Data Protection Regulation and the California Consumer Privacy Act, are constantly evolving and may result in increasing regulatory oversight and public scrutiny in the future. The Company’s actual or perceived failure to comply with such laws and regulations could result in fines, investigations, enforcement actions, penalties, sanctions, claims for damages by affected individuals, and damage to the Company’s reputation, among other negative consequences, any of which could have a material adverse effect on its financial performance.

21


RISKS RELATED TO THE COMPANY’S INTERNATIONAL OPERATIONS

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

A significant portion of the GBO generated by the Company’s exhibitor customers and its revenues are generated by customers located outside the United States and Canada. Approximately 70%, 77%, and 66% of the Company’s revenues were derived outside of the United States and Canada in 2021, 2020 and 2019, respectively. As of December 31, 2021, approximately 74% of IMAX Theater Systems in backlog are scheduled to be installed in international markets. The Company’s network spanned 87 different countries as of December 31, 2021, and the Company expects its international operations to continue to account for an increasingly significant portion of its future revenues. There are a number of risks associated with operating in international markets that could negatively affect the Company’s operations, sales and future growth prospects. These risks include:

new restrictions on access to markets, both for IMAX Theater Systems and films;

unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements, including censorship of content that may restrict what films the Company’s theaters can present;

fluctuations in the value of various foreign currencies versus the U.S. Dollar and potential currency devaluations;

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

difficulties in obtaining competitively priced key commodities, raw materials, and component parts from various international sources that are needed to manufacture quality products on a timely basis;

imposition of foreign exchange controls in foreign jurisdictions;

dependence on foreign distributors and their sales channels;

reliance on local partners, including in connection with joint revenue sharing arrangements;

difficulties in staffing and managing foreign operations;

inability to complete installations of IMAX Theater Systems, including as a result of material disruptions or delays in the Company’s supply chains, or collect full payment on installations thereof;

local business practices that can present challenges to compliance with applicable anti-corruption and bribery laws;

difficulties in establishing market-appropriate pricing;

less accurate and/or less reliable box office reporting;

adverse changes in foreign government monetary and/or tax policies, and/or difficulties in repatriating cash from foreign jurisdictions (including with respect to China, where approval of the State Administration of Foreign Exchange is required);

poor recognition of intellectual property rights;

difficulties in enforcing contractual rights;

inflation;

22


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

harm to the IMAX brand from operating in countries with records of controversial government action, including human rights abuses; and

political, economic and social instability, which could result in adverse consequences for the Company’s interests in different regions of the world (including with respect to Russia, in connection with its conflict with Ukraine).

In addition, changes in United States or Canadian foreign policy can present additional risks or uncertainties as the Company continues to expand its international operations. Opening and operating theaters in markets that have experienced geopolitical or sociopolitical unrest or controversy, including through partnerships with local entities, exposes the Company to the risks listed above, as well as additional risks of operating in a volatile region. Such risks may negatively impact the Company’s business operations in such regions and may also harm the Company’s brand. Moreover, a deterioration of the diplomatic relations between the United States or Canada and a given country may impede the Company’s ability to operate theaters in such countries and have a negative impact on the Company’s financial condition and future growth prospects.

The Company faces risks in connection with its significant presence in China and the continued expansion of its business there.

Greater China is the Company’s largest market by revenue, with approximately 44% of overall revenues generated from its Greater China operations in 2021. As of December 31, 2021, the Company had 783 theaters operating in Greater China with an additional 215 theaters in backlog, which represent 44% of the Company’s current backlog. Of the IMAX Theater Systems currently scheduled to be installed in Greater China, 67% are under joint revenue sharing arrangements, which further increases the Company’s ongoing exposure to box office performance in this market.

The China market faces a number of risks, including changes in laws and regulations, currency fluctuations, increased competition, and changes in economic conditions, including the risk of an economic downturn or recession, trade embargoes, restrictions or other barriers, as well as other conditions that may impact the Company’s exhibitor and studio partners, and consumer spending. The worsening of U.S.–China political tensions could exacerbate any or all of these risks, and adverse developments in any of these areas could impact the Company’s future revenues and cash flows and could cause the Company to fail to achieve anticipated growth.

The Company does not believe that it is currently required to obtain any permission or approval from the China Securities Regulatory Commission, the Cyberspace Administration of China or any other regulatory authority in the People’s Republic of China (“PRC”) for its operations, but there can be no assurance that such permissions or approvals would not be required in the future and, if required, that they would be granted in a timely manner, on acceptable terms, or at all. Furthermore, PRC regulators, including the Cyberspace Administration of China, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection. Regulatory requirements concerning data protection and cybersecurity in the PRC, as well as other requirements concerning operations of foreign businesses in the PRC, are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to the Company, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates both the scope of the Company’s continued expansion in China and the business conducted by it within China. For instance, the Chinese government regulates the number, timing, and terms of Hollywood films released to the China market. A number of prominent Hollywood films were denied release dates in China in 2020 and 2021, including several films released in IMAX format in other markets. The Company cannot provide assurance that the Chinese government will continue to permit the release of Hollywood IMAX films in China or that the timing or number of IMAX releases will be favorable to the Company. There are also uncertainties regarding the interpretation and application of laws and regulations and the enforceability of intellectual property and contract rights in China. If the Company were unable to navigate China’s regulatory environment, or if the Company were unable to enforce its intellectual property or contract rights in China, the Company’s business could be adversely impacted.

23


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 generate box office revenue in 8087 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 gross box office and revenues, further impacting the Company’s results of operations.

RISK RELATED TO THE COMPANY’S INDUSTRY AND COMPETITIVE ENVIRONMENT

Consolidation among commercial exhibitors and studios reduces the breadth of the Company’s customer base, and could result in a narrower market for the Company’s products and reduced negotiating leverage. A deterioration in the Company’s relationship with key partners could materially and adversely affect the Company’s business, financial condition or results of operation. In addition, an adverse economic impact on a significant customer’s business operations could have a corresponding material adverse effect on the Company.

The Company’s primary customers are commercial multiplex exhibitors. The commercial exhibition industry has undergone significant consolidation, including AMC’s acquisition of Carmike Cinemas and Odeon & UCI Cinemas Group, which includes Nordic Cinema Group, in 2016. In recent years, the industry has continued to consolidate, as evidenced by Cineworld Group’s acquisition of Regal Entertainment Group in 2018. Exhibitor concentration has resulted in certain exhibitor chains constituting a material portion of the Company’s network and revenue. For instance, although Wanda sold its controlling interest in AMC in 2021, it continues to be the Company’s largest exhibitor customer, representing approximately 10% of the Company’s total revenues in 2021. As of December 31, 2021, through the Company’s partnership with Wanda, there are 369 IMAX Theater Systems operational in Greater China and Wanda represented approximately 22% of the commercial network and 4% of the Company’s backlog. The share of the Company’s revenue that is generated by Wanda is expected to continue to grow as the number of Wanda theater systems currently in backlog are opened. No assurance can be given that significant customers such as Wanda will continue to purchase IMAX Theater Systems and/or enter into joint revenue sharing arrangements with the Company and if so, whether contractual terms will be affected. If the Company does business with Wanda or other large exhibitor chains less frequently or on less favorable terms than currently, the Company’s business, financial condition or results of operations may be adversely affected. In addition, an adverse economic impact on a significant customer’s business operations could have a corresponding material adverse effect on the Company.

The Company also receives revenues from studios releasing IMAX films. Hollywood studios have also experienced consolidation, as evidenced by the Walt Disney Company’s acquisition of certain studio assets from Twenty First Century Fox in 2019. Studio consolidation could result in individual studios comprising a greater percentage of the Company’s film slate and overall IMAX DMR revenue, and could expose the Company to the same risks described above in connection with exhibitor consolidation.

Failure to respond adequately or in a timely fashion to changes and advancements in digital technology could negatively affect the Company’s business.

There have been a number of advancements in the digital cinema field in recent years. In order to keep pace with these changes and in order to continue to provide an experience that is premium to and differentiated from conventional cinema experiences, the Company has made, and expects to continue to make, significant investments in digital technology in the form of research and development and the acquisition of third-party intellectual property and/or proprietary technology. A significant portion of the Company’s recent research and development efforts have been focused on its laser-based projection systems, which began rolling out to the largest theaters in the IMAX network at the end of 2014. Since then, the Company has continued research and development aimed at creating more affordable laser-based solutions with various screen sizes for its commercial multiplex customers. The process of developing new technologies is inherently uncertain and subject to certain factors that are outside of the Company’s control, including reliance on third-party partners and suppliers, and the Company can provide no assurance its investments will result in commercially viable advancements to the Company’s existing products or in commercially successful new products, or that any such advancements or products will improve upon existing technology or will be developed within the timeframe expected.

24


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

The out-of-home entertainment industry is very competitive, and the Company faces a number of competitive challenges. The Company faces competition both in the form of technological advances in in-home entertainment, as well as those within the theater-going experience. For example, according to the National Association of Theater Owners and the Movie Theater Association of Canada, as of December 31, 2020, there were approximately 43,800 conventional-sized screens in North American commercial multiplexes. In addition, exhibitors and entertainment technology companies have introduced their own branded, large-screen 3D auditoriums or other proprietary theater systems, and in many cases have marketed those auditoriums or theater systems as having similar quality or attributes as an IMAX Theater System. The Company may continue to face competition in the future from companies in the entertainment industry with new technologies and/or substantially greater capital resources to develop and support them. If the Company is unable to continue to deliver a premium movie-going experience, or if other technologies surpass those of the Company, the Company may be unable to continue to produce theater systems which are premium to, or differentiated from, other theater systems.

As noted above, the Company faces in-home competition from a number of alternative motion picture distribution channels such as home video, pay-per-view, streaming services, video-on-demand, internet, and broadcast and cable television. The average exclusive theatrical release window for Hollywood titles has decreased over the years and there can be no assurance that this release window, which is determined by the movie studios, will not shrink further, which could have an adverse impact on the Company’s business and results of operations. In addition, as a result of the COVID-19 pandemic and related movie theater closures, in 2020 and 2021, a number of films were released directly or concurrently to streaming services the same day as to theaters. In the third quarter of 2021, many major film studios recommitted to exclusive theatrical releases for blockbuster movies. However, there can be no assurance that direct or concurrent release to streaming services will not resume or increase in the future, intensifying in-home competition. The Company further competes for the public’s leisure time and disposable income with other forms of entertainment, including gaming, sporting events, concerts, live theater, social media, and restaurants.

If the Company is unable to continue to produce a differentiated theater experience, consumers may be unwilling to pay the price premiums associated with the cost of IMAX theater tickets and box office performance of IMAX films may decline. Declining box-office performance of IMAX films could materially and adversely harm the Company’s business and prospects.

The Company may not be able to adequately protect its intellectual property, and competitors could misappropriate its technology or brand, which could weaken its competitive position.

The Company depends on its proprietary knowledge regarding IMAX theater systemsTheater Systems and digital and film technology. The Company relies principally upon a combination of copyright, trademark, patent and trade secret laws, restrictions on disclosures and contractual provisions to protect its proprietary and intellectual property rights. These laws and procedures may not be adequate to prevent unauthorized parties from attempting to copy or otherwise obtain the Company’s processes and technology or deter others from developing similar processes or technology, which could weaken the Company’s competitive position and require the Company to incur costs to secure enforcement of its intellectual property rights. The protection provided to the Company’s proprietary technology by the laws of foreign jurisdictions may not protect it as fully as the laws of Canada or the United States. The lack of protection afforded to intellectual property rights in certain international jurisdictions may be increasingly problematic given the extent to which future growth of the Company is anticipated to come from foreign jurisdictions. Finally, some of the underlying technologies of the Company’s products and system components are not covered by patents or patent applications.

The Company owns patents issued and patent applications pending, including those covering its digital projector, digital conversion technology and laser illumination technology. The Company’s patents are filed in the United States, often with corresponding patents or filed applications in other jurisdictions, such as Canada, China, Belgium, Japan, France, Germany, and the United Kingdom. The patent applications pending may not be issued or the patents may not provide the Company with any competitive advantage. The patent applications may also be challenged by third parties. Several of the Company’s issued patents for improvements to IMAX projectors, IMAX 3D Dome and soundprojection system components expire between 20202022 and 2034. 2038. If the Company’s patent claims are rendered invalid or unenforceable, or narrowed in scope, the patent coverage afforded the Company’s products and services could be impaired, which could negatively affect its competitive position. In addition, competitors and other third parties may be able to circumvent or design around the Company’s patents and may develop and obtain patent protection for more effective technologies. If these developments were to occur, it could have an adverse effect on the Company’s sales or market position.

Any claims or litigation initiated by the Company to protect its proprietary technology could be time consuming, costly, and divert the attention of its technical and management resources. If the Company chooses to go to court to stop a third party from infringing its intellectual property, that third party may ask the court to rule that the Company’s intellectual property rights are invalid and/or should not be enforced against that third party.

25


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 Company must also comply with a variety of data privacy regulations and failure to comply with such regulations may affect the Company’s financial performance.

The nature In addition, if any of the Company’s business involves accessregistered or unregistered trademarks, trade names or service marks is challenged, infringed, circumvented or declared generic or determined to and storage of confidential and proprietary content andbe infringing on other information, including intellectual property, 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 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. 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, and thereby could result in obtaining the confidential or proprietary

19


information of the Company or its customers, employees, licensees and suppliers. Because the techniques that may be used to circumvent the Company’s safeguards change frequently and may be difficult to detect, the Company may be unable to anticipate any new techniques or implement sufficient preventive security measures. The Company seeks to monitor such attempts and incidents and to prevent their recurrence through modifications to the Company’s internal procedures and information technology infrastructure, 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 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, other proprietary information or the personal information of customers, employees, licensees or suppliers, a reduction of the revenues the Company is able to generate from its operations, damage to the Company’s brand and reputation, a loss of confidence in the security of the Company’s business and products, and significant legal and financial exposure, each of which could potentially have an adverse effect on the Company’s business.sales or market position.

In addition, a variety of laws and regulations at the international, national and state level govern the Company’s collection, use, protection and processing of personal data. These laws, including the General Data Protection Regulation, 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 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.

The introduction of new, competing products and technologies could harm 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, 2018, there were approximately 43,000conventional-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 similar quality or attributes as an IMAX theater. The Company may continuebe subject to face competitionclaims of infringement of third-party intellectual property rights that are costly to defend, result in the future from companies in the entertainment industry with new technologies and/or substantially greater capital resources to develop and support them. If the Company is unable to continue to deliver a premium movie-going experience, or if other technologies surpass thosediversion 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,Blu-ray Disc, Internet and syndicated and broadcast television. The Company further competes for the public’s leisuremanagement’s time and disposable income with other formsefforts, require the payment of entertainment, including gaming, sporting events, concerts, live theater, social media and restaurants.

If the Company is unable to continue to produce a differentiated theater experience, consumers may be unwilling to pay the price premiums associated with the cost of IMAX theater tickets and box office performance of IMAX films may decline. Decliningbox-office performance of IMAX films could materially and adversely harm the Company’s business and prospects.

The Company is undertaking new lines of business and these new business initiatives may not be successful.

The Company is undertaking new lines of business. These initiatives represent new areas of growth for the Company and could include the offering of new products and services that may not be accepted by the market. The Company has recently explored initiatives in the fields of original content andin-home entertainment technology, both 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, the Company may be adversely affected by investment expenses that have not led to the anticipated results, by write-downs of its equity investments, by the distraction of management from its core business or by damage to its brand or reputation. In December 2018, the Company recognized asset impairments and exit costs of $7.2 million related to investments in virtual reality.

In addition, these initiatives may involve the formation of joint ventures and business alliances. While the Company seeks to employ the optimal structure for each such business alliance, the alliance may require a high level of cooperation with and reliance on the Company’s partners and there is a possibility that the Company may have disagreements with its relevant partner with respect to financing, technological management, product development, management strategies or otherwise. Any such disagreement may cause the joint venture or business alliance to be terminated.

20


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,damages, limit the Company’s ability to receiveuse particular technologies in the appropriate paymentsfuture or prevent the Company from marketing its existing or future products and services.

The Company’s commercial success will depend in part on not infringing, misappropriating, or violating the intellectual property rights of others. A third party could assert a claim against the Company for alleged infringement of its patent, copyright, trademark, or other intellectual property rights, including in relation to technologies that are important to the Company’s business. The Company may not be aware of whether its products or services do or will infringe existing or future patents or the intellectual property rights of others. In addition, there can be no assurance that one or more of The Company’s competitors who have developed competing technologies or the Company’s other competitors will not be granted patents for their technology and allege that the Company has infringed.

Any claims that the Company’s business infringes the intellectual property rights of others, regardless of the merit or resolution of such claims, could entail significant costs in responding to, defending, and resolving such claims. An adverse determination in any intellectual property claim could require the Company to pay damages and/or stop using its technologies, trademarks, copyrighted works, and other material found to be in violation of another party’s rights and could prevent the Company from licensing its technologies to others unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our products and services to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that the Company would be able to redesign its services in a timely fashionway that are duewould not infringe the intellectual property rights of others. Any payments the Company is required to it may be impaired. The Company’s contractual abilitymake and any injunction the Company is required to audit IMAX theaters may not rectify payments lost or delayedcomply with as a result of customers not fulfilling their contractual obligations with respect toany infringement could harm its reputation and financial reporting.results.

There is collection risk associated with payments to be received over the terms of the Company’s theater system agreements.RISKS RELATED TO THE COMPANY’S REVENUES, EARNINGS, AND FINANCIAL POSITION

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, 2018, the Company’s sales backlog included 564 theater systems, consisting of 177 systems under sales or lease arrangements and 387 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 estimated present value of contractual ongoing fees due over the term, and a variable consideration estimate for the theater systems under sales arrangements, but it excludes amounts allocated to maintenance and extended warranty revenues. Notwithstanding the legal obligation to do so, some of the Company’s customers with which it has signed contracts may not accept delivery of theater systems that are included in the Company’s backlog. An economic downturn may further exacerbate the risk of customers not accepting delivery of theater systems, especially in places such as Greater China that represent a large portion of the Company’s backlog. Any reduction in backlog could adversely affect the Company’s future revenues and cash flows. In addition, customers with theater system obligations in backlog sometimes request that the Company agree to modify or reduce such obligations, which the Company has agreed to 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 systemIMAX Theater System installations and gross box officeGBO performance of IMAX DMR contentfilms can materially affect operating results. Factors that have affected the Company’s operating results and cash flow in the past, and are likely to affect its operating results and cash flow in the future, include, among other things:

the timing of signing and installation of new IMAX Theater Systems (particularly for installations in newly-built multiplexes, which can result in delays that are beyond the Company’s control);

the timing and commercial success of films distributed to the Company’s theater network;

the demand for, and acceptance of, the Company’s products and services;

26


 

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

the timing and commercial success of films distributed to the Company’s theater network;

the classification of leases as sales-type versus operating;

the demand for, and acceptance of, its products and services;

the volume of orders received and that can be filled in the quarter;

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

the level of its sales backlog;

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

the signing of film distribution agreements;

the volume of orders received and that can be filled in the quarter;

the financial performance of IMAX theaters operated by the Company’s customers;

the level of its sales backlog;

financial difficulties faced by customers, particularly customers in the commercial exhibition industry;

 

21

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 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.

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 systemIMAX Theater System sales or lease agreements.

The Company’s theater systemssystem revenue can vary significantly from the associated cash flows. The Company often provides financing to customers for theater systemsIMAX Theater Systems on a long-term basis through long-term leasessale or notes receivables.lease arrangements. The terms of leases or notes receivablefinancing receivables are typically 10 to 12 years. The Company’s sale and lease-typesales-type lease agreements for IMAX Theater Systems typically provide for three major sources of cash flow related to theater systems:

flow:

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

initial fees, which are paid in installments generally commencing upon the signing of the agreement until installation of the IMAX Theater System;

ongoing fees, which are paid monthly after all theater systems have been installed and are generally equal to the greater of a fixed minimum amount per annum and a percentage of box office receipts; and

ongoing fees, which are paid monthly after the IMAX Theater System has been installed and are generally equal to the greater of a fixed minimum amount per annum and a percentage of box office receipts; and

ongoing annual maintenance and extended warranty fees, which are generally payable commencing in the second year of theater operations.

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 systemIMAX Theater System sales or sales-type lease agreements for a theater arrangement.

For sales and sales-type leases, the revenue recorded is generally equal to the sum of initial fees and the present value of any future initial payments, and fixed minimum ongoing payments and salespayments. 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 theater systemsIMAX Theater Systems is recorded as deferred revenue.

Leases that do not transfer substantially all of the benefits and risks of ownership to the customer are classified as operating leases. For these leases, initial fees and fixed minimum ongoing payments are recognized as revenue on a straight-line basis over the lease term. Contingent payments in excess of fixed minimum ongoing payments are recognized as revenue when reported by theater operators, provided collectability is reasonably assured.

As a result of the above, the revenue set forth in the Company’s financial statementsConsolidated Financial Statements does not necessarily correlate with the Company’s cash flow or cash position. Revenues include the present value of future contracted cash payments and there is no guarantee that the Company will receive such payments under its lease and sale agreements if its customers default on their payment obligations.

27


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

As of December 31, 2021, the Company’s backlog included 489 IMAX Theater Systems, consisting of 173 IMAX Theater Systems under sales or lease arrangements and 316 IMAX Theater Systems under joint revenue sharing arrangements. The Company lists signed contracts for IMAX Theater Systems for which revenue has not been recognized as backlog prior to the time of revenue recognition. The total value of the backlog represents all signed IMAX Theater System sale or lease agreements that are expected to be recognized as revenue in the future and includes initial fees along with the estimated present value of contractual ongoing fees due over the term, and a variable consideration estimate for the IMAX Theater Systems under sales arrangements, but it excludes amounts allocated to maintenance and extended warranty revenues. Notwithstanding the legal obligation to do so, some of the Company’s customers with which it has signed contracts may not accept delivery of IMAX Theater Systems that are included in the Company’s backlog. An economic downturn may exacerbate the risk of customers not accepting delivery of IMAX Theater Systems. Any reduction in backlog could adversely affect the Company’s future revenues and cash flows. In addition, customers with theater system obligations in backlog sometimes request that the Company agree to modify or reduce such obligations, which the Company has agreed to do in the past under certain circumstances. Customer-requested delays in the installation of IMAX Theater Systems in backlog remain a recurring and unpredictable part of the Company’s business.

The Company’s stock priceinability to enter into renewals of new sales and lease agreements on favorable terms or at all would adversely affect its cash flows and operating results.

Approximately 9% of the Company’s sales and lease agreements are due to expire in the next 12 months. If these agreements are not renewed, or if the Company is unable to enter into new leases agreements comparable to those currently in effect in a timely manner, then the Company’s theater revenue could be adversely affected. Although the Company has historicallynot been volatileinformed by any client of its intention not to renew an expiring sales or lease agreement, there can be no assurance that the expiring sales and declineslease agreements will be renewed or new agreements will be entered into on favorable terms, in market price, includinga timely manner or at all.

The Company’s revenues from existing customers are derived in part from financial reporting provided by its customers, which may be inaccurate or incomplete, resulting in lost or delayed revenues.

The Company’s revenue under its joint revenue sharing arrangements, a portion of the Company’s payments under lease or sales arrangements and its film distribution fees are based upon financial reporting provided by its customers. If such reporting is inaccurate, incomplete, or withheld, the Company’s ability to receive the appropriate payments it is owed in a timely fashion may be impaired. The Company’s contractual ability to audit IMAX theaters may not rectify payments lost or delayed as a result of a market downturn, may negatively affect its abilitycustomers not fulfilling their contractual obligations with respect to raise capital, issue debt, secure customer business and retain employees.financial reporting.

There is collection risk associated with payments to be received over the terms of the Company’s theater system agreements.

The Company is listeddependent in part 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 priceviability of its common stock, regardless ofexhibitors 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 operating performance. A decline in the capital markets generally, or an adjustment in the

22


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 economicfuture revenues 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.cash flows could be adversely affected.

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 DMR costs capitalized using the individual film forecast method, whereby the costs of film assets are amortized and participation costs are accrued for each film in the ratio of revenues earned in the current period to management’s estimate of total revenues ultimately expected to be received for that title. Management regularly reviews, and revises when necessary, its estimates of ultimate revenues on 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 system contracts, technological developments, signings in negotiation and anticipated market acceptance of the Company’s current and pending theater systems.IMAX Theater Systems.

28


23


If the Company’s goodwill or long-lived assets become impaired, the Company may be required to record a significant charge to earnings.

Under United States Generally Accepted Accounting Principles (“U.S. GAAP”), the Company reviews its long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be qualitatively assessed at least annually and when events or changes in circumstances arise or can be quantitatively tested for impairment. Factors that may be considered a change in circumstances include (but are not limited to) a decline in stock price and market capitalization, declines in future cash flows, and slower growth rates in the Company’s industry. The Company may be required to record a significant charge to earnings in its financial statements during the period in which any impairment of its goodwill or long-lived assets is determined.

RISKS RELATED TO THE COMPANY’S COMMON SHARES

The market price for the Company’s common shares has historically been volatile and declines in market price, including as a result of a market downturnresulting from the COVID-19 pandemic or otherwise, may negatively affect its ability to raise capital, issue debt, secure customer business, and retain employees.

The Company is listed on the New York Stock Exchange (“NYSE”) and its publicly traded shares have in the past experienced, and may continue to experience, significant price and volume fluctuations. This market volatility could reduce the market price of its common shares, regardless of the Company’s operating performance. A decline in the capital markets generally, or an adjustment in the market price or trading volumes of the Company’s publicly traded securities, may negatively affect its ability to raise capital, issue debt, secure customer business or retain employees. These factors, as well as general economic and geopolitical conditions, may have a material adverse effect on the market price of the Company’s publicly traded securities.

Because the Company is incorporated in Canada, it may be difficult for plaintiffs to enforce against the Company liabilities based solely upon United States federal securities laws.

The Company is incorporated under the federal laws of Canada, some of its directors and officers are residents of Canada and a substantial portion of its assets and the assets of such directors and officers are located outside the United States. As a result, it may be difficult for United States plaintiffs to effect service within the United States upon those directors or officers who are not residents of the United States, or to obtain or enforce against them or the Company judgments of United States courts predicated solely upon civil liability under the United States federal securities laws. In addition, it may be difficult for plaintiffs to bring an original action outside of the United States against the Company to enforce liabilities based solely on United States federal securities laws.

RISKS RELATED TO THE COMPANY’S INDEBTEDNESS

The credit agreement governing the Company’s senior secured credit facility contains significant restrictions that limit its operating and financial flexibility.

The credit agreement governing the Company’s senior secured credit facility contains certain restrictive covenants that, among other things, limit its ability to:

incur additional indebtedness;

pay dividends and make distributions;

repurchase stock;

make certain investments;

transfer or sell assets;

create liens;

enter into transactions with affiliates;

issue or sell stock of subsidiaries;

29


create dividend or other payment restrictions affecting restricted subsidiaries; and

merge, consolidate, amalgamate, or sell all or substantially all of its assets to another person.

These restrictive covenants impose operating and financial restrictions on the Company that limit its ability to engage in acts that may be in the Company’s long-term best interests.

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

As of December 31, 2021, the Company had approximately $361.5 million of consolidated indebtedness. The Company may also incur additional indebtedness to meet future financing needs. The Company’s indebtedness could have significant negative consequences for its security holders and its business, results of operations and financial condition by, among other things:

increasing its vulnerability to adverse economic and industry conditions;

limiting its ability to obtain additional financing;

requiring the dedication of a substantial portion of its cash flow from operations to service its indebtedness, which will reduce the amount of cash available for other purposes;

limiting its flexibility to plan for, or react to, changes in its business;

diluting the interests of its shareholders as a result of issuing common shares upon conversion of the 0.500% Convertible Senior Notes due 2026 (the “Convertible Notes”); and

placing the Company at a possible competitive disadvantage with competitors that are less leveraged than the Company or have better access to capital.

The Company’s business may not generate sufficient funds, and the Company may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under its indebtedness, and the Company’s cash needs may increase in the future. In addition, the Credit Agreement contains, and any future indebtedness that the Company incurs may contain, financial and other restrictive covenants that limit its ability to operate, raise capital or make payments under its other indebtedness. If the Company fails to comply with these covenants or to make payments under its indebtedness when due, then the Company would be in default under that indebtedness, which could, in turn, result in that and the Company’s other indebtedness becoming immediately payable in full. For a description of the Company outstanding indebtedness, see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8.

The Company may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change, or to pay the cash amounts due upon conversion, and the Company’s other indebtedness may limit its ability to repurchase the Convertible Notes or pay cash upon their conversion.

Noteholders may, subject to a limited exception described in the indenture governing the Convertible Notes, require the Company to repurchase their Convertible Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, all conversions of Convertible Notes will be settled partially or entirely in cash. The Company may not have enough available cash or be able to obtain financing at the time it is required to repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing the Company’s other indebtedness may restrict the Company’s ability to repurchase the Convertible Notes or pay the cash amounts due upon conversion. The Company’s failure to repurchase Convertible Notes or pay the cash amounts due upon conversion when required will constitute a default under the indenture governing the Convertible Notes. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing the Company’s other indebtedness, which may result in that other indebtedness becoming immediately payable in full. The Company may not have sufficient funds to satisfy all amounts due under its other indebtedness and the Convertible Notes.

30


Provisions in the indenture could delay or prevent an otherwise beneficial takeover of the Company.

Certain provisions in the Convertible Notes and the related indenture could make a third-party attempt to acquire the Company more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require the Company to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then the Company may be required to temporarily increase the conversion rate of the Convertible Notes. In either case, and in other cases, the Company’s obligations under the Convertible Notes and the indenture could increase the cost of acquiring the Company otherwise discourage a third party from acquiring the Company or removing incumbent management, including in a transaction that noteholders or holders of the Company’s common shares may view as favorable.

The Company is subject to counterparty risk with respect to the Capped Call Transactions, and the capped call may not operate as planned.

In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated capped call transactions with option counterparties (the “Capped Call Transactions”). The Capped Call Transactions are expected to reduce potential dilution resulting from the common shares the Company is required to issue and/or to offset any potential cash payments the Company is required to make in excess of the principal amount of the Convertible Notes in the event that the market price per share of the Company’s common shares is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. Collectively, the Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of the Company’s common shares underlying the Convertible Notes.

The option counterparties are financial institutions, and the Company will be subject to the risk that they might default under the Capped Call Transactions. The Company’s exposure to the credit risk of the option counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, the Company will become an unsecured creditor in those proceedings with a claim equal to the Company’s exposure at that time under our transactions with that option counterparty. The Company’s exposure will depend on many factors, but, generally, the increase in the Company’s exposure will be correlated with increases in the market price or the volatility of its common shares. In addition, upon a default by an option counterparty, the Company may suffer adverse tax consequences and more dilution than the Company currently anticipate with respect to its common shares. The Company can provide no assurances as to the financial stability or viability of any option counterparty. In addition, the Capped Call Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as the Company intends if it is required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the Capped Call Transactions.

GENERAL RISK FACTORS

The loss of one or more of the Company’s key personnel, or its failure to attract and retain its employee population, could adversely affect its business.

The Company’s operations and prospects depend in large part on the performance and continued service of its senior management team. The competition for experienced senior management in the Company’s industry is intense, and the Company may not find qualified replacements for any of these individuals if their services are no longer available, on the same terms or at all. The loss of the services of one or more members of the Company’s senior management team could adversely affect its ability to effectively pursue its business strategy.

In addition, the Company may experience challenges with respect to employee retention given the current competitive labor market. A number of external factors beyond the Company’s control, including its industry’s highly competitive market for skilled workers and leaders, cost inflation, the ongoing COVID-19 pandemic, and workforce participation rates, may negatively affect the Company’s ability to retain and attract qualified employees. If the Company experiences high attrition rates in its employee population, the results of our operations may be adversely affected.

31


Changes in accounting and changes in management’s estimates may affect the Company’s reported earnings and operating income.

U.S. GAAP and accompanying accounting pronouncements 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(See “Critical Accounting Policies and Estimates” in Item 7.)

FailureRegulatory and market responses to respond adequately orclimate 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 timely fashionresult, climate change regulation and market reactions to changes and advancements in digital technologyclimate change could negatively affectadversely impact the Company’s business.

There have been a numberbusiness, including the potential for an increase in climate risk assessment. Such enhanced governmental and societal attention to climate matters, including expanding mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, carbon emissions, water usage, waste management, and risk oversight, could expand the nature, scope, and complexity of advancementsmatters that the Company is required to control, assess, and report. Furthermore, legislative or regulatory efforts to combat climate change could result in increases in the digital cinema fieldcost of raw materials, taxes, transportation and utilities for the Company’s suppliers and vendors which would result in recent years. In order to keep pace with these changes and in order to continue to provide an experience which is premium to and differentiated from conventional cinema experiences,higher operating costs for the Company has made, and expects to continue to make, significant investments in digital technologypotentially impact the availability of components used in the form of researchCompany’s systems. These and developmentother rapidly changing laws, regulations, policies, interpretations, and expectations may increase the acquisition of third party intellectual property and/or proprietary technology. In recent years, the Company has made significant investments in laser technology as part 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 continued research and development throughout 2018 to support the further development androll-out of IMAX with Laser projection system, which is targeted primarily for screens in commercial multiplexes. The process of developing new technologies is inherently uncertain and subject to certain factors that are outsidecost of the Company’s control, including reliancecompliance and alter the environment in which it does business, which could have a material adverse effect on third party partners and suppliers, and the Company can provide no assurance its investments will result in commercially viable advancements to the Company’s existing products or in commercially successful new products, or that any such advancements or products will improve upon existing technology or will be developed within the timeframe expected.

The Company may not realize cost savings or other benefits from any of its restructuring initiatives and the failure to do so may have an adverse impact on its business, financial condition or results of operations.

In connection with the ongoing analysis and evaluation of its business operations, the Company has implemented, and may from time to time implement, initiatives that it believes will position the Company for future success and long-term sustainable growth, including the elimination of certain business ventures, consolidation of properties, staff reductions and the realignment of resources. Although the Company expects its restructuring initiatives to result in cost savings aimed at increasing efficiency, profitability, operating leverage and free cash flow, there can be no assurances that these benefits will be realized to the full extent projected. Some of these initiatives may also result in unintended consequences, such as additional employee attrition, business disruptions and distraction of management. If the Company does not achieve projected savings as a result of these initiatives or incurs higher than expected or unanticipated costs in implementing these initiatives, its business, financial condition or 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 impacted.affected by weather conditions and natural disasters.

EnactmentPhysical risks, including weather conditions and natural disasters, such as earthquakes, droughts, floods, hailstorms, heavy or prolonged precipitation, wildfires and others, could harm the Company’s business. Additionally, the physical impacts of climate change may cause these occurrences to increase in frequency, severity and duration. The climates and geology of some of the 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 includes a number of provisions that limit or eliminate various deductions, including interest expense, performance-based compensation for certain executives

24


and the domestic production activities deduction, among others, that could affect the Company’s U.S. federal income tax position. The Company has evaluated the overall impact of this tax legislation on its operations and U.S. federal income tax position. See note 10 in item 8 of this 2018 Form10-K for further discussion of the Tax Act. There can be no assurance that further changes in tax laws or regulations, both within the U.S. and the other jurisdictionsregions in which the Company operates, will not materiallyCompany’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 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. Investors should consult with their tax advisors with respect to 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 outserve its business strategy.customers.

The Company’s operations and prospects depend in large part on 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 members of the Company’s senior management team could adversely affect its ability to effectively pursue its business strategy.

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 solely 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.

Item 1B.Unresolved Staff Comments

None.


32


Item 2.Properties

The Company’s principal executive offices are located in Mississauga, Ontario, Canada, New York, New York, and Playa Vista, California. TheAs of December 31, 2021, the Company’s principal facilities are as follows:

 

Operation

Own/Lease

Expiration

Mississauga, Ontario(1)

Headquarters, Administrative, Assembly, and Research and Development,

Own

and Maintenance Services

Own

N/A

Playa Vista, California

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

2020

2023

Shanghai, China

Sales, Marketing, Maintenance Services, and Administrative

Lease

2022

Dublin, Ireland

Sales, Marketing, Administrative, and Research and Development

Lease

2026

Moscow, Russia

Sales

Lease

2019

2022

London, United Kingdom

Sales

Lease

2019

2022

 

(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 12facility. (See Note 14 of Notes to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of this 2018 Form10-K ).8.)

The Company believes that its existing facilities and equipment are in good operating condition and are suitable for the conduct of its business.

25


Item 3.Legal Proceedings

See note 14Note 16 of Notes to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of this 2018 Form10-K.8.

Item 4.Mine Safety Disclosures

Not applicable.

33


PART II

Item 5.Market for RegistrantsRegistrant’s 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 New York Stock Exchange..

As atof January 31, 2019,2022, the Company had approximately 232224 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 12Note 14 of Notes to the accompanying audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 and “Liquidity and Capital Resources” in Item 7 of this 2018 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 Board of Directors.

In 2020, the Company expanded its share-based compensation program to include the issuance of performance stock units (“PSUs”). The Company grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets, and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance versus the established EBITDA and stock-price targets.

Equity Compensation Plans

The following table sets forth information regarding the Company’s Equity Compensation Plan as atof December 31, 2018:2021:

 

  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))
 

 

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))

 

Plan Category

  (a)   (b)   (c) 

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by security holders

   6,498,917   $23.24    3,268,390 

 

 

5,807,445

 

 

$

 

17.12

 

 

 

5,866,199

 

Equity compensation plans not approved by security holders

   nil    nil    nil 

 

nil

 

 

 

nil

 

 

nil

 

  

 

   

 

   

 

 

Total

   6,498,917   $23.24    3,268,390 
  

 

   

 

   

 

 

Total(1)

 

 

5,807,445

 

 

$

 

17.12

 

 

 

5,866,199

 

(1)

The number of securities to be issued upon exercise of outstanding options, warrants, and rights excludes 460,053 common shares that may be issued with respect to PSUs outstanding, assuming full achievement of the EBITDA and TSR targets.

34


Performance Graph

The following graph compares the total cumulative shareholder return for $100 invested on December 31, 2013 (assuming that all dividends were reinvested) in common shares of the Company against the cumulative total return of the NYSE Composite Index, the S&P/TSX Composite Index and the IMAX Peer Group to the end of the most recently completed fiscal year. The IMAX Peer Group consists of Ambarella, Inc., Avid Technologies, Inc., Cinemark Holdings, Inc., Cineplex Inc., Dolby Laboratories, Inc., Glu Mobile Inc., Harmonic Inc., Lions Gate Entertainment Corp., The Marcus Corporation, TiVo Corporation, World Wrestling Entertainment, Inc., and Zynga Inc.

26


35


LOGO

Issuer Purchases of Equity Securities

In 2017,April 2021, the Company’s Board of Directors approved a new $200.0 million12-month extension to its share repurchase program forthrough June 30, 2022. The extension authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the Company’s common stock. Theoriginal $200.0 million initially authorized under the share repurchase program expireswhen it commenced on June 30, 2020.July 1, 2017. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant to a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time. In 2018,During the three months ended December 31, 2021, the Company repurchased 3,436,783524,519 common shares at an average price of $20.78$17.70 per share.share for a total of $9.3 million, excluding commissions. As of December 31, 2021, the Company has $75.5 million available under its approved repurchase program.

The Company’s common stockshare repurchase program activity for the three months ended December 31, 20182021 was as follows:

 

   Total number of shares
purchased
   Average price paid
per share
   Total number of shares
purchased as part of
publicly announced
program(1)
   Maximum value of
shares that may yet
be purchased under the
program
 

October 1 through October 31, 2018

   297,349   $19.92    297,349   $147,666,776 

November 1 through November 30, 2018

   984,745    19.37    984,745   $128,590,960 

December 1 through December 31, 2018

   —      —      —     $128,590,960 
  

 

 

   

 

 

   

 

 

   

Total

   1,282,094   $19.50    1,282,094   
  

 

 

   

 

 

   

 

 

   

 

 

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, 2021

 

 

 

 

$

 

 

 

 

 

 

$

 

84,757,657

 

November 1 through November 30, 2021

 

 

354,519

 

 

 

 

18.41

 

 

 

354,519

 

 

 

 

78,232,431

 

December 1 through December 31, 2021

 

 

170,000

 

 

 

 

16.23

 

 

 

170,000

 

 

 

 

75,473,501

 

Total

 

 

524,519

 

 

$

 

17.70

 

 

 

524,519

 

 

 

 

 

 

 

27


On May 3, 2018,In 2021, IMAX China announced that itsChina’s shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to buy backrepurchase shares of IMAX China in an amount not to exceed 10% of the total number of issued shares as of IMAX China as at May 3, 2018 (35,818,1126, 2021 (34,835,824 shares). The share purchaseThis program expires onwill be valid until the date of the 2019 annual general meeting2022 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 2018,During the three months ended December 31, 2021, IMAX China repurchased 2,526,3003,095,700 common shares at an average price of HKD 18.7712.58 per share (U.S. $2.40).$1.61 per share) for a total of HKD 38.9 million or U.S. $5.0 million.

The total number of shares purchased during the three monthsyear ended December 31, 2018,2021, under both the Company and IMAX China’s repurchase plans, does not include any shares receivedpurchased in the administration of employee share-based compensation plans.

CERTAIN INCOME TAX CONSIDERATIONS

United States Federal Income Tax Considerations

The following discussion is(See Note 14 of Notes to Consolidated Financial Statements for a general 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 current and accumulated earnings and profitspermitted share repurchases.)

Issuer Sales of the Company will be treated first as anon-taxable returnUnregistered Securities

Please see Note 14(b) of capitalNotes to the extent of the U.S. Holder’s tax basisConsolidated Financial Statements 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.Part II, Item 8.

Disposition of Common Shares

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

28


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 Tax Act (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.

29


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.Reserved.

36

   Years Ended December 31, 
(In thousands of U.S. dollars, except per share amounts)  2018   2017   2016   2015   2014 

Statements of Operations Data:

          

Revenues

  $374,401   $380,767   $377,334   $373,805   $290,541 

Costs and expenses applicable to revenues

   166,472    195,521    174,656    154,517    117,153 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  $207,929   $185,246   $202,678   $219,288   $173,388 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $33,595   $12,518   $39,320   $64,624   $42,169 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common shareholders

  $22,844   $2,344   $28,788   $55,844   $39,736 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to common shareholders

 

      

Net income per share – basic

          

Net income per share from continuing operations

  $0.36   $0.04   $0.43   $0.79   $0.57 

Net income per share from discontinued operations

   —      —      —      —      0.01 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $0.36   $0.04   $0.43   $0.79   $0.58 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share – diluted

          

Net income per share from continuing operations

  $0.36   $0.04   $0.42   $0.78   $0.56 

Net income per share from discontinued operations

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $0.36   $0.04   $0.42   $0.78   $0.56 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE SHEET DATA

   As at December 31, 
(in thousands of U.S. dollars)  2018(1)   2017(2)   2016   2015   2014 

Cash and cash equivalents

  $141,590   $158,725   $204,759   $317,449   $106,503 

Total assets

  $873,600   $866,612   $857,334   $930,629   $621,106 

Total bank indebtedness

  $37,753   $25,357   $27,316   $29,276   $4,283 

Total shareholders’ equity

  $592,918   $602,257   $621,574   $673,850   $382,775 

(1)

On January 1, 2018, the Company adopted ASU2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. The impact from the adoption was reflected in the Company’s consolidated financial statements on a modified retrospective basis resulting in an increase to opening retained earnings of $27.2 million, net of tax, as at January 1, 2018, with the impact primarily related to revenue from its theater system business.

(2)

On January 1, 2017, the Company adopted 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.

30


Item 7. ManagementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

IMAX Corporation, together withis a premier global technology platform for entertainment and events. Through its consolidated subsidiaries (the “Company”), is one of the world’s leading entertainment technology companies, specializing in motion picture technologies and presentations. The Company refers to all theaters using the IMAX theater system as “IMAX theaters”. IMAX offers a uniqueend-to-end cinematic solution combining proprietary software, theater architecture, patented intellectual property, and specialized equipment, IMAX offers a unique end-to-end solution to create the highest-quality, mostsuperior, immersive motion picture experiencecontent experiences for which the IMAX®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 eventdomestic and international tentpole films around the world. There were 1,505 IMAX theater systems (1,409 commercial multiplexes, 14 commercial destinations, 82 institutional) operating in 80 countries as at December 31, 2018. This comparesand, increasingly, exclusive experiences ranging from live performances to 1,370 theater systems (1,272 commercial multiplexes, 12 commercial destinations, 86 institutional) operating in 75 countries as at December 31, 2017.interactive events with leading artists and creators.

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

of the DigitalRe-Mastering (“DMR”)digital remastering of films and other content into the IMAX format for exhibition in(“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”Theater Systems”) to exhibitor customers through sales, long-term leases or joint revenue sharing arrangements..

IMAX theater systemsTheater Systems are based on proprietary and patented image, audio, and other technology developed over the course of the Company’s51-year history since its founding in 1968. The customers for IMAX Theater Systems are principally theater exhibitors that operate commercial multiplex theaters, and, combine:

to a much lesser extent, museums, science centers and destination entertainment sites. The Company generally does not own the ability to exhibit content that has undergonetheaters in the IMAX DMR conversion, which results in higher imagenetwork and sound fidelity than conventional cinema experiences;

advanced, high-resolution projectors with specialized equipment and automated theater control systems, which generate significantly more contrast and brightness than conventional theater systems;

large screens and proprietary theater geometry, which result in a substantially larger field of view so thatis not an exhibitor, but instead sells or leases the screen extendsIMAX Theater System to the edge of a viewer’s peripheral vision and creates more realistic images;

sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an IMAX theater;

specialized theater acoustics, which result in a four-fold reduction in background noise; and

exhibitor along with a license to use its trademarks.

As of December 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial multiplexes, 12 commercial destinations, and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84 countries and territories as of December 31, 2020, including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional locations. (See the globally recognizedtable below under “IMAX Network and Backlog” for additional information on the composition of the IMAX brand.network.)

The IMAX Theater System provides the Company’s exhibitor customers with a combination of the following benefits:

the ability to exhibit content that has undergone the IMAX DMR conversion process, which results in higher image and sound fidelity than conventional cinema experiences;

advanced, high-resolution projectors with specialized equipment and automated theater control systems, which generate significantly more contrast and brightness than conventional theater systems;

large screens and proprietary theater geometry, which result in a substantially larger field of view so that the screen extends to the edge of a viewer’s peripheral vision and creates more realistic images;

advanced sound system components, which deliver more expansive sound imagery and pinpointed origination of sound to any specific spot in an IMAX theater;

specialized theater acoustics, which result in a four-fold reduction in background noise; and

a license to the globally recognized IMAX brand.

In addition, certain movies shown in IMAX theaters are filmed using proprietary IMAX film cameras or IMAX certified digital cameras, which offer filmmakers customized guidance and a workflow process to provide further enhanced and differentiated image quality and an IMAX-exclusive film aspect ratio that delivers up to 26% more image onto a standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.

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

37


As a result of the immersivenessengineering and superior image and sound qualityscientific achievements that are a hallmark ofThe IMAX Experience®, the Company’s exhibitor customers typically charge a premium for IMAX DMR films over 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 has helped establish IMAX as a key premium distribution and marketing platform for Hollywood blockbuster films. The Company released 70 films in 2018, up from 60 films in 2017. The Company expects to release a similar number of IMAX DMR films in 2019 as compared to 2018.and foreign local language movie studios.

As one of the world’s leaders ina premier global technology platform for entertainment technology,and events, the Company strives to remain at the forefront of advancements in cinema technology. The Company recently introducedoffers a suite of IMAX with Laser the Company’s next-generation laser projection system designed for IMAX theaters in commercial multiplexes. The Company believes that IMAX with Laser deliversTheater Systems, which deliver increased resolution, sharper and brighter images, deeper contrast, as well asand the widest range of colors available to filmmakers today. The Company further believes that its suite of IMAX with Laser can helpTheater Systems are helping facilitate the next major lease renewal and upgrade cycle for the global commercial IMAX network.

To dateIn addition, the Company continues to evolve its platform to bring new, innovative events and experiences to audiences worldwide. The Company has a connected IMAX theater footprint capable of delivering live, interactive content with low latency and superior sight and sound. As of December 31, 2021, 68 theaters in the IMAX network were configured to enable the streaming of live events with additional theaters expected to go-live throughout 2022.

IMPACT OF COVID-19 PANDEMIC

The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close, including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally scheduled for release in 2020 and early 2021, including many of the films scheduled to be shown in IMAX theaters, while several other films were released directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As of December 31, 2021, 95% of the theaters in the global IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United States and Canada), 95% of the theaters in Greater China and 91% of the theaters in Rest of World markets.

The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as GBO results from the theaters in the IMAX network declined, the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed or operating with reduced capacities. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of pandemic-related theater closures, although improving, the Company has signed IMAXexperienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response, beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating with Laser agreementsreduced capacities and, in certain situations, by providing extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or lease arrangement.

As a result of the uncertainties associated with leading, global exhibitors suchthe pandemic, the Company took significant steps in 2020 and 2021 to preserve cash by eliminating non-essential costs, temporarily furloughing certain employees, reducing the working hours of other employees, and reducing all non-essential capital expenditures to minimum levels. The Company also implemented an active cash management process, which, among other things, required senior management approval of all outgoing payments.

38


Also, in the first quarter of 2021, the Company issued $230.0 million of Convertible Notes. The net proceeds from the issuance of the Convertible Notes were approximately $223.7 million, after deducting the initial purchasers’ discounts and commissions, which were used in part to repay a portion of outstanding borrowings under the Credit Facility provided by the Company’s Credit Agreement with Wells Fargo. In addition, during 2021, the Company entered into amendments to its Credit Agreement which, among other things,suspend the Senior Secured Net Leverage Ratio financial covenant in the Credit Agreement through the first quarter of 2022 and once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021. As of December 31, 2021, the Company was in compliance with all of its requirements under the Credit Agreement, as AMC Entertainment Holdings, Inc. (“AMC”amended. (Each defined term used, but not defined in this paragraph is defined in Note 14 of Notes to Consolidated Financial Statements. See Note 14 of Notes to Consolidated Financial Statements for a summary of the amendments to the Credit Agreement that the Company entered into in 2021.), Cineworld Group PLC (“Cineworld”)

In 2020 and Les Cinémas Pathé Gaumont (“Pathé”) (among others) for2021, the Company recognized a total of 59 new$10.9 million in wage subsidies, tax credits, and other financial support under COVID-19 relief legislation that has been enacted in the countries in which it operates, primarily under the Canada Emergency Wage Subsidy (“CEWS”) program. For the years ended December 31, 2021 and 2020, these benefits were recognized in the Consolidated Statements of Operations as reductions to Selling, General and Administrative Expenses ($2.9 million and $6.0 million, respectively), Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million, respectively), and Research and Development ($nil and $0.1 million, respectively). The CEWS program expired in October 2021. 

For the year ended December 31, 2021, GBO generated by IMAX films totaled $638.2 million, surpassing the total for 2020 by $379.0 million (146%), whereas conventional theaters 114 upgradessaw an estimated 78% increase in box office. Moreover, during the fourth quarter of 2021, GBO generated by IMAX films totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million for the fourth quarter of 2019, due to existingthe performance of films such as Spider-Man: No Way Home, No Time to Die, and Dune. Included in this fourth quarter GBO performance is an all-time Company record for the month of October. Management is encouraged by these box office results and believes they indicate that moviegoers are returning to theaters, and in particular IMAX theaters, where and 30 upgradeswhen theaters are open and they feel safe. Management is further encouraged by the return of the prevalence of exclusive theatrical windows and the strong pipeline of Hollywood movies scheduled to existing backlog arrangements. As at December 31, 2018,be released for theatrical exhibition in 2022.However, the impact of the COVID-19 pandemic on the Company’s backlog had 73business and financial results will continue to depend on numerous evolving factors that cannot be accurately predicted and that will vary by jurisdiction and market, including the duration and scope of the pandemic, the emergence of new IMAX with Laser systems and 98 upgradesthe spread of existing variants of the virus, the progress made on administering vaccines and developing treatments and the effectiveness of such vaccines and treatments, the continuing impact of the pandemic on global economic conditions and ongoing government responses to IMAX with Laser systemsthe pandemic, which could lead to further theater closures, theater capacity restrictions and/or delays in the release of films.

(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and expectscash flows due to have approximately 135 IMAX with Laser systems installed by the endCOVID-19 pandemic and its business, financial condition and results of 2019.operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and Note 2 of Notes to Consolidated Financial Statements in Part II, Item 8.)


39


 

31


SOURCES OF REVENUE

The primary revenue sources forFor the presentation of MD&A, the Company can be categorizedhas organized its reportable segments into the following four main groups: network business, theater business, new businesscategories: (i) IMAX Technology Network; (ii) IMAX Technology Sales and other.Maintenance; (iii) Film Distribution and Post-Production; and (iv) New Business Initiatives. Within these four categories are the Company’s following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems; (iv) IMAX Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives.

IMAX Technology Network

The network business includes variable revenues that are primarily derived from film studios and exhibitors. Under the Company’s DMR arrangements, the Company provides DMR services to studios in exchange for a percentage ofIMAX Technology Network category earns revenue based on contingent box office receipts. Under joint revenue sharing arrangements,Included in the Company provides IMAX theater systems to exhibitorsTechnology Network category are the IMAX DMR segment and alsocontingent rent from the Joint Revenue Sharing Arrangement (“JRSA”), which are each described in more detail below.

IMAX DMR

IMAX DMR is a proprietary technology that digitally remasters films into IMAX formats. In a typical IMAX DMR film arrangement, the Company receives a percentage of contingentthe box office receipts.

receipts from a movie studio in exchange for converting a commercial film into IMAX DMR format and distributing it through the IMAX network. The theater business includes revenues that are primarily derived from theater exhibitors through eitherfee earned by the Company in a sale or sales-type leasetypical IMAX DMR arrangement averages approximately 12.5% of box office receipts (i.e., GBO receipts less applicable sales taxes), except for IMAX theater systems. Sales and sales-type lease arrangements typically require fixed upfront and annual minimum payments. The theater business side also includes fixed revenues that are required under the Company’s hybrid theater systems from the joint revenue sharing arrangements segment. 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 situationswithin Greater China, where the theater exceeds certainCompany receives a lower percentage of net box office thresholds. In addition, theater exhibitors also payreceipts 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.certain Hollywood films.

New business includes revenue from 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.

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.

On January 1, 2018, the Company adopted ASU2014-09, “Revenue from Contracts with Customers (Topic 606)”, utilizing the modified retrospective transition method with a cumulativecatch-up adjustment. The Company will review the variable interest assets on an ongoing basis. As of December 31, 2018, the Company has not made anytrue-ups or downs of its transition amounts. The Company is applying the new revenue standard only to contracts not completed as at the date of initial application, referred to as open contracts. As such, the current presentation of the Company’s sources of revenues is not consistent with that of the prior year comparative periods.

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-master Hollywood films into IMAX digital cinema package format or15/70-format film for exhibition in IMAX theaters. IMAX DMR 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 a typical IMAX DMR film arrangement,addition, 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 the IMAX DMR format 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.

IMAX films also benefit from enhancements made by individual filmmakers exclusively for the IMAX release, and filmmakers and studios have sought IMAX-specific enhancements in recent years to generate interest in and excitement for their films. Such enhancements include shooting select scenes with IMAX cameras to increase the audience’s immersion in the film and taking advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio. For example, Marvel’sAvengers: Infinity War, which was released in April 2018, was shot in its entirety using IMAX cameras, andAvengers: Endgame, scheduled for release in April 2019, was also filmed entirely with IMAX cameras. In addition, in July 2018,Ant-Man and the Wasp andMission: Impossible – Fallout was released with select scenes specifically formatted for IMAX screens, and in March 2019,Captain Marvel will be released

32


with select scenes specifically formatted for IMAX screens. In addition, for Disney’sThe Lion King, scheduled for release in July 2019, director Jon Favreau filmed select scenes with IMAX cameras.

The original soundtrack of a film to be exhibited in the IMAX theater networktheaters isre-mastered remastered for the IMAX digital sound systems in connection with the IMAX DMR release.systems. Unlike the soundtracks played in conventional theaters, IMAXre-mastered remastered soundtracks are uncompressed and full fidelity. IMAX sound systems use proprietary loudspeaker systems and proprietary surround sound configurations that ensure every theater seat is in an optimal listening position.

IMAX films also benefit from enhancements made by individual filmmakers exclusively for the IMAX release of the film. Collectively, the Company refers to these enhancements as “IMAX DNA”. Filmmakers and movie studios have sought IMAX-specific enhancements in recent years to generate interest in and excitement for their films. Such enhancements include shooting films with IMAX cameras to increase the audience’s immersion in the film and to take advantage of the unique dimensions of the IMAX screen by projecting the film in a larger aspect ratio that delivers up to 26% more image onto a standard IMAX movie screen. In select IMAX theaters worldwide, movies filmed with IMAX cameras have an IMAX-exclusive 1.43 film aspect ratio, with up to 67% more image.

In 2021, 63 IMAX films were released to the Company’s global theater network, including films such as Spider-Man: No Way Home, No Time to Die, Dune, F9, The CompanyBattle at Lake Changjin, Detective Chinatown 3, Godzilla vs. Kong, Shang-Chi and the Legend of the Ten Rings, The Eternals, and Black Widow. The films released in 2021 include 10 with IMAX DNA and 32 local language films released in China (21), Japan (9), Russia (1) and South Korea (1). In 2020, 31 IMAX films were released to the Company’s global theater network, including five with IMAX DNA, and 17 local language films released in China (10), Russia (3), Japan (3), and South Korea (1). In 2019, 60 IMAX films were released to the Company’s global theater network, including six with IMAX DNA, and 18 local language films released in China (14), Japan (1), South Korea (1), India (1) and Russia (1).

Management believes that the growth in international box office remains an important driver of future growth for the Company. During the year ended December 31, 2018, 65.0% of the Company’s gross box office from IMAX DMR films was generated in international markets, as compared to 63.4% in the year ended December 31, 2017. To support continued growth in international markets, the Company has sought to bolster its international film strategy, supplementing the Company’s filmits slate of Hollywood DMR titlesfilms with appealing local language IMAX DMR releasesfilms released in select markets. During the year ended December 31, 2018, 25 local language IMAX DMR films including 18markets, particularly in China, three in India, one in France, South Korea, Japan and Russia, respectively, were released to the IMAX theater network.China. The Company expects to announce additional local language IMAX DMR films to be released to its global theater network in 2022.

40


To date, in 2022, eight titles have been released to the global IMAX theater network, including one released in the remainder of 2019connection with a live performance/interactive event, and beyond.

In April 2018, the Company released an IMAX original production,Pandas, in conjunction with Panda Productions.

To date, the Company has announced the following 29 DMR18 titles to be released later in 2019 to the IMAX theater network. The following dates noted for film release are subject to change and may vary by territory.2022:

 

Free Solo:TheIMAX Experience(National Geographic, January 2019);

Scheduled

Title

 

How to Train Your Dragon: The Hidden World:TheStudio

Release Date(1)

IMAXExperience (Universal Pictures, January 2019, select international markets); DNA

The Batman

 

Glass: TheWarner Bros. Pictures

March 2022

None

Notre-Dame Brûle

Pathe

March 2022

Filmed in IMAX Experience(

Morbius

Sony Pictures

April 2022

None

Ambulance

Universal Pictures and

April 2022

None

Fantastic Beasts: The Secrets of Dumbledore

Warner Bros. Pictures

April 2022

TBD

Doctor Strange In The Multiverse of Madness

Walt Disney Studios January 2019);

May 2022

Filmed in IMAX

Top Gun: Maverick

 

Crazy Alien: TheParamount Pictures

May 2022

Filmed in IMAXExperience (Enlight, February 2019, China only);

Jurassic World: Dominion

 

The Wandering Earth: TheIMAXExperience (Beijing Culture, February 2019, China and select international markets);Universal Pictures

June 2022

None

Lightyear

 

Pegasus: TheIMAXExperience (Maoyan, February 2019, China only);Walt Disney Studios

June 2022

Expanded Aspect Ratio

Minions: The Rise Of Gru

 

The Lego Movie 2: The Second Part: TheUniversal Pictures

July 2022

None

Thor: Love & Thunder

Walt Disney Studios

July 2022

Filmed in IMAXExperience(

Nope

Universal Pictures

July 2022

Filmed in IMAX

Black Adam

Warner Bros. Pictures February 2019);

July 2022

TBD

Spider-Man: Into the Spiderverse Sequel

 

Alita: Battle Angel: The IMAXExperience (20thCentury Fox, February 2019);Sony Pictures

October 2022

TBD

The Flash

 

Captain Marvel: TheIMAXExperience (Walt Disney Studios, March 2019);Warner Bros. Pictures

November 2022

TBD

Black Panther 2: Wakanda Forever

 

Dumbo: TheIMAXExperience(Walt Disney Studios March 2019);

November 2022

TBD

Creed 3

 

Shazam!: TheMGM

November 2022

Filmed in IMAXExperience(Warner Bros. Pictures, April 2019);

Avatar 2

 

Hellboy: TheIMAXExperience(Lionsgate, April 2019);

Disneynature Penguins’: TheIMAXExperience (Walt Disney Studios, April 2019);

The Curse of La Llorona: TheIMAXExperience(Warner Bros. Pictures, April 2019);

Avengers: Endgame: TheIMAXExperience(Walt Disney Studios April 2019);

December 2022

TBD

 

(1)

Godzilla: KingThe scheduled release dates in the table above are subject to change, including as a result of Monsters:the impact of the COVID-19 pandemic, may vary by territory, and may not reflect the date(s) of limited premiere events. See “Risk Factors – TheIMAXExperience(Warner Bros. Pictures, May 2019); Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.

Aladdin: TheIMAXExperience(Walt Disney Studios, May 2019);

Dark Phoenix: The IMAXExperience (20th Century Fox, June 2019);

Men in Black: International: The IMAXExperience (Sony Pictures, June 2019);

Toy Story 4: TheIMAXExperience(Walt Disney Studios, June 2019);

Spider-Man: Far From Home: The IMAXExperience (Sony Pictures, July 2019);

Lion King: TheIMAXExperience(Walt Disney Studios, July 2019);

The New Mutants: TheIMAXExperience(20th Century Fox, August 2019);

Artemis Fowl: TheIMAXExperience(Walt Disney Studios, August 2019);

IT: Chapter 2: TheIMAXExperience(Warner Bros. Pictures, September 2019);

VIY 2: Mystery of the Dragon’s Seal: The IMAXExperience (Nashe Kino, September 2019, Russia and select international markets);

Frozen 2: TheIMAXExperience(Walt Disney Studios, November 2019);

Jumanji: Welcome to the Jungle Sequel: The IMAXExperience (Sony Pictures, December 2019); and

Star Wars: Episode IX: TheIMAXExperience(Walt Disney Studios, December 2019).

In addition, the Company will be releasing an IMAX original production,Superpower Dogs, in March 2019.

33


The Company remains in active negotiations with all of the major Hollywood studios for additional films to fill out its short and long-term film slate for the IMAX theater network in 2019.network.

Joint Revenue Sharing Arrangements – Contingent Rent

The CompanyJRSA segment provides IMAX theater systemsTheater Systems to certain of its exhibitor customers underexhibitors through joint revenue sharing arrangements. Under the traditional form of these arrangements, (“JRSA”). The Company has two basic types of joint revenue sharing arrangements: traditionalIMAX provides the IMAX projection and hybrid.

Undersound system under a traditional joint revenue sharing arrangement,long-term lease in which the Company provides an IMAX theater system to a customer in return for a portionassumes the majority of the customer’s IMAXequipment and installation costs. In exchange for its upfront investment, the Company earns rent based on a percentage of contingent box office receipts and, in some cases, concession revenues, rather than requiring the customer to pay a fixed upfront paymentfee or 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 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 Theater 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 systemTheater System 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 For hybrid joint revenue sharing arrangements that take the form of leases report their fixed revenues ina lease, the Company’s theater business operations,contingent rent is reported within the IMAX Technology Network, while the contingent box office receipts are included in the Company’s network business operations in the period they are earned. Hybridfixed upfront payment is recorded as revenue within IMAX Technology Sales and Maintenance, as discussed below. For hybrid joint revenue sharing arrangements that take the form of sales arrangements, which occur when title is transferred toa sale, see the customer at transfer of control of the system, record their fixed revenuesdiscussion below under IMAX Technology Sales and an estimate of the ongoing contingent box office revenue in the Company’s theater business operations at the point of revenue recognition. Adjustments to the estimated contingent rent flow through theater business operations as they occur over the life of the contracts.Maintenance.

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.

41


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 including film performance, the mix of theater system configurations, the timing of installation of IMAX Theater Systems, the nature of the arrangement, the location, size and management of the theater and other factors specific to individual arrangements.

Joint revenue sharing arrangements also require IMAX to provide maintenance and extended warranty services to the customer over the term of the lease in exchange for a separate fixed annual fee. These fees are reported within IMAX Technology Sales and Maintenance, as discussed below.

Joint revenue sharing arrangements have been an important factor in the expansion of the Company’s commercial theater network. Joint revenue sharing arrangements allow commercial theater exhibitors to install IMAX theater systemsTheater Systems without the significant initial capital investment required in a sale or sales-type lease arrangement. Joint revenue sharing arrangements drive recurring cash flows and earnings for the Company as customers under 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, 2018,2021, the Company had 798909 theaters in operation under joint revenue sharing arrangements, a 6.8%2% increase as compared to the 747890 theaters in operation under joint revenue sharing arrangements open as atof December 31, 2017.2020. The Company also had contracts in backlog for an additional 387316 theaters under joint revenue sharing arrangements as atof December 31, 2018.2021, including 82 upgrades to existing theater locations and 234 new theater locations.

IMAX Technology Sales and Maintenance

The IMAX Technology Sales and Maintenance category earns revenue earnedprincipally from customers under the Company’ssale or sales-type lease of IMAX Theater Systems, as well as from the maintenance of IMAX Theater Systems. To a lesser extent, the IMAX Technology Sales and Maintenance category also earns revenue from certain hybrid joint revenue sharing arrangements can vary from quarter to quarter and year to year based on a number of factors including film performance,certain ancillary theater business activities. These activities are described in more detail below under the mix of theater system configurations, the timing of installation of these theater systems, the nature of the arrangement, the location, size and management of the theater and other factors specific to individual arrangements.captioned section for each respective segment.

IMAX Systems

The IMAX Systems – Contingent Rent

Prior to the adoption of the new revenue recognition standard, 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 realized for changes in rent and maintenance payments which are indexed to a local consumer price index. Effective January 1, 2018, upon

34


adoption of the new revenue recognition standard, the recognition of contingent rent on an ongoing basis, as discussed above, will only continue for the Company’s sales type lease arrangements. Contingent rent on sales arrangements is estimated and recognized with the revenue attributable to the System Obligation.

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

IMAX Systems

The Company alsosegment provides IMAX theater systemsTheater Systems to customers on a salesexhibitors through sale arrangements or long-term lease basis, typically with an initial10-year term. These agreements typically requirearrangements that for accounting purposes are classified as sales-type leases. Under these arrangements, in exchange for providing the payment ofIMAX Theater System, the Company earns initial fees and ongoing fees (whichconsideration, which can include a fixed annual minimum amount per annumpayments and contingent fees in excess of the minimum payments), payments, as well as maintenance and extended warranty fees.fees (see “IMAX Maintenance” below). The initial fees vary depending on the system configuration and location of the theater. Initial fees are paid to the Company in installments between the time of system signing the arrangement and the time of system installation, which is when the total of these fees, in addition to the present value of future annual minimum payments, are recognized as revenue. 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 derivedrecognized over the term of a financed sale or sales-type lease arrangementarrangement. In addition, in sale arrangements, an estimate of the contingent fees that may become due if certain annual minimum box office receipt thresholds are exceeded, is recorded as revenue in the unearned incomeperiod when the sale is recognized and is adjusted in future periods based on that financed sale or sales-type leaseactual results and changes in estimates. Such variable consideration is earned. Certain maintenance and extended warranty services are providedonly recognized on sales transactions to the customer forextent the Company believes there is not a separate fixed annual fee.risk of significant revenue reversal.

Under the Company’s sales agreements,In sale arrangements, title to the theater systemIMAX Theater System equipment components passesgenerally transfers to the customer. InHowever, in certain instances, however, the Company retains title or a security interest in the equipment until the customer has made all payments required underby the agreement. Underagreement or until certain shipment events for the terms ofequipment have occurred. In a sales-type lease agreement,arrangement, title to the theater systemIMAX 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 quarterquarter-to-quarter and year to yearyear-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,IMAX Theater Systems, the nature of the arrangement and other factors specific to individual contracts.

Under hybrid joint revenue sharing arrangements that take the form of sales arrangements, 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 in different territories, 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 has reclassified hybrid sales arrangements to the traditional sales segment since the total consideration received and the revenue recognition timing at transfer of control of the assets now very closely resemble those of the traditional sale arrangements.

Joint Revenue Sharing Arrangements – Fixed Fees

As discussed inUnder certain joint revenue sharing arrangements, above, under aknown as hybrid joint revenue sharing arrangement that takes the form of a lease arrangement,arrangements, the customer is responsible for making fixed upfront payments prior to the delivery and installation of the IMAX theater systemTheater System in an amount that is typically half of what the Company would receive from a straighttypical sale transaction. TheseFor hybrid joint revenue sharing arrangements that take the form of a lease, the contingent rent is reported within the IMAX Technology Network, as discussed above, while the fixed upfront payments are included in the Company’s theater business operations.payment is reported within IMAX Technology Sales and Maintenance.

42


IMAX Maintenance

IMAX Theater System Maintenance

For all IMAX theaters, theater owners or operators arearrangements also responsibleinclude a requirement for paying the Company to provide maintenance services over the life of the arrangement in exchange for an extended warranty and annual maintenance and extended warranty fee.fee paid by the theater owner or operator. 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 theater agreements.

Other Theater RevenuesBusiness

Additionally, the Company generates revenues from the saleThe Other Theater Business segment principally includes after-market sales of after-marketIMAX Theater System parts and 3D glasses.

Film Distribution and Post-Production

35

Through its Film Distribution segment, the Company distributes large-format documentary films, primarily to institutional theaters. The Company receives as its distribution fee either a fixed amount or a fixed percentage of the theater box office receipts and following the recoupment of its costs, is typically entitled to receive an additional percentage of gross revenues as participation revenues.


Revenue from theater business arrangements is recognized at a different time from when cash is collected. See note 4 “AdoptionThe ownership rights to the films distributed by the Company may be held by the film’s sponsors, third-party film investors and/or the Company. As of ASC Topic 606, Revenue from Contracts with Customers, effective January 1, 2018” in Item 8 of this 2018 Form10-K for further discussion on the Company’s revenue recognition policies.

New Business

In recent years,December 31, 2021, the Company has been exploring several new lines of business outside of its core business.

IMAX Home Entertainment Technologiesdistribution rights with respect to 53 films, which cover subjects such as space, wildlife, music, sports, history, and Services

In September 2018, the Company announced a new home entertainment licensing and certification program called IMAX Enhanced. This initiative was launched along with audio leader DTS (an Xperi subsidy), capitalizing on the companies’ decades of combined expertise in image and sound science. The certification program combineshigh-end consumer electronics products with IMAX digitallyre-mastered 4K high dynamic range (HDR) content and DTS audio technologies to offer consumers immersive sight and sound experiences for the home.

To be accepted into the program, leading consumer electronics manufacturers must design 4K HDR televisions, A/V receivers, sound systems and other home theater equipment to meet a carefully prescribed set of audio and video performance standards, set by a certification committee of IMAX and DTS engineers and some of Hollywood’s leading technical specialists.

The program will digitallyre-master content to produce more vibrant colors, greater contrast and sharper clarity, and will also deliver an IMAX signature sound experience.

IMAX Enhanced Program launch partners include Sony Electronics, Sony Pictures, Paramount Pictures, Sound United.

In 2013, the Company established a joint venture with TCL Multimedia Technology Holding Limited (“TCL”) to design, develop, manufacture and sell a premium home theater system. 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.

Original Content

The Company has created two film funds to help finance the production of original content. The Company formed the IMAX China Film Fund (the “China Film Fund”) with its subsidiary IMAX China, its partner CMC and several other large investors to help fund Mandarin language commercial films. The China Film Fund targets productions that can leverage the Company’s brand, relationships, technology and release windows in China.natural wonders.

In addition, the Company’s IMAX Original Film Fund (the “Original Film Fund”) was established in 2014Company continues toco-finance a portfolio of 10 original large format films. The initial investment in the Film Fund was committed evolve its platform to by a third party in the amount of $25.0 million, with the possibility of contributing additional funds.bring new, innovative events and experiences to audiences worldwide. The Company has contributed $9.0 million to the Original Film Fund since 2014,a connected IMAX theater footprint capable of delivering live, interactive content with low latency and has reached its maximum contribution. The Company sees the Original Film Fund as a vehicle designed to generate a continuous, steady flowsuperior sight and sound. As of high-quality documentary content. As at December 31, 2018,2021, 68 theaters in the Original Film Fund has invested $20.9 million towardIMAX network were configured to enable the developmentstreaming of original films.live events with additional theaters expected to go-live throughout 2022.

In 2017,the fourth quarter of 2021, the Company distributed a Kanye West and Drake concert to 35 IMAX theaters across the United States and Canada through a partnership with Amazon Music. In the fourth quarter of 2021, the Company also held special screenings of Joel Coen’s The Tragedy of Macbeth, including a live Q&A with Mr. Coen and actress Frances McDormand streamed from the IMAX theater in Lincoln Square, New York, and West Side Story, featuring a live Q&A with director Steven Spielberg and his cast, which was streamed from the IMAX theater of Century City, California. Also, in the first quarter of 2022, the Company partnered with Marvel Television Inc. (“Marvel”)Disney to hold a special screening of The Beatles: Get Back – The Rooftop Concert, featuring a live Q&A with director and Disney|ABC Television Groupproducer Peter Jackson streaming toco-produce and premiere theatrically the television series “Marvel’s Inhumans” in IMAX theaters. The first two episodes of the series ran worldwide in 68 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.worldwide.

The Company continues to believe that the IMAX network serves as a valuable platform to launch and distribute original content, especially during shoulder periods. However,content.

Through its Film Post-Production segment, the Company does not expect to make meaningful direct investments in original content going forward.

36


Virtual Reality

In 2017, the Company piloted a virtual reality (“VR”) initiative which included several pilot IMAX VR Centers located in a number of multiplexes, as well as a stand-alone venue, each retrofitted with proprietary VR pods that permitted interactive, moveable VR experiences.

The Company also established its VR Fund among the Company, its subsidiary IMAX China and other strategic investors to help finance the creation of interactive VR content experiences for use across all VR platforms, including in the pilot IMAX VR Centers.

In December 2018, the Company announced, in connection with its strategic review of its VR pilot initiative, that it had decided to close its remaining VR locations andwrite-off certain VR content investments. In January 2019, the Company decided to dissolve the VR Fund. For the year ended December 31, 2018, the Company has recognized asset impairment and exit costs related to its VR investments of $7.2 million. For additional information refer to note 24 in Item 8 of this 2018 Form10-K.

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, (whetherwhether produced internallyby IMAX or externally),third parties, and digital post-production services.

New Business Initiatives

The New Business Initiatives segment includes activities related to the expansion of the IMAX brand across new lines of business and initiatives, which seek to leverage the Company’s proprietary, innovative technologies, its leadership position in the entertainment technology space, its unique relationship with content creators, and its brand.

In addition,September 2018, the Company alsolaunched IMAX Enhanced, a new initiative to bring The IMAX Experience into the home, in partnership with audio leader DTS (an Xperi subsidiary). IMAX Enhanced provides film post-productionend-to-end premium technology across streaming content and quality control services for large-format films (whether produced internally or externally)best-in-class entertainment devices, offering consumers high-fidelity playback of image and sound in the home and beyond, including the following features:

IMAX’s expanded aspect ratio, which is available on select titles and streaming platforms, including Disney+ and features the full scale and scope of The IMAX Experience as the filmmakers intended;

IMAX’s proprietary remastering technology, which produces a more vivid, higher-fidelity 4K HDR images on today’s best televisions; and

IMAX signature sound, which is specially recreated and calibrated for the home by DTS to unlock more immersive audio.

43


To be certified as IMAX Enhanced, leading consumer electronics manufacturers spanning 4K/8K televisions, projectors, A/V receivers, loudspeakers, soundbars and smartphones must meet a carefully prescribed set of audiovisual performance standards, set by a certification committee of IMAX and DTS engineers, along with some of Hollywood’s leading technical specialists.

At present, certified global device partners include Sony Electronics, Hisense, TCL, Phillips, Xiaomi, Sound United and Honor, among others. More than 150 IMAX Enhanced titles are now available across six of the biggest streaming platforms worldwide, including Disney+, Sony Bravia CORE, Tencent Video, iQiyi, Tsutaya TV and Rakuten TV.

The Company’s collaboration with Disney, which was announced in November 2021, allows fans to stream 14 Marvel titles in IMAX’s Expanded Aspect Ratio at home on Disney+. The 14 titles available on Disney+ include Shang-Chi and The Legend of The Ten Rings and Eternals, as well as Iron ManGuardians of the GalaxyGuardians of the Galaxy Vol. 2Captain America: Civil WarDoctor StrangeThor: RagnarokBlack PantherAvengers: Infinity WarAnt-Man and The WaspCaptain MarvelAvengers: Endgame, and digital post-production services. Black Widow (content availability varies by region). The launch of IMAX Enhanced on Disney+ served as a focal point of Disney’s “Disney+ Day” two-year anniversary event, earning significant positive media coverage and providing strong brand exposure for IMAX by expanding the Company’s in-home entertainment footprint to more than 80 million subscribers.

IMAX Enhanced and the collaboration with Disney is part of the Company’s next evolutionary step to grow beyond Hollywood blockbusters and extend the IMAX brand and technology further into the streaming environment.

Other

The Company derives a small portion of its revenues from other sources including: twoincluding one owned and operated IMAX theaters;theater in Sacramento, California; a commercial arrangement with one theater resulting in the sharing of profits and losses; the provision of management services to fourthree other theaters; renting its proprietary 2D and 3D large-format film and digital cameras to third-party production companies; and also offering production advice and technical assistance to both documentary and Hollywood filmmakers. In January 2019, the Company closed its owned and operated theater in Minneapolis, Minnesota and now has one remaining owned and operated theater in Sacramento, California.

37


IMAX TheaterNETWORK AND BACKLOG

IMAX Network and Backlog

IMAX Theater Network

The following table outlines the breakdown ofprovides detailed information about the IMAX theater network by theater type and geographic location as atof December 31:31, 2021 and 2020:

 

  2018 Theater Network Base   2017 Theater Network Base 

 

December 31, 2021

 

 

 

December 31, 2020

 

  Commercial
Multiplex
   Commercial
Destination
   Institutional   Total   Commercial
Multiplex
   Commercial
Destination
   Institutional   Total 

 

Commercial

Multiplex

 

 

Commercial

Destination

 

 

Institutional

 

 

Total

 

 

 

Commercial

Multiplex

 

 

Commercial

Destination

 

 

Institutional

 

 

Total

 

United States

   365    4    33    402    364    4    35    403 

 

 

363

 

 

 

4

 

 

 

27

 

 

 

394

 

 

 

 

367

 

 

 

4

 

 

 

30

 

 

 

401

 

Canada

   39    2    7    48    37    2    7    46 

 

 

39

 

 

 

1

 

 

 

7

 

 

 

47

 

 

 

 

39

 

 

 

1

 

 

 

7

 

 

 

47

 

Greater China(1)

   624    —      15    639    527    —      17    544 

 

 

768

 

 

 

 

 

 

15

 

 

 

783

 

 

 

 

729

 

 

 

 

 

 

16

 

 

 

745

 

Western Europe

 

 

116

 

 

 

4

 

 

 

8

 

 

 

128

 

 

 

 

115

 

 

 

4

 

 

 

8

 

 

 

127

 

Asia (excluding Greater China)

   112    2    3    117    100    1    3    104 

 

 

122

 

 

 

2

 

 

 

2

 

 

 

126

 

 

 

 

123

 

 

 

2

 

 

 

2

 

 

 

127

 

Western Europe

   101    4    10    115    88    4    10    102 

Russia & the CIS

   62    —      —      62    58    —      —      58 

 

 

70

 

 

 

 

 

 

 

 

 

70

 

 

 

 

68

 

 

 

 

 

 

 

 

 

68

 

Latin America(2)

   47    1    12    60    42    —      12    54 

 

 

51

 

 

 

1

 

 

 

11

 

 

 

63

 

 

 

 

51

 

 

 

1

 

 

 

11

 

 

 

63

 

Rest of the World

   59    1    2    62    56    1    2    59 

 

 

70

 

 

 

 

 

 

2

 

 

 

72

 

 

 

 

70

 

 

 

 

 

 

2

 

 

 

72

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,409    14    82    1,505    1,272    12    86    1,370 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total(3)

 

 

1,599

 

 

 

12

 

 

 

72

 

 

 

1,683

 

 

 

 

1,562

 

 

 

12

 

 

 

76

 

 

 

1,650

 

 

(1)

Greater China includes China, Hong Kong, Taiwan, and Macau.

(2)

Latin America includes South America, Central America, and Mexico.

(3)

Period-to-period changes in the table above are reported net of the effect of permanently closed theaters.

44


The Company currently believes that over time its commercial multiplex theater network could grow to approximately 2,8553,318 IMAX theaters worldwide from 1,409 commercial multiplex IMAX theatersthe 1,599 operating as atof December 31, 2018.2021. The Company believes that the majority of its future growth will come from international markets. As atof December 31, 2018, 70.1%2021, 74% of IMAX theater systemsTheater Systems in operation were located within international markets (defined as all countries other than the United States and Canada), up from 67.2%compared to 73% as atof December 31, 2017. Revenues2020. Accordingly, the GBO and gross box officerevenues derived from outside the United States and Canadainternational markets continue to exceed the GBO and revenues and gross box officederived from the United States and Canada. Risks associated with the Company’s international business are outlined in “Risk Factors – The Company conducts business internationally, which exposes it to uncertainties and risks that could negatively affect its operations, sales and future growth prospects” in Item 1A of Part I, of this 2018 Form10-K.Item 1A.

Greater China continues to beis the Company’s second-largestlargest market, measured by revenues, with approximately 31%44% and 38% of overallconsolidated revenues generated from the Company’sits Greater China operations in 2018. As atthe years ended December 31, 2018,2021 and 2020, respectively. As of December 31, 2021, the Company had 639783 theaters operating in Greater China with an additional 272215 theaters in backlog that are scheduled to be installed in Greater China by 2022.backlog. The Company’s backlog in Greater China represents 48.2%44% of the Company’sits total current backlog, including upgrades.upgrades in system type. The Company’s largest single international partnership is in China with Wanda. As of December 31, 2021, through the Company’s partnership with Wanda, Film, formerly Wanda Cinema Line Corporation (“Wanda”). Wanda’s total, commitment to the Company is for 359 theater systemsthere are 369 IMAX Theater Systems operational in Greater China, (ofof which 344 theater systems355 are under the parties’ joint revenue sharing arrangement). arrangement.

(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic”)

(See “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business there”, “Risk Factors – General political, social and economic conditions can affect the Company’s business by reducing both revenues generated from existing IMAX Theater Systems and the demand for new IMAX Theater Systems”, and “Risk Factors – The Company may not convert all of its backlog into revenue and cash flows” in China” in Item 1A of Part I, Item 1A.)

(See “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of this 2018 Form10-K.operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)

38


The following table outlinestables provide detailed information about the breakdown ofcommercial multiplex theaters in operation within the Commercial Multiplex theaterIMAX network by arrangement type and geographic location as atof December 31:31, 2021 and 2020:

 

  2018 

 

December 31, 2021

 

  IMAX Commercial Multiplex Theater Network 

 

Commercial Multiplex Theaters in IMAX Network

 

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

 

Traditional

JRSA

 

 

Hybrid

JRSA

 

 

Sale / Sales-

type Lease

 

 

Total

 

Domestic Total (United States & Canada)

   273    5    278    126  404 

 

 

274

 

 

 

5

 

 

 

123

 

 

 

402

 

  

 

   

 

   

 

   

 

  

 

 

International:

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

   316    94    410    214  624 

 

 

392

 

 

 

111

 

 

 

265

 

 

 

768

 

Asia (excluding Greater China)

   30    1    31    81  112 

 

 

33

 

 

 

2

 

 

 

87

 

 

 

122

 

Western Europe

   40    24    64    37  101 

 

 

47

 

 

 

28

 

 

 

41

 

 

 

116

 

Russia & the CIS

   —      —      —      62  62 

 

 

 

 

 

 

 

 

70

 

 

 

70

 

Latin America

   1    —      1    46  47 

 

 

1

 

 

 

 

 

 

50

 

 

 

51

 

Rest of the World

   14    —      14    45  59 

 

 

16

 

 

 

 

 

 

54

 

 

 

70

 

  

 

   

 

   

 

   

 

  

 

 

International Total

   401    119    520    485  1,005 

 

 

489

 

 

 

141

 

 

 

567

 

 

 

1,197

 

  

 

   

 

   

 

   

 

  

 

 

Worldwide Total

   674    124    798    611(1)   1,409 
  

 

   

 

   

 

   

 

  

 

 
  2017 
  IMAX Commercial Multiplex Theater Network 
  Traditional
JRSA
   Hybrid JRSA   Total JRSA   Sale /Sales-
type lease
 Total 

Domestic Total (United States & Canada)

   273    4    277    124  401 
  

 

   

 

   

 

   

 

  

 

 

International:

         

Greater China

   260    80    340    187  527 

Asia (excluding Greater China)

   35    23    58    42  100 

Western Europe

   31    24    55    33  88 

Russia & the CIS

   —      —      —      58  58 

Latin America

   —      —      —      42  42 

Rest of the World

   14    3    17    39  56 
  

 

   

 

   

 

   

 

  

 

 

International Total

   340    130    470    401  871 
  

 

   

 

   

 

   

 

  

 

 

Worldwide Total

   613    134    747    525  1,272 
  

 

   

 

   

 

   

 

  

 

 

Worldwide Total(1)

 

 

763

 

 

 

146

 

 

 

690

 

 

 

1,599

 

45


 

 

 

 

December 31, 2020

 

 

 

Commercial Multiplex Theaters in IMAX Network

 

 

 

Traditional

JRSA

 

 

Hybrid

JRSA

 

 

Sale / Sales-

type Lease

 

 

Total

 

Domestic Total (United States & Canada)

 

 

276

 

 

 

5

 

 

 

125

 

 

 

406

 

International:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

 

 

376

 

 

 

106

 

 

 

247

 

 

 

729

 

Asia (excluding Greater China)

 

 

33

 

 

 

2

 

 

 

88

 

 

 

123

 

Western Europe

 

 

48

 

 

 

27

 

 

 

40

 

 

 

115

 

Russia & the CIS

 

 

 

 

 

 

 

 

68

 

 

 

68

 

Latin America

 

 

1

 

 

 

 

 

 

50

 

 

 

51

 

Rest of the World

 

 

16

 

 

 

 

 

 

54

 

 

 

70

 

International Total

 

 

474

 

 

 

135

 

 

 

547

 

 

 

1,156

 

Worldwide Total(1)

 

 

750

 

 

 

140

 

 

 

672

 

 

 

1,562

 

(1)

Includes 38 theater systems which were previously classified under joint revenue sharing arrangements – hybrid sales arrangements. See “Critical Accounting Policies and Estimates” for further detailsPeriod-to-period changes in the tables above are reported net of the adoption impacteffect of ASC Topic 606 on the Company’s revenues.permanently closed theaters.

As atBacklog

The following table provides detailed information about the Company’s backlog as of December 31, 2018, 278 (2017 – 277) of the 798 (2017 – 747) theaters under joint revenue sharing arrangements in operation, or 34.8% (2017 – 37.1%) were located in the United States2021 and Canada, with the remaining 520 (2017 – 470) or 65.2% (2017 – 62.9%) of arrangements being located in international markets.2020:

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

 

 

Number of

 

 

 

Dollar Value

 

 

 

Number of

 

 

 

Dollar Value

 

 

 

 

Systems

 

 

 

(in thousands)

 

 

 

Systems

 

 

 

(in thousands)

 

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

 

New

 

 

 

Upgrade

 

 

Sales and sales-type lease arrangements

 

 

163

 

 

 

 

10

 

 

 

$

190,280

 

 

 

$

11,532

 

 

 

 

175

 

 

 

 

10

 

 

 

$

200,296

 

 

 

$

13,135

 

 

Hybrid joint revenue sharing arrangements

 

 

126

 

 

 

 

6

 

 

 

 

91,704

 

 

 

 

4,785

 

 

 

 

140

 

 

 

 

7

 

 

 

 

99,911

 

 

 

 

5,560

 

 

Traditional joint revenue sharing arrangements

 

 

108

 

(1)

 

 

76

 

(1)

 

 

200

 

(2)

 

 

5,500

 

(2)

 

 

115

 

(1)

 

 

80

 

(1)

 

 

200

 

(2)

 

 

5,500

 

(2)

 

 

 

397

 

 

 

 

92

 

 

 

$

282,184

 

 

 

$

21,817

 

 

 

 

430

 

 

 

 

97

 

 

 

$

300,407

 

 

 

$

24,195

 

 

39


Sales Backlog

The Company’s current sales backlog is as follows:

 

   December 31, 2018   December 31, 2017 
   Number of
Systems
   Dollar Value
(in thousands)
   Number of
Systems
   Dollar Value
(in thousands)
 

Sales and sales-type lease arrangements

   177(1)    $229,027(2)     162   $205,001 

Joint revenue sharing arrangements

        

Hybrid arrangements

   118    67,176    121    64,328 

Traditional arrangements

   269(3)      8,100(4)     216    11,942(4)  
  

 

 

   

 

 

   

 

 

   

 

 

 
   564(5)    $304,303    499(6)    $281,271 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Includes 20 hybrid sales theater systems which were previously classified under joint revenue sharing arrangements – hybrid sales arrangements.

(2)

Includes a variable consideration estimate of $16.4 million in accordance with ASC Topic 606. See “Critical Accounting Policies and Estimates” in Item 7 and note 4 in item 8 of this 2018 Form10-K for further discussion of the adoption impact of ASC Topic 606 on the Company’s revenues.

(3)

Includes 46 theater systems44 IMAX Theater Systems (2020 ― 46) where the customer has the option to convert from a joint revenue sharing arrangement to a sales arrangement.

(4)

(2)

Reflects contractualThe consideration owed under joint revenue sharing arrangements, which are accounted for as leases, is typically contingent on the box office receipts earned by the exhibitor. Accordingly, such arrangements do not usually have a dollar value in backlog; however, certain joint revenue sharing arrangements provide for contracted upfront payments. Future contingent payments are not reflected as these areand therefore carry a backlog value based on negotiated shares of box office results.those payments.

(5)

Includes 83 new laser projection system configurations (73 of the 83 new systems are IMAX with Laser projection system configurations) and 100 upgrades of existing locations to laser projection system configurations (98 of the 100 upgrades are for the IMAX with Laser projection system configurations).

(6)

Includes 27 new laser projection system configurations (three of the 27 new systems are IMAX with Laser projection system configurations) and five upgrades of existing locations to laser projection system configurations (three of the five upgrades are for the IMAX with Laser projection system configurations).

The number of theater systemsIMAX 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,year-to-year, which adds to backlog and the installation and acceptance of theater systemsIMAX Theater Systems and the settlement of contracts, both of which reduce backlog. SalesThe dollar value of backlog typically represents the fixed contracted revenue under signed theater systemIMAX Theater System sale and lease agreements that the Company believes will be recognizedexpects to recognize as revenue upon installation and acceptance of the associated theater,system, as well as aan estimate of variable consideration estimate, however it excludesin sales arrangements. The value of backlog does not include amounts allocated to maintenance and extended warranty revenues. The value of sales backlog does not includerevenues or revenue from theaters in which the Company has an equity interest, operating leases, orand long-term conditional theater commitments. The value of theaters under joint revenue sharing arrangements is excluded from the dollar value of sales backlog, although certain theater systems under joint revenue sharing arrangements provide for contracted upfront payments and therefore carry a backlog value based on those payments. The Company believes that the contractual obligations for theater systemIMAX Theater System installations that are listed in sales backlog are valid and binding commitments.

46


From time to time, in the normal course of its business, the Company will have customers who are unable to proceed with a theater systeman IMAX Theater System installation for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company and the customer are released from all their future obligations under the agreement, all or a portion of the initial rents or fees that the customer previously made to the Company are recognized as revenue.

Certain of the Company’s contracts contain options for the customer to elect to upgrade system type during the term or to alter the contract structure (for example, from a joint revenue sharing arrangement to a sale) after signing, but before installation. Current backlog information reflects all known elections.

40


The following table outlinestables provide detailed information about the breakdown of the totalCompany’s backlog by arrangement type and geographic location as atof December 31:31, 2021 and 2020:

  2018 

 

December 31, 2021

 

 

  IMAX Theater Backlog 

 

IMAX Theater System Backlog

 

 

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

 

Traditional

JRSA

 

 

Hybrid

JRSA

 

 

Sale / Sales-type Lease

 

 

Total

 

 

Domestic Total (United States & Canada)

   145    3    148    7  155 

 

 

120

 

 

 

3

 

 

 

6

 

 

 

129

 

 

  

 

   

 

   

 

   

 

  

 

 

International:

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

   98    98    196    76  272 

 

 

44

 

 

 

100

 

 

 

71

 

 

 

215

 

 

Asia (excluding Greater China)

   4    —      4    38  42 

 

 

3

 

 

 

15

 

 

 

31

 

 

 

49

 

 

Western Europe

   17    17    34    9  43 

 

 

11

 

 

 

12

 

 

 

6

 

 

 

29

 

 

Russia & the CIS

   —      —      —      17  17 

 

 

 

 

 

1

 

 

 

16

 

 

 

17

 

 

Latin America

   1    —      1    10  11 

 

 

3

 

 

 

 

 

 

10

 

 

 

13

 

 

Rest of the World

   4    —      4    20  24 

 

 

3

 

 

 

1

 

 

 

33

 

 

 

37

 

 

  

 

   

 

   

 

   

 

  

 

 

International Total

   124    115    239    170  409 

 

 

64

 

 

 

129

 

 

 

167

 

 

 

360

 

 

  

 

   

 

   

 

   

 

  

 

 

Worldwide Total

   269    118    387    177(1)    564(2)  

 

 

184

 

 

 

132

 

 

 

173

 

 

 

489

 

(1)

  

 

   

 

   

 

   

 

  

 

 
  2017 
  

 

 

 
  IMAX Theater Backlog 
  

 

 

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

Domestic Total (United States & Canada)

   37    3    40    9  49 
  

 

   

 

   

 

   

 

  

 

 

International:

         

Greater China

   134    102    236    73  309 

Asia (excluding Greater China)

   6    11    17    20  37 

Western Europe

   33    4    37    8  45 

Russia & the CIS

   —      —      —      17  17 

Latin America

   —      —      —      17  17 

Rest of the World

   6    1    7    18  25 
  

 

   

 

   

 

   

 

  

 

 

International Total

   179    118    297    153  450 
  

 

   

 

   

 

   

 

  

 

 

Worldwide Total

   216    121    337    162  499(3)  
  

 

   

 

   

 

   

 

  

 

 

 

 

 

 

December 31, 2020

 

 

 

 

IMAX Theater System Backlog

 

 

 

 

Traditional

JRSA

 

 

Hybrid

JRSA

 

 

Sale / Sales-type Lease

 

 

Total

 

 

Domestic Total (United States & Canada)

 

 

122

 

 

 

3

 

 

 

8

 

 

 

133

 

 

International:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater China

 

 

50

 

 

 

114

 

 

 

87

 

 

 

251

 

 

Asia (excluding Greater China)

 

 

5

 

 

 

15

 

 

 

30

 

 

 

50

 

 

Western Europe

 

 

12

 

 

 

13

 

 

 

5

 

 

 

30

 

 

Russia & the CIS

 

 

 

 

 

1

 

 

 

15

 

 

 

16

 

 

Latin America

 

 

3

 

 

 

 

 

 

7

 

 

 

10

 

 

Rest of the World

 

 

3

 

 

 

1

 

 

 

33

 

 

 

37

 

 

International Total

 

 

73

 

 

 

144

 

 

 

177

 

 

 

394

 

 

Worldwide Total

 

 

195

 

 

 

147

 

 

 

185

 

 

 

527

 

(2)

(1)

Includes 25 theater systems which were previously classified under joint revenue sharing arrangements – hybrid sales arrangements. See “Critical Accounting Policies and Estimates” for further details of the adoption impact of ASC Topic 606 on the Company’s revenues.

(2)

Includes 73158 new IMAX with Laser projection system configurationsTheater Systems and 9892 upgrades of existing locations to IMAX with Laser projection system configurations.Theater Systems.

(3)

(2)

Includes five157 new IMAX Laser Theater Systems and 97 upgrades of existing locations to laser-based digital theater system configurations.IMAX Laser Theater Systems.

Approximately 72.5%74% of IMAX theater systemTheater System arrangements in backlog as atof December 31, 20182021 are scheduled to be installed in international markets (2017 – 90.2%(2020 ― 75%).

(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of operations may continue to be significantly harmed in future reporting periods” in Part I, Item 1A.)

4147



Signings and Installations

The following reflects the Company’s theater systemtables provide detailed information about IMAX Theater System signings and installations:installations for the years ended December 31, 2021 and 2020:

 

 

Years Ended December 31,

 

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

Theater System Signings:

 

 

 

 

 

 

 

 

 

 

New IMAX Theater Systems

 

 

 

 

 

 

 

 

 

 

Sales and sales-type lease arrangements

 

 

20

 

 

 

 

28

 

 

Hybrid joint revenue sharing lease arrangements

 

 

 

 

 

 

18

 

 

Traditional joint revenue sharing arrangements

 

 

9

 

 

 

 

2

 

 

Total new IMAX Theater Systems

 

 

29

 

 

 

 

48

 

 

Upgrades of IMAX Theater Systems

 

 

7

 

 

 

 

17

 

 

Total IMAX Theater System signings

 

 

36

 

 

 

 

65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 

December 31, 2021

 

 

 

December 31, 2020

 

 

Theater System Installations:

 

 

 

 

 

 

 

 

 

 

New IMAX Theater Systems(1)

 

 

 

 

 

 

 

 

 

 

Sales and sales-type lease arrangements

 

 

35

 

 

 

 

27

 

 

Hybrid joint revenue sharing lease arrangements

 

 

9

 

 

 

 

5

 

 

Traditional joint revenue sharing arrangements

 

 

18

 

 

 

 

23

 

 

Total new IMAX Theater Systems

 

 

62

 

 

 

 

55

 

 

Upgrades of IMAX Theater Systems

 

 

13

 

 

 

 

16

 

 

Total IMAX Theater System installations

 

 

75

 

 

 

 

71

 

 

 

   Years Ended December 31, 
   2018   2017 

Theater System Signings:

    

Full new sales and sales-type lease arrangements

   57    85 

New traditional joint revenue sharing lease arrangements

   55    35 

New hybrid joint revenue sharing lease arrangements

   10    50 
  

 

 

   

 

 

 

Total new theaters

   122    170 

Upgrades of IMAX theater systems

   112(1)     7 
  

 

 

   

 

 

 

Total theater signings

   234    177 
  

 

 

   

 

 

 
   Years Ended December 31, 
   2018   2017 

Theater System Installations:

    

Full new sales and sales-type lease arrangements

   63    60 

New traditional joint revenue sharing lease arrangements

   72    86 

New hybrid joint revenue sharing lease arrangements

   14    19 
  

 

 

   

 

 

 

Total new theaters

   149    165 

Upgrades of IMAX theater systems

   23    5 
  

 

 

   

 

 

 

Total theater installations

   172    170 
  

 

 

   

 

 

 

(1)

Includes 105nine IMAX Xenon Theater Systems that were relocated from their original location (2020 ― three). When a theater systems related to existing AMC, Regalsystem under a sales or sales-type lease arrangement is relocated, the amount of revenue earned by the Company may vary from transaction-to-transaction and Pathé theaters to beis usually less than the amount earned for a new sale. In certain situations when a theater system is relocated, the original location is upgraded to an IMAX with Laser projection systems on new lease terms ranging from 10 to 12 years.Theater System.

In 2018, the Company installed 149 IMAX theater systems in new locations.(See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors – The Company estimates that it will installhas experienced a similar numbersignificant decrease in its revenues, earnings and cash flows due to the COVID-19 pandemic and its business, financial condition and results of new theater systems (excluding upgrades)operations may continue to be significantly harmed in 2019. 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.future reporting periods” in Part I, Item 1A.)


48


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company prepares its consolidatedpreparation of financial statements and related disclosures in accordance with U.S. GAAP.

The preparation of these consolidated financial statementsGAAP requires management to make judgments, assumptions, and estimates and judgments under its accounting policies 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 note 2Note 3 of Notes to its audited consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of this 2018Form 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:

42


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.

On January 1, 2018, the Company adopted ASC Topic 606, utilizing the modified retrospective transition method with a cumulativecatch-up adjustment. The Company is applying the new revenue standard only to contracts not completed as at 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.Theater Systems

The Company has assessed its performance obligations under its arrangements pursuant to ASC Topic 606 and has concluded that there are no significant differences between the performance obligations required to be units of account under ASC Topic 606 and the deliverables considered to be units of account under ASC Topic 605. Specifically, the Company has concluded that its “System Obligation”, 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; initial maintenance and extended warranty services; and potentially the licensing of films remains unchanged when considered under ASC Topic 606. The Company’s performance obligations for its DMR, maintenance, film distribution and aftermarket sales contracts remain similar to those under ASC Topic 605.

The new standard requires the Company to estimate the transaction price, including an estimate of future variable consideration, received in exchange for the goods delivered or services rendered. 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 of these contract provisions constitute variable consideration under the new standard that, subject to constraints to ensure reversal of revenues do not occur, require estimation and recognition upon of transfer of control of the System Obligation to the customer, when control transfers, 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 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 in different territories, 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 has moved the hybrid sales arrangements to the traditional sales segment, in the current year, since the transaction price received and the revenue recognition timing at transfer of control of the assets 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 renewalevaluates each year. Under the new standard, the Company has included the future

43


consideration from the provision of maintenance services in the relative selling price allocation calculation at the inception of the arrangement. 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. As the maintenance services are a stand ready obligation, revenue is recognized evenly over the contract term, which is consistent with past treatment. 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 Company’s 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 DMR 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, as the arrangements do not call for variable consideration and recognition of revenues transfer at the time of provision of service or transfer of control of goods as appropriate.

Constraints on the Recognition of Variable Consideration

The recognition of variable consideration involves a significant amount of judgment. ASC Topic 606 requires variable consideration to be recognized subject to appropriate constraints to avoid a significant reversal of revenue in future periods. The standard identifies several examples of situations where constraining variable consideration would be 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.

The Company’s significant streams of variable consideration relate to indexed increases to its sales arrangements’ minimum payments and additional payments in excess of the minimum payments, and to its hybrid sales arrangements’ percentage payment of box office over the term of the arrangement.

Increases to payments indexed to a consumer price index are outside of the Company’s control, but the movement in the rates are historically well documented and economic trends in inflation are easily accessible. The Company has applied a most likely amount estimate to each of the contracts subject to an indexed increase. These estimated amounts are present valued back to the recognition date, or date of transition as appropriate, using the customer’s implied borrowing rate.

Additional payments in excess of minimum payments and payments based on a percentage of box office over the term are driven by the acceptance of film content in future periods that is outside of the Company’s direct influence. The Company tracks numerous performance statistics for theater performance in regions worldwide and applies its understanding of theater markets to develop a most likely amount estimate for each theater impacted by these provisions. Performance projections are discounted by reducing projections by a percentage factor for theaters with no or limited historical experience. In cases where direct historical experience can be observed, average experience, eliminating significant outliers, is used. Amounts are then discounted back to the recognition date, or date of transition, as appropriate using a risk-weighted rate.

Arrangements with Multiple Performance Obligations

The Company’s revenue arrangements with certain customers may involve performance obligations consisting of the delivery 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 of the performance obligations in an IMAX Theater System arrangement to determine which are considered distinct, either individually or in a group, for accounting purposes and which of the deliverables represent separate units of accounting based on the applicable accounting guidanceperformance obligations. The transaction price in the Leases Topic of the

44


FASB ASC; the Guarantees Topic of the 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 thean IMAX Theater System arrangement is allocated to each good or service that is identified as a separate performance obligation based on estimated standalone selling prices. This allocation is based on observable prices when the applicable guidance inCompany sells the above noted standards.

Theater Systemsgood or service separately.

The Company has identifiedCompany’s “System Obligation” consists of the projection system,following: (i) an IMAX Theater System, which includes the projector, sound system, screen system and, if applicable, a 3D glasses cleaning machine,machine; (ii) services associated with the IMAX Theater 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 be,market the theater. The System Obligation, as a group, is a distinct performance obligation, and a single unit of accounting (the “System Obligation”). When an arrangement does not include all the performance obligations of a System Obligation, the performance obligations of the System Obligation included in the arrangement are considered by the Company to be a grouped distinct performance obligation and a single unit of accounting.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.

The Company’sCompany has established standalone prices for the System Obligation arrangements involve either a leaseand 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 a salethird-party evidence of estimated standalone selling prices. The Company considers multiple factors including its historical pricing practices, product class, market competition and geography.

Constraints on the theater system. Recognition of Variable Consideration

The transaction price for the System Obligation, other than for thoseIMAX Theater Systems delivered pursuant to joint revenue sharing arrangements, consistconsists 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 Theater System includes indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the customer based on a periodpercentage of time,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 specifiedrevenue 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 arrangement.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 ongoing payments are the greater of an annual fixed minimum amount or a certain percentage of the theaterbox-office. Amounts received in excessestimated minimum payment increase is then recorded at its present value as of the annual fixed minimum amounts are considered contingent payments.date of recognition using the customer’s implied borrowing rate.

49


Variable consideration related to the level of the customer’s box office receipts is outside of the Company’s control as it is dependent upon the future commercial success of the films released to the IMAX network. The Company’s arrangements arenon-cancellable, unless the Company fails to perform its obligations. In the absence of a material defaultestimated variable consideration initially recognized by the Company there is no right to any remedybased on management’s box office projections for the customer undertheater, which are developed using historical box office data for that theater and, if necessary, comparable theaters and territories. Using this data, management applies its understanding of these theater markets to estimate the Company’s arrangements. Ifmost likely amount of variable consideration to be earned over the term of the arrangement. Management then applies a material defaultconstraint to this estimate by reducing the projection by a percentage factor for theaters or markets with no or limited historical box office experience. In cases where direct historical experience can be observed, average historical box office results, eliminating significant outliers, is used. The resulting amount of variable consideration is then recorded at its present value as of the date of recognition using a risk-weighted discount rate. The Company reviews its variable consideration assets on at least a quarterly basis considering recent box office performance and, when applicable, updated box office projections for future periods.

Current Expected Credit Losses

The ability of the Company exists,to collect its accounts receivable, financing receivables, and variable consideration receivables is dependent on the viability and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators and, in certain situations, movie studios, may experience financial difficulties that could cause them to be unable to fulfill their payment obligations to the Company.

The Company develops its estimate of credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors.

Judgments regarding the collectability of accounts receivable, financing receivables, and variable consideration receivables, and the amount of any required allowance for credit losses, are based on management’s initial credit evaluation of the customer and the regular ongoing monitoring of the credit quality of each customer. This monitoring process includes an analysis of collections history and aging for each customer, as well as meetings on at least a monthly basis to identify credit concerns and potential changes in credit quality classification. A customer may improve their credit quality classification once a substantial payment is made on an overdue balance or when the customer has the rightagreed to terminate the arrangementa payment plan 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.payments have commenced in accordance with that plan. Changes in credit quality classification are dependent upon management approval.

The transaction price 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 Obligation, 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.

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 funding over cost of production (the “production fee”). The third parties receive a portion of the revenues received by 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 cost of the film based on the ratio of the Company’s distribution revenues recognized in the current period to the ultimate distribution revenuesManagement’s judgments regarding expected from the film. Film exploitation costs, including advertising and marketing are recorded in costs and expenses applicable to revenues-services as incurred.

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 for the application of the Company’s patented processes calculated as a percentage ofbox-office receipts generated from there-mastered films. Since these fees are subject to the sales-based royalty exception, they are recognized as Services revenues when box office receipts are reported by the third party that owns or holds the related film rights.

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.

Allowances for Accounts Receivable and Financing Receivables

Allowances for doubtful accounts receivablecredit losses are based on the Company’s assessmentfacts available to management at the time that the Consolidated Financial Statements are prepared and involve estimates about the future. Due to the unprecedented nature of the collectability of specific customer balances, which is based upon a reviewCOVID-19 pandemic and its effect on the theatrical exhibition industry, the ability of the customer’s credit worthiness, past collection historyCompany’s customers to meet their financial obligations is difficult to predict. As a result, the Company’s judgments and the underlying asset valueassociated estimates of the equipment, where applicable. Interest on overdue accounts receivable is recognized as income as the amounts are collected.

45


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 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.

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 expectationsbenefit of hindsight, to be incorrect.

(See “Management’s Discussion and the provisions established, the Company cannot guarantee that it will continueAnalysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic”. See Note 5 of Notes to experience the same credit loss rates that it hasConsolidated Financial Statements 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.Part II, Item 8.)

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.

(See Note 8 of Notes to Consolidated Financial Statements in Part II, Item 8.)

50


Asset Impairments

The Company performs a qualitative, and when necessary quantitative, 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

Goodwill impairmentrepresents the excess of the purchase price paid over the fair value of net assets acquired in a business combination. Goodwill is assessednot amortized, but is tested annually for impairment at the reporting unit level in the fourth quarter of the year and between annual tests if indicators of potential impairment exist. These indicators could include a decline in the Company’s stock price and market capitalization, a significant change in the outlook for the reporting unit's business, including projections of future box office results and IMAX Theater System installations, lower than expected operating results, increased competition, legal factors, or the sale or disposition of a significant portion of a reporting unit. For reporting units with goodwill, an impairment loss is recognized for the amount by comparingwhich the unit’sreporting unit's carrying value, including goodwill, to theexceeds its fair value. The carrying value of the unit. The carrying values of each reporting unit are subject to allocationsis based on a systematic and rational 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 asthe likelihood of future changes in these estimates depend on a base.number of underlying variables and a range of possible outcomes.

In the fourth quarter of 2021, the Company performed its annual goodwill impairment test considering the latest available information and determined that its goodwill was not impaired. As of December 31, 2021, the Company’s total Goodwill was $39.0 million, of which $19.1 million relates to the IMAX Systems reporting unit, $13.5 million relates to the Joint Revenue Sharing Arrangement reporting unit, and $6.4 million relates to the IMAX Maintenance reporting unit.

The estimates used in the Company’s goodwill impairment tests and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes. Actual results may materially differ from management’s estimates, especially due to the uncertainties associated with the COVID-19 pandemic. The Company performs a qualitative assessmentwill continue to evaluate the recoverability 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) thatgoodwill at the fair value of a reporting unit is less than its carrying amount (Step 0).level on an annual basis and whenever events or changes in circumstances indicate there may be a potential impairment.

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.

46


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 $1.9 million reduction or a $2.2 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, 2018, the Company had net deferred income tax assets of $31.3 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.

Share-Based Compensation

The Company issues share-based compensation to eligible employees, directors, and consultants under the IMAX Corporate Second Amended and Restated Long-Term Incentive Plan (as may be amended, the “IMAX LTIP”) and the China Long-Term Incentive Plan (the “China LTIP”) as summarized below. The IMAX LTIP is the Company’s historical operating results, projected future operating results, reversing temporary differences, contracted sales backlog at December 31, 2018, 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 stock option plan, the China LTIP, was adopted by a subsidiary of the Company in October 2012.

51


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 EBITDA-based targets, and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance versus the established EBITDA and share-price targets.

The grant using fair value measurement techniques. Thedate fair value of RSU awardsPSUs with EBITDA-based targets is equal to the closing price of the Company’s common stock 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 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 actualother relevant data. The compensation expense is fixed on the date of grant based on the dollar value of the PSUs granted.

The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood of achieving these targets. If, as a result of management’s assessment, it is projected employee stock option exercise behaviors. The Binomial Model also considersthat a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made.

(See Note 17(b) of Notes to Consolidated Financial Statements in Part II, Item 8.)

Deferred Income Tax Assets

Income taxes are accounted for under the liability method whereby deferred income tax assets and liabilities are recognized for the expected exercise multiplefuture 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 is the multiple of exercise price to grant price at which exercisestemporary differences are expected to occur on average. Option-pricing models were developed for use in estimating the value of traded options that have no vestingbe recovered or hedging restrictions andsettled. Investment tax credits 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 fair value of the Company’s employee stock options. Although the fair value of employee stock options 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 2018Form 10-K for information regarding the Company’s recent changes in accounting policies and recently issued accounting pronouncements impacting the Company.

47


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)  2018   2017   2016 
      

 

 

 

Asset impairments

      

Property, plant and equipment

  $3,725   $3,966   $223 

Other assets

   2,565    2,533    —   

Prepaid expenses

   121    —      —   

Other intangible assets

   66    —      —   

Impairment of investments

   —      1,225    194 

Film assets

   —      17,363    3,020 

Other charges (recoveries):

      

Accounts receivable

   3,030    1,967    1,029 

Financing receivables

   100    680    (75

Inventories

   250    500    458 

Property, plant and equipment

   1,762    1,224    885 

Other intangible assets

   151    63    206 

Other assets

   —      47    —   
  

 

 

   

 

 

   

 

 

 

Total asset impairments and other charges

  $11,770   $29,568   $5,940 
  

 

 

   

 

 

   

 

 

 

Asset Impairments

In connection with the strategic review of the Company’s VR initiative, the Company has decided to close its remaining VR locations andrecognized as a result record aone-time impairment chargereduction of $3.7 million in property, plant and equipment, $2.6 million in other assets which includes a $2.5 million (2017 — $1.0 million) impairment of the VR content asset, and $0.1 million in intangible assets. 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 $0.8 million (2017 — $0.4 million). In 2017, resulting from the Company’s restructuring activities, 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 24 to its audited consolidated financial statements in Item 8 of this 2018 Form10-K. No such charge was recorded in the year ended December 31, 2016.income tax expense.

The Company records asset impairment chargesassesses 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 property, plantthe amount of deferred income tax assets not considered to be realizable. In assessing the need for a valuation allowance, management considers, among other things, projections of future taxable income and equipment after an assessmentongoing prudent and feasible tax planning strategies. If management determines that sufficient negative evidence exists (for example, if the Company experiences cumulative three-year losses in a certain jurisdiction), then management will consider recording a valuation allowance against all or a portion of the carrying valuedeferred tax assets in that jurisdiction. If, after recording a valuation allowance, management’s projections of certain asset groupsfuture taxable income and other positive evidence considered in lightevaluating the need for a valuation allowance prove, with the benefit of their future expected cash flows. During 2018,hindsight, to be inaccurate, it could prove more difficult to support the Companyrealization 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 asset impairment charges of less than $0.1 million (2017 — $0.3 million; 2016 — $0.2 million) as(for example, if 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. Noin a three-year cumulative loss position in the jurisdiction, and management expects to have future taxable income in that jurisdiction based upon management’s forecasts and the expected timing of deferred tax asset reversals), the Company may reverse all or a portion of the valuation allowance in that jurisdiction. In such chargesituations, 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 recognized inmade.

52


As of December 31, 2021, the Company’s Consolidated Balance Sheets include net deferred income tax assets of $13.9 million, net of a valuation allowance of $46.0 million (December 31, 2020 — $18.0 million, net of a valuation allowance of $28.8 million). For the years ended December 31, 20182021 and December 31, 2016, 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. No such charge was recorded in the years ended December 31, 2018 and 2017, respectively.

In 2017, the Company recognized an impairment on its episodic content assets, within film assets, of $11.7 million as a result of lower than anticipated revenue generated for the “Marvel’s Inhumans” television series’ first season. No such charge was recorded in the years ended December 31, 2018 and 2016.

In 2017, the Company reviewed the carrying value of certain documentary film assets as a result of lower than expected revenue being generated during the period and revised expectations 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). No such charge was recorded in the year ended December 31, 2018

48


Other Charges (Recoveries)

The Company recorded a net provision of $3.0 million in 2018 (2017 — $2.0 million; 2016 —$1.0 million) in accounts receivable based on the Company’s ongoing assessment of the collectability of specific customer balances. The higher charges in 2018 primarily results from the financial deterioration of specific theater exhibitors and studios.

In 2018,2020, the Company recorded a net provisionvaluation allowance of $0.1$17.2 million and $28.6 million, respectively, where management cannot reliably forecast that sufficient future tax liabilities will arise in financing receivables (2017 — net provision of $0.7 million; 2016 — net recovery of $0.1 million). Provisionsspecific jurisdictions, which includes the long-term impact of the Company’s financing receivablesCOVID-19 pandemic. The valuation allowance is recordedexpected to reverse at the point in time when the collectability associated with certain financing receivablesmanagement determines it is uncertain. 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 flows previously expected.

The Company recorded a $0.3 million provision (2017 — $0.5 million; 2016 — $0.5 million) in costs and expenses applicable to revenues due to a reduction in 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 2018,more likely than not that the Company recorded a charge of $0.8 million (2017 — $1.2 million; 2016 — $0.3 million) reflecting property, plant and equipment that were no longer in use. In 2018, the Company recorded a charge of $0.6 million in cost of sales applicablewill incur sufficient tax liabilities to Equipment and product sales and $0.4 million in revenue applicableallow it to Equipment and product sales upon the upgrade of xenon-based digital systems under joint revenue sharing arrangements to laser-based digital systems. In 2016, the Company recorded a similar charge of $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 2018, the Company recorded a charge of $0.2 million (2017 — $0.1 million; 2016 — $0.2 million) reflecting other intangible assets that were no longer in use.

Tax Charges

In 2017, the Company determined the effects of U.S. Tax Act and recorded the estimate as a provisional amount. The provisionalre-measurement ofutilize the deferred tax assets and liabilities resulted in a $9.3 million discreteagainst which the valuation allowance is recorded. Despite the valuation allowance recorded against its deferred tax provision which increased the effective tax rate by 31.1% for the year ended December 31, 2017. See “Results of Operations” in Item 7 and note 10 to the audited consolidated financial statements in Item 8 of this 2018Form 10-K for further discussion.

49


NON-GAAP FINANCIAL MEASURES

In this report,assets, the Company presents certain dataremains entitled to benefit from tax attributes which currently have a valuation allowance applied to them.

(See Notes 12(d) and 12(g) of Notes to Consolidated Financial Statements in Part II, Item 8.)

Uncertain Tax Positions

The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Tax benefits are recognized only when it is more likely than not, recognized under U.S. GAAPbased 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 are considered“non-GAAP financial measures” under U.S. Securities and Exchange Commission rules. Specifically,circumstances evaluated in light of all available evidence as of the balance sheet date. Although management believes that the Company presentshas adequately accounted for its uncertain tax positions, tax audits can result in subsequent assessments where the followingnon-GAAPultimate resolution may result in the Company owing additional taxes above what was originally recognized in its financial measuresstatements.

Tax reserves for uncertain tax positions are adjusted by the Company to reflect management’s best estimate of the outcome of examinations and assessments and in light of changing facts and circumstances, such as 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 and adjusted EBITDA per Credit Facility.

The Company presents adjusted net income and adjusted net income per diluted share, which excludes stock-based compensation, exit costs, restructuring charges and interest accruals associated impairments, legal arbitration award, executive transition costs andwith the relateduncertain tax impactpositions until they are resolved. Some of these adjustments because it believes that they are important supplemental measuresrequire significant judgment in estimating the timing and amount of the Company’s comparable controllable operating performance. Although stock-based compensation is an important aspectadditional tax expense.

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

RECENTLY ISSUED ACCOUNTING STANDARDS

Please see Note 4 of Notes to Consolidated Financial Statements in Part II, Item 8 for a discussion of recently issued accounting standards and their impact on the Company’s 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.

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, exit costs, restructuring charges and associated impairments and legal arbitration award and executive transition costs (net of any related tax impact) 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.

In addition, management uses “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) to evaluate, assess and benchmark the Company’s operational results. 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. 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 othernon-cash compensation, exit costs, restructuring charges and associated impairments, legal arbitration award, executive transition costs and adjusted EBITDA attributable tonon-controlling interests.statements.

 

50


53


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, using a variety of factors and financial and operational metrics including: (i) IMAX box office performance and the securing of new IMAX DMR films and other events to be exhibited in assessing the Company’s business and prospects include:

IMAX theaters; (ii) the signing, installation, and financial performance of theater system arrangements, (particularly its joint revenue sharing arrangements and newparticularly those involving laser-based projection systems);

film performancesystems; (iii) the success of the Company’s investments in business evolution and brand extensions, including the securingdistribution of new film projects (particularlylive events to the IMAX DMR films);

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

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

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;

the overall execution, reliability and consumer acceptance ofThe IMAXExperience;

(vii) the successoverall execution, reliability, and consumer acceptance of new business initiatives;The IMAX Experience; and

(viii) short- and long-term cash flow projections.

Management, including the Company’sThe CEO who is the Company’s Chief Operating Decision Maker (“CODM”) (as, as such term is defined in the Segment Reporting Topicunder 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, receivablesintangible assets, provisions (recoveries),for (recoveries 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. The Company 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 following information at a disaggregated level to provide more relevant information to readers, as permitted by the standard, and adjusted for the adoption of the new revenue recognition 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. Effective January 1, 2018, the Company no longer includes hybrid joint revenue sharing arrangements which take the form of a sale under the joint revenue sharing arrangement reportable segment. These arrangements are now reflected under the IMAX systems segment of Theater Business.

IMAX systems – contingent rent, consists of variable payments from the Company’s sales-type leases 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) and contingent rent on sales arrangements.

Joint revenue sharing arrangements – fixed fee, consists of fixed hybrid revenues and upfront installation costs from the joint revenue sharing arrangements segment for all arrangements which take the form of a lease.

The theater system maintenance segment consists of the provision of IMAX theater projection system equipment maintenance services to the IMAX theater network 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 IMAX Home Entertainment, and other new business initiatives that are in the development,start-up and/orwind-up phases.

51


Other

The film distribution segment consists of revenues and costs associated with the distribution of documentary films for which the Company has distribution rights.

The film post-production segment consists of the provision of film post-production, and their associated costs.

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 by the Company into four primary groups – Network Business, Theater Business, New Business and Other. Each of the Company’s reportable segments as identifiedare organized into the following four categories: (i) IMAX Technology Network; (ii) IMAX Technology Sales and Maintenance; (iii) Film Distribution and Post-Production; and (iv) New Business Initiatives. Within these categories are the Company’s following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives, each of which are described above has been classified into oneunder “Sources of these broader groups for purposes of MD&A discussion. The Company believes that this approachRevenue.” This categorization is consistent with how the CODM reviews the financial performance of the businessCompany and makes strategic decisions regarding resource allocation and investments to meet long-term business goals. Management believes that a discussion and analysis based on these groupsthe four categories listed above is significantly more relevant and useful to readers, as the Company’s consolidated statementsConsolidated Statements of operationsOperations captions combine results from several segments.

The discussion of the Company’s results of operations below compares results for the years ended December 31, 2021 and 2020. A discussion of the Company’s results of operations comparing results for the years ended December 31, 2020 and 2019 is included under the section entitled “Results of Operations” in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and is incorporated by reference into this Annual Report on Form 10-K for the fiscal year ended December 31, 2021.


54


Results of Operations for the Years Ended December 31, 2021 and 2020

For the year ended December 31, 2021, the Company reported a net loss attributable to common shareholders of $(22.3) million, or $(0.38) per diluted share, as compared to a net loss attributable to common shareholders of $(143.8) million, or $(2.43) per diluted share, for the year ended December 31, 2020.

For the year ended December 31, 2021, the Company reported an adjusted net loss attributable to common shareholders* of $(8.4) million, or $(0.14) per diluted share*, as compared to an adjusted net loss attributable to common shareholders* of $(112.1) million, or $(1.89) per diluted share*, for the year ended December 31, 2020.

Revenues and Gross Margin

The following table sets forthpresents the breakdown ofCompany’s revenue and gross margin (margin loss) by category:category and reportable segment for the years ended December 31, 2021 and 2020:

 

 

Revenue

 

 

Gross Margin (Margin Loss)

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

IMAX Technology Network

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

$

70,659

 

 

$

28,265

 

 

$

44,782

 

 

$

13,731

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

46,184

 

 

 

17,841

 

 

 

21,761

 

 

 

(9,500

)

 

 

 

116,843

 

 

 

46,106

 

 

 

66,543

 

 

 

4,231

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems (1)

 

 

65,660

 

 

 

54,055

 

 

 

34,981

 

 

 

24,816

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

5,406

 

 

 

2,056

 

 

 

1,343

 

 

 

529

 

IMAX Maintenance

 

 

53,339

 

 

 

21,999

 

 

 

27,572

 

 

 

3,068

 

Other Theater Business (2)

 

 

2,363

 

 

 

1,666

 

 

 

398

 

 

 

(438

)

 

 

 

126,768

 

 

 

79,776

 

 

 

64,294

 

 

 

27,975

 

Film Distribution and Post-Production

 

 

5,724

 

 

 

8,719

 

 

 

848

 

 

 

(10,198

)

New Business Initiatives

 

 

3,704

 

 

 

2,226

 

 

 

3,399

 

 

 

1,878

 

Sub-total for reportable segments

 

 

253,039

 

 

 

136,827

 

 

 

135,084

 

 

 

23,886

 

Other

 

 

1,844

 

 

 

176

 

 

 

(678

)

 

 

(2,346

)

Total

 

$

254,883

 

 

$

137,003

 

 

$

134,406

 

 

$

21,540

 

 

   Revenue   Gross Margin 
(In thousands of U.S. dollars)  2018   2017   2016   2018  2017  2016 

Network Business

          

IMAX DMR

  $110,793   $108,853   $106,403   $72,773  $71,789  $69,196 

Joint revenue sharing arrangements - contingent rent

   73,371    70,444    73,500    48,856   47,337   54,705 

IMAX systems - contingent rent(1)

   —      3,890    4,644    —     3,890   4,644 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   184,164    183,187    184,547    121,629   123,016   128,545 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Theater Business

          

IMAX systems

          

Sales and sales-type leases(1)(2)

   88,432    79,853    89,525    47,986   47,639   44,788 

Ongoing fees and finance income(3)

   12,224    10,494    11,359    12,033   10,095   10,660 

Joint revenue sharing arrangements – fixed fees

   9,706    10,118    17,913    1,982   2,349   5,132 

Theater system maintenance

   49,684    45,383    40,430    21,991   18,275   13,660 

Other theater

   8,358    9,145    10,888    1,806   1,965   1,930 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   168,404    154,993    170,115    85,798   80,323   76,170 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

New Business

   5,769    24,522    626    (350  (16,176  (2,199
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Other

          

Film distribution and post-production

   12,962    13,172    14,127    1,763   (1,006  (180

Other

   3,102    4,893    7,919    (911  (911  342 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   16,064    18,065    22,046    852   (1,917  162 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  $374,401   $380,767   $377,334   $207,929  $185,246  $202,678 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

(1)

Contingent rentThe revenue from IMAX systems have been reallocated fromthis segment includes the network business segment to the sales and sales-type lease segment in theater business in 2018.

(2)

Includes initial upfront payments and the present value of fixed minimum payments from equipment, salessale and sales-type lease transactions, and in 2018, includesarrangements of IMAX Theater Systems, as well as the present value of estimates ofestimated variable consideration from equipment sales transactions.of IMAX Theater Systems. To a lesser extent, the revenue from this segment also includes finance income associated with these revenue streams.

(3)

(2)

Includes rental incomeThe revenue from operating leasesthis segment principally includes after-market sales of IMAX projection system parts and finance income.3D glasses.

 

52

*

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

55



On January 1, 2018,Due to the Company adopted ASC Topic 606, utilizingCOVID-19 pandemic, substantially all of the modified retrospective transition methodtheaters in the IMAX network were closed for a significant portion of the first half of 2020, with a cumulativecatch-up adjustment. The Company will review the variable interest assets on an ongoing basis. See notes 2theaters in Greater China closed beginning in late-January and 4 in Item 8substantially all of this 2018 Form10-K for the Company’s updated revenue recognition policy.remaining theaters closed beginning in mid-to-late March. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX network gradually reopened. As a result, Hollywood and local language studios returned to a more normal cadence of film releases. In 2021, 63 new films were released to the IMAX global network, as compared to 31 in 2020, which led to a $379.0 million (146%) increase in GBO generated by IMAX films, whereas conventional theaters saw an estimated 78% increase in box office. The following table presentsbox office results for IMAX films in 2021 were particularly strong in the impacted financial statement line itemsfourth quarter when GBO totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million in the fourth quarter of 2019, due to the performance of films such as Spider-Man: No Way Home, No Time to Die, and Dune.

As a result of the factors discussed above, the Company’s consolidated statementresults of operations:

  Year Ended December 31, 2018 
(in thousands of U.S. dollars, except per share amounts) Pre-adoption of
ASC Topic 606
  ASC Topic 606
Adjustments
  As
reported
 

Revenues

 $372,935  $1,466  $374,401 

Provision for income taxes

  (9,195  (323  (9,518

Net income

  32,452   1,143   33,595 

Less: net income attributable tonon-controlling interests

  (10,590  (161  (10,751

Net income attributable to common shareholders

  21,862   982   22,844 

Net income per share attributable to common shareholders - basic and diluted

  0.34   0.02   0.36 

The following table presents the impact of ASC Topic 606 on the Company’s revenues by reportable segment:

   Year Ended December 31, 2018 
   Pre-adoption of
ASC Topic 606
   ASC Topic 606
Adjustments
   As
reported
 

Network business

      

IMAX DMR

  $110,793   $—     $110,793 

Joint revenue sharing arrangements – contingent rent(1)

   76,980    (3,609   73,371 

IMAX systems – contingent rent(1)

   2,317    (2,317   —   
  

 

 

   

 

 

   

 

 

 
   190,090    (5,926   184,164 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems

      

Sales and sales-type leases(2)(4)

   77,574    10,858    88,432 

Ongoing fees and finance income(3)

   10,555    1,669    12,224 

Joint revenue sharing arrangements – fixed fees(4)

   14,841    (5,135   9,706 

Theater system maintenance

   49,684    —      49,684 

Other theater

   8,358    —      8,358 
  

 

 

   

 

 

   

 

 

 
   161,012    7,392    168,404 
  

 

 

   

 

 

   

 

 

 

New business

   5,769    —      5,769 
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   9,516    —      9,516 

Film distribution

   3,446    —      3,446 

Other

   3,102    —      3,102 
  

 

 

   

 

 

   

 

 

 
   16,064    —      16,064 
  

 

 

   

 

 

   

 

 

 

Total

  $372,935   $1,466   $374,401 
  

 

 

   

 

 

   

 

 

 

(1)

Contingent rent of $3.6 million related to theater systems under hybrid sales arrangements and $2.3 million related to theater systems under sales arrangements was recognized in the Company’s transition adjustment.

(2)

Variable consideration of $5.8 million relating to theater systems recognized as sales or hybrid sales was recognized as part of the System Obligation in the period.

(3)

Finance income of $1.7 million was recognized on the future consideration related to contracts.

(4)

Fixed consideration of $5.1 million related to the recognition of theater systems under hybrid sales arrangements was reclassified to Sales and Sales-type leases.

53


Results of Operations Discussion for the Three Years Ended December 31, 2018

The Company reported net income of $33.6 million, or $0.53 per basicoperations and diluted share, for the year ended December 31, 2018, as compared to net income of $12.5 million, or $0.19 per basic and diluted share, for the year ended December 31, 2017 and net income of $39.3 million, or $0.58 per basic and diluted share, for the year ended December 31, 2016.

Net income for the year ended December 31, 2018 includes a $22.2 million charge, or $0.35 per diluted share (2017 — $22.7 million, or $0.35 per diluted share; 2016 — $30.5 million or $0.45 per diluted share), for stock-based compensation and a $9.5 million charge, or $0.15 per diluted share for exit costs, restructuring charges and associated impairments (2017 — $16.2 million, or $0.25 per diluted share; 2016 — $nil), a $11.7 million change, or $0.19 per diluted share, for a legal arbitration award related to one of the Company’s litigation matters from 2006 (2017 — $nil; 2016 — $nil) and a $3.0 million charge, or $0.05 per diluted share, for executive transition costs (2017 — $nil; 2016 — $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 at the date of enactment of the amended Tax Cut and Jobs Act.

Adjusted net income, which consists of net income excluding the impact of stock-based compensation, exit costs, restructuring charges and associated impairments, the legal arbitration award, executive transition costs, 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 $70.2 million, or $1.11 per diluted share, for the year ended December 31, 2018 as compared to adjusted net income of $51.5 million, or $0.79 per diluted share, for the year ended December 31, 2017 and $61.1 million, or $0.90 per diluted share, for the year ended December 31, 2016.

The Company reported net income attributable to common shareholders of $22.8 million, or $0.36 per basic share and diluted share for the year ended December 31, 2018 (2017 — $2.3 million, or $0.04 per basic share and diluted share; 2016 — $28.8 million, or $0.43 per basic share and $0.42 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 legal arbitration award, executive transition costs, 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 $57.8 million, or $0.91 per diluted share, for the year ended December 31, 2018 as compared to adjusted net income attributable to common shareholders of $40.5 million, or $0.62 per diluted share, for the year ended December 31, 2017 and $50.0 million, or $0.73 per diluted share, for the year ended December 31, 2016.

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 shareholders and adjusted net income attributable to common shareholders per diluted share is presentedsegment results improved significantly in the table below:

54


   Years Ended December 31, 
   2018  2017  2016 
   Net
Income
  Diluted
EPS
  Net
Income
  Diluted
EPS
  Net
Income
  Diluted
EPS
 

Reported net income

  $33,595  $0.53  $12,518  $0.19  $39,320  $0.58 

Adjustments:

       

Stock-based compensation

   22,211   0.35   22,653   0.35   30,523   0.45 

Exit costs, restructuring charges and associated impairments

   9,542   0.15   16,174   0.25   —     —   

Legal arbitration award

   11,737   0.19   —     —     —     —   

Executive transition costs

   2,994   0.05   —     —     —     —   

Tax impact on items listed above

   (9,873  (0.16  (9,218  (0.14  (8,783  (0.13

Impact of enactment of U.S. Tax Cut and Jobs Act

   —     —     9,323   0.14   —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted net income

   70,206   1.11   51,450   0.79   61,060   0.90 

Net income attributable tonon-controlling interests(1)

   (10,751  (0.17  (10,174  (0.16  (10,532  (0.16

Stock-based compensation (net of tax of $0.1 million, $0.2 million and $0.2 million, respectively)(1)

   (394  (0.01  (620  (0.01  (533  (0.01

Exit costs, restructuring charges and associated impairments (net of tax of $0.4 million, $0.1 million, and $nil, respectively)(1)

   (1,262  (0.02  (181  —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted net income attributable to common shareholders

  $57,799  $0.91  $40,475  $0.62  $49,995  $0.73 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average diluted shares outstanding

    63,207    65,540    68,263 
   

 

 

   

 

 

   

 

 

 

(1)

Reflects amounts attributable tonon-controlling interests.

Revenues and Gross Margin

The Company’s revenues for the year ended December 31, 2018 decreased to $374.4 million from $380.8 million in 2017, primarily due to a decrease in the new business segment, primarily attributable to “Marvel’s Inhumans”, partially offset by an increase in revenues from the Company’s theater business segment. Revenue for the year ended December 31, 2017 includes $20.4 million, or 5.3% of total revenue, related to new business initiatives, which was not part of the year ended December 31, 2018. The gross margin across all segments in 2018 was $207.9 million, or 55.5% of total revenue, compared to $185.2 million, or 48.7% of total revenue in 2017. Impairment charges included in gross margin for the year ended December 31, 2017, were $19.7 million, of which $13.0 million related to new business initiatives, or 5.2% of total revenue, which was not part of the year ended December 31, 2018.

The Company’s revenues for the year ended December 31, 2017 increased to $380.8 million from $377.3 million in 2016, largely due to an increase in revenues from the Company’s new business segment, primarily attributable to “Marvel’s Inhumans”. The gross margin across all segments in 2017 was $185.2 million, or 48.7% of total revenue, compared to $202.7 million, or 53.7% of total revenue in 2016. Impairment charges included in gross margin for the year ended December 31, 2017, were $19.7 million, of which $13.0 million related to new business initiatives, or 5.2% of total revenue, compared to $3.7 million, of which $nil related to new business initiatives, or 1.0% of total revenue in the year ended December 31, 2016. Impacting gross margin in 2017, was the gross loss experienced in the Company’s new business segment, mainly due to the impairment charges discussed above.

Network Business

Gross box office generated by IMAX DMR films increased 5.7% to $1,032.1 million in 2018 from $976.5 million in 2017. The 2017 gross box office generated was 1.1% higher than the $965.6 million in 2016. In 2018, gross box office was generated primarily from the exhibition of 80 films (70 new and 10 carryovers), as compared to 67 films (60 new and 7 carryover) exhibited in 2017 and 58 films (51 new and 7 carryover) exhibited in 2016.

Network business revenue increased by 0.5% to $184.2 million in the year ended December 31, 2018 from $183.2 million in the year ended December 31, 2017. Effective January 1, 2018, the Company no longer includes hybrid joint revenue sharing arrangements which take the form of a sale under the joint revenue sharing arrangement reportable segment. These arrangements are now reflected under the IMAX systems segment of Theater Business. In 2018, the Company had stronger film performance driven by the increase in number of theaters in the network2021, when compared to the prior year. Furthermore, network business revenue was 0.7% lower in 2017 from the $184.5

55


million experienced in 2016. Theyear, with total revenues and gross margin experiencedincreasing by $117.9 million (86%) and $112.9 million, respectively. See the captioned sections below for a more detailed discussion of the Company’s segment results.

IMAX Technology Network

IMAX Technology Network results are influenced by the Company’s network business in 2018 was $121.6 million, or 66.0%level of network business revenue, compared to $123.0 million, or 67.2% in 2017commercial success and $128.5 million, or 69.7% in 2016. The Company’s network business performance is impacted by box office performance of the films released to the network, as well as other factors including the timing of a film release to the IMAX theater network,films released, the commercial successlength of the film,theatrical distribution window, the Company’s take rates under itsthe Company’s DMR and joint revenue sharing arrangements, and the distribution window forlevel of marketing spend associated with the exhibition of films released in the IMAX theater network.year. Other factors impacting performanceIMAX Technology Network results include fluctuations in the value of foreign currencies versus the U.S. dollar and potential currency devaluations.Dollar.

IMAX DMR revenues increased 1.8% to $110.8 million inFor the year ended December 31, 20182021, IMAX Technology Network revenues and gross margin increased by $70.7 million (153%) and $62.3 million, respectively, when compared to the prior year primarily due to the broader reopening of the IMAX theater network and the continued progress towards the resumption of normal operations as the theatrical exhibition industry continues to recover from $108.9 million inthe COVID-19 pandemic. See below for separate discussions of IMAX DMR and JRSA contingent rent results for the year.

IMAX DMR

For the year ended December 31, 2017, due to strongerbox-office performance, relating to an increase in the number of films exhibited in 2018.2021, IMAX DMR revenues and gross margin increased 2.3%by $42.4 million (150%) and $31.1 million, respectively, when compared to the prior year. These increases are primarily due to a $379.0 million (146%) increase in 2017GBO generated by IMAX films, from $106.4$259.2 million in 2020 to $638.2 million in 2021. The box office results for IMAX films in 2021 were particularly strong in the fourth quarter when GBO totaled $277.5 million, surpassing the pre-pandemic total of $241.2 million in the fourth quarter of 2019, due to the performance of films such as Spider-Man: No Way Home, No Time to Die, and Dune.

For the year ended December 31, 2016, primarily as a result of stronger returns under the Company’s DMR arrangements, driven2021, GBO was generated by the geographical mixexhibition of 69 films exhibited in 2017 as compared to prior years. The gross margin from(63 new and 6 carryovers) and the IMAX DMR segment was $72.8 million, $71.8 million and $69.2 million inre-release of classic titles. During the yearsyear ended December 31, 2018, 20172020, GBO was generated by the exhibition of 35 films (31 new and 2016, respectively. Margin4 carryovers) and the re-release of classic titles.

In addition to the level of revenues, IMAX DMR gross margin is a function ofalso influenced by the costs associated with the respective films exhibited in the period, and can vary from period-to-period, particularly with respect to marketing expenses.

Contingent rent revenues from joint revenue sharing arrangements increased to $73.4 million in For the year ended December 31, 2018 from $70.42021, marketing expenses were $8.2 million, as compared to $3.4 million in the prior year.

Joint Revenue Sharing Arrangements – Contingent Rent

For the year ended December 31, 2017, largely2021, JRSA contingent rent revenue and gross margin increased by $28.3 million (159%) and $31.3 million, respectively, when compared to the prior year. These increases are primarily due to strongerbox-office performance and continued network growth. In 2016 revenues froma $208.1 million (159%) increase in GBO generated by theaters under joint revenue sharing arrangements, were $73.5 million.from $131.0 million in 2020 to $339.1 million in 2021.

56


In addition to the level of revenues, JRSA contingent rent margin is also influenced by the level of costs associated with such arrangements, such as depreciation expense related to the underlying theater systems and costs incurred to upgrade the network from IMAX Xenon Theater Systems to IMAX Laser Theater Systems, as well as advertising, marketing, and commission costs primarily for the launch of new theaters. The decreaselevel of depreciation expense in revenues in 2017 versus 2016 from joint revenue sharing arrangements was largely duea period relative to lower joint venture take rates, offset slightly by continuedthe prior year is generally a function of the growth of the theater network growth. Joint venture take rates are impacted byand the mix of theater systems installed andsystem configurations in the particular geographic market for those systems.network. For the year ended December 31, 2021, JRSA gross margin included depreciation expense of $22.3 million, which represents a $2.6 million (10%) decrease when compared to the prior year. The Company ended 2018lower level of depreciation expense in the current year is due, in part, to the effect of lease term extensions entered into with 798exhibitor customers during the COVID-19 pandemic, partially offset by incremental depreciation expense associated with a 2% increase in the number of theaters operating under joint revenue sharing arrangements, as compared to 747 theaters at the end of 2017, an increase of 6.8% and 640 theaters at the end of 2016. Gross box office generated by the joint revenue sharing arrangements was 2.4% higher at $537.8 million in the year ended December 31, 2018 from $525.3 million in the year ended December 31, 2017 and $511.0 million in the year ended December 31, 2016.

The gross margin from joint revenue sharing arrangements increased to $48.9 million in the year ended December 31, 2018 from $47.3 million in the year ended December 31, 2017 and $54.7 million in 2016. Included in the calculation of gross margin for the year ended December 31, 2018 were certain advertising, marketing and commission costs primarily associated with new theater launches of $3.0 million, as compared to $3.7 million in 2017 and $2.7 million for such expenses in 2016. The lower gross margin experienced in 2017 versus 2016 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.

Contingent rent revenue from IMAX systems consists of variable payments received in excess of the fixed minimum ongoing payments which are primarily driven by box office performance reported by theater operators. On January 1, 2018, the Company adopted ASC Topic 606, in accordance with the updated revenue recognition policy as discussed in note 4 of the accompanying consolidated financial statements in Item 8. Contingent rent revenue is no longer recognized over the time period of the contract for theater systems under sales arrangements. Therefore, the Company expects this revenue stream to be minimal on ago-forward basis. Contingent rent revenue of $3.9 million and $4.6 million was recognized in the years ended December 31, 2017 and 2016, respectively.

Theater Business

The primary drivers of this line of business are theater system installations and the Company’s maintenance contract that accompanies each theater installation. For the year ended December 31, 2018, theater business revenue increased $13.4 million, or 8.7% to $168.42021, JRSA gross margin includes advertising, marketing, and commission costs of $1.5 million, as compared to the year ended December 31, 2017 and decreased 8.9% in 2017 as compared to the year ended December 31, 2016. The increase in theater business revenue in 2018 as compared to 2017 was primarily due to:

3 additional installations of systems under a sales and sales-type lease arrangement;

2 additional installations of system upgrades;

3 geographic relocations of theater systems under sales arrangements; partially offset by

5 fewer installations of systems contracted as hybrid joint revenue sharing arrangements.

56


Gross margin increased 6.8% to $85.8$1.4 million in 2018 as compared to $80.3 millionthe prior year.

IMAX Technology Sales and Maintenance

The primary drivers of IMAX Technology Sales and Maintenance results are the number of IMAX Theater Systems installed in 2017, primarily due to an increase in theater system maintenancea period, and the level of gross margin percentage earned on each installation, as well as an increase in ongoing fees and finance income due to an increase from variable rent accretion, which is a result of the adoption of ASC Topic 606 on January 1, 2018. The costs associated with ongoing fees are minimal as it usually consists of depreciation on the Company’s theaters under operating lease arrangements and/or marketing. Themaintenance contracts that accompany each theater business gross margin was 50.9% in 2018 compared to 51.8% in 2017 and 44.8% in 2016. The slight decrease in margin was primarily due to the geographic market and variation of sales, sales-type lease and joint revenue sharing arrangements installed.

installation. The installation of theater systemsIMAX Theater Systems in newly-builtnewly built theaters or multiplexes, which make up a large portion of the Company’s theater system backlog, depends primarily on the timing of the construction of those projects, which is not under the Company’s control.

For the year ended December 31, 2021, IMAX Technology Sales and Maintenance revenue and gross margin increased by $47.0 million (59%) and $36.3 million (130%), respectively, when compared to the prior year. See below for separate discussions of IMAX Systems and IMAX Maintenance segment results for the year.

The breakdown infollowing table provides detailed information about the mix of salesIMAX Theater System installed and sales-type leaserecognized during the years ended December 31, 2021 and joint revenue sharing arrangements (see discussion below) installations by theater system configuration for 2018, 2017 and 2016 is outlined in the table below:2020:

 

 

2021

 

 

2020

 

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

 

Number of

Systems

 

 

Revenue

 

 

Number of

Systems

 

 

Revenue

 

New IMAX Theater Systems:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and sales-type lease arrangements(1)

 

 

35

 

 

$

43,097

 

 

 

27

 

 

$

32,420

 

Joint revenue sharing arrangements — hybrid

 

 

9

 

 

 

5,192

 

 

 

5

 

 

 

2,000

 

Total new IMAX Theater Systems(2)

 

 

44

 

 

 

48,289

 

 

 

32

 

 

 

34,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Theater System upgrades:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and sales-type lease arrangements

 

 

7

 

 

 

10,596

 

 

 

6

 

 

 

10,087

 

Joint revenue sharing arrangements — hybrid

 

 

1

 

 

 

775

 

 

 

 

 

 

 

Total upgraded IMAX Theater Systems

 

 

8

 

 

 

11,371

 

 

 

6

 

 

 

10,087

 

            Total

 

 

52

 

 

$

59,660

 

 

 

38

 

 

$

44,507

 

 

   Years Ended December 31, 
   2018   2017   2016 
   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(1)

   63   $83,850    60   $73,560    56   $69,620 

Short-term operating lease arrangement

   —      —      —      —      1    —   

Joint revenue sharing arrangements — hybrid(2)

   14    6,613    19    10,115    33    18,777 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total new theater systems

   77    90,463    79    83,675    90    88,397 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

IMAX digital theater system upgrades — installed and recognized

 

          

Sales and sales-types lease arrangements

   6    5,379    4    5,502    14    17,975 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total theater systems installed and recognized

   83   $95,842    83   $89,177    104   $106,372 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Upon adoption of the new revenue recognition standard, the arrangementsThe arrangement for the sale of projection systems includean IMAX Theater System includes fixed upfront and ongoing consideration, including indexed annual 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. As a result of including an estimate of variable consideration upon recognition ofthe contingent fees that may become due if certain annual minimum box office receipt thresholds are exceeded.

(2)

Includes seven IMAX Xenon Theater Systems that were relocated from their original location, which are subject to sales and sales-type lease arrangements (2020 — one subject to joint revenue sharing arrangements - hybrid). When a theater system under a sales or sales-type lease arrangement is relocated, the revenues presentedamount of revenue earned by the Company may vary from transaction-to-transaction and is usually less than the amount earned for a new sale. In certain situations when a theater system is relocated, the year ended December 31, 2018, are $5.7 million higher than under the prior revenue recognition standard.original location is upgraded to an IMAX Laser Theater System.

57


(2)

Upon adoption of the new revenue recognition standard, the Company has reclassified hybrid sales arrangements to sales arrangements since the total consideration received and the revenue recognition timing at transfer of control of the assets now very closely resemble those of the traditional sale arrangements. On a go forward basis, this arrangement type will only reflect hybrid lease arrangements.

AverageThe average revenue per full, new theater systemIMAX Theater System under a sales and sales-type lease arrangement was $1.3 million for the year ended December 31, 2018, as compared to $1.2 million in the year ended December 31, 2017 and $1.3 million for the year ended December 31, 2016. The average revenue per full, new theater system under a sales and sales-type lease arrangementarrangements varies depending upon the number of theater systemIMAX Theater System commitments with a single respective exhibitor, an exhibitor’s location orand various other various factors. The higher average value is driven by the recognition of variable consideration at the time of recognition versus over the term of the arrangement.

Revenues fromrevenue per full (i.e., not hybrid), new IMAX Theater System under sales and sales-type leases includes settlement revenue of $1.3lease arrangements was $1.5 million was recognized in 2016. Costs associated with settlements consist primarily of commission costs. Gross margin from sales and sales-type leases include settlement margin of $1.2 million in 2016. No such settlement revenue or costs were recorded in the years ended December 31, 2018 and 2017.

Theater system maintenance revenue increased 9.5% to $49.7 million infor the year ended December 31, 2018 from $45.42021, as compared to $1.2 million in the prior year.

IMAX Systems

For the year ended December 31, 20172021, IMAX Systems revenue and $40.4 in 2016, a 12.3% increase in 2017 from 2016. Theater system maintenance gross margin increased by $11.6 million (21%) and $10.2 million (41%) respectively, when compared to the prior year. The higher level of revenue and gross margin is the result of nine additional IMAX Theater System installations (including upgrades) under sales and sales-type lease arrangements in the current year due to an increased pace of theater system installations as the effects of the COVID-19 pandemic subside.

IMAX Maintenance

As a result of the financial difficulties faced by the theatrical exhibition industry arising out of the COVID-19 pandemic, beginning in the second quarter of 2020 and through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating with reduced capacities. During this period, maintenance revenue was $22.0not recognized in situations when there was a reasonable likelihood that a theater would receive such relief. Due to the global reopening of the IMAX theater network and the substantial resumption of normal operations throughout the theatrical exhibition industry, as evidenced by GBO for the fourth quarter of 2021 exceeding pre-pandemic levels, the Company ended the temporary relief program for its exhibitor customers and, as a result, recognized maintenance revenue of $6.3 million inthat had been deferred due to the potential for the waiver or reduction of maintenance fees during the COVID-19 pandemic, including $2.5 million that had been deferred from 2020 with the remainder from the first nine months of 2021. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic.”) 

For the year ended December 31, 2018 versus $18.32021, IMAX Maintenance segment revenue and gross margin increased by $31.3 million (142%) and $24.5 million, respectively, when compared to the prior year, due to the broader reopening of IMAX theater network in 2021 and the year ended December 31, 2017 and $13.7 million in year ended December 31, 2016. The Company recorded a write-downcontinued progress towards the resumption of $0.3 million, $0.3 million and $0.2 million for certain service parts inventories innormal operations as the years ended December 31, 2018, 2017 and 2016, respectively. theatrical exhibition industry continues to recover from the COVID-19 pandemic.

Maintenance margins vary depending on the mix of

57


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.

Ongoing feesFilm Distribution and finance income were $12.2 million inPost-Production

For the year ended December 31, 20182021, Film Distribution and Post-Production revenues decreased by $3.0 million (34%) and gross margin increased by $11.0 million, when compared to $10.5the prior year. The comparison of gross margin to the prior year is significantly influenced by $10.0 million of impairment losses recorded in 2020 principally to write-down the carrying value of certain documentary and alternative content film assets due to a decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments. There were no such losses recorded during the current year.

Selling, General and Administrative Expenses

For the year ended December 31, 20172021, Selling, General and $11.4Administrative Expenses increased by $8.8 million in(8%), when compared to the prior year. For the year ended December 31, 2016. Gross margin for ongoing rent and finance income increased to $12.0 million in the year ended December 31, 2018 from $10.1 million in the year ended December 31, 2017 and $10.7 million in the year ended December 31, 2016. The increase is due to an increase from variable rent accretion, which is a result of the adoption of ASC Topic 606 on January 1, 2018. The costs associated with ongoing fees are minimal as it usually consists of depreciation on the Company’s theaters under operating lease agreements and/or marketing.

Other theater revenue decreased to $8.4 million in the year ended December 31, 2018 as compared to $9.1 million in the year ended December 31, 2017 and $10.9 million in the year ended December 31, 2016. Other theater revenue primarily includes revenue generated from the Company’s after-market sales of projection system parts and 3D glasses. The gross margin recognized from other theater revenue was $1.8 million in the year ended December 31, 2018 as compared to $2.0 million in the year ended December 31, 2017 and $1.9 million in the year ended December 31, 2016. The decrease in revenue and gross margin in each year is primarily related to the aftermarket sale of 3D glasses.

New Business

Revenue earned from the Company’s new business initiatives was $5.8 million in the year ended December 31, 2018, as compared to $24.5 million in the year ended December 31, 2017 and $0.6 in the year ended December 31, 2016. In the year ended December 31, 2018, revenues were primarily derived from the final contractual payment owed to IMAX related to the previously announced IMAX VR camera, in comparison to 2017 where the revenue generated was primarily from the release of theco-produced television series “Marvel’s Inhumans” in September 2017 and contractual payments relating to progress on the development of an IMAX VR camera.

The gross margin recognized from the new business segment was a loss of $0.4 million in the year ended December 31, 2018 as compared to a loss of $16.2 million in the year ended December 31, 2017 and a loss of $2.2 million in the year ended December 31, 2016. In 2017, the loss in gross margin is 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 current and prior year comparative periods.

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 from its new business initiatives for the year ended December 31, 2018 of $9.5 million, which includes asset impairment charges of $7.2 million, amortization of $2.5 million, and an equity loss of $0.5 million. In addition, the loss includes selling, general and administrative costs of $0.9 million and research and development costs of $0.4 million. In the prior year comparative period, a net loss 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. Net loss before tax from its new business initiatives for the year ended December 31, 2016 was $10.9 million, which includes amortization of $0.6 million and an equity loss of $2.3 million.

Other

Film distribution and post-production revenues were $13.0 million in the year ended December 31, 2018, as compared to $13.2 million in the year ended December 31, 2017, primarily due to a decrease in post-production revenue mainly due to work performed onDunkirkin 2017, partially offset by an increase film distribution revenue from IMAX original films, which includes the release ofPandas in 2018 compared to no new IMAX original films released in 2017. The film distribution and post-production segments gross margin was $1.8 million in the year ended December 31, 2018 as compared to a loss of $1.0 million in the year ended December 31, 2017. 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. There were no such charges in the year ended December 31, 2018.

58


Film distribution and post-production revenues decreased 6.8% to $13.2 million in 2017 from $14.1 million in 2016, In 2017 revenues from post-production were almost double that of 2016 due to work performed onDunkirk, which was mostly offset by a decrease in film distribution revenue. The year ended December 31, 2016, also includes the release of two IMAX original productions,A Beautiful Planet andVoyage of Time, whereas no original films were released in 2017. Gross margin was a loss of $1.0 million in 2017 as compared to a loss of $0.2 million in 2016, in each year a charge against film assets of $5.3 and $3.0 million in 2017 and 2016, respectively, was recorded to reflect the carrying value of certain documentary film assets that exceeded the expected revenues generated from estimated futurebox-office.

Other revenue decreased to $3.1 million in the year ended December 31, 2018, as compared to $4.9 million in the year ended December 31, 2017 and $7.9 million in the year ended December 31, 2016. Other revenue primarily includes revenue generated from the Company’s theater operations and camera rental business. The decrease in revenue is due to both camera and theater operations performance, also one additional owned and operated theater was open in the year ended December 31, 2016.

The gross margin recognized from other revenue was a loss of $0.9 million in the year ended December 31, 2018, as compared to loss of $0.9 million in the year ended December 31, 2017 and positive gross margin of $0.3 million in the year ended December 31, 2016, due to the performance of the owned and operated theaters and the lower revenues from camera rentals as discussed above.

2021, Selling, General, and Administrative Expenses,

Selling, general and administrative expenses were $117.5 million in 2018, as compared to $109.9 million in 2017 and $124.3 million in 2016. In 2018, the Company invested in and deployed a new global marketing campaign, which increased the marketing expenses as compared to 2017 and 2016. Selling, general and administrative expenses excluding the impact of stock-basedshare-based compensation expense of $23.8 million, were $97.4$93.5 million, in 2018, as compared to $89.5$87.8 million in 2017the prior year, excluding share-based compensation expense of $20.7 million, representing an increase of $5.7 million (7%). A portion of share-based compensation expense is recognized within Cost and $93.8 millionExpenses Applicable to Revenue and Research and Development. (See Note 17 of Notes to Consolidated Financial Statements in 2016.Part II, Item 8.)

The following reflectsincrease in Selling, General and Administrative Expenses versus the significant itemsprior year is due to the higher level of business activity in the second half of 2021 as the effects of the COVID-19 pandemic subsided, resulting in higher staff costs, marketing expenses, and facilities related expenses. These factors are partially offset by management’s cost control efforts in the first half of 2021 during an earlier stage of the COVID-19 pandemic. Also impacting selling, generalthe comparison to the prior year is a $5.7 million (18%) increase in labor and administrative expenses forother costs allocated out of Selling, General and Administrative Expenses and into costs applicable to revenues or capitalized to certain assets due to a return to a more normal level of production as the effects of the pandemic recede. By comparison, in the prior year, a large portion of the Company’s productive capacity was idle during an earlier stage of the pandemic.

58


For the years ended December 31, 2018, 20172021 and 2016:

   2018   2017  2016   2018 versus 2017  2017 versus 2016 

Stock-based compensation

  $20,102   $20,393  $30,523   $(291  (1.4)%  $(10,130  (33.2)% 

Staff costs

   59,561    57,766   60,230    1,795   3.1  (2,464  (4.1)% 

Marketing

   11,069    4,364   4,549    6,705   153.6  (185  (4.1)% 

Foreign exchange loss (gain)

   1,705    (954  859    2,659   (278.7)%   (1,813  (211.2)% 

Other general corporate expenditures

   25,040    28,313   28,155    (3,273  (11.6)%   158   0.6
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

Total

  $117,477   $109,882  $124,316   $7,594   $(14,434 
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

Staff costs presented above2020, the Company recognized $3.8 million and $7.1 million, respectively, in benefits from various COVID-19 government relief programs principally as reductions to Selling, General and Administrative Expenses ($2.9 million and $6.0 million, respectively), Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million, respectively), and Research and Development ($nil and $0.1 million, respectively). These benefits are predominantly related to the 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 and travel and entertainment. Selling, general and administrative expenses also includes asset impairment charges and write-offs, if any, and miscellaneous items, other than interest.

59


Research and DevelopmentCEWS program, which ended in October 2021.

Research and development expenses decreased to $13.7 million in 2018 compared to $20.9 million in 2017 and $16.3 million in 2016. The decrease is primarily attributable to the lower spending on new business initiatives compared the prior year periods. In 2017 compared to 2016, the incremental costs related to the continued development of the Company’s updated laser-based digital projection system and other new business initiatives, including the development of a VR camera and virtual reality centers.Development

A significant portion of the Company’s recent research and development efforts over the past several years have been focused on IMAX with Laser, the Company’s next-generateits laser-based projection system,systems, which the Company believes delivers increased resolution, sharperpresent greater brightness and brighter images,clarity, higher contrast, a wider color gamut and deeper contrast as well asblacks, consume less power and last longer than other digital projection technologies, and are capable of illuminating the widest range of colors available to filmmakers today. The Company expects thatlargest screens in the IMAX network. To a lesser extent, the Company’s recent research and development expense will decrease in 2019, followingefforts have also focused on image enhancement technology, developing technologies and systems to help bring additional interactivity to its IMAX theater network.

For the initialroll-out of IMAX with Laser.year ended December 31, 2021, Research and Development expenses increased by $1.3 million (24%), when compared to the prior year.

The Company also intends to continue research and development in other areas considered importantto further evolve its end-to-end technology. This includes bringing connectivity to the Company’s continued commercial success, includingglobal theater network and experimenting with live and interactive events worldwide; developing new IMAX film cameras and certifying additional digital cameras; further improving its proprietary DMR process for the delivery of content for both theatrical and home entertainment; and further improving the reliability of its projectors, certifying more IMAX cameras,as well as enhancing the Company’s image quality, expandingand sound quality.

Credit Loss (Reversal) Expense, Net

For the applicabilityyear ended December 31, 2021, the Company recorded a net reversal of the Company’s digital technology in both theater and home entertainment, improvementscurrent expected credit losses of $4.0 million principally due to the DMR process.

Receivable Provisions, Netreversal of Recoveries

Receivable provisions, net of recoveries for accounts receivable and financing receivables amounted to a net provision of $3.1 million in 2018, as compared to $2.6 million in 2017 and $1.0 million in 2016. The higher charge in 2017 as compared to the current and prior year primarily resulted from the deterioration in the financial condition of certain theater exhibitors and studios.

The Company’s accounts receivables and financing receivables are subject topreviously recorded credit risk,loss expense as a result of geographical location, exchange rate fluctuations, and other unforeseeable financial difficulties. These receivables are concentratedan improving outlook for theater operators as the theatrical exhibition industry continues to recover from the COVID-19 pandemic, as well as improved collection experience with the leading theater exhibitors and studiosrespect to foreign studio receivable balances, partially offset by new provisions recorded in the film entertainment industry. To minimizeperiod.

For 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 yearsyear ended December 31, 2018 and 2016, respectively.

The2020, the Company recorded a chargeprovision for current expected credit loss of $18.6 million which reflected judgments made by management regarding the potential effects of the COVID-19 pandemic on the credit quality of Company’s theater and studio related receivable balances.

Management’s judgments regarding expected credit losses are based on the facts available to management at the time that the Consolidated Financial Statements are prepared and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the Company is difficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect. (See Notes 2 and 5 of Notes to Consolidated Financial Statements in Part II, Item 8.)

Asset Impairments

For the year ended December 31, 2020, the Company recorded asset impairments of $1.2 million principally related to property, plantthe write-down of content-related assets which became impaired in the year. There were no such impairments recorded during the year ended December 31, 2021. (See Note 2 of Notes to Consolidated Financial Statements in Part II, Item 8.)

Legal Judgment and equipmentArbitration Awards

For the year ended December 31, 2021, the Company recorded a $1.8 million benefit within Legal Judgment and Arbitration Awards as a result of $0.1the settlement of the Giencourt matter, compared to an expense of $4.1 million recorded in the prior year related to this matter. (See Note 16(b) of Notes to Consolidated Financial Statements in Part II, Item 8.)

59


Realized and $0.2Unrealized Investment Gains (Losses)

In the first quarter of 2019, IMAX China (Hong Kong), Limited, a wholly-owned subsidiary of IMAX China, entered into a cornerstone investment agreement with Maoyan Entertainment (“Maoyan”) and purchased equity securities for $15.2 million. In February 2021, IMAX China (Hong Kong), Limited sold all of its 7,949,000 shares of Maoyan for gross proceeds of $17.8 million, which represents a $2.6 million gain relative to the Company’s acquisition cost and a $5.2 million gain compared to the fair value of the investment as of December 31, 2020. Prior to this sale, the Company accounted for its investment in Maoyan at fair value with any changes in fair value recorded to the Consolidated Statements of Operations. For the year ended December 31, 2020, the fair value of the Company’s investment in Maoyan experienced an unrealized loss of $2.1 million.

Income Taxes

For the year ended December 31, 2021, the Company recorded income tax expense of $20.6 million (2020 — $26.5 million). The Company’s effective tax rate for year ended December 31, 2021 of 187.2% differs from the Canadian statutory tax rate of 26.5%, primarily due to the fact that the Company recorded an additional $17.2 million valuation allowance against deferred tax assets where management cannot reliably forecast that sufficient future tax liabilities will arise in specific jurisdictions, which includes the long-term impact of the COVID-19 pandemic. The $17.2million increase in the valuation allowance recorded in 2021 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations ($14.7 million) and Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5 million). Accordingly, the tax benefit associated with the current year losses in these jurisdictions is not ultimately reflected in the Company’s Consolidated Statements of Operations. Also impacting the Company’s effective tax rate for the year ended December 31, 2021 are jurisdictional tax rate differences, including a difference related to the gain on the sale of the Maoyan investment (see “Realized and Unrealized Investment Gains (Losses)” above) and a change in the estimated contingent liabilities related to the potential resolution of various tax examinations.

In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability of $19.1 million in 20182020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the repatriation of any such earnings. In 2021, the deferred tax liability for the applicable foreign withholding taxes was increased by $0.5 million due to an increase in the amount of distributable historical earnings. During the year ended December 31, 2021, $20.4 million of historical earnings from a subsidiary in China were distributed and, 2016, respectively, reflectingas a result, $2.0 million of foreign withholding taxes were paid to the relevant tax authorities. The remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.

(See Note 12 of Notes to Consolidated Financial Statements in Part II, Item 8.)

Equity Method Investments

For the year ended December 31, 2020, the Company reported a loss of $1.9 million due to the write-off of deferred tax assets that no longer meet the capitalization requirements.related to an equity method investment. No such chargeloss was recorded in the year ended December 31, 2017.2021.

In 2016, 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. No such charge was recorded in the years ended December 31, 2018 and 2017, respectively.

Interest Income and Expense

Interest income was $1.8 million in 2018, as compared to $1.0 million in 2017 and $1.5 million in 2016.

Interest expense was $2.9 million in 2018, as compared to $1.9 million in 2017 and $1.8 million in 2016. Included in interest expense is the amortization of deferred finance costs in the amount of $1.1 million, $0.6 million and $0.5 million in 2018, 2017 and 2016, respectively. In 2018, the Company also recognized $0.3 million of deferred finance costs relating to the prior Credit Facility written off as a result of the new Credit Facility, and an additional $0.3 million related to the extinguishment of the Playa Vista Loan. 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 2018, 2017 and 2016, the Company recovered less than $0.1 million, respectively, in potential interest and penalties associated with its provision for uncertain tax positions. The Company’s policy is to defer and amortize all the costs relating to debt financing which are paid directly to the debt provider, over the life of the debt instrument.

60


Legal arbitration award

In the year ended December 31, 2018, the Company recorded a charge of $11.7 million for a legal arbitration award related to one of the Company’s litigation matters from 2006. For additional information, refer to note 14(a) in Item 8 of this 2018 Form10-K. No such charges were incurred in the prior years.

Executive transition costs

In the year ended December 31, 2018, the Company recognized executive transition costs of $3.0 million associated with the separation of the former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The costs include $1.9 million of accelerated costs related to retirement benefits which became vested in full. Additional expenses of $1.1 million have been recorded for severance, bonus and stock-based compensation which relate to the exit of the executive and other executives. For additional information, refer to note 23 in Item 8 of this 2018 Form10-K. No such charges were incurred in the prior years.

Exit costs, restructuring charges and associated impairments

Exit costs, restructuring charges and associated impairments were $9.5 million in the year ended December 31, 2018, for employee severance costs, costs incurred to exit operating lease and asset impairments related to the closure of the Company’s VR locations and write-downs of VR content assets, as compared to $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 the year ended December 31, 2016.

Income TaxesNon-Controlling Interests

The Company’s effective tax rate differs fromConsolidated Financial Statements include the statutory tax rate and varies from year to year primarily as a result of numerous permanent differences, investment and other tax credits, the provision for income taxes at different rates in foreign and other provincial jurisdictions, enacted statutory tax rate increases or reductionsnon-controlling interest in the year, includingnet income (loss) of IMAX China as well as the impact of the Tax Act, changes due to foreign exchange, changesnon-controlling interests in the Company’s valuation allowance based on the Company’s recoverability assessmentsactivity of deferred tax assets, and favorable or unfavorable resolution of various tax examinations.

As at December 31, 2018, the Company had a gross deferred income tax asset of $31.5 million, against which the Company is carrying a $0.2 million valuation allowance.its Original Film Fund subsidiary. For the year ended December 31, 2018, the Company recorded an income tax provision of $9.5 million, which included a provision of $0.2 million related to its uncertain tax positions. In addition, included in the provision for income taxes was a $1.2 million provision for tax shortfalls related to stock-based compensation costs recognized in the period

The Company recorded an income tax provision of $16.8 million for 2017, of which $1.4 million is related to an increase in its uncertain tax positions. In addition, included in the provision for income taxes was a $0.6 million provision for tax shortfalls related to stock-based compensation costs recognized in the period, and a $9.3 million charge relating to there-measurement of the Company’s US deferred tax assets and liabilities given the enactment of the Tax Act.

During the year ended December 31, 2018, after considering all available evidence, both positive (including recent profits, projected future profitability, backlog, carry forward periods for, 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), the Company concluded that the valuation allowance against the Company’s deferred tax assets was adequate. The remaining $0.2 million balance in the valuation allowance as at December 31, 2018 is primarily attributable to certain U.S. state net operating loss carryovers that may expire without being utilized.

The Company’s Chinese subsidiary continues to make inquiries 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 settlement of these 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’s Chinese subsidiary has treated the stock-based compensation as deductible and has set up related deferred tax assets of $1.2 million.

61


Equity-Accounted Investments

The Company accounts for investments in new business ventures using the guidance of the FASB ASC 323. At December 31, 2018, the equity method of accounting is being utilized for investments with a total carrying value of $nil (December 31, 2017 — $nil). The Company’s accumulated losses in excess of its equity investment were $1.6 million as at December 31, 2018 and $2.0 million as at December 31, 2017, and are classified in Accrued and other liabilities. For the year ended December 31, 2018, gross revenues, cost of revenue and net loss for these investments were $1.9 million, $3.0 million and $1.8 million, respectively (2017 — $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 recorded its proportionate share of the net loss which amounted to $0.5 million for 2018 as compared to $0.7 million in 2017 and $2.3 million in 2016.

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, 2018,2021, the net income attributable tonon-controlling interests of the Company’s subsidiaries was $10.8$12.8 million (2017(2020$10.2 million; 2016 — $10.5 million).

Pension Plan

The Company has an unfunded defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), covering the Company’s CEO, Mr. Gelfond. As at December 31, 2018, the Company had an unfunded and accrued projected benefit obligationnet loss of approximately $18.0 million (December 31, 2017 — $19.0 million) in respect of the SERP.

The components of net periodic benefit cost were as follows:

   Years ended December 31, 
   2018   2017   2016 

Interest cost

  $422   $427   $261 
  

 

 

   

 

 

   

 

 

 

Pension expense

  $422   $427   $261 
  

 

 

   

 

 

   

 

 

 

The plan experienced an actuarial gain of $1.4 million during 2018, $1.0 million in 2017, and $0.2 million in 2016 resulting primarily from the continuing change in the Pension Benefit Guaranty Corporation (“PBGC”) published annuity interest rates year-over-year used to determine the lump sum payment under the plan.

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 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 this 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, 2018, the Company had an unfunded benefit obligation of $1.5 million (December 31, 2017 — $1.7 million). For the year ended December 31, 2018 the Company contributed and expensed an aggregate of $0.1 million (2017 — $0.1 million; 2016 — $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, 2018, the Company had an unfunded benefit obligation recorded of $0.6 million (December 31, 2017 — $0.7 million). For the year ended December 31, 2018 the Company contributed and expensed an aggregate of less than $0.1 million (2017 — less than $0.1 million; 2016 — $0.1$(13.7) million).

 

6260



The Company maintained a Retirement Plan covering Greg Foster, former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. Under the terms of his agreement with the Company, the plan will vest in full if Mr. Foster incurs a separation of service (as defined therein). In the fourth quarter of 2018, Mr. Foster incurred a separation from service, and as such, his Retirement Plan benefits became fully vested as at DecemberCASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 and the accelerated costs were recognized and reflected in the executive transition costs line on the consolidated statement of operations. As at December 31, 2018, the Company had an unfunded benefit obligation recorded of $3.6 million (December 31, 2017 — $1.0 million). Subsequent to year end, the retirement benefit obligation was fully funded. During 2018, the Company expensed an aggregate of $2.6 million (2017 — $0.5 million; 2016 — $0.5 million), of which $0.7 million was recorded in selling, general and administrative expenses as it relates to service performed in 2018, the remaining $1.9 million is recorded in executive transition costs.2021 AND 2020

Stock-Based CompensationOperating Activities

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 2018, 2017 and 2016 was $22.6 million, $23.0 million and $30.5 million, respectively. The following reflects the Company’s stock-based compensation expense recorded to the respective financial statement line itemsnet cash used in 2018 and 2017:

   Years ended December 31, 
   2018   2017 

Cost and expenses applicable to revenues

  $1,657   $1,704 

Selling, general and administrative expenses

   20,102    20,393 

Research and development

   452    556 

Executive transition costs

   320    —   

Exit costs, restructuring charges and associated impairments

   54    357 
  

 

 

   

 

 

 
  $22,585   $23,010 
  

 

 

   

 

 

 

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

63


LIQUIDITY AND CAPITAL RESOURCES

Credit Facility

On June 28, 2018, the Company entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as agent, and a syndicate of lenders party thereto. The Credit Agreement expands the Company’s revolving borrowing capacity from $200.0 million to $300.0 million, and also contains an uncommitted accordion feature allowing the Company to further expand its borrowing capacity to $440.0 million or greater, depending on the mix of revolving and term loans comprising the incremental facility. The new facility (the “Credit Facility”) matures on June 28, 2023.

The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the “Guarantors”), and are secured by first-priority security interests in substantially all the assets of the Company and the Guarantors.

The Company used a portion of the proceeds under the facility to repay outstanding term loan debt under the Playa Vista Loan (as defined below) and intends to use the remaining proceeds under the facility to finance ongoing working capital requirements and for other general corporate purposes. The Credit Facility, coupled with recurring cash generatedprovided by the Company’s theater network, is expected to provide enhanced flexibility as the Company continues with the global expansion of its business and pursues other avenues to increase shareholder value.

Total amounts drawn and available under the Credit Facility at December 31, 2018 were $40.0 million and $260.0 million, respectively. The effective interest rate for the year ended December 31, 2018 was 3.41%. There were no amounts drawn under the prior Credit Facility.

The Credit Facility requires that the Company maintain a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of any Fiscal Quarter (as defined in the Credit Agreement) of no greater than 3.25:1.00. The Company was in compliance with this requirement at December 31, 2018. The Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) was 0.00:1 as at December 31, 2018, where Total Debt (as defined in the Credit Agreement) is the sum of all obligations evidenced by notes, bonds, debentures or similar instruments, net of up to $75.0 million in unrestricted cash and cash equivalents outside of the People’s Republic of China (“PRC”), and was $nil. Adjusted EBITDA per Credit Facility is calculated as follows:

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

Net income

$33,595

Add (subtract):

Provision for income taxes

9,518

Interest expense, net of interest income

1,072

Depreciation and amortization, including film asset amortization(1)

57,437

EBITDA

$101,622

Stock and othernon-cash compensation

23,723

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

5,338

Exit costs, restructuring charges and associated impairments

9,542

Legal arbitration award

11,737

Executive transition costs

2,994

Loss from equity accounted investments

492

Adjusted EBITDA beforenon-controlling interests

155,448

Adjusted EBITDA attributable tonon-controlling interests(2)

(22,220

Adjusted EBITDA per Credit Facility

$133,228

(1)

Senior Secured Net Leverage Ratio calculated using twelve months ended Adjusted EBITDA per Credit Facility.

(2)

The Adjusted EBITDA per Credit Facility calculation includes the reduction in Adjusted EBITDA per Credit Facility from the Company’snon-controlling interests.

64


Playa Vista Financing

On July 13, 2018, the Company extinguished the loan agreement between IMAX PV Development Inc., a wholly-owned subsidiary of the Company, and Wells Fargo to principally fund the costs of development and construction of the Company’s West Coast headquarters, located in the Playa Vista neighborhood of Los Angeles, California (the “Playa Vista Loan”) in its entirety by borrowing under its Credit Facility. The Company recognized an expense of $0.3 million related to the extinguishment of the Playa Vista Loan. Total amounts drawn under the Playa Vista Loan as at December 31, 2017 were $25.7 million. Under the Playa Vista Loan, the effective interest rate for December 31, 2018 was 3.87% (December 31, 2017 — 3.14%).

Working Capital Loan

On July 5, 2018, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), the Company’s majority-owned subsidiary in China, entered into an unsecured revolving facility for up to 200.0 million Renminbi (approximately $30.0 million USD) to fund ongoing working capital requirements. The total amounts drawn and available under the working capital loan at December 31, 2018 were nil and 200.0 million Renminbi, respectively.

Letters of Credit and Other Commitments

As at December 31, 2018 and 2017, 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 fiscal year. The Bank of Montreal Facility is subject to periodic annual reviews. As at December 31, 2018, the Company did not have any letters of credit and advance payment guarantees outstanding under the Bank of Montreal Facility (December 31, 2017 – $nil).

Cash and Cash Equivalents

As at December 31, 2018, the Company’s principal sources of liquidity included cash and cash equivalents of $141.6 million, the Credit Facility, anticipated collection from trade accounts receivable of $93.3 million including receivables from theaters under joint revenue sharing arrangements and DMR agreements with studios, anticipated collection from financing receivables due in the next 12 months of $28.7 million and payments expected in the next 12 months on existing backlog deals. As at December 31, 2018, the Company had drawn $40.0 million on the Credit Facility (remaining availability of $260.0 million) and has extinguished 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, 2018 was $121.9 million (December 31, 2017 — $119.4 million), of which $54.7 million was held in the People’s Republic of China (“PRC”) (December 31, 2017 — $32.6 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 $8.4 million.

During the year ended December 31, 2018, the Company used cash of $110.0 million. The Company used cash of $56.9 million to fund capital expenditures, of which $34.8 million was invested in equipment for use in the Company’s joint revenue sharing arrangements with exhibitors. The remaining $22.1 million was used to purchase other intangible assets and to purchase property, plant and equipment. Based on management’s current operating plan for 2019, the Company expects to continue to use cash to deploy additional theater systems under joint revenue sharing arrangements, to fund DMR agreements with studios, and to potentially make share repurchases. Cash flows from joint revenue sharing arrangements are derived from the theater box office and concession revenues and the Company invested directly in the roll out of 72 new theater systems under joint revenue sharing arrangements in the year ending December 31, 2018, which were capitalized by the Company.

In 2017, the Company’s Board of Directors announced 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. During the year

65


ended December 31, 2018, the Company repurchased 3,436,783 common shares at an average price of $20.78 per share. The retired shares were repurchased for $71.5 million.

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 of this 2018Form 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, includingincluding: (i) the proceeds associated with new signingslevel of theater systemcash collections from customers in respect of existing IMAX Theater System sale and lease agreements, (ii) the amount of upfront payments collected in respect of IMAX Theater System sale and salelease agreements duringin backlog, (iii) 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(iv) the level of inventory purchases and (v) the level of the Company’s operating expenses, including expenses for research and development and new business initiatives, and the level of cash collections received from its customers.initiatives.

Cash provided by operating activities amounted to $110.0 million forFor the year ended December 31, 2018. Changes in othernon-cash2021, the net cash provided by the Company’s operating assetsactivities totaled $6.1 million, as compared to December 31, 2017 include:

a decreasenet cash used in operating activities of $33.9$23.0 million in accounts receivable resulting fromthe prior year. In 2021, the net cash receipts inprovided by the yearCompany’s operating activities is principally a function of the Company’s cash earnings, partially offset by amounts billed;

a decrease of $1.3 million in financing receivables primarily due a fluctuation in foreign currency rates and ongoing minimum rent payments received, offset by the installation and recognition of IMAX theater systems under sales or sales-type lease arrangements offset by ongoing minimum rent payments received;

an increase of $14.0 million in inventories as thebuild-up of inventory for future IMAX theater system installations under sales or sales-type lease arrangements exceeded amounts relieved from inventory for systems recognized and service parts used;

an increase of $3.1 million in other assets which primarily reflects the increase in variable consideration,Accounts Receivable of $52.5 million resulting from revenue growth attributable to the broader reopening of theaters as the theatrical exhibition industry recovers from the COVID-19 pandemic. To a lesser extent, the cash provided by the Company’s operating activities is also partially offset by $14.8 million spent in connection with the development of Film Assets.

For the year ended December 31, 2020, the net cash outflow from operating activities of $23.0 million was principally due to the adoptionsignificant decrease in the Company’s revenue and earnings as a result of ASC Topic 606 on January 1, 2018, as well asthe COVID-19 pandemic. In addition, the Company experienced a slowdown in manufacturing, shipments and installation of IMAX Theater Systems at customer sites, resulting in an increase in lease inducementsInventories. These cash outflows were partially offset by a $33.6 million decrease in Accounts Receivable.

Investing Activities

For the year ended December 31, 2021, the net cash used in the year; and

an increase of $3.7Company’s investing activities totaled less than $0.1 million, in prepaid expenses due to advance payments related to employee benefits.

Changes in other operating liabilities as compared to December 31, 2017 include: a decreasenet cash used in deferredinvesting activities of $9.3 million in 2020. In 2021, the net cash used in investing activities is primarily driven by $10.1 million invested in equipment to be used in the Company’s joint revenue sharing arrangements with exhibitors (2020 — $6.7 million), $4.1 million of $6.5intangible assets capitalized, principally related to the development of internal use software (2020 — $1.9 million), and $3.6 million related to backlog payments received in the purchase of property, plant and equipment (2020 — $0.7 million). Based on management’s current period, a net decrease of $3.3operating plan for 2022, the Company expects to continue to use cash to deploy additional IMAX Theater Systems under joint revenue sharing arrangements. This cash outflow is offset by $17.8 million in accrued liabilities, offset by amount relievedcash proceeds received from deferred revenue related to theater system installations; a net increasethe sale of the Company’s investment in accounts payableMaoyan (see “Management’s Discussion and Analysis of $7.7 million, bothFinancial Condition and Results of which are due to normal operational activity.

Investing ActivitiesOperations – Realized and Unrealized Investment Gains (Losses)”).

Capital expenditures, including the Company’s investment in joint revenue sharing equipment, purchase of property, plant and equipment, other intangible assets and investments in film assets were $80.1$32.6 million in 20182021 as compared to $106.6$16.9 million in 2017. 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.2020.

Net cash used in investing activities amounted to $56.9 million inFinancing Activities

For the year ended December 31, 2018, which includes an investment2021, the net cash used in joint revenue sharing equipment of $34.8 million, purchases of $13.4 million in property, plant and equipment and an investment in other intangible assets of $8.7 million, which primarily consists of $4.8 million related to acquired intellectual property related to its laser manufacturing process, and $2.8 million related to expanding the functionality of the Company’s internal use software.

66


Financing Activities

Netfinancing activities totaled $132.7 million, as compared to $240.6 million provided by financing activities in the prior year. In 2021, the net cash used in financing activities in the year ended December 31, 2018 amountedis principally due to $70.9 million as compared to $57.5$304.0 million in net repayments of revolving credit facility borrowings, which were funded in part with a portion of the $223.7 million in net proceeds received from the issuance of the Convertible Notes. The net cash used in financing activities for the current year ended December 31, 2017.is also the result of the $19.1 million purchase of capped calls related to the Convertible Notes, as well as $24.0 million used to repurchase common shares of the Company ($13.9 million) and IMAX China Holding, Inc. ($10.1 million). (See Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8 for additional information on the issuance of the Convertible Notes and the related capped call transactions.)

In 2020, the year ended December 31, 2018, the Company borrowed $65.0net cash provided by financing activities totaled $240.6 million from the Company’s new Credit Facility, which isand was principally due to $287.6 million in revolving credit facility borrowings, partially offset by repayments made of $50.7$36.6 million under its new Credit Facility and the Playa Vista Loan and paid $1.9 million in fees related to its new Credit Facility.

In addition, the Company paid $71.5 million for the repurchase of common shares under the Company’s share repurchase program, $6.1program.

61


LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2021, the Company’s principal sources of liquidity included: (i) its balances of cash and cash equivalents ($189.7 million); (ii) the anticipated collection of trade accounts receivable, which includes amounts owed under joint revenue sharing arrangements and DMR agreements with movie studios; (iii) the anticipated collection of financing receivables due in the next 12 months under sales and sales-type lease arrangements for theaters currently in operation; and (iv) installment payments expected in the next 12 months under sales and sales-type lease arrangements in backlog. Under the terms of the Company’s typical sale and sales-type lease agreements, the Company receives substantial cash payments before it completes the performance of its contractual obligations.

In addition, as of December 31, 2021, the Company also had $300.0 million in available borrowing capacity under its Fifth Amended and Restated Credit Agreement, with Wells Fargo Bank, National Association (the “Credit Agreement”) and $26.2 million in available borrowing capacity under IMAX (Shanghai) Multimedia Technology Co., Ltd.’s revolving facility (the “Working Capital Facility”). (See Note 14 of Notes to Consolidated Financial Statements in Part II Item 8 for a description of the material terms of the Credit Agreement, as well as its related amendments, and the Working Capital Facility.)

The Company’s $189.7 million balance of cash and cash equivalents as of December 31, 2021 includes $102.1 million in cash held outside of Canada (December 31, 2020 — $89.9 million), of which $76.3 million was held in the PRC (December 31, 2020 — $77.2 million). In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations would no longer be indefinitely reinvested. In 2021, $20.4 million of historical earnings from a subsidiary in China were distributed and, as a result, $2.0 million of foreign withholding taxes were paid to the relevant tax authorities. As of December 31, 2021, the Company’s Consolidated Balance Sheets include a deferred tax liability of $17.6 million for the repurchaseapplicable foreign withholding taxes associated with the remaining balance of common sharesunrepatriated historical earnings that will not be indefinitely reinvested outside of Canada. These taxes will become payable upon the repatriation of any such earnings.

The Company forecasts its future cash flows and short-term liquidity requirements on an ongoing basis. These forecasts are based on estimates and may be materially impacted by factors that are outside of the Company’s control (including the factors described in “Risk Factors” in Part I, Item 1A). As a result, there is no guarantee that these forecasts will come to fruition and that the Company will be able to fund its operations through cash flows from operations. In particular, the Company’s operating cash flows and cash balances will be adversely impacted if management’s projections of future signings and installations of IMAX Theater Systems and box office performance of IMAX DMR content are not realized.

The impact of the COVID-19 global pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a lesser extent, 2021, when compared to periods prior to the onset of the pandemic, as GBO results from the Company’s theater customers declined, the installation of certain theater systems was delayed, and maintenance fees were generally not recognized for theaters that were closed or operating with reduced capacities. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of pandemic-related closures, although improving, the Company has experienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response, in 2020 and 2021, the Company provided temporary relief to certain exhibitor customers by suspending or reducing maintenance fees during periods when theaters were closed or operating with reduced capacities and, in certain situations, provided extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or lease arrangement.

Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX China share repurchase program, $6.2 million to purchase treasury stock fornetwork gradually reopened. As of December 31, 2021, 95% of the settlement of restricted share units and options and $1.4 million of taxes withheld and paid on vested employee stock option awards. The Company also paid $6.9 milliontheaters in dividends to thenon-controlling interest shareholders of IMAX China. These cash outlays were offset by $7.8 million received from third party capital contributions to the Original Film Fund and the VR Fund and $1.0 million received from the issuance of common shares resulting from stock option exercises.

Prior Year Cash Flow Activities

Net cash provided by operating activities amounted to $85.4 million incommercial multiplex network open at various capacities. For the year ended December 31, 2017. Changes in othernon-cash operating assets as compared to 2016 included:2021, GBO generated by IMAX films totaled $638.2 million, surpassing the total for 2020 by $379.0 million (146%), whereas conventional theaters saw an increase of $37.8 million in accounts receivable; an increase of $7.3 million in financing receivables; a decrease of $10.8 million in inventories; an increase of $0.9 million in prepaid expenses; and an increase of $0.5 million in other assets which includes an increase of $0.1 million in prepaid tax and an increase of $0.5 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, 2016 included: a netestimated 78% increase in deferred revenuebox office. Moreover, during the fourth quarter of $22.92021, GBO generated by IMAX films totaled $277.5 million, related to backlog payments received insurpassing the period, offset by amount relieved from deferred revenue related to theater system installations; a net increase in accounts payablepre-pandemic total of $4.2 million; and a net decrease of $0.6 million in accrued liabilities.

Net cash used in investing activities amounted to $73.6 million in 2017, which included purchases of $24.1 million in property, plant and equipment, 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.

Net cash provided by financing activities in 2017 amounted to $57.5 million as compared to cash used in financing activities of $125.8 million in 2016. In 2017, the Company paid $46.1$241.2 million for the repurchasefourth quarter of common shares under2019, due to the performance of films such as Spider-Man: No Way Home, No Time to Die, and Dune. Included in this fourth quarter GBO performance is an all-time Company record for the month of October. Management is encouraged by these box office results and believes they indicate that moviegoers are returning to theaters, and in particular IMAX theaters, where and when theaters are open and they feel safe.

Based on the Company’s share repurchase programcurrent cash balances and $25.5 millionoperating cash flows, management expects to purchase treasury stock forhave sufficient capital and liquidity to fund its anticipated operating needs and capital requirements during the settlementnext twelve-month period following the date of restricted share unitsthis report.

62


(See “Management’s Discussion and options. In addition,Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic” and “Risk Factors – The Company has experienced a significant decrease in its revenues, earnings and cash flows due to the Company made $2.0 millionCOVID-19 pandemic and its business, financial condition and results of operations may continue to be significantly harmed in repayments 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 $0.6 million of taxes withheld and paid on vested employee stock awards.

Capital expenditures including the Company’s investmentfuture reporting periods” in joint revenue sharing equipment, purchase of property, plant and equipment, net of sales proceeds, other intangible assets and investments in film assets were $106.6 million in the year ended December 31, 2017.Part I, Item 1A.)

67


CONTRACTUAL OBLIGATIONS

Payments to be made by the Company under contractual obligations as atof December 31, 20182021 are as follows:

 

  Payments Due by Fiscal Year 

 

Payments Due by Period

 

(In thousands of U.S. Dollars)  Total
Obligations
   1 year   > 1 - 3 years   > 3 - 5 years   Thereafter 

 

Total

Obligation

 

 

Less Than One Year

 

 

1 to 3 years

 

 

3 to 5 years

 

 

Thereafter

 

Purchase obligations(1)

  $55,279   $52,181   $3,098   $—     $—   

 

$

34,084

 

 

$

33,907

 

 

$

42

 

 

$

 

 

$

135

 

Pension obligations(2)

   18,831    —      18,831    —      —   

 

 

20,298

 

 

 

 

 

 

20,298

 

 

 

 

 

 

 

Operating lease obligations(3)

   22,387    3,847    5,281    3,602    9,657 

 

 

18,833

 

 

 

3,760

 

 

 

4,669

 

 

 

4,127

 

 

 

6,277

 

Credit Facility(4)

   40,000    —      —      40,000    —   

Working Capital Facility(4)

 

 

3,612

 

 

 

3,612

 

 

 

 

 

 

 

 

 

 

Convertible Notes(5)

 

 

235,175

 

 

 

1,150

 

 

 

2,300

 

 

 

231,725

 

 

 

 

Postretirement benefits obligations

   3,226    1,215    257    253    1,501 

 

 

3,066

 

 

 

117

 

 

 

266

 

 

 

262

 

 

 

2,421

 

  

 

   

 

   

 

   

 

   

 

 

 

$

315,068

 

 

$

42,546

 

 

$

27,575

 

 

$

236,114

 

 

$

8,833

 

  $139,723   $57,243   $27,467   $43,855   $11,158 
  

 

   

 

   

 

   

 

   

 

 

 

(1)

The Company’sRepresents total payments to be made under binding commitments with suppliers and outstanding payments to be made for supplies ordered, but yet to be invoiced.

(2)

The Company has an unfunded defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), covering its CEO, Mr. Richard L. Gelfond. The SERP assumptions arehas a fixed benefit payable of $20.3 million. The table above assumes that Mr. Gelfond will receive a lump sum payment of $20.3 million six months after retirement at the end of the current term of his current employment agreement, (Decemberwhich expires on December 31, 2019),2022, in accordance with the terms of the SERP, although Mr. Gelfond has not informed the Company that he intends to retire at that time. (See Note 23 of Notes to Consolidated Financial Statements in Part II, Item 8.)

(3)

The Company’sRepresents total minimum annual rental payments to be madedue under the Company’s operating leases, mostly consisting of rent at the Company’s propertywhich almost entirely relates to leased office space in New York and at the various owned and operated theaters.York.

(4)

The Company is not requiredWorking Capital Facility expires in July 2022. (See Note 14(a) of Notes to make any minimum payments on its Credit Facility.Consolidated Financial Statements in Part II, Item 8.)

(5)

The Convertible Notes bear interest at a rate of 0.500% per annum on the principal of $230.0 million, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. (See Note 14(b) of Notes to Consolidated Financial Statements in Part II, Item 8.)

Pension and Postretirement Obligations

The Company has an unfunded defined benefit pension plan, the SERP, covering Mr. Gelfond. As at December 31, 2018, the Company had an unfunded and accrued projected benefit obligation of approximately $18.0 million (December 31, 2017 — $19.0 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, 2018, the Company had an unfunded benefit obligation of $1.5 million (December 31, 2017 — $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, 2018, the Company had an unfunded benefit obligation of $0.6 million (December 31, 2017 — $0.7 million).

The Company maintained a Retirement Plan covering Greg Foster, former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. Under the terms of his agreement with the Company, the plan will vest in full if Mr. Foster incurs a separation of service (as defined therein). In the fourth quarter of 2018, Mr. Foster incurred a separation from service, and as such, his Retirement Plan benefits became fully vested as at December 31, 2018 and the accelerated costs were recognized and reflected in the executive transition costs line on the consolidated statement of operations. As at December 31, 2018, the Company had an unfunded benefit obligation recorded of $3.6 million (December 31, 2017 — $1.0 million). Subsequent to year end, the retirement benefit obligation was fully funded. During 2018, the Company expensed an aggregate of $2.6 million (2017 — $0.5 million; 2016 — $0.5 million), of which $0.7 million was recorded in selling, general and administrative expenses as it relates to service performed in 2018, the remaining $1.9 million is recorded in executive transition costs.

68


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.


63


NON-GAAP FINANCIAL MEASURES

GAAP refers to generally accepted accounting principles in the United States of America. In this report, the Company presents financial measures in accordance with GAAP and also on a non-GAAP basis under the SEC regulations. Specifically, the Company presents the following non-GAAP financial measures as supplemental measures of its performance:

Adjusted net loss attributable to common shareholders;

Adjusted net loss attributable to common shareholders per basic and diluted share;

EBITDA; and

Adjusted EBITDA per Credit Facility.

Adjusted net loss attributable to common shareholders and adjusted net loss attributable to common shareholders per basic and diluted share exclude, where applicable: (i) share-based compensation; (ii) COVID-19 government relief benefits, net; (iii) legal judgment and arbitration awards; (iv) realized and unrealized investment gains or losses, as well as the related tax impact of these adjustments, and (v) income taxes resulting from management’s decision to no longer indefinitely reinvest the historical earnings of certain foreign subsidiaries.

The Company believes that these non-GAAP financial measures are important supplemental measures that allow management and users of the Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods without the after-tax impact of share-based compensation and certain unusual items included in net loss attributable to common shareholders. Although share-based compensation is an important aspect of the Company’s employee and executive compensation packages, it is a non-cash expense and is excluded from certain internal business performance measures.

A reconciliation of net loss attributable to common shareholders and the associated per share amounts to adjusted net loss attributable to common shareholders and adjusted net loss attributable to common shareholders per diluted share are presented in the table below.

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

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

 

Net Loss

 

 

Per Share

 

 

Net Loss

 

 

Per Share

 

Net loss attributable to common shareholders

 

$

(22,329

)

 

$

(0.38

)

 

$

(143,775

)

 

$

(2.43

)

Adjustments(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

 

24,815

 

 

 

0.42

 

 

 

20,558

 

 

 

0.35

 

COVID-19 government relief benefits, net

 

 

(3,839

)

 

 

(0.06

)

 

 

(7,115

)

 

 

(0.12

)

Legal judgment and arbitration awards

 

 

(1,770

)

 

 

(0.03

)

 

 

4,105

 

 

 

0.07

 

Realized and unrealized investment (gains) losses

 

 

(3,769

)

 

 

(0.06

)

 

 

1,450

 

 

 

0.02

 

Tax impact on items listed above

 

 

(1,909

)

 

 

(0.03

)

 

 

(630

)

 

 

(0.01

)

Income taxes resulting from management's decision to no longer indefinitely reinvest the historical earnings of certain foreign subsidiaries

 

381

 

 

 

0.01

 

 

 

13,344

 

 

 

0.23

 

Adjusted net loss(1)

 

$

(8,420

)

 

$

(0.14

)

 

$

(112,063

)

 

$

(1.89

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

 

 

 

 

59,126

 

 

 

 

 

 

 

59,237

 

(1)

Reflects amounts attributable to common shareholders.

64


In addition to the non-GAAP financial measures discussed above, management also uses “EBITDA,” as such term is defined in the Credit Agreement, and which is referred to herein as “Adjusted EBITDA per Credit Facility.” As allowed by the Credit Agreement, Adjusted EBITDA per Credit Facility includes adjustments in addition to the exclusion of interest, taxes, depreciation and amortization. Accordingly, this non-GAAP financial measure is presented to allow a more comprehensive analysis of the Company’s operating performance and to provide additional information with respect to the Company’s compliance against its Credit Agreement requirements, when applicable. In addition, the Company believes that Adjusted EBITDA per Credit Facility presents relevant and useful information widely used by analysts, investors and other interested parties in the Company’s industry to evaluate, assess and benchmark the Company’s results.

EBITDA is defined as net income or loss excluding: (i) income tax expense or benefit; (ii) interest expense, net of interest income; (iii) depreciation and amortization, including film asset amortization; and (iv) amortization of deferred financing costs. Adjusted EBITDA per Credit Facility is defined as EBITDA excluding: (i) share-based and other non-cash compensation; (ii) realized and unrealized investment gains or losses; (iii) write-downs, net of recoveries, including asset impairments and credit loss expense; and (iv) legal judgment and arbitration awards.

A reconciliation of net loss attributable to common shareholders, which is the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA per Credit Facility are presented in the table below.

 

For the Twelve Months Ended December 31, 2021 (1)

 

 

Attributable to

 

 

 

 

 

 

 

 

Non-controlling

 

 

Less: Attributable to

 

 

 

 

 

 

 

Interests and

 

 

Non-controlling

 

 

Attributable to

 

 

Common Shareholders

 

 

Interests

 

 

Common Shareholders

 

(In thousands of U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net loss

$

 

(9,577

)

 

$

 

12,752

 

 

$

 

(22,329

)

Add (subtract):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

20,564

 

 

 

 

4,049

 

 

 

 

16,515

 

Interest expense, net of interest income

 

 

2,362

 

 

 

 

(356

)

 

 

 

2,718

 

Depreciation and amortization, including film asset amortization

 

 

56,082

 

 

 

 

5,255

 

 

 

 

50,827

 

Amortization of deferred financing costs(2)

 

 

2,513

 

 

 

 

 

 

 

 

2,513

 

EBITDA

$

 

71,944

 

 

$

 

21,700

 

 

$

 

50,244

 

Share-based and other non-cash compensation

 

 

26,079

 

 

 

 

1,114

 

 

 

 

24,965

 

Realized and unrealized investment gains

 

 

(5,340

)

 

 

 

(1,571

)

 

 

 

(3,769

)

(Recoveries) write-downs, including asset impairments and credit loss expense

 

 

(2,187

)

 

 

 

(1,159

)

 

 

 

(1,028

)

Legal judgment and arbitration awards

 

 

(1,770

)

 

 

 

 

 

 

 

(1,770

)

Adjusted EBITDA per Credit Facility

$

 

88,726

 

 

$

 

20,084

 

 

$

 

68,642

 

(1)

The Senior Secured Net Leverage Ratio in the Company’s Credit Agreement is calculated using Adjusted EBITDA per Credit Facility determined on a trailing twelve-month basis. During the first quarter of 2021, the Company entered into the Second Amendment to the Credit Facility Agreement which, among other things, suspends the Senior Secured Net Leverage Ratio financial covenant in the Credit Agreement through the first quarter of 2022 and, once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021. For more information see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8.

(2)

The amortization of deferred financing costs is recorded within Interest Expense in the Consolidated Statements of Operations.

The Company cautions users of its financial statements that these non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Additionally, the non-GAAP financial measures used by the Company should not be considered in isolation, or as a substitute for, or superior to, the comparable GAAP amounts.


65


Item 7A.  Quantitative and Qualitative Factors about Market Risk

The Company is exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. Market risk is the potential change in an instrument’s value caused by, for example, fluctuations in interest and currency exchange rates. The Company’s primary market risk exposure is the risk of unfavorable movements in exchange rates between the U.S. dollar,Dollar, the Canadian dollarDollar 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 8087 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 theaters 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, 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.

Certain of the Company’s PRC subsidiaries held approximately 375.7RMB 484.7 million Renminbi ($54.7 million U.S. dollars)76.0 million) in cash and cash equivalents as atof December 31, 20182021 (December 31, 20172020213.0RMB 500.3 million Renminbi or $32.6 million U.S. dollars)$76.7 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 Administration 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; however, the Company monitors and manages its capital and liquidity requirements to ensure compliance with local regulatory and policy requirements. (See “Risk Factors – The Company faces risks in connection with its significant presence in China and the continued expansion of its business there” in Part I, Item 1A.)

For the year ended December 31, 2018,2021, the Company recorded a foreign exchange net lossgain of $1.7$1.3 million as compared to a foreign exchange net gain of $1.0$0.8 million in 2017,2020, associated with the translation of foreign currency denominated monetary assets and liabilities.

The Company has entered into a series of foreign currency forward contracts to manage the Company’s risks associated with the volatility of foreign currencies. TheCertain of these 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, 2021, with settlement dates throughout 2019 and 2020. 2022. 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 statementsConsolidated Statements of operationsOperations except for derivatives designated and qualifying as foreign currency cash flow hedging instruments. All foreign currency forward contracts held by the Company as at December 31, 2018, are designated and qualify as foreign currency cash flow hedging instruments. The Company currently has cash flow hedging instruments associated with selling, generalSelling, General and administrative expenses and capital expenditures.Administrative Expenses. For foreign currency cash flow hedging instruments related to selling, generalSelling, General and administrative expenses,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 Income and reclassified to the consolidated statementsConsolidated Statements of operationsOperations when the forecasted transaction occurs. For foreign currency cash flow hedging instruments related to Inventories, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported within Accumulated Other Comprehensive Income and reclassified to Inventories on the Consolidated Balance Sheets when the forecasted transaction occurs. For foreign currency cash flow hedging instruments related to capital expenditures, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported in other comprehensive incomewithin Accumulated Other Comprehensive Income and reclassified to property, plantProperty, Plant and equipmentEquipment on the balance sheetConsolidated Balance Sheets when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the Consolidated Statements of Operations.

66


The notional value of foreign currency cash flow hedging instruments atthat qualify for hedge accounting as of December 31, 20182021 was $50.8$26.7 million (December 31, 20172020$35.2$26.4 million). A lossgain of $2.2$0.5 million was recorded to Other Comprehensive Income with respect to the depreciation/appreciationchange in thefair value of these contracts in 2018 (20172021 (2020 — gain of $2.5$0.6 million). A gain of $0.4$1.7 million was reclassified from Accumulated Other Comprehensive Income to selling, generalSelling, General and administrative expensesAdministrative Expenses in 2018 (20172021 (2020 — loss of $0.6 million to Selling, General and Administrative Expenses and Inventories). A gain of $0.8 million).

69


Appreciation or depreciation on$0.3 million 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 Income to Selling, General and Hedging TopicAdministrative Expenses (2020 — $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, 2021 was $nil (December 31, 2020 — $5.6 million).

For all derivative instruments, the Company is subject to counterparty credit risk to the extent that the counterparty may not meet its obligations to the Company. To manage this risk, the Company enters into derivative transactions only with major financial institutions.

AtAs of December 31, 2018,2021, 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 $89.3 million.$171.2 million, of which $170.0 million was denominated in RMB. Assuming a 10% appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates atas of December 31, 2018,2021, the potential change in the fair value of foreign currency-denominated financing receivables and working capital items would have been $8.9$17.1 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, 2018,2021, the potential change in the amount of selling, general,Selling, General, and administrative expensesAdministrative Expenses would be $0.3$0.1 million.

Interest Rate Risk Management

The Company’s earnings aremay also be affected by changes in interest rates due to the impact those changes have on its interest income from cash, and its interest expense from variable-rate borrowings that may be made under the Credit Facility.

As at December 31, 2018, Specifically, the Company had drawn down $40.0 million on its Credit Facility (December 31, 2017 — $nil).

As at December 31, 2018, the Company has extinguished the Playa Vista Loan (December 31, 2017 — $25.7 million).

The Company’s largest exposure with respect to variable rate debt comes from changes in LIBOR. The Company had no variable rate debt instruments representing 14.6% and 9.8%outstanding as of its total liabilities at December 31, 2018 and2021.

On July 27, 2017, respectively. If the interestChief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA will no longer compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. On March 5, 2021, the FCA formally announced the dates that LIBOR will stop being published after June 30, 2023. While the most commonly used LIBORs will be available until June 2023 for legacy contracts, regulators are requiring banks in the United States to cease entering into new contracts that reference USD LIBOR as soon as practicable, but no later than December 31, 2021. As a result, on December 13, 2021, the Company entered into the Fourth Amendment to the Company increased by 10%,Credit Agreement to facilitate a transition from a LIBOR-based interest rate to an interest rate based on the Euro Interbank Offered Rate for non-USD denominated loans. Loans under the Credit Facility bear interest, at the Company’s interest expense would increase by approximately $0.1 million and interest incomeoption, at (i) LIBOR plus a margin ranging from cash would increase by approximately $0.2 million. These amounts are determined by considering1.00% to 1.75% per annum; or (ii) the impact of the hypothetical interest ratesU.S. base rate plus a margin ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s variable rate debt and cash balances at December 31, 2018.Total Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement matures on June 28, 2023, prior to the date that USD LIBOR rates will cease publication on June 30, 2023. The Company does not expect the discontinuation of LIBOR to have a material impact on future interest expense. (See Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8.)

 

7067




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 (the “Company”)(together, the Company) as of December 31, 20182021 and 2017,2020, and the related consolidated statements of operations, comprehensive (loss) income, cash flows and shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2018,2021, including the related notes and the schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2018, appearing on page 147 (collectively referred to as the “consolidatedconsolidated financial statements”)statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established inInternal Control—Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182021 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, based on criteria established inInternal Control – Integrated Framework (2013) issued by the COSO.

Change in Accounting PrinciplesPrinciple

As discussed in Notenote 3 and 4 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers and the mannerits allowance for current expected credit losses in which it presents and discloses certain net periodic pension and postretirement benefit costs in the Company’s consolidated statements of operations in 2018.2020.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A of this Annual Report on Form10-K. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


69


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

72


company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Theater Systems Revenue

As described in notes 3(p) and 21 to the consolidated financial statements, the Company recognized revenue from IMAX Systems related to the IMAX Technology Sales and Maintenance category (theater systems) of $65.7 million for the year ended December 31, 2021. Management evaluates whether a theater system arrangement involves either a sale or a lease of a theater system, and for those arrangements that are accounted for as a sale of a theater system, determines the transaction price and the allocation thereof to each separate performance obligation based on estimated standalone selling prices. For arrangements accounted for as a sale of a theater system, the transaction price allocated to the performance obligation is recognized when the conditions signifying transfer of control have been met. For theater system arrangements, management applied significant judgment in (i) determining whether the theater system arrangement related to either a sale or a lease by considering the terms of the arrangement including title to the theater system equipment and payment consideration; (ii) estimating the transaction price which may include the discounted present value of fixed ongoing payments and variable consideration (such as indexed minimum payment increases and additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded); (iii) allocating the transaction price to each separate performance obligation based on estimated standalone selling prices; and (iv) determining the timing of revenue recognition based on when performance obligations are met.

The principal considerations for our determination that performing procedures relating to the revenue recognition of theater systems revenue is a critical audit matter are that management identified the matter as a critical accounting estimate, and there was significant judgment required by management in (i) determining whether the theater system arrangement related to a sale or a lease; (ii) estimating the transaction price which may include the discounted present value of fixed ongoing payments and variable consideration; (iii) allocating the transaction price to each separate performance obligation; and (iv) determining the timing of revenue recognition. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the revenue recognition of theater systems revenue.


70


Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over management’s review and approval of revenue recognition memorandums produced for each theater system arrangement which include the determination of the type of theater system arrangement, the estimate of the transaction price and allocation thereof and the timing of the related revenue recognition. These procedures also included, among others, evaluating the reasonableness of management’s assessment of whether the theater system arrangement related to either a sale or a lease by considering the contractual terms and conditions of the executed contracts. Procedures were also performed to test management’s process for estimating the transaction price for a sample of contracts with customers, including (i) evaluating the appropriateness of management’s discounted present value method; (ii) testing the completeness, accuracy and relevance of the data used in estimating the transaction price; and (iii) evaluating the reasonableness of significant assumptions used by management, including the discount rate and expected future performance of underlying theaters associated with the arrangement. Evaluating management’s assumption related to the discount rate involved evaluating whether the assumption was reasonable considering consistency with external market data. Evaluating management’s assumption related to expected future performance of underlying theaters associated with the arrangement involved evaluating whether the assumption was reasonable considering the current and past performance of the underlying theaters. Procedures were also performed to test management’s process for allocating the transaction price to each separate performance obligation, including (i) evaluating the appropriateness of management’s method of allocating the transaction price; (ii) testing the completeness, accuracy and relevance of the data used in allocating the transaction price; and (iii) evaluating the reasonableness of significant assumptions used by management, including estimated standalone selling prices. Evaluating management’s assumption related to estimated standalone selling prices involved evaluating whether the assumption was reasonable by comparing the estimate to current and historical transactions. Evaluating the appropriateness of management’s assessment of the timing of revenue recognition involved inspecting the customers’ certificates of acceptance and theater openings during the year.

Uncertain Tax Positions

As described in notes 3(o) and 12 to the consolidated financial statements, the Company had total tax reserves of $13.9 million as of December 31, 2021 related to uncertain tax positions. The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Tax benefits are recognized only when it is more likely than not, based on the technical merits, that the benefits will be sustained on examination. Tax benefits that meet the more-likely-than-not recognition threshold are measured using a probability weighting of the largest amount of tax benefit that has greater than 50% likelihood of being realized upon settlement. As disclosed by management, tax audits can result in subsequent assessments where the ultimate resolution may result in the Company owing additional taxes above what was originally recognized. Tax reserves for uncertain tax positions are adjusted by management to reflect their best estimate of the outcome of examinations and assessments and in light of changing facts and circumstances, such as the completion of a tax audit, expiration of a statute of limitations, the refinement of an estimate, and interest accruals associated with the uncertain tax positions until they are resolved. The estimate of the Company’s tax reserves relating to uncertain tax positions required management to assess uncertainties and to make significant judgments about the application of complex tax laws.

The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i) the significant judgment by management in determining uncertain tax positions, including a high degree of estimation uncertainty relative to the numerous and complex tax laws, frequency of tax audits, and potential for significant adjustments as a result of such audits; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s timely identification, recognition and measurement of uncertain tax positions; (iii) the evaluation of audit evidence available to support the tax reserves for uncertain tax positions resulted in significant auditor judgment as the nature of the evidence is often subjective; and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of the tax reserves for uncertain tax positions, controls addressing completeness of the uncertain tax positions, and controls over measurement of the tax reserves. These procedures also included, among others (i) testing the information used in the calculation of the tax reserves for uncertain tax positions; (ii) testing the calculation of the tax reserves for uncertain tax positions by jurisdiction; and (iii) evaluating the status and results of income tax audits with the relevant tax authorities, as applicable. Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and measurement of the Company’s uncertain tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained and the amount of potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.


71


Allowance for Credit Losses on Accounts Receivable, Financing Receivables and Variable Consideration Receivables

As described in notes 3(e) and 5 to the consolidated financial statements, the Company’s allowance for credit losses related to accounts receivable was $11.9 million, the allowance for credit losses related to financing receivables was $6.2 million and the allowance for credit losses related to variable consideration receivables was $1.1 million as of December 31, 2021 (together allowance for credit losses on receivables). Accounts receivable, financing receivables and variable consideration receivables are measured on the amortized cost basis and presented at the net amount expected to be collected. Management reduced the allowance for credit losses by $4.8 million for the year ended December 31, 2021. Management develops its estimate of credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors. Management applied judgment in estimating the allowance for credit losses on receivables, which included assessing credit quality classifications, macro-economic and industry risk factors.

The principal considerations for our determination that performing procedures relating to the allowance for credit losses on accounts receivable, financing receivables and variable consideration receivables is a critical audit matter are (i) the judgment by management in estimating the allowance for credit losses on receivables; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assessment of credit quality classifications, macro-economic and industry risk factors.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of the allowance for credit losses on receivables, including controls related to management’s assessment of credit quality classifications, macro-economic and industry risk factors. These procedures also included, among others (i) testing management’s process for estimating the allowance for credit losses on receivables; (ii) evaluating the appropriateness of management’s method; (iii) testing the completeness and accuracy of underlying data used in the method; and (iv) evaluating the reasonableness of management’s assessment of credit quality classifications, macro-economic and industry risk factors. Evaluating the reasonableness of management’s assessment of credit quality classifications, macro-economic and industry risk factors on a sample basis involved considering (i) recent payment patterns of customers; (ii) consistency with external market and industry data; (iii) inquiries with management regarding adjustments for forward-looking information on economic factors affecting the ability of customers to settle the receivables; (iv) recent correspondence with customers; (v) recent public filings by customers; and (vi) whether this assessment was consistent with evidence obtained in other areas of the audit.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

February 26, 201923, 2022

We have served as the Company’s auditor since 1987, which includes periods before the entity became subject to SEC reporting requirements.

 

73

72


IMAX CORPORATION

CONSOLIDATED BALANCE SHEETS

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

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

189,711

 

 

$

317,379

 

Accounts receivable, net of allowance for credit losses

 

 

110,050

 

 

 

56,300

 

Financing receivables, net of allowance for credit losses

 

 

141,049

 

 

 

131,810

 

Variable consideration receivable, net of allowance for credit losses

 

 

44,218

 

 

 

40,526

 

Inventories

 

 

26,924

 

 

 

39,580

 

Prepaid expenses

 

 

11,802

 

 

 

10,420

 

Film assets, net of accumulated amortization

 

 

4,241

 

 

 

5,777

 

Property, plant and equipment, net of accumulated depreciation

 

 

260,353

 

 

 

277,397

 

Investment in equity securities

 

 

1,087

 

 

 

13,633

 

Other assets

 

 

17,799

 

 

 

21,673

 

Deferred income tax assets, net of valuation allowance

 

 

13,906

 

 

 

17,983

 

Other intangible assets, net of accumulated amortization

 

 

23,080

 

 

 

26,245

 

Goodwill

 

 

39,027

 

 

 

39,027

 

Total assets

 

$

883,247

 

 

$

997,750

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

15,943

 

 

$

20,837

 

Accrued and other liabilities

 

 

111,896

 

 

 

99,354

 

Revolving credit facility borrowings, net of unamortized debt issuance costs

 

 

2,472

 

 

 

305,676

 

Convertible notes, net of unamortized discounts and debt issuance costs (see Note 14)

 

 

223,641

 

 

 

 

Deferred revenue

 

 

81,281

 

 

 

87,982

 

Deferred income tax liabilities

 

 

17,642

 

 

 

19,134

 

Total liabilities

 

 

452,875

 

 

 

532,983

 

Commitments and contingencies (see Notes 15 and 16)

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

758

 

 

 

759

 

Shareholders' equity

 

 

 

 

 

 

 

 

Capital stock common shares — no par value. Authorized — unlimited number.

 

 

 

 

 

 

 

 

58,653,642 issued and outstanding (December 31, 2020 — 58,921,731 issued and 58,921,008 outstanding)

 

 

409,979

 

 

 

407,031

 

Less: Treasury stock, nil shares at cost (December 31, 2020 — 723)

 

 

 

 

 

(11

)

Other equity (see Note 3(a))

 

 

174,620

 

 

 

188,845

 

Statutory surplus reserve

 

 

3,932

 

 

 

 

Accumulated deficit

 

 

(234,975

)

 

 

(202,849

)

Accumulated other comprehensive income

 

 

2,527

 

 

 

988

 

Total shareholders' equity attributable to common shareholders

 

 

356,083

 

 

 

394,004

 

Non-controlling interests (see Note 3(a))

 

 

73,531

 

 

 

70,004

 

Total shareholders' equity

 

 

429,614

 

 

 

464,008

 

Total liabilities and shareholders' equity

 

$

883,247

 

 

$

997,750

 

 

   As at December 31, 
   2018  2017 

Assets

   

Cash and cash equivalents

  $141,590  $158,725 

Accounts receivable, net of allowance for doubtful accounts of $3,174 (December 31, 2017 — $1,613)

   93,309   130,546 

Financing receivables, net of allowance for uncollectible amounts (notes 5 and 20(c))

   127,432   129,494 

Inventories (note 6)

   44,560   30,788 

Prepaid expenses

   10,294   7,549 

Film assets (note 7)

   16,367   5,026 

Property, plant and equipment (note 8)

   280,658   276,781 

Other assets (notes 9 and 20(e))

   55,004   26,757 

Deferred income taxes (note 10)

   31,264   30,708 

Other intangible assets (note 11)

   34,095   31,211 

Goodwill

   39,027   39,027 
  

 

 

  

 

 

 

Total assets

  $873,600  $866,612 
  

 

 

  

 

 

 

Liabilities

   

Bank indebtedness (note 12)

  $37,753  $25,357 

Accounts payable

   32,057   24,235 

Accrued and other liabilities (notes 7, 13, 14, 15(c), 20(b), 20(d), 21 and 24)

   97,724   100,140 

Deferred revenue

   106,709   113,270 
  

 

 

  

 

 

 

Total liabilities

   274,243   263,002 
  

 

 

  

 

 

 

Commitments and contingencies (notes 13 and 14)

   

Non-controlling interests (note 22)

   6,439   1,353 
  

 

 

  

 

 

 

Shareholders’ equity

   

Capital stock (note 15) common shares — no par value. Authorized — unlimited number. 61,478,168 — issued and 61,433,589 — outstanding (December 31, 2017 — 64,902,201 — issued and 64,695,550 — outstanding)

   422,455   445,797 

Less: Treasury stock, 44,579 shares at cost (December 31, 2017 — 206,651)

   (916  (5,133

Other equity

   179,595   175,300 

Accumulated deficit

   (85,385  (87,592

Accumulated other comprehensive loss

   (3,588  (626
  

 

 

  

 

 

 

Total shareholders’ equity attributable to common shareholders

   512,161   527,746 

Non-controlling interests (note 22)

   80,757   74,511 
  

 

 

  

 

 

 

Total shareholders’ equity

   592,918   602,257 
  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

  $873,600  $866,612 
  

 

 

  

 

 

 

Subsequent event (note 22)

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

 

74

73


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

   Years Ended December 31, 
   2018  2017  2016 

Revenues

    

Equipment and product sales (note 16(c))

  $106,591  $103,294  $122,382 

Services (note 16(c))

   181,740   195,594   166,862 

Rentals (note 16(c))

   74,472   72,281   77,315 

Finance income

   11,598   9,598   9,500 

Other (note 16(a))

   —     —     1,275 
  

 

 

  

 

 

  

 

 

 
   374,401   380,767   377,334 
  

 

 

  

 

 

  

 

 

 

Costs and expenses applicable to revenues (note 2(m))

    

Equipment and product sales

   54,853   48,172   69,680 

Services (note 16(c))

   84,236   120,629   83,780 

Rentals

   27,383   26,720   21,086 

Other

   —     —     110 
  

 

 

  

 

 

  

 

 

 
   166,472   195,521   174,656 
  

 

 

  

 

 

  

 

 

 

Gross margin

   207,929   185,246   202,678 

Selling, general and administrative expenses (note 15(c))

   117,477   109,882   124,316 

Research and development

   13,728   20,855   16,315 

Amortization of intangibles

   4,145   3,019   2,079 

Receivable provisions, net of recoveries (note 17)

   3,130   2,647   954 

Asset impairments (notes 8 and 20(e))

   —     1,225   417 

Legal arbitration award (note 14)

   11,737   —     —   

Executive transition costs (note 23)

   2,994   —     —   

Exit costs, restructuring charges and associated impairments (note 24)

   9,542   16,174   —   
  

 

 

  

 

 

  

 

 

 

Income from operations

   45,176   31,444   58,597 

Retirement benefitsnon-service expense (note 21)

   (499  (518  (429

Interest income

   1,844   1,027   1,490 

Interest expense

   (2,916  (1,942  (1,805
  

 

 

  

 

 

  

 

 

 

Income from operations before income taxes

   43,605   30,011   57,853 

Provision for income taxes (note 10)

   (9,518  (16,790  (16,212

Loss from equity-accounted investments, net of tax

   (492  (703  (2,321
  

 

 

  

 

 

  

 

 

 

Net income

   33,595   12,518   39,320 

Less: net income attributable tonon-controlling interests (note 22)

   (10,751  (10,174  (10,532
  

 

 

  

 

 

  

 

 

 

Net income attributable to common shareholders

  $22,844  $2,344  $28,788 
  

 

 

  

 

 

  

 

 

 

Net income per share attributable to common shareholders—basic and diluted: (note 15(d))

 

  

Net income per share — basic

  $0.36  $0.04  $0.43 
  

 

 

  

 

 

  

 

 

 

Net income per share — diluted

  $0.36  $0.04  $0.42 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Technology sales

 

$

66,153

 

 

$

49,728

 

 

$

118,245

 

Image enhancement and maintenance services

 

 

131,148

 

 

 

59,318

 

 

 

188,547

 

Technology rentals

 

 

46,790

 

 

 

17,841

 

 

 

77,961

 

Finance income

 

 

10,792

 

 

 

10,116

 

 

 

10,911

 

 

 

 

254,883

 

 

 

137,003

 

 

 

395,664

 

Costs and expenses applicable to revenues

 

 

 

 

 

 

 

 

 

 

 

 

Technology sales

 

 

37,039

 

 

 

33,170

 

 

 

63,627

 

Image enhancement and maintenance services

 

 

58,062

 

 

 

53,598

 

 

 

88,175

 

Technology rentals

 

 

25,376

 

 

 

28,695

 

 

 

29,690

 

 

 

 

120,477

 

 

 

115,463

 

 

 

181,492

 

Gross margin

 

 

134,406

 

 

 

21,540

 

 

 

214,172

 

Selling, general and administrative expenses

 

 

117,322

 

 

 

108,485

 

 

 

123,456

 

Research and development

 

 

6,944

 

 

 

5,618

 

 

 

5,203

 

Amortization of intangibles

 

 

4,877

 

 

 

5,394

 

 

 

4,955

 

Credit loss (reversal) expense, net

 

 

(3,951

)

 

 

18,608

 

 

 

2,430

 

Asset impairments

 

 

 

 

 

1,151

 

 

 

 

Legal judgment and arbitration awards (see Note 16)

 

 

(1,770

)

 

 

4,105

 

 

 

 

Exit costs, restructuring charges and associated impairments

 

 

 

 

 

 

 

 

850

 

Income (loss) from operations

 

 

10,984

 

 

 

(121,821

)

 

 

77,278

 

Realized and unrealized investment gains (losses)

 

 

5,340

 

 

 

(2,081

)

 

 

(517

)

Retirement benefits non-service expense

 

 

(463

)

 

 

(600

)

 

 

(737

)

Interest income

 

 

2,218

 

 

 

2,388

 

 

 

2,105

 

Interest expense

 

 

(7,092

)

 

 

(7,010

)

 

 

(2,793

)

Income (loss) before taxes

 

 

10,987

 

 

 

(129,124

)

 

 

75,336

 

Income tax expense

 

 

(20,564

)

 

 

(26,504

)

 

 

(16,768

)

Equity in (losses) income of investees, net of tax

 

 

0

 

 

 

(1,858

)

 

 

3

 

Net (loss) income

 

 

(9,577

)

 

 

(157,486

)

 

 

58,571

 

Net (income) loss attributable to non-controlling interests

 

 

(12,752

)

 

 

13,711

 

 

 

(11,705

)

Net (loss) income attributable to common shareholders

 

$

(22,329

)

 

$

(143,775

)

 

$

46,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share attributable to common shareholders - basic and diluted:

 

Net (loss) income per share — basic and diluted

 

$

(0.38

)

 

$

(2.43

)

 

$

0.76

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

 

75

74


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands of U.S. dollars)Dollars)

 

   Years Ended December 31, 
   2018  2017  2016 

Net income

  $33,595  $12,518  $39,320 
  

 

 

  

 

 

  

 

 

 

Unrealized defined benefit plan actuarial gain (note 21(a))

   1,448   1,004   159 

Unrealized postretirement benefit plans actuarial gain (notes 21(c) and 21(d))

   85   125   184 

Amortization of postretirement benefit plan actuarial loss (note 21(c))

   —     —     69 

Unrealized net (loss) gain from cash flow hedging instruments (note 20(d))

   (2,219  2,545   1,049 

Realization of cash flow hedging net (gain) loss upon settlement (note 20(d))

   (408  (824  3,078 

Foreign currency translation adjustments (note 2)

   (3,170  3,618   (2,851
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, before tax

   (4,264  6,468   1,688 

Income tax recovery (expense) related to other comprehensive (loss) income (note 10(h))

   286   (746  (1,180
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, net of tax

   (3,978  5,722   508 
  

 

 

  

 

 

  

 

 

 

Comprehensive income

   29,617   18,240   39,828 

Less: Comprehensive income attributable tonon-controlling interests

   (9,735  (11,322  (8,797
  

 

 

  

 

 

  

 

 

 

Comprehensive income attributable to common shareholders

  $19,882  $6,918  $31,031 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Net (loss) income

 

$

(9,577

)

 

$

(157,486

)

 

$

58,571

 

Other comprehensive income, before tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized defined benefit plan actuarial gain (loss)

 

 

132

 

 

 

(897

)

 

 

157

 

Unrealized postretirement benefit plans actuarial gain (loss)

 

 

140

 

 

 

(351

)

 

 

(153

)

Prior service cost arising during the period

 

 

 

 

 

 

 

 

(456

)

Amortization of prior service cost

 

 

185

 

 

 

87

 

 

 

 

Unrealized net gain from cash flow hedging instruments

 

 

468

 

 

 

500

 

 

 

552

 

Realized net (gain) loss from cash flow hedging instruments

 

 

(1,707

)

 

 

604

 

 

 

1,183

 

Reclassification of unrealized gain from ineffective cash flow hedging instruments

 

 

(318

)

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

3,364

 

 

 

5,992

 

 

 

(729

)

Total other comprehensive income, before tax

 

 

2,264

 

 

 

5,935

 

 

 

554

 

Income tax benefit (expense) related to other comprehensive income

 

 

286

 

 

 

55

 

 

 

(378

)

Other comprehensive income, net of tax

 

 

2,550

 

 

 

5,990

 

 

 

176

 

Comprehensive (loss) income

 

 

(7,027

)

 

 

(151,496

)

 

 

58,747

 

Comprehensive (income) loss attributable to non-controlling interests

 

 

(13,763

)

 

 

11,899

 

 

 

(11,483

)

Comprehensive (loss) income attributable to common shareholders

 

$

(20,790

)

 

$

(139,597

)

 

$

47,264

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

 

76

75


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)Dollars)

 

   Years Ended December 31, 
   2018  2017  2016 

Cash provided by (used in):

    

Operating Activities

    

Net income

  $33,595  $12,518  $39,320 

Adjustments to reconcile net income to cash from operations:

    

Depreciation and amortization (notes 18(c) and 19(a))

   57,437   66,807   46,485 

Write-downs, net of recoveries (notes 18(d) and 19(a))

   11,770   29,568   5,940 

Change in deferred income taxes

   (6,923  (4,017  4,940 

Stock and othernon-cash compensation

   23,723   24,075   31,586 

Unrealized foreign currency exchange loss (gain)

   631   (502  462 

Loss from equity-accounted investments

   95   306   2,685 

Gain (loss) onnon-cash contribution to equity-accounted investees

   397   397   (364

Investment in film assets

   (23,200  (34,645  (22,308

Changes in othernon-cash operating assets and liabilities (note 18(a))

   12,447   (9,141  (30,874
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   109,972   85,366   77,872 
  

 

 

  

 

 

  

 

 

 

Investing Activities

    

Purchase of property, plant and equipment

   (13,368  (24,143  (15,278

Investment in joint revenue sharing equipment

   (34,810  (42,634  (42,910

Investment in new business ventures

   —     (1,606  (1,911

Acquisition of other intangible assets

   (8,696  (5,214  (4,787
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (56,874  (73,597  (64,886
  

 

 

  

 

 

  

 

 

 

Financing Activities

    

Increase in bank indebtedness (note 12)

   65,000   —     —   

Repayment of bank indebtedness (note 12)

   (50,667  (2,000  (2,000

Repurchase of common shares (note 15)

   (71,479  (46,140  (116,518

Repurchase of common shares, IMAX China (note 15)

   (6,084  —     —   

Settlement of restricted share units and options

   (916  (20,331  (17,889

Common shares issued—stock options exercised

   1,017   16,668   13,113 

Treasury stock repurchased for future settlement of restricted share units

   (5,249  (5,133  (1,996

Taxes withheld and paid on employee stock awards vested

   (1,437  (600  (528

Issuance of subsidiary shares tonon-controlling interests

   7,796   —     2,479 

Dividends paid tonon-controlling interests

   (6,934  —     —   

Credit facility amendment fees paid

   (1,909  —     —   

Taxes paid on secondary sales and repatriation dividend

   —     —     (2,443
  

 

 

  

 

 

  

 

 

 

Net cash used in financing activities

   (70,862  (57,536  (125,782
  

 

 

  

 

 

  

 

 

 

Effects of exchange rate changes on cash

   629   (267  106 
  

 

 

  

 

 

  

 

 

 

Decrease in cash and cash equivalents during year

   (17,135  (46,034  (112,690

Cash and cash equivalents, beginning of year

   158,725   204,759   317,449 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of year

  $141,590  $158,725  $204,759 
  

 

 

  

 

 

  

 

 

 

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

 

(9,577

)

 

$

 

(157,486

)

 

$

 

58,571

 

Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

56,082

 

 

 

 

52,704

 

 

 

 

62,978

 

Amortization of deferred financing costs

 

 

 

2,513

 

 

 

 

902

 

 

 

 

509

 

Credit loss (reversal) expense, net

 

 

 

(3,951

)

 

 

 

18,608

 

 

 

 

2,430

 

Write-downs

 

 

 

1,764

 

 

 

 

17,729

 

 

 

 

4,376

 

Deferred income tax expense

 

 

 

2,996

 

 

 

 

23,618

 

 

 

 

6,762

 

Share-based and other non-cash compensation

 

 

 

26,079

 

 

 

 

22,038

 

 

 

 

23,570

 

Unrealized foreign currency exchange loss (gain)

 

 

 

256

 

 

 

 

(1,355

)

 

 

 

32

 

Realized and unrealized investment (gains) losses

 

 

 

(5,340

)

 

 

 

2,081

 

 

 

 

517

 

Equity in losses (income) of investees

 

 

 

 

 

 

 

1,858

 

 

 

 

(3

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

(52,453

)

 

 

 

33,597

 

 

 

 

(8,621

)

Inventories

 

 

 

11,451

 

 

 

 

1,637

 

 

 

 

1,942

 

Film assets

 

 

 

(14,810

)

 

 

 

(7,665

)

 

 

 

(23,437

)

Deferred revenue

 

 

 

(6,591

)

 

 

 

(6,637

)

 

 

 

(12,242

)

Changes in other operating assets and liabilities

 

 

 

(2,354

)

 

 

 

(24,640

)

 

 

 

(27,008

)

Net cash provided by (used in) operating activities

 

 

 

6,065

 

 

 

 

(23,011

)

 

 

 

90,376

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

 

(3,590

)

 

 

 

(697

)

 

 

 

(7,421

)

Investment in equipment for joint revenue sharing arrangements

 

 

 

(10,094

)

 

 

 

(6,654

)

 

 

 

(40,489

)

Acquisition of other intangible assets

 

 

 

(4,092

)

 

 

 

(1,904

)

 

 

 

(2,931

)

Proceeds from sale of (investment in) equity securities

 

 

 

17,769

 

 

 

 

 

 

 

 

(15,153

)

Net cash used in investing activities

 

 

 

(7

)

 

 

 

(9,255

)

 

 

 

(65,994

)

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

)

 

 

 

 

 

 

 

 

Revolving credit facility borrowings

 

 

 

3,600

 

 

 

 

287,610

 

 

 

 

35,000

 

Repayments of revolving credit facility borrowings

 

 

 

(307,609

)

 

 

 

 

 

 

 

(55,000

)

Credit facility amendment fees paid

 

 

 

(527

)

 

 

 

(1,073

)

 

 

 

 

Repurchase of common shares, IMAX Corporation

 

 

 

(13,905

)

 

 

 

(36,624

)

 

 

 

(2,659

)

Repurchase of common shares, IMAX China

 

 

 

(10,060

)

 

 

 

(1,534

)

 

 

 

(19,162

)

Treasury stock purchased for future settlement of restricted share units

 

 

 

 

 

 

 

(3,086

)

 

 

 

(13,833

)

Taxes withheld and paid on employee stock awards vested

 

 

 

(3,660

)

 

 

 

(512

)

 

 

 

(590

)

Common shares issued - stock options exercised

 

 

 

883

 

 

 

 

 

 

 

 

2,404

 

Issuance of subsidiary shares to non-controlling interests (net of return on capital)

 

 

 

 

 

 

 

 

 

 

 

1,106

 

Dividends paid to IMAX China non-controlling interests

 

 

 

(4,889

)

 

 

 

(4,214

)

 

 

 

(4,384

)

Net cash (used in) provided by financing activities

 

 

 

(132,720

)

 

 

 

240,567

 

 

 

 

(57,118

)

Effects of exchange rate changes on cash

 

 

 

(1,006

)

 

 

 

(406

)

 

 

 

630

 

(Decrease) increase in cash and cash equivalents during year

 

 

 

(127,668

)

 

 

 

207,895

 

 

 

 

(32,106

)

Cash and cash equivalents, beginning of year

 

 

 

317,379

 

 

 

 

109,484

 

 

 

 

141,590

 

Cash and cash equivalents, end of year

 

$

 

189,711

 

 

$

 

317,379

 

 

$

 

109,484

 

(See the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

76


 

77


IMAX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’SHAREHOLDERS' EQUITY

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

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Adjustments to capital stock:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

407,020

 

 

$

419,348

 

 

$

421,539

 

Change in shares held in treasury

 

 

11

 

 

 

4,027

 

 

 

(3,122

)

Restricted share units vested

 

 

9,833

 

 

 

1,448

 

 

 

 

Employee stock options exercised, net of shares withheld for employee tax obligations

 

 

883

 

 

 

 

 

 

1,752

 

Grant date fair value of stock options exercised

 

 

271

 

 

 

 

 

 

104

 

Average carrying value of repurchased and retired common shares

 

 

(8,039

)

 

 

(17,803

)

 

 

(925

)

Balance, end of year

 

 

409,979

 

 

 

407,020

 

 

 

419,348

 

Adjustments to other equity:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

188,845

 

 

 

180,225

 

 

 

179,079

 

Amortization of share-based payment expense - stock options

 

 

1,267

 

 

 

2,426

 

 

 

8,813

 

Amortization of share-based payment expense - restricted share units

 

 

17,116

 

 

 

13,532

 

 

 

13,481

 

Amortization of share-based payment expense - performance stock units

 

 

5,733

 

 

 

2,708

 

 

 

 

Restricted share units vested

 

 

(14,740

)

 

 

(9,370

)

 

 

(10,295

)

Grant date fair value of stock options exercised

 

 

(271

)

 

 

 

 

 

(104

)

Change in ownership interest related to IMAX China common share repurchases

 

 

(4,263

)

 

 

(676

)

 

 

(9,642

)

Purchase of capped calls related to convertible notes

 

 

(19,067

)

 

 

 

 

 

 

Cash received from the issuance of common shares in excess of par value

 

 

 

 

 

 

 

 

454

 

Stock options exercised from treasury shares purchased on open market

 

 

 

 

 

 

 

 

(1,561

)

Balance, end of year

 

 

174,620

 

 

 

188,845

 

 

 

180,225

 

Adjustments to statutory surplus reserve:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

 

 

 

 

 

 

 

Establishment of statutory surplus reserve, IMAX China

 

 

3,932

 

 

 

 

 

 

 

Balance, end of period

 

 

3,932

 

 

 

 

 

 

 

Adjustments to accumulated deficit:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

(202,849

)

 

 

(40,253

)

 

 

(85,385

)

Net (loss) income attributable to common shareholders

 

 

(22,329

)

 

 

(143,775

)

 

 

46,866

 

Statutory surplus reserve deducted from retained earnings, IMAX China

 

 

(3,932

)

 

 

 

 

 

 

Common shares repurchased and retired

 

 

(5,865

)

 

 

(18,821

)

 

 

(1,734

)

Balance, end of year

 

 

(234,975

)

 

 

(202,849

)

 

 

(40,253

)

Adjustments to accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

988

 

 

 

(3,190

)

 

 

(3,588

)

Other comprehensive income, net of tax

 

 

1,539

 

 

 

4,178

 

 

 

398

 

Balance, end of year

 

 

2,527

 

 

 

988

 

 

 

(3,190

)

Adjustments to non-controlling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

70,004

 

 

 

81,057

 

 

 

81,273

 

Net income (loss) attributable to non-controlling interests

 

 

12,753

 

 

 

(8,572

)

 

 

13,343

 

Other comprehensive income (loss), net of tax

 

 

1,011

 

 

 

1,812

 

 

 

(223

)

Share-based compensation attributable to non-controlling interests

 

 

449

 

 

 

779

 

 

 

568

 

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

 

 

(4,889

)

 

 

(4,214

)

 

 

(4,384

)

Change in ownership interest related to IMAX China common share repurchases

 

 

(5,797

)

 

 

(858

)

 

 

(9,520

)

Balance, end of year

 

 

73,531

 

 

 

70,004

 

 

 

81,057

 

Total Shareholders' Equity (see Note 3 (a))

 

$

429,614

 

 

$

464,008

 

 

$

637,187

 

Common shares issued and outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

 

58,921,008

 

 

 

61,175,852

 

 

 

61,433,589

 

Employee stock options exercised

 

 

41,613

 

 

 

 

 

 

19,088

 

Restricted share units and stock option exercises settled from treasury shares purchased on open market

 

 

723

 

 

 

187,020

 

 

 

44,579

 

Restricted share units settled with new treasury shares

 

 

531,629

 

 

 

42,982

 

 

 

 

Repurchase of common shares

 

 

(841,331

)

 

 

(2,484,123

)

 

 

(134,384

)

Shares held in treasury

 

 

 

 

 

(723

)

 

 

(187,020

)

Balance, end of year

 

 

58,653,642

 

 

 

58,921,008

 

 

 

61,175,852

 

   Years Ended December 31, 
   2018  2017  2016 

Adjustments to capital stock:

    

Balance, beginning of period

  $440,664  $437,274  $448,310 

Average carrying value of repurchased and retired common shares

   (23,629  (11,884  (24,865

Change in shares held in treasury

   4,216   (3,194  (1,939

Fair value of stock options exercised at the grant date

   70   3,542   3,139 

Employee stock options exercised

   218   14,652   11,431 

Issuance of common shares for vested restricted share units

   —     274   1,198 
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   421,539   440,664   437,274 
  

 

 

  

 

 

  

 

 

 

Adjustments to other equity:

    

Balance, beginning of period

   175,300   177,304   163,094 

Retrospective adoption of ASC Topic 718, Stock compensation, forfeiture rates

   —     —     5,331 

Paid-in-capital for employee stock options granted

   5,907   5,496   13,766 

Paid-in-capital for restricted share units granted

   16,325   17,157   16,493 

Paid-in-capital for restricted share units vested

   (12,582  (14,756  (14,731

Cash received from the issuance of common shares in excess of par value

   799   2,017   1,684 

Fair value of stock options exercised at the grant date

   (70  (3,542  (3,139

Paid-in-capital fornon-employee stock options granted

   —     17   30 

Stock option exercised from treasury shares purchased on open market

   —     (8,393  (5,224

Common shares repurchased, IMAX China

   (6,084  —     —   
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   179,595   175,300   177,304 
  

 

 

  

 

 

  

 

 

 

Adjustments to accumulated deficit:

    

Balance, beginning of period

   (87,592  (47,366  19,930 

Retrospective adoption of ASC Topic 606, Revenue from Contracts with Customers

   27,213   —     —   

Retrospective adoption of ASC Topic 740, Intra-entity transfers

   —     (8,314  —   

Retrospective adoption of ASC Topic 718, Stock compensation, forfeiture rates

   —     —     (4,431

Net income attributable to common shareholders

   22,844   2,344   28,788 

Common shares repurchased and retired

   (47,850  (34,256  (91,653
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   (85,385  (87,592  (47,366
  

 

 

  

 

 

  

 

 

 

Adjustments to accumulated other comprehensive loss:

    

Balance, beginning of period

   (626  (5,200  (7,443

Other comprehensive (loss) income, net of tax

   (2,962  4,574   2,243 
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   (3,588  (626  (5,200
  

 

 

  

 

 

  

 

 

 

Adjustments tonon-controlling interests:

    

Balance, beginning of period

   74,511   59,562   49,959 

Retrospective adoption of ASC Topic 606, Revenue from Contracts with Customers

   735   —     —   

Net income attributable tonon-controlling interests

   13,461   13,801   11,338 

Other comprehensive (loss) income, net of tax

   (1,016  1,148   (1,735

Dividends paid tonon-controlling shareholders

   (6,934  —     —   
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   80,757   74,511   59,562 
  

 

 

  

 

 

  

 

 

 

Total Shareholders’ Equity

  $592,918  $602,257  $621,574 
  

 

 

  

 

 

  

 

 

 

Common shares issued and outstanding:

    

Balance, beginning of period

   64,695,550   66,159,902   69,673,244 

Employee stock options exercised

   12,750   405,229   347,814 

Restricted share units vested (net of shares withheld for tax)

   —     7,127   52,631 

Restricted share units and stock option exercises settled from treasury shares purchased on open market

   206,651   66,093   —   

Repurchase of common shares

   (3,436,783  (1,736,150  (3,849,222

Shares held in treasury

   (44,579  (206,651  (64,565
  

 

 

  

 

 

  

 

 

 

Balance, end of period

   61,433,589   64,695,550   66,159,902 
  

 

 

  

 

 

  

 

 

 

(TheSee the accompanying notes, which are an integral part of these consolidated financial statements)Consolidated Financial Statements)

 

7877



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 is a Canadian corporation that was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the former IMAX Corporation (“Predecessor IMAX”). Predecessor IMAX was incorporated in 1967. As of December 31, 2021, IMAX Corporation indirectly owns 71.11% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China is a consolidated subsidiary of the Company.

IMAX Corporation, together with its consolidated subsidiaries (the “Company”), is ana premier global technology platform for entertainment and events. Through its proprietary software, theater architecture, patented intellectual property, and specialized equipment, IMAX offers a unique end-to-end solution to create superior, immersive content experiences for which the IMAX® brand is globally renown. Top filmmakers, movie studios, artists, and creators utilize the cutting-edge visual and sound technology company specializingof IMAX to connect with audiences in innovative ways. As a result, IMAX is among the most important and successful global distribution platforms for domestic and international tentpole films and, increasingly, exclusive experiences ranging from live performances to interactive events with leading artists and creators.

The Company leverages its proprietary technology and engineering in all aspects of its business, which principally consists of the digital remastering of films and film-based motion picture technologies, whose principal activities are the:

design, manufacture,other content into the IMAX format (“IMAX DMR®”) and the sale andor lease of proprietarypremium IMAX theater systems for (“IMAX theaters principally owned and operated by commercial and institutional customers located in 80 countries as at December 31, 2018;

production, digitalre-mastering, post-production and/or distribution of certain films shown throughout 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.

Theater Systems”). The Company refers to all theaters using the IMAX theater systemTheater System as “IMAX theaters.”

IMAX Theater System arrangements also include a requirement for the Company to provide maintenance services over the life of the arrangement in exchange for an extended warranty and annual maintenance fee paid by the theater owner or operator. Under these arrangements, the Company provides preventative and emergency maintenance services to ensure that each presentation is up to the highest IMAX quality standard. The Company’s revenues from equipment and product salestheater business activities also include the after-market sale of IMAX projection system parts and sales-type leasing3D glasses.

As of itsDecember 31, 2021, there were 1,683 IMAX Theater Systems operating in 87 countries and territories, including 1,599 commercial multiplexes, 12 commercial destinations and 72 institutional locations. This compares to 1,650 IMAX Theater Systems operating in 84 countries and territories as of December 31, 2020 including 1,562 commercial multiplexes, 12 commercial destinations, and 76 institutional locations.

The Company also distributes large-format documentary films, primarily to institutional theaters, and distributes exclusive experiences ranging from live performances to interactive events with leading artists and creators. In addition, the Company provides film post-production and quality control services for large-format films, whether produced by IMAX or third parties, and digital post-production services.

The Company has the following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives, which are described in Note 21.

2.  Impact of COVID-19 Pandemic

The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the global economy. At various points during the pandemic, authorities around the world imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close, including the IMAX theaters in those countries. As a result of these theater closures, movie studios postponed the theatrical release of most films originally scheduled for release in 2020 and early 2021, including many of the films scheduled to be shown in IMAX theaters, while several other films were released directly or concurrently to streaming platforms. Beginning in the third quarter of 2020, stay-at-home orders and capacity restrictions were lifted in many key markets and movie theaters throughout the IMAX network gradually reopened. However, following the emergence of the Omicron variant and the rise of COVID-19 cases in late 2021 and early 2022, some governments reinstituted capacity restrictions and safety protocols on large public gatherings, leading to the temporary closure of theaters or the imposition of capacity restrictions in certain markets. As of December 31, 2021, 95% of the theaters in the global IMAX commercial multiplex network were open at various capacities, spanning 75 countries. This included 99% of Domestic theaters (i.e., in the United States and Canada), 95% of the theaters in Greater China and 91% of the theaters in Rest of World markets.

78


The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a lesser extent, during 2021, when compared to periods prior to the onset of the pandemic, as box office results from the theaters in the IMAX network declined, the installation of certain theater systems was delayed, and salesmaintenance fees were generally not recognized for theaters that were closed or operating with reduced capacities. In addition, as a result 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 offinancial difficulties faced by 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 rental of the Company’s camerasexhibition customers arising out of pandemic-related theater closures, although improving, the Company has experienced and camera equipment.may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response, beginning in the second quarter of 2020 through the fourth quarter of 2021, the Company provided temporary relief to certain exhibitor customers by waiving or reducing maintenance fees during periods when theaters were closed or operating with reduced capacities and, in certain situations, by providing extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or lease arrangement.

As a result of the uncertainties associated with the pandemic, the Company took significant steps in 2020 and 2021 to preserve cash by eliminating non-essential costs, temporarily furloughing certain employees, reducing the working hours of other employees, and reducing all non-essential capital expenditures to minimum levels. The Company also implemented an active cash management process, which, among other things, required senior management approval of all outgoing payments.

Also, in the first quarter of 2021, the Company issued $230.0  million of Convertible Notes. The net proceeds from the issuance of the Convertible Notes were approximately $223.7 million, after deducting the initial purchasers’ discounts and commissions, which were used in part to repay a portion of outstanding borrowings under the Credit Facility provided by the Company’s Credit Agreement with Wells Fargo. In addition, during 2021, the Company entered into amendments to the Credit Agreement which, among other things,suspend the Senior Secured Net Leverage Ratio financial covenant in the Credit Agreement through the first quarter of 2022 and once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021. As of December 31, 2021, the Company was in compliance with all of its requirements under the Credit Agreement, as amended. (Each defined term used, but not defined in this paragraph is defined in Note 14.)

In 2020 and 2021, the Company recognized a total of $10.9 million in wage subsidies, tax credits, and other financial support under COVID-19 relief legislation that has been enacted in the countries in which it operates, primarily under the Canada Emergency Wage Subsidy (“CEWS”) program. For the years ended December 31, 2021 and 2020, these benefits were recognized in the Consolidated Statements of Operations as reductions to Selling, General and Administrative Expenses ($2.9 million and $6.0 million, respectively), Costs and Expenses Applicable to Revenues ($0.9 million and $1.0 million, respectively), and Research and Development ($nil and $0.1 million, respectively). The CEWS program expired in October 2021. 

The Company’s finance income represents interest income and accretion of variable consideration arising from the sales-type leases and financed salesimpact of the COVID-19 pandemic on the Company’s business and financial results will continue to depend on numerous evolving factors that cannot be accurately predicted and that will vary by jurisdiction and market, including the duration and scope of the pandemic, the emergence of variants of the virus, the progress made on administering vaccines and developing treatments, the continuing impact of the pandemic on global economic conditions and ongoing government responses to the pandemic, which could lead to further theater systems.closures, theater capacity restrictions and/or delays in the release of films.

The Company’s other revenues include the settlement of contractual obligations with customers.

2.3.  Summary of Significant Accounting Policies

Significant accounting policies are summarized as follows:

The Company prepares its consolidated financial statementsConsolidated Financial Statements in accordance with U.S. GAAP.GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission. The significant accounting policies used by the Company are summarized below.

(a)

Revision of prior year amounts and other reclassifications

In the current year’s Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity, the Company revised the December 31, 2020 and December 31, 2019 balances of Total Shareholders’ Equity Attributable to Common Shareholders and Non-Controlling Interests. The revisions were principally made to properly reflect changes in the Company’s ownership interest in IMAX China as a result of common share repurchases and the amortization of share-based compensation related to IMAX China. The revisions resulted in a $0.5 million reclassification between the January 1, 2019 balances of Other Equity and Non-Controlling Interests, as well as reclassifications of $8.5 million and $8.4 million, respectively, between the balances of Other Equity and Non-Controlling Interests as of December 31, 2020 and 2019. There is 0 change in Total Shareholders’ Equity as a result of the revisions.

(a) Basis of Consolidation79


(b)

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.

The Company has 10 film and content related companies that are VIEs. For five of the Company’sinterests in ten 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

79


potentially be significant to the respective VIE.. The majority of the assets relating to these consolidated assets production 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 22(b)Note 24(b). ForThe Company does not consolidate the other five 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, 2021 and 2020, total assets and liabilities of the Company’sCompany's consolidated VIEs are as follows:

 

   December 31,   December 31, 
   2018   2017 

Total assets

  $12,203   $7,539 

Total liabilities

   11,573    7,178 

Total assets and liabilities of the VIE entities which the Company does not consolidate are as follows:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Total assets

 

$

1,576

 

 

$

1,543

 

Total liabilities

 

$

259

 

 

$

230

 

 

   December 31,   December 31, 
   2018   2017 

Total assets

  $447   $448 

Total liabilities

   362    388 

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

(c)

Estimates and Assumptions

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: estimated(i) the allocation of the transaction price relatedin an IMAX Theater System arrangement to distinct performance obligations; residual values(ii) the amount of leased theater systems; economic livesvariable consideration to be earned on sales of leased assets; allowances for potential uncollectabilityIMAX Theater 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 theater system equipment supporting joint revenue sharing arrangements; (vii) the economic lives of property, plant and equipment;the theater system equipment supporting joint revenue sharing arrangements; (viii) the useful lives of intangible assets; (ix) the ultimate revenue forecasts used to test the recoverability of film assets; (x) the discount rates used to determine the present value of financing receivables and lease liabilities, as well as to determine the fair values of the Company’s reporting units for the purpose of assessing the recoverability of goodwill; (xi) pension plan assumptions; 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; and estimates(xiv) reserves related to uncertain tax positions.

The COVID-19 pandemic resulted in significantly lower levels of revenues, earnings, and operating cash flows for the Company during 2020 and, to a lesser extent, during 2021, when compared to periods prior to the onset of the fair valuepandemic, as described in Note 2. Although management is encouraged by the broad reopening of stock-based payment awards.

(c) Cashthe IMAX theater network, the continued progress towards the resumption ofnormal theater operations, and Cash Equivalentsrecent box office results, there continues to be a higher degree of risk and uncertainty relating to the judgments, assumptions, and estimates used by management in preparing the Company’s Consolidated Financial Statements.

(d)

Cash and Cash Equivalents

The Company considers all highly liquid investments convertible to a known amount of cash and with an original maturity to the Company of three months or less to be cash equivalents.

(d) Accounts Receivable and Financing Receivables80


(e)

Receivables

Allowances for doubtfulIn 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The standard requires financial assets measured on the amortized cost basis to be presented at the net amount expected to be collected. The Company’s accounts receivable, financing receivables and variable consideration receivables are basedwithin the scope of ASU No. 2016-13. The Company adopted ASU No. 2016-13 and several associated ASUs on January 1, 2020 with no required cumulative-effect adjustment to accumulated deficit.

The Company develops an estimate of expected credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after considering management’s internal credit quality classifications, as well as macro-economic and industry risk factors. The write-off of any billed receivable balance requires the approval of management.

(See Note 5 for more information related to the Company’s 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.)

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.

 

80

(f)

Inventories


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 finance 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 Theater Systems under sales 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 Theater 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.

Finished goods inventories can contain theater systemsincludes IMAX Theater Systems for which title has passed to the Company’s customer (asin situations when the theater 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.

(g)

Film Assets

(f) Film Assets

Costs 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 ten years following the date of the film’s initial release.

The recoverability of the Company’s film assets is dependent upon the commercial acceptance of the underlying films and the resulting level of box office results and, in certain situations, ancillary revenues. If management’s projections of future net cash flows resulting from the exploitation of a film indicate that the carrying value of the film asset is not recoverable, the film asset is written down to its fair value.

Film exploitation costs, including advertising costs, are expensed as incurred.

incurred to Costs and Expenses Applicable to Revenues.

81


(h)

Property, Plant and Equipment


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 revenue 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 of film assets is dependent upon commercial acceptance of the films. If events or circumstances indicate that the recoverable amount of a film asset is less than the unamortized film costs, the film asset is written down to its fair value. The Company determines the fair value of its film assets using a discounted cash flow model.

(g) Property, Plant and Equipment

Property, plant and equipment are is recorded at cost and areis depreciated on a straight-line basis over theirthe estimated useful lives of the underlying assets as follows:

 

Theater system components(1)

over

Over the equipment’s anticipatedexpected useful life (7 to 20 years)

Camera equipment

Over a period between 5 to 10 years

Buildings

Over a period between 20 to 25 years

Office and product equipment

Over a period between 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.

EquipmentThe cost of theater 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 Theater 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 life is periodically reviewed forlives of the equipmenttheater system components and componentsrelated equipment used in joint revenue sharing arrangements are reviewed periodically to determine if any adjustments need to be made toare required. 

Property, Plant and Equipment is grouped at the current amortization.

The Company reviews 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.

(i)

Investment in Equity Securities

Equity securities with readily determinable fair values are reported at fair value with changes in fair value recorded within Gain (Loss) in Fair Value of Investments in the period to expected cash outflows.Consolidated Statements of Operations.

(j)

Other Assets

(h) Other Assets

Other assets include principally includes lease incentives provided to certain theater customers under joint revenue sharing arrangements classified as an operating lease, as well as sales commissions and other deferred selling 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.

When no amounts have been drawn down on the related debt instrument, the costs of debt financing are deferred and amortizeda straight-line basis over the term of the debt using the effective interest rate method. When amounts are drawn on the debt instrument, the deferred financing fees are reclassedlease as a reduction to net against the outstanding debt amountrental revenue. Sales commissions and amortized over the life of the debt instrument and recognized in interest expense.

Selling costs related to an arrangement incurredother 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 Theater System or (ii)the abandonment of the sale arrangement.

82


Foreign currency derivatives are accounted for at fair value using quoted prices in closed exchanges (Level 2 input in accordance withactive markets.

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. (See Note 14 for information related to the Company’s revolving credit facilities.)

(i) Goodwill82


(k)

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 Theater System installations, lower than expected operating results, increased competition, legal factors, or the sale or disposition of a significant portion of a reporting unit. For reporting units with goodwill, an impairment loss is recognized for the amount by which the reporting unit's carrying 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. Ifmodel 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 carrying amountcash flow model are derived based on the Company’s estimated weighted average cost of capital. These estimates and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes.

In the fourth quarter of 2021, the Company performed its annual goodwill impairment test considering the latest available information and determined that its goodwill was not impaired. As of December 31, 2021, the Company’s total Goodwill was $39.0 million, of which $19.1 million relates to the IMAX Systems reporting unit, exceeds$13.5 million relates to the Joint Revenue Sharing Arrangements reporting unit, and $6.4 million relates to the IMAX Maintenance reporting unit. The impairment test was performed on a reporting unit level by comparing each unit’s carrying value, including goodwill, to its fair value. The carrying value thenof each reporting unit is based on a second step is performed to measure the amountsystematic and rational allocation of impairment loss, if any, by comparing thecertain assets and liabilities. The fair value of each identifiable assetreporting unit is assessed using a discounted cash flow model 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 unitcash flow model are derived based on the Company’s estimated weighted average cost of capital. These estimates and the likelihood of future changes in these estimates depend on a number of underlying variables and a range of possible outcomes. Actual results may materially differ from management’s estimates, especially due to the total fair value ofuncertainties associated with the reporting unit. Any impairment loss is expensed in the consolidated statement of operations and is not reversed if the fair value subsequently increases.COVID-19 pandemic.

(j) Other Intangible Assets

(l)

Other Intangible Assets

Patents, trademarks, and other intangiblesintangible assets are recorded at cost and aregenerally amortized on a straight-line basis over estimated useful lives ranging from 4 to 10 years except for intangible assets that have an identifiable pattern of consumption of the economic benefit of the asset, whichasset. Such intangible assets are amortized over the consumption pattern.

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 devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its other intangible assetsintended purpose. Costs incurred during the preliminary project and post-implementation stages are charged to expense. These capitalized costs are amortized on a straight-line basis over the estimated useful life.

Intangible Assets are grouped at the lowest level for which identifiable cash flows are largely independent and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of 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 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.

83


(m)

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 Theater Systems where control of the asset or asset group oversystem has not transferred to the fair value calculated using discounted expected future cash flows.

83


(k)customer. The Deferred Revenue

balance related to an individual theater increases as progress payments are made and is then derecognized when control of the system is transferred to the customer. To a lesser extent, the Deferred revenue represents cash receivedRevenue balance also relates to situations when a theater customer pays the contractual maintenance fee prior to revenuethe recognition criteria being met for theater system salesof revenue.

(n)

Statutory Surplus Reserve

Pursuant to the corporate law of the People’s Republic of China (the “PRC”), entities registered in the PRC are required to maintain certain statutory reserves, which are appropriated from after-tax profits, after offsetting accumulated losses from prior years, before dividends can be declared or 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) Income Taxes

(o)

Income Taxes

Income taxes are accounted for under the liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in the 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. In assessing the need for a valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If management determines that sufficient negative evidence exists (for example, if the Company experiences cumulative three-year losses in a certain jurisdiction), then management will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, management’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove more difficult to support the realization of these deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on the Company’s effective income tax rate and results. Conversely, if, after recording a valuation allowance, management determines that sufficient positive evidence exists in the jurisdiction in which a valuation allowance is recorded (for example, if the Company is no longer in a three-year cumulative loss position in the jurisdiction, and management expects to have future taxable income in that jurisdiction based upon management’s forecasts and the expected timing of deferred tax asset reversals), the Company may reverse all or a portion of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on the Company’s effective income tax rate and results in the period such determination was made.

The Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. 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.

84


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

Contracts with Multiple Performance Obligations

The Company’s revenue arrangements with certain customers may involve performance obligations consistingoutcome of examinations and assessments and in light of changing facts and circumstances, such as the deliverycompletion 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.

(p)

Revenue Recognition

IMAX brand; 3D glasses; maintenance and extended warranty services; and licensing of films. Theater Systems

The Company evaluates alleach of the performance obligations in an IMAX Theater System arrangement to determine which are considered distinct, either individually or in a group, for accounting purposes and which of the deliverables represent separate 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 Theater System, which includes the Guarantees Topic of the 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 transaction price 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,machine; (ii) services associated with the IMAX Theater 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 be,market the theater. The System Obligation, as a group, is a distinct performance obligation, and a single unit of accounting (the “System Obligation”). When an arrangement does not include all the performance obligations of a System Obligation, the performance obligations of the System Obligation included in the arrangement are considered by the Company to be a grouped distinct performance obligation and a single unit of accounting.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 Theater System arrangements also include a requirement for the Company to provide maintenance services and an extended warranty over the life of the arrangement in exchange for an annual maintenance fee, which is subject to a consumer price index increase on renewal each year. Consideration related to the provision of maintenance services is included in the allocation of the transaction price to the separate performance obligations in the arrangement at contract inception, as discussed in more detail below. The Company’s maintenance services are a stand ready obligation and, as a result, are recognized on a straight-line basis over the contract term.

The transaction price in an IMAX Theater System arrangement is allocated to each good or service that is identified as a separate performance obligation based on estimated standalone selling prices. This allocation is based on observable prices when the Company sells the good or service separately. The Company has established standalone prices for the System Obligation and maintenance and extended warranty services, as well as for film license arrangements. The Company uses an adjusted market assessment approach for separate performance obligations that do not have standalone selling prices or third-party evidence of estimated standalone selling prices. The Company considers multiple factors including its historical pricing practices, product class, market competition and geography.

IMAX Theater System arrangements involve either athe lease or athe sale of the theater system.an IMAX Theater System. The transaction price for the System Obligation, other than for thoseIMAX Theater 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 Theater System includes indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the customer based on a 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 theater, which are considered contingent payments. The Company’sdeveloped using historical data for the theater and, if necessary, comparable theaters and territories(see “Constraints on the Recognition of Variable Consideration” below). Transfer of control of the System Obligation occurs at the earlier of client acceptance of the installation of the IMAX Theater System, including projectionist training, and the opening of the theater to the public, as discussed in more detail below.

IMAX Theater System arrangements 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

84


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.

Transaction price 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 Obligation, 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.85


Sales Arrangements

For IMAX Theater System arrangements qualifyingthat qualify as sales,a sale, the revenuetransaction price allocated to the System Obligation 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 signifying transfer of control 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.

The initial revenue recognized in a sales arrangement consists of payments made before and in connection with the initial payments receivedinstallation of the IMAX Theater System and the present value of any future initial payments, including ongoing fixed minimum ongoing payments, which are subject to indexed increases over the term of the arrangement, and an estimate of future variable consideration (future CPI andpotential additional payments in excess ofowed by the minimums incustomer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the case of full sale arrangements orcustomer based on a percentage of ongoingtheir box office inreceipts over the caseterm of hybrid sales arrangements)the arrangement. Potential payments based on the future box office receipts of the customer are considered to be variable consideration. An estimate of the present value of such variable consideration is recognized as revenue upon the transfer of control of the System Obligation to the customer, subject to constraints to ensure that have been attributed to this unitthere is not a risk of accounting.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. TransactionThe transaction price agreed to for these lease buyouts is includedreflected in revenues from equipment and product sales.the Company’s Consolidated Statements of Operations within Revenues – Technology Sales.

Taxes assessed by governmental authorities that are both imposed on and concurrent with the specific revenue-producing transactions and collected by the Company have been excluded from the measurement of the transaction prices discussed above.

Lease ArrangementsConstraints 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 usesreviews its variable consideration assets on at least a quarterly basis considering recent box office performance and, when applicable, updated box office projections for future periods. The relevant accounting guidance identifies the Leases Topicfollowing examples of FASB ASCsituations 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 evaluate whether an arrangement is a lease withinarrangements for the scopesale of IMAX Theater Systems which include indexed minimum payment increases over the term of the accounting standard. Transactions accountedarrangement, as well as the potential for underadditional payments owed by the Leases Topic of FASB ASCcustomer if certain minimum box office receipt thresholds are not within the scope of Topic 606. Arrangements not within the scopeexceeded. In addition, hybrid sales arrangements include variable consideration based on a percentage of the accounting standardcustomer’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 accounted for either as a sales or services arrangement, as applicable.

easily accessible. For lease arrangements,each contract subject to an indexed minimum payment increase, the Company determinesestimates the classificationmost 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.

86


Variable consideration related to the level of the customer’s box office receipts is outside of the Company’s control as it is dependent upon the future commercial success of the films released to the IMAX network. The estimated variable consideration initially recognized by the Company is based on management’s box office projections for the theater, which are developed using historical box office data for that theater and, if necessary, comparable theaters and territories. Using this data, management applies its understanding of these theater markets to estimate the most likely amount of variable consideration to be earned over the term of the arrangement. Management then applies a constraint to this estimate by reducing the projection by a percentage factor for theaters or markets with no or limited historical box office experience. In cases where direct historical experience can be observed, average historical box office results, eliminating significant outliers, is used. The resulting amount of variable consideration is then recorded at its present value as of the date of recognition using a risk-weighted discount rate.

Lease Arrangements

As a lessor, the Company provides IMAX Theater Systems to customers through long-term lease arrangements. Under these arrangements, in accordance withexchange for providing the Lease Topic of FASB ASC. IMAX Theater System, the Company earns fixed upfront and ongoing consideration. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the equipmentIMAX Theater 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 Obligation is recognized when the lease term commences, which the Company deems to be when all of the following conditions have been met: (i) the projector, sound system, and screen system have been installed and are in full working condition;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

85


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 arrangementsOn April 10, 2020, the FASB staff issued a question-and-answer document to address stakeholder questions on the application of the lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic. The guidance allows concessions related to the timing of payments, where the total consideration has not changed, to not be accounted for as lease modifications. Instead, any such concessions can be accounted for as if no change was made to the contract or as variable lease payments. Entities do not have to adopt the FASB relief guidance for all lease concessions related to the effects of the COVID-19 pandemic and can choose to apply the FASB relief guidance consistently to leases with upfront payments that qualifysimilar characteristics and in similar circumstances and should apply reasonable judgment in doing so. The Company elected to account for classificationany such lease concessions as if no change was made to the underlying contracts except for the sales-type leases of which IMAX China is a lessor as they are recognizedin different economic environments. The lease concessions for these sales-type leases were accounted for 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.modification guidance.

87


Finance Income

Finance income, which includes the accretion of variable consideration under ASC Topic 606,Income 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 incomeRevenue recognition ceases whenrelated to the Company determines thattheater 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 Theater System after installation are treated as a separate performance obligations,obligation, if and when the Company is requested to perform these services. Revenue is recognized for these services once they have been provided.

Cost and Expenses Applicable to Revenues – Technology Sales

Cost and Expenses Applicable to Revenues – Technology Sales relates to sales and sales-type leases of Equipment and Product Sales

IMAX Theater systemsSystems 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 Theater Systems under sales 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 $2.0 million in 2018 (2017 — $2.7 million; 2016 — $3.3 million). The costthe Consolidated Statements of equipment and product sales prior to direct selling costs was $52.9 million in 2018 (2017 — $45.5 million; 2016 — $66.5 million).Operations upon the client acceptance of the IMAX Theater System. The Company may have warranty obligations at or after the time revenue is recognized which require the replacement of certain parts that do not affect the functionality of the theater system or services. The costs for warranty obligations for known issues are accrued as charges to 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.

Cost ofand Expenses Applicable to Revenues – Technology Rentals

For theater systemsCost and other equipment subjectExpenses Applicable to an operating lease or placed in a theater operators’ venue under aRevenues – Technology Rentals relates to joint revenue sharing arrangement,arrangements classified as operating leases, and primarily includes the costdepreciation of theater 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). After the adoption of FASB ASC Topic 606,Cost and Expenses Applicable to Revenues – Technology Rentals. Sales commissions continuerelated to bethese 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 $0.9 million in 2018 (2017 — $1.6 million; 2016 — $1.8 million). Direct advertising and marketing costs for each theater are charged to costsCosts and expenses applicableExpenses Applicable to revenues-rentalsRevenues – Technology Rentals as incurred. These costs totaled $2.1 million in 2018 (2017 — $2.6 million; 2016 — $0.9 million).

Terminations, Consensual Buyouts and Concessions

The Company enters into theater systemIMAX Theater System arrangements with customers that contain customer payment obligations prior to the scheduled installation of the theater system. During the period of time between signing and the installation of the theater system,IMAX Theater System, which may extend several years, certain customers may be unable to, or may elect not to, proceed with the theater system installation for a number of reasons including business considerations, or the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation, the arrangement may be terminated under the default provisions of the arrangement or by mutual agreement between the Company and the customer (a “consensual buyout”). Terminations by default are situations when a customer does not meet the payment obligations under an arrangement and the Company retains the

86


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 Theater System configuration that havehas not yet been installed to arrangementsan arrangement to acquire or lease thea different type of IMAX digital theater system.Theater 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. 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.arrangement.

88


The Company may offer certain incentives to customers to complete theater systemIMAX Theater System transactions including payment concessions or free services and products such as film licenses or 3D glasses. Reductions in, and deferral of, payments are taken into account in determining the 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 an arrangement with multiple performance obligations or as a separately priced contract. Revenues related to these services are deferred and recognized on a straight-line basis over the contract period and are recognized within Revenues – Image Enhancement and Maintenance Services in Services revenues.the Consolidated Statements of Operations. Maintenance and extended warranty services includes maintenance of the customer’s equipment and replacement parts. Under certain maintenance arrangements, maintenance services may include additional training services to the customer’s technicians. All costs associated with this maintenance and extended warranty program are expensed as incurred. A loss on maintenance and extended warranty services is recognized if the expected cost of providing the services under the 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.

Film Production and IMAX DMR Services

In an IMAX DMR arrangement, the Company receives a percentage of the box office receipts from a third party who owns the copyright to a film in exchange for converting the film into IMAX DMR format and distributing it through the IMAX network. In these arrangements, although the Company does not hold rights to the intellectual property in the form of the film content, it is compensated for the application of its intellectual property in the form of its patented DMR processes to create new intellectual property in the form of an IMAX DMR version of film. Revenues associated with IMAX DMR arrangements qualify for the variable consideration exemption for sales- or usage-based royalties in the relevant accounting guidance and are recognized within Revenues – Image Enhancement and Maintenance Services in the period when the corresponding box office sales occur.

Losses on IMAX DMR services are recognized as Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services in the period when it is determined that the Company’s estimate of total revenues to be realized by the remastered film will not exceed the corresponding cost of IMAX DMR services.

Film Production Services

In certain film arrangements, the Company produces a film financed by third parties whereby the third party retains the copyright and the Company obtains exclusive distribution rights. Under these arrangements, the Company is entitled to receive a fixed fee or 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 $16.5 million in 2018 (2017 — $15.4 million; 2016 — $17.5 million) and are recorded in costsCosts and expenses applicableExpenses Applicable to revenues-servicesRevenues – Image Enhancement and Maintenance Services as incurred.

Revenue from film production services where the Company does not hold the associated distribution rights are recognized in Revenues – Image Enhancement and Maintenance Services revenues when performance obligations associated with the contractual service 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 obligations of the relatedre-mastering service are satisfied. 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.

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 production and the cost of IMAX DMR services.production.

89


87


Film Distribution Services

In a Film Distribution arrangement, the Company distributes large-format documentary films, primarily to institutional theaters, and distributes exclusive entertainment experiences ranging from live performances to interactive events with leading artists and creators. Revenue from the licensing of films qualifies for the variable consideration exemption for sales- or usage-based royalties in the relevant accounting guidance and is recognized inwithin Revenues – Image Enhancement and Maintenance Services revenues when all performance obligations have been satisfied, which includes the completion and delivery of the film and the commencement of the license period. WhenIn situations when film license fees are based on a percentage ofbox-office receipts, revenue is recognized whenbox-office receipts are reported by exhibitors.the exhibitor. Film exploitation costs, including advertising and marketing, totaled an expense of $2.2 million in 2018 (2017 — recovery of $0.7 million; 2016 — expense of $2.2 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 completed.

(q)

Leases

As a lessee, the Company’s lease arrangements principally involve office and warehouse space, which are satisfied.

classified as operating leases. The corresponding operating lease right-of-use (“ROU”) assets and liabilities are recorded within Property, Plant and Equipment and Accrued and Other

Liabilities in the Company’s Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The incremental borrowing rate used in the calculation of the Company’s lease liabilities is based on the location of each leased property. NaN 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 recognizes revenue in Services revenues fromhas determined that it is reasonably certain that the renewal options on 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 goerswarehouse leases will be exercised based on fixed prices per seatprevious history, its current understanding of future business needs, and its level of investment in the leasehold improvements, among other factors. The depreciable lives of ROU assets and related leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or per concession item.

In addition,material restrictive covenants. The Company rents or subleases certain office space to third parties, which have a remaining term of less than 12 months and are not expected to be renewed. When there are modifications to the lease agreements, the Company enters into commercial arrangements with third party theater owners resultingremeasures the lease liabilities to reflect changes to lease payments and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets. Amortization of ROU assets and interest on lease liabilities are included within Selling, General and Administrative Expenses in the sharingCompany’s Consolidated Statements of profits and losses which are recognized in Services revenues when reported by such theaters. The Company also provides management services to certain theaters and recognizes revenue over the term of such services.

Revenues on camera rentals are recognized in Rental revenues over the rental period.

Revenue from the sale of 3D glasses is recognized in Equipment and product sales revenue when the 3D glasses have been deliveredOperations. (See Note 6 for additional information related to the customer.Company’s operating leases.)

Other service revenues are recognized in Service revenues when the performance of contracted services is complete.

(n) Research and Development

(r)

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) Foreign Currency Translation

(s)

Foreign Currency Translation

Monetary assets and liabilities of the Company’s operations whichthat are denominated in currenciesa currency other than the entity’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 and reported on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Income until the subsidiary is sold or liquidated, at which point the adjustments are recognized in Consolidated Statements of Operations.

90


Foreign currency derivatives are recognized and measured in the 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 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.

(t)

Share-Based Compensation

88


(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 compensation is recognized, performance stock units (“PSUs”) and other awards. A separate stock option plan, 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.

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.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 15(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 utilizes

(See 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.grant or the average closing price of the Company’s common shares for five days prior to the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the requisite service period in the Company’s Consolidated Statements of Operations. The Company’s RSUs are classified as equity.

Performance Stock Units

The Company grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance versus the established EBITDA and share-price targets. The Company’s PSUs are classified as equity.

91


The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the requisite service period.

The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the dollar value of the PSUs granted.

The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood and timing of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period such determination is made.

Share-Based Payment Awards 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.

 

89

(u)

Pension Plans and Postretirement Benefits


(q) 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, 2018,2021, 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 Income. Amounts recognized in accumulated other comprehensive incomeAccumulated Other Comprehensive Income 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% 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, 20182021 was 1.0 year.

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 Income. Amounts recognized in accumulated other comprehensive income (loss)Accumulated Other Comprehensive Income including unrecognized actuarial gains or losses are adjusted as they are subsequently recognized within Retirement Benefits Non-Service Expense in the consolidated statementConsolidated Statements of operationsOperations.

(v)

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 14(f)Note 16(d).

92


90


3. New4.  Recently Issued Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The purpose of ASU 2020-04 is to provide optional expedients and Accounting Changesexceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of ASU 2020-04. An entity may elect to apply the amendments prospectively through December 31, 2022. The only contract held by the Company that references the London Interbank Offered Rate (LIBOR) is the Credit Agreement (as defined in Note 14), which utilizes USD LIBOR to determine the interest rate applicable to borrowings. The Credit Agreement matures on June 28, 2023, prior to the date that USD LIBOR rates will cease publication on June 30, 2023. Accordingly, the Company does not expect ASU 2020-04 to have a material effect on its Consolidated Financial Statements.

Adoption of New Accounting Policies

In July 2021, the FASB issued ASU No. 2021-05, “Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments” (“ASU 2021-05”), which requires sales-type or direct financing leases that have variable payments (that do not depend on a rate or an index) and result in a day-one loss to be classified as operating leases. When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. The Company adopted several standards on January 1, 2018, whichamendments are effective for annual periods endingbeginning after December 31, 2017, and for annual and15, 2021 including interim periods thereafter, which didwithin those periods. Early adoption is permitted. The Company has not yet adopted ASU 2021-05, but has determined that the impact of adopting this guidance will not have a material impact on its consolidated financial statements.Consolidated Financial Statements.

In 2014,November 2021, the FASB issued ASU2014-09, “Revenue from Contracts with Customers No. 2021-10, “2021-10: Government Assistance (Topic 606)”832): Disclosures by Business Entities about Government Assistance” (“ASC Topic 606”ASU 2021-10”). The Company adoptedamendments in ASU2014-09 and several associated ASUs on January 1, 2018. See note 4 for 2021-10 require annual disclosures about transactions with a further discussion of the Company’s adoption of ASC Topic 606, including its 2018 operating results under the new standard.

In March 2017, the FASB issued ASU2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changed certain presentation and disclosure requirements for employers that sponsor defined benefit pension and PRB plans” (“ASU2017-07”). The new standard required the service cost component of the net benefit cost to be in the same line item as other compensation in operating income and the other components of net benefit cost to be presented outside of operating income on a retrospective basis. The new standard was effective for fiscal years beginning after December 15, 2017. The Company has adopted this standard in January of 2018 on a retrospective basis for the presentation of the reclassification of the other components of the net benefit cost to retirement benefitsnon-service expense within income from operations before income taxes. For details regarding the components of net periodic pension costs, please refer to note 21.

Recently Issued FASB Accounting Standard Codification Updates

In February 2016, the FASB issued ASUNo. 2016-02, “Leases (Topic 842)” (“ASU2016-02”). ASC Topic 842 was subsequently amended by ASUNo. 2017-13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments” (“ASU2017-13”); ASUNo. 2018-01, “Land Easement Practical Expedient for Transition to Topic 842” (“ASU2018-01”); ASUNo. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU2018-10”); ASUNo. 2018-11, “Targeted Improvements” (“ASU2018-11”); and ASUNo. 2018-20, “Narrow-Scope Improvements for Lessors” (“ASU2018-20”). The purpose of the amendments 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, ASC Topic 842 will provide improvementsgovernment that are intended to align lessoraccounted for by applying a grant or contribution accounting with the lessee model and with updated revenue recognition guidance.

by analogy. The new standardsamendments are effective for the Company on January 1, 2019, with early adoption permitted. As a lessor, the Company has a significant portion of its revenue derived from leases, including its joint revenue sharing arrangements, and does not expect ASC Topic 842 to have a material effect on its financial statements.

The Company has inventoried its leases and continues to review its arrangements to identify any implied leases. The Company as a lessee, has entered into several leases that under ASC Topic 840 are considered operating leases and will continue to be classified as such under ASC Topic 842. The Company’s leases are primarily facility leases with various terms remaining. The Company is in the process of determining the rates to be used to discount its future performance obligation liabilities. Since these leases will continue to be operating leases, the Company does not anticipate a significant impact to its consolidated Statement of Operations.

ASC Topic 842 requires lessees to recognize leaseson-balance sheet and disclose key information about leasing arrangements. The new standard requires a lessee to recognize aright-of-use (“ROU”) asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The Company adopted the new standards on its effective date. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company will adopt the new standards on January 1, 2019 and use the effective date as its date of initial application and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Prior period financial information will not be adjusted.

The new standards also provide several optional practical expedients in transition. The company has elected the ‘package of practical expedients’, which permits an entity not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company will not elect theuse-of hindsight or the practical expedient pertaining to land easements. As a lessee, the Company expects that this standard will not have a material effect on our financial statements. While it

91


continues to assess all the effects of adoption, it currently believes the most significant effects relate to the recognition of new ROU assets and lease liabilities on its balance sheet for its various office facility operating leases; and providing significant new disclosures about its leasing activities. The Company does not expect a significant change in its leasing activities between now and adoption. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, it will not recognize ROU assets or lease liabilities. The Company will also elect the practical expedient to not separate lease andnon-lease components for all of its leases where the Company is both the lessee and the lessor.

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 Company2021. Early adoption is currently assessing the impact of ASU2016-13 on its 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 ASU2017-04 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 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.permitted. The Company will adopt this standard in January 2019ASU 2021-10 for the year ending December 31, 2022 and is not expected to have a material impact onwill provide the Company’s consolidated financial statements.required disclosures, if material.

The Company considers the applicability and impact of all recently issued FASB accounting standard codification updates. Accounting standards updates that are not noted above were assessed and determined to be not applicable or not significant to the Company’s consolidated financial statementsConsolidated Financial Statements for the periodyear ended December 31, 2018.2021.

4. Adoption of ASC Topic 606, Revenue from Contracts with Customers, effective January 1, 20185. Receivables

As discussed in note 3, in 2014 the FASB issued ASU2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. Several ASUs have been issued since the issuance of ASU2014-09. These ASUs, which modify certain sections of ASU2014-09 are intended to promote a more consistent interpretation and applicationability of the principles outlinedCompany to collect its receivables is dependent on the viability and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators, or other customers, may experience financial difficulties, such as those caused by the COVID-19 pandemic, that could result in their being unable to fulfill their payment obligations to the standard.Company.

On January 1, 2018,In order to mitigate the Company adopted ASC Topic 606, utilizing the modified retrospective transition methodcredit risk associated with its receivables, management performs an initial credit evaluation prior to entering into an arrangement with a cumulativecatch-up adjustment. Prior year amounts are presentedcustomer 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 ASC Topic 605, “Revenue Recognition” orthat plan. Changes in credit quality classification are dependent upon management approval. The Company’s internal credit quality classifications for theater operators are as follows:

Good Standing — The theater operator continues to be in good standing as payments and reporting are received on a regular basis.

Credit Watch — The theater operator has demonstrated a delay in payments, but continues to be in active communication with the Company. Theater operators placed on Credit Watch are subject to enhanced monitoring. In addition, depending on the size of the outstanding balance, length of time in arrears, and other factors, future transactions may need to be approved by management. These receivables are in better condition than those in the Pre-Approved Transactions Only category, but are not in as good condition as the receivables in the Good Standing category.

93


Pre-Approved Transactions Only — The theater operator has demonstrated a delay in payments with little or no communication with the Company. All services and shipments to the theater operator must be reviewed and approved by management. These receivables are in better condition than those in the All Transactions Suspended category, but are not in as good condition as the receivables in the Credit Watch category. In certain situations, a theater operator may be placed on nonaccrual status and all revenue recognition related to the theater may be suspended, including the accretion of finance income for Financing Receivables.

All Transactions Suspended — The theater operator is severely delinquent, non-responsive or not negotiating in good faith with the Company. Once a theater operator is classified within the All Transactions Suspended category, the theater is placed on nonaccrual status and all revenue recognitions related to the theater are suspended, including the accretion of finance income for Financing Receivables.

During the period when the accretion of Finance Income is suspended for Financing Receivables, any payments received from a customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on the billed amount, if applicable, standards effective prioris recorded to January 1, 2018. the extent of the residual cash received. Once the collectability issues are resolved and the customer has returned to being in good standing, the Company will resume recognition of Finance Income.

When a customer’s aging exceeds 90 days, the Company’s policy is to perform an enhanced review to assess collectability of the theater’s past due accounts. The over 90 days past due category may be an indicator of potential impairment as up to 90 days outstanding is considered to be a reasonable time to resolve any issues.

The Company develops an estimate of expected credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after considering management’s internal credit quality classifications, as well as macro-economic and industry risk factors. The write-off of any billed receivable balance requires the approval of management.

Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the Company is applyingdifficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect (see Note 2).

Accounts Receivable

Accounts receivable principally includes amounts currently due to the Company under theater sale and sales-type lease arrangements, contingent fees owed by theater operators as a result of box office performance, and fees for theater maintenance services. Accounts receivable also includes amounts due to the Company from movie studios and other content creators principally for digitally remastering films into IMAX formats, as well as for film distribution and post-production services.

94


The following tables summarize the activity in the Allowance for Credit Losses related to Accounts Receivable for the years ended December 31, 2021 and 2020:

 

 

Year Ended December 31, 2021

 

(In thousands of U.S. Dollars)

 

Theater

Operators

 

 

Studios

 

 

Other

 

 

Total

 

Beginning balance

 

$

8,368

 

 

$

4,481

 

 

$

1,446

 

 

$

14,295

 

Current period provision (reversal), net

 

 

793

 

 

 

(1,913

)

 

 

(332

)

 

 

(1,452

)

Write-offs

 

 

(357

)

 

 

(551

)

 

 

(19

)

 

 

(927

)

Foreign exchange

 

 

63

 

 

 

(23

)

 

 

(10

)

 

 

30

 

Ending balance

 

$

8,867

 

 

$

1,994

 

 

$

1,085

 

 

$

11,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

(In thousands of U.S. Dollars)

 

Theater

Operators

 

 

Studios

 

 

Other

 

 

Total

 

Beginning balance

 

$

3,302

 

 

$

893

 

 

$

943

 

 

$

5,138

 

Current period provision, net

 

 

5,793

 

 

 

3,393

 

 

 

522

 

 

 

9,708

 

Write-offs

 

 

(975

)

 

 

 

 

 

 

 

 

(975

)

Foreign exchange

 

 

248

 

 

 

195

 

 

 

(19

)

 

 

424

 

Ending balance

 

$

8,368

 

 

$

4,481

 

 

$

1,446

 

 

$

14,295

 

For the year ended December 31, 2021, the Company’s allowance for current expected credit losses related to Accounts Receivable decreased by $2.3 million. This decrease is principally due to improved collection experience with respect to foreign studio receivable balances, partially offset by new revenue standard onlyprovisions recorded in the period.

For the year ended December 31, 2020, the Company’s allowance for current expected credit losses related to contracts not completedAccounts Receivable increased by $9.2 million, principally reflecting a reduction in the credit quality of and heightened collection risk associated with theater and foreign movie studio accounts receivable primarily due to the COVID-19 pandemic.

Financing Receivables

Financing receivables are due from theater operators and consist of the Company’s net investment in sales-type leases and receivables associated with financed sales of IMAX Theater Systems. As of December 31, 2021 and 2020, financing receivables consist of the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Net investment in leases

 

 

 

 

 

 

 

 

Gross minimum payments due under sales-type leases

 

$

29,953

 

 

$

20,830

 

Unearned finance income

 

 

(763

)

 

 

(859

)

Present value of minimum payments due under sales-type leases

 

 

29,190

 

 

 

19,971

 

Allowance for credit losses

 

 

(798

)

 

 

(557

)

Net investment in leases

 

 

28,392

 

 

 

19,414

 

Financed sales receivables

 

 

 

 

 

 

 

 

Gross minimum payments due under financed sales

 

 

152,315

 

 

 

150,917

 

Unearned finance income

 

 

(34,244

)

 

 

(31,247

)

Present value of minimum payments due under financed sales

 

 

118,071

 

 

 

119,670

 

Allowance for credit losses

 

 

(5,414

)

 

 

(7,274

)

Net financed sales receivables

 

 

112,657

 

 

 

112,396

 

Total financing receivables

 

$

141,049

 

 

$

131,810

 

 

 

 

 

 

 

 

 

 

Net financed sales receivables due within one year

 

$

29,115

 

 

$

34,937

 

Net financed sales receivables due after one year

 

 

83,542

 

 

 

77,459

 

Total financed sales receivables

 

$

112,657

 

 

$

112,396

 

95


As of December 31, 2021 and 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s sales-type lease arrangements and financed sale receivables, as applicable, are as follows:

 

 

 

December 31,

 

December 31,

 

 

 

2021

 

2020

Weighted-average remaining lease term (in years)

 

 

 

 

 

 

 

 

 

 

Sales-type lease arrangements

 

 

 

9.6

 

 

 

 

8.3

 

 

Weighted-average interest rate

 

 

 

 

 

 

 

 

 

 

 

Sales-type lease arrangements

 

 

 

6.56

 

%

 

 

6.56

 

%

Financed sales receivables

 

 

 

8.79

 

%

 

 

8.92

 

%

The tables below provide information on the Company’s net investment in leases by credit quality indicator as of December 31, 2021 and 2020. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

 

As of December 31, 2021

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

Total

 

Net investment in leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

11,030

 

 

$

3,991

 

 

$

7,973

 

 

$

2,574

 

 

$

823

 

 

$

1,928

 

 

$

28,319

 

Credit Watch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-approved transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions suspended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

871

 

 

 

871

 

Total net investment in leases

 

$

11,030

 

 

$

3,991

 

 

$

7,973

 

 

$

2,574

 

 

$

823

 

 

$

2,799

 

 

$

29,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

 

As of December 31, 2020

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

Total

 

Net investment in leases:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

2,143

 

 

$

1,190

 

 

$

2,730

 

 

$

 

 

$

 

 

$

1,826

 

 

$

7,889

 

Credit Watch

 

 

2,005

 

 

 

7,278

 

 

 

 

 

 

988

 

 

 

 

 

 

1,047

 

 

 

11,318

 

Pre-approved transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions suspended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

764

 

 

 

764

 

Total net investment in leases

 

$

4,148

 

 

$

8,468

 

 

$

2,730

 

 

$

988

 

 

$

 

 

$

3,637

 

 

$

19,971

 

96


The tables below provide information on the dateCompany’s financed sale receivables by credit quality indicator as of initial application, referredDecember 31, 2021 and 2020. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

 

As of December 31, 2021

 

2021

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

Prior

 

 

Total

 

Financed sales receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

12,520

 

 

$

8,251

 

 

$

10,593

 

 

$

13,278

 

 

$

12,615

 

 

$

47,950

 

 

$

105,207

 

Credit Watch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

321

 

 

 

1,292

 

 

 

1,613

 

Pre-approved transactions

 

 

 

 

 

 

 

 

743

 

 

 

418

 

 

 

2,098

 

 

 

3,650

 

 

 

6,909

 

Transactions suspended

 

 

 

 

 

 

 

 

335

 

 

 

 

 

 

680

 

 

 

3,327

 

 

 

4,342

 

Total financed sales receivables

 

$

12,520

 

 

$

8,251

 

 

$

11,671

 

 

$

13,696

 

 

$

15,714

 

 

$

56,219

 

 

$

118,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

 

By Origination Year

 

 

 

 

 

As of December 31, 2020

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

 

Prior

 

 

Total

 

Financed sales receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit quality classification:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In good standing

 

$

6,830

 

 

$

5,480

 

 

$

3,547

 

 

$

3,740

 

 

$

5,072

 

 

$

12,660

 

 

$

37,329

 

Credit Watch

 

 

1,986

 

 

 

6,501

 

 

 

11,356

 

 

 

12,520

 

 

 

11,446

 

 

 

34,351

 

 

 

78,160

 

Pre-approved transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

613

 

 

 

755

 

 

 

1,368

 

Transactions suspended

 

 

 

 

 

 

 

 

 

 

 

987

 

 

 

728

 

 

 

1,098

 

 

 

2,813

 

Total financed sales receivables

 

$

8,816

 

 

$

11,981

 

 

$

14,903

 

 

$

17,247

 

 

$

17,859

 

 

$

48,864

 

 

$

119,670

 

The following tables provide an aging analysis for the Company’s net investment in leases and financed sale receivables as of December 31, 2021 and 2020:

 

 

As of December 31, 2021

 

(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

 

$

225

 

 

$

156

 

 

$

1,267

 

 

$

1,648

 

 

$

27,542

 

 

$

29,190

 

 

$

(798

)

 

$

28,392

 

Financed sales receivables

 

 

1,750

 

 

 

989

 

 

 

8,378

 

 

 

11,117

 

 

 

106,954

 

 

 

118,071

 

 

 

(5,414

)

 

 

112,657

 

Total

 

$

1,975

 

 

$

1,145

 

 

$

9,645

 

 

$

12,765

 

 

$

134,496

 

 

$

147,261

 

 

$

(6,212

)

 

$

141,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2020

 

(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

 

$

298

 

 

$

180

 

 

$

689

 

 

$

1,167

 

 

$

18,804

 

 

$

19,971

 

 

$

(557

)

 

$

19,414

 

Financed sales receivables

 

 

3,307

 

 

 

1,943

 

 

 

10,699

 

 

 

15,949

 

 

 

103,721

 

 

 

119,670

 

 

 

(7,274

)

 

 

112,396

 

Total

 

$

3,605

 

 

$

2,123

 

 

$

11,388

 

 

$

17,116

 

 

$

122,525

 

 

$

139,641

 

 

$

(7,831

)

 

$

131,810

 

97


The following tables provide information about the Company’s net investment in leases and financed sale receivables with billed amounts past due for which it continues to accrue finance income as open contracts. All systemof December 31, 2021 and 2020. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts.

 

 

As of December 31, 2021

 

(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

 

$

143

 

 

$

132

 

 

$

825

 

 

$

1,100

 

 

$

12,619

 

 

$

(176

)

 

$

13,543

 

Financed sales receivables

 

 

959

 

 

 

729

 

 

 

6,190

 

 

 

7,878

 

 

 

41,439

 

 

 

(1,413

)

 

 

47,904

 

Total

 

$

1,102

 

 

$

861

 

 

$

7,015

 

 

$

8,978

 

 

$

54,058

 

 

$

(1,589

)

 

$

61,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2020

 

(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

 

$

231

 

 

$

162

 

 

$

359

 

 

$

752

 

 

$

13,912

 

 

$

(310

)

 

$

14,354

 

Financed sales receivables

 

 

2,026

 

 

 

1,551

 

 

 

10,249

 

 

 

13,826

 

 

 

62,602

 

 

 

(4,434

)

 

 

71,994

 

Total

 

$

2,257

 

 

$

1,713

 

 

$

10,608

 

 

$

14,578

 

 

$

76,514

 

 

$

(4,744

)

 

$

86,348

 

The following table provides information about the Company’s net investment in leases and financed sale receivables that are on nonaccrual status as of December 31, 2021 and 2020:

 

 

As of December 31, 2021

 

 

As of December 31, 2020

 

(In thousands of U.S. Dollars)

 

Recorded

Receivable

 

 

Allowance

for Credit

Losses

 

 

Net

 

 

Recorded

Receivable

 

 

Allowance

for Credit

Losses

 

 

Net

 

Net investment in leases

 

$

871

 

 

$

(309

)

 

$

562

 

 

$

764

 

 

$

(18

)

 

$

746

 

Net financed sales receivables

 

 

8,642

 

 

 

(2,357

)

 

 

6,285

 

 

 

2,813

 

 

 

(1,482

)

 

 

1,331

 

Total

 

$

9,513

 

 

$

(2,666

)

 

$

6,847

 

 

$

3,577

 

 

$

(1,500

)

 

$

2,077

 

For the year ended December 31, 2021, the Company recognized $0.1 million (2020 — $0.2 million) in Finance Income related to the net investment in leases with billed amounts past due. For the year ended December 31, 2021, the Company recognized $nil (2020 – less than $0.1 million) in Finance Income related to the net investment in leases in nonaccrual status. For the year ended December 31, 2021, the Company recognized $3.7 million (2020 — $5.7 million) in Finance Income related to the financed sale receivables with billed amounts past due. For the year ended December 31, 2021, the Company recognized $0.2 million (2020 – less than $0.1 million) in Finance Income related to the financed sales receivables in nonaccrual status.

98


The following tables summarize the activity in the allowance for credit losses related to the Company’s net investment in leases and maintenance contracts withfinanced sale receivables for years ended December 31, 2021 and 2020:

 

 

Year Ended December 31, 2021

 

 

 

Net Investment

 

 

Financed

 

(In thousands of U.S. Dollars)

 

in Leases

 

 

Sales Receivables

 

Beginning balance

 

$

557

 

 

$

7,274

 

Current period provision (reversal), net

 

 

235

 

 

 

(1,947

)

Foreign exchange

 

 

6

 

 

 

87

 

Ending balance

 

$

798

 

 

$

5,414

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

 

 

 

Net Investment

 

 

Net Financed

 

(In thousands of U.S. Dollars)

 

in Leases

 

 

Sales Receivables

 

Beginning balance

 

$

155

 

 

$

915

 

Current period provision, net

 

 

451

 

 

 

6,574

 

Write-offs

 

 

(69

)

 

 

(330

)

Foreign exchange

 

 

20

 

 

 

115

 

Ending balance

 

$

557

 

 

$

7,274

 

For the existing networkyear ended December 31, 2021, the Company’s allowance for current expected credit losses related to its net investment in leases and financed sale receivables decreased $1.6 million. This decrease is principally due to the reversal of IMAXpreviously recorded credit loss expense as a result of an improving outlook for theater operators following the reopening of theaters and the backlogresumption of sales contracts make up a significant majority ofnormal film release schedules as the theatrical exhibition industry continues to recover from the COVID-19 pandemic, partially offset by new provisions recorded in the period.

For the year ended December 31, 2020, the Company’s open contracts at any pointallowance for current expected credit losses related to its net investment in time. DMR arrangements whereleases and financed sale receivables increased by $6.8 million, principally reflecting a reduction in the film continues to be shown by the Company’s exhibitor partners, film distribution arrangementscredit quality of and heightened collection risk associated with remaining terms, aftermarket sales orders that have been received but for which control of the assets has not yet transferredthese receivables primarily due to the customer are all also considered open contracts.COVID-19 pandemic.

The Company’s revenues from the sales of projection systems, provision of maintenance services,Variable Consideration Receivables

In 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 transfersvariable consideration may become due to the customer priorCompany 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 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.

92


The Company has assessed its performance obligations under its arrangements pursuant to ASC Topic 606 and has concluded that there are no significant differences between the performance obligations required to be units of account under ASC Topic 606 and the deliverables considered to be units of account under ASC Topic 605. Specifically,extent the Company has concluded that its “System Obligation”, 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; initial maintenance and extended warranty services; and potentially the licensing of films remains unchanged when considered under ASC Topic 606. The Company’s performance obligations for its DMR, maintenance, film distribution and aftermarket sales contracts remain similar to those under ASC Topic 605.

The new standard requires the Company to estimate the transaction price, including an estimate of future variable consideration, received in exchange for the goods delivered or services rendered. 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 of these contract provisions constitute variable consideration under the new standard that, subject to constraints to ensure reversal of revenues do not occur, require estimation and recognition upon transfer of control of the System Obligation to the customer, 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 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 in different territories, the Company estimates the amount of percentage payment earned over the life of the arrangement, subject to sufficient constraint such thatbelieves there is not a risk of significant revenue reversal. Under

The following table summarizes the previous recognition standard, these amounts were recognized as reported by exhibitors (or customers) in future periods. As a result, the Company has moved the hybrid sales arrangements to the traditional sales segment,activity in the current year, since the transaction price and the revenue recognition timing at transfer of control of the assets now very closely resemble those of the traditional sale arrangements.

The Company’s arrangements include a requirementAllowance for the provision of maintenance services over the life of the arrangement, subjectCredit Losses related to a consumer price index increase on renewal each year. In circumstances where customers prepay the entire term’s maintenance arrangement, payments are due to the CompanyVariable Consideration Receivables for the years after the extended warranty and maintenance services offered as part of the System Obligation expire. Payments upon renewal each year can be either in arrears or in advance, and can vary in frequency from monthly to annually. Atended December 31, 2018, $21.9 million of consideration has been deferred in relation to outstanding stand ready performance obligations related to these maintenance services. As the maintenance services are a stand ready obligation, revenue, subject to appropriate constraint, is recognized evenly over the contract term, which is consistent with past treatment. 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 Company’s DMR2021 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 DMR 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. As the arrangements do not call for variable consideration and recognition of revenues transfer at the time of provision of service or transfer of control of goods as appropriate.

In instances where consideration is received prior to performance obligations being satisfied, it is deferred. The majority of the Company’s deferred revenue balance relates to payments for theatre systems that have not yet been recognized. The deferred revenue related to an individual theatre increases as progress payments are made, and is recognized at the time the system obligation is satisfied. Recognition dates are variable and depend on numerous factors, including some outside of the Company’s control.

93


The recognition of variable consideration involves a significant amount of judgment. ASC Topic 606 requires variable consideration to be recognized subject to appropriate constraints to avoid a significant reversal of revenue in future periods. The standard identifies several examples of situations where constraining variable consideration would be appropriate:

2020:

The amount of consideration is highly susceptible to factors outside the entity’s influence

 

 

Year Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Beginning balance

 

$

1,887

 

 

$

 

Current period (reversal) provision, net

 

 

(787

)

 

 

1,875

 

Foreign Exchange

 

 

(18

)

 

 

12

 

Ending balance

 

$

1,082

 

 

$

1,887

 

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

The Company 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

The Company recorded an increase to opening retained earnings of $27.2 million, net of tax, as of January 1, 2018 due to the cumulative impact of adopting ASC Topic 606, with the impact primarily related to revenue from its theater system business. The impact to revenues as a result of applying ASC Topic 606 was an increase of $1.5 million forFor the year ended December 31, 2018.

The2021, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables decreased by $0.8 million. This decrease is principally due to the reversal of previously recorded credit loss expense as a result of an improving outlook for theater operators following table presents the impacted financial statement line itemsreopening of theaters and the resumption of normal film release schedules as the theatrical exhibition industry begins to recover from the COVID-19 pandemic, partially offset by new provisions recorded in the period.

For the year ended December 31, 2020, the Company’s consolidated statementallowance for current expected credit losses related to Variable Consideration Receivables increased by $1.9 million, principally reflecting a reduction in the credit quality of operations:and heightened collection risk associated with Variable Consideration Receivables primarily due to the COVID-19 pandemic.

99

  Year Ended December 31, 2018 
(in thousands of U.S. dollars, except per share amounts) Pre-adoption of
ASC Topic 606
  ASC Topic 606
Adjustments
  As
reported
 

Revenues

 $        372,935  $        1,466  $        374,401 

Provision for income taxes

  (9,195  (323  (9,518

Net income

  32,452   1,143   33,595 

Less: net income attributable tonon-controlling interests

  (10,590  (161  (10,751

Net income attributable to common shareholders

  21,862   982   22,844 

Net income per share attributable to common shareholders—basic and diluted

  0.34   0.02   0.36 

 

946.  Lease Arrangements

(a)

IMAX Corporation as a Lessee


The following table presents the impactCompany’s operating lease arrangements principally involve office and warehouse space. Office equipment is generally purchased outright. Leases with an initial term of ASC Topic 606less than 12 months are not recorded on the Company’s revenues by reportable segment:

   Year Ended December 31, 2018 
   Pre-adoption of   ASC Topic 606   As 
   ASC Topic 606   Adjustments   reported 

Network business

      

IMAX DMR

  $110,793   $—     $110,793 

Joint revenue sharing arrangements – contingent rent(1)

   76,980    (3,609   73,371 

IMAX systems – contingent rent(1)

   2,317    (2,317   —   
  

 

 

   

 

 

   

 

 

 
   190,090    (5,926   184,164 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems

      

Sales and sales-type leases(2)(4)

   77,574    10,858    88,432 

Ongoing fees and finance income(3)

   10,555    1,669    12,224 

Joint revenue sharing arrangements – fixed fees(4)

   14,841    (5,135   9,706 

Theater system maintenance

   49,684    —      49,684 

Other theater

   8,358    —      8,358 
  

 

 

   

 

 

   

 

 

 
   161,012    7,392    168,404 
  

 

 

   

 

 

   

 

 

 

New business

   5,769    —      5,769 
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   9,516    —      9,516 

Film distribution

   3,446    —      3,446 

Other

   3,102    —      3,102 
  

 

 

   

 

 

   

 

 

 
   16,064    —      16,064 
  

 

 

   

 

 

   

 

 

 

Total

  $          372,935   $          1,466   $          374,401 
  

 

 

   

 

 

   

 

 

 

(1)

Contingent rent of $3.6 million in the year ended December 31, 2018, related to theater systems under hybrid sales arrangementsConsolidated Balance Sheets and $2.3 million in the year ended December 31, 2018 related to theater systems under sales arrangements was recognized in the Company’s transition adjustment.

(2)

Variable consideration of $5.8 million in the year ended December 31, 2018 relating to theater systems recognized as sales or hybrid sales was recognized as part of the System Obligation in the respective period.

(3)

Finance income of $1.7 million in the year ended December 31, 2018 was recognized on the future consideration related to contracts.

(4)

Fixed consideration of $5.1 million in the year ended December 31, 2018 related to the recognition of theater systems under hybrid sales arrangements was reclassified to Sales and sales-type leases.

95


Upon adoption of ASC Topic 606 the Company has evaluated its revenue streams by reportable segment and scoped outrelated lease arrangements in accordance withexpense is recognized on a straight-line basis over the standard. The following table presents a breakdown of the Company’s revenues whereby fixed and variable consideration are subject to the new standard:

   Year Ended December 31, 2018 
   Subject to the New Revenue
Recognition Standard
   Subject to the
Lease
Standard
     
   Fixed
consideration
   Variable
consideration
   Lease
arrangements
   Total 

Network business

        

IMAX DMR

  $—     $        110,793   $—     $        110,793 

Joint revenue sharing arrangements – contingent rent

   —      —      73,371    73,371 

IMAX systems – contingent rent

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   —      110,793    73,371    184,164 
  

 

 

   

 

 

   

 

 

   

 

 

 

Theater business

        

IMAX systems

        

Sales and sales-type leases

   82,128    6,304    —      88,432 

Ongoing fees and finance income

   12,224    —      —      12,224 

Joint revenue sharing arrangements – fixed fees

   9,706    —      —      9,706 

Theater system maintenance

   49,684    —      —      49,684 

Other theater

   8,358    —      —      8,358 
  

 

 

   

 

 

   

 

 

   

 

 

 
   162,100    6,304    —      168,404 
  

 

 

   

 

 

   

 

 

   

 

 

 

New business

   4,050    1,719    —      5,769 
  

 

 

   

 

 

   

 

 

   

 

 

 
        

Other

        

Film post-production

   9,516    —      —      9,516 

Film distribution

   —      3,446    —      3,446 

Other

   50    3,052    —      3,102 
  

 

 

   

 

 

   

 

 

   

 

 

 
   9,566    6,498    —      16,064 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $        175,716   $125,314   $        73,371   $374,401 
  

 

 

   

 

 

   

 

 

   

 

 

 

The following table presents the impact from the adoption of ASC Topic 606 on the Company’s assets and liabilities in the consolidated balance sheet:

   Balance at       Balance at 
   December 31,   ASC Topic 606   January 1, 
   2017   Adjustments   2018 

Assets

      

Other Assets

  $26,757   $34,384   $61,141 

Deferred income taxes

   30,708    (6,436   24,272 

Shareholders’ equity

      

Accumulated deficit

   (87,592   27,213    (60,379

Non-controlling interests

   74,511    735    75,246 

The Company will review the variable interest assets on an ongoing basis.

The Company has updated the revenue recognition policies in note 2 to reflect changes with the adoption of ASC Topic 606.

96


5. Lease Arrangements

(a) General Terms of Lease Arrangements

A numberlease 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. NaN of the Company’s leases include options to purchase the leased property. The depreciable lives of right-of-use assets and related leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company rents or subleases certain office space to third parties, which have a remaining term of less than 12 months and are not expected to be renewed.

For the years ended December 31, 2021, 2020, and 2019 the components of lease expense recorded within Selling, General and Administrative expenses are as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Operating lease cost (1)

 

$

713

 

 

$

540

 

 

$

850

 

Amortization of lease assets

 

 

2,791

 

 

 

3,114

 

 

 

2,370

 

Interest on lease liabilities

 

 

937

 

 

 

1,052

 

 

 

1,102

 

Total lease cost

 

$

4,441

 

 

$

4,706

 

 

$

4,322

 

(1)  Includes short-term leases and variable lease costs, which are not significant for the years ended December 31, 2021, 2020, and 2019.

For the years ended December 31, 2021, 2020, and 2019, supplemental cash and non-cash information related to leases is as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

3,839

 

 

$

3,743

 

 

$

3,607

 

Right-of-use assets obtained in exchange for lease obligations(1)

 

$

1,047

 

 

$

563

 

 

$

17,147

 

(1)  For the year ended December 31, 2019, the right-of-use assets obtained primarily includes right-of-use assets recognized upon the adoption of ASC Topic 842, “Leases.”

As of December 31, 2021 and 2020, supplemental balance sheet information related to leases is as follows:

 

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

 

2021

 

 

2020

 

Assets

Balance Sheet Classification

 

 

 

 

 

 

 

 

Right-of-Use-Assets

Property, plant and equipment

 

$

12,132

 

 

$

13,911

 

Liabilities

Balance Sheet Classification

 

 

 

 

 

 

 

 

Operating Leases

Accrued and other liabilities

 

$

14,691

 

 

$

16,634

 

100


As of December 31, 2021 and 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s operating leases are as follows:

 

 

 

December 31,

 

 

 

 

 

2021

 

 

2019

 

 

Weighted-average remaining lease term (years)

 

 

7.0

 

 

 

7.6

 

 

Weighted-average discount rate

 

 

 

5.97

 

%

 

5.91

 

%

As of December 31, 2021, the maturities of the Company’s operating lease liabilities are as follows:

(In thousands of U.S. Dollars)

 

 

 

 

2022

 

$

3,364

 

2023

 

 

2,449

 

2024

 

 

2,226

 

2025

 

 

2,075

 

2026

 

 

2,051

 

Thereafter

 

 

5,982

 

Total lease payments

 

$

18,147

 

Less: interest expense

 

 

(3,456

)

Present value of operating lease liabilities

 

$

14,691

 

(b)

IMAX Corporation as a Lessor

The Company provides IMAX Theater Systems to customers through long-term lease arrangements that for accounting purposes are classified as sales-type leases. Under these arrangements, in exchange for providing the IMAX Theater System, the Company earns fixed upfront and ongoing consideration. Certain arrangements that are legal sales are also classified as sales-type leases as certain clauses within the arrangements limit transfer of title or provide the Company with conditional rights to the system. The customer’s rights under the Company’s sales-type lease arrangements are described in note 2(m)Note 3(p). 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 Theater System commencing on the date specified in the arrangement’s shipping terms and ending on the date the theater systems are delivered backIMAX Theater System is returned to the Company.

The Company has assessedalso provides IMAX Theater Systems to customers through joint revenue sharing arrangements. Under the naturetraditional form of itsthese arrangements, in exchange for providing the IMAX Theater System under a long-term lease, the Company earns rent based on a percentage of contingent box office receipts and, in some cases, concession revenues, rather than requiring the customer to pay a fixed upfront fee or annual minimum payments. Under certain other joint revenue sharing arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments prior to the delivery and concluded that, based on the guidance in the Revenue Recognition Topicinstallation of the ASC, the arrangements contain a lease. IMAX Theater System. Under joint revenue sharing arrangements, the customer has the ability and the right to operate the hardware components or direct others to operate them in a manner determined by the customer. The Company’s joint revenue sharing arrangements are typicallynon-cancellable for 10 years or longer with renewal provisions. Title to equipmentthe IMAX Theater 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 Theater System commencing on the date specified in the arrangement’s shipping terms and ending on the date the theater systems are delivered backIMAX Theater System is returned to the Company. See additional details regarding

101


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, 
   2018   2017 

Gross minimum lease payments receivable

  $10,499   $8,537 

Unearned finance income

   (902   (1,147
  

 

 

   

 

 

 

Minimum lease payments receivable

   9,597    7,390 

Accumulated allowance for uncollectible amounts

   (155   (155
  

 

 

   

 

 

 

Net investment in leases

   9,442    7,235 
  

 

 

   

 

 

 

Gross financed sales receivables

   155,044    162,522 

Unearned finance income

   (36,215   (39,341
  

 

 

   

 

 

 

Financed sales receivables

   118,829    123,181 

Accumulated allowance for uncollectible amounts

   (839   (922
  

 

 

   

 

 

 

Net financed sales receivables

   117,990    122,259 
  

 

 

   

 

 

 

Total financing receivables

  $127,432   $129,494 
  

 

 

   

 

 

 

Net financed sales receivables due within one year

  $26,911   $25,455 

Net financed sales receivables due after one year

  $91,079   $96,804 

In 2018, the financed sales receivables had a weighted average effective interest rate of 9.1% (2017 — 9.1%).

97


(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, 
   2018   2017   2016 

Sales

  $158   $2,613   $3,308 

Sales-type leases

   252    53    375 

Operating leases

   110    185    602 
  

 

 

   

 

 

   

 

 

 

Subtotal - sales, sales-type leases and operating leases

   520    2,851    4,285 

Joint revenue sharing arrangements

   73,343    70,779    73,976 
  

 

 

   

 

 

   

 

 

 
  $73,863   $73,630   $78,261 
  

 

 

   

 

 

   

 

 

 

(d) Future Minimum Rental Payments

Future minimum rental payments receivable from operating and sales-type leases at December 31, 2018, for each of the next five years are as follows:

   Operating Leases   Sales-Type Leases 

2019

  $166   $1,733 

2020

   69    1,639 

2021

   69    1,435 

2022

   70    1,191 

2023

   71    1,079 

Thereafter

   144    3,101 
  

 

 

   

 

 

 

Total

  $589   $10,178 
  

 

 

   

 

 

 

Total future minimum rental payments receivable from sales-type leases atand thereafter following the December 31, 2018 exclude $0.3 million2021 balance sheet date:

(In thousands of U.S. Dollars)

 

Sales-Type

Leases

 

 

Joint Revenue

Sharing Arrangements

 

2022

 

$

3,590

 

 

$

190

 

2023

 

 

3,145

 

 

 

128

 

2024

 

 

3,086

 

 

 

 

2025

 

 

2,933

 

 

 

 

2026

 

 

2,694

 

 

 

 

Thereafter

 

 

14,505

 

 

 

 

Total

 

$

29,953

 

 

$

318

 

(See Note 5 for additional information related to the net investment in leases related to the Company’s sales-type lease arrangements.)

7. Variable Consideration from Contracts with Customers

The arrangement for the sale of an IMAX Theater System includes indexed minimum payment increases over the term of the arrangement, as well as the potential for additional payments owed by the customer if certain minimum box office receipt thresholds are exceeded. In addition, hybrid sales arrangements include amounts owed by the customer based on a percentage of their box office receipts over the term of the arrangement. These contract provisions are considered to be variable consideration. An estimate of the present value of such variable consideration is recognized as revenue upon the transfer of control of the System Obligation to the customer, subject to constraints to ensure that there is not a risk of significant revenue reversal. This estimate is based on management’s box office projections for the individual theater, which represents amounts billed but not yet received.are developed using historical data for the theater and, if necessary, comparable theaters and territories. (See Note 3(p) for a more detailed discussion of the Company’s accounting policy related to variable consideration.)

The following table summarizes the activity related to variable consideration from contracts with customers for the years ended December 31, 2021, 2020, and 2019:

 

 

 

 

 

(In thousands of U.S. Dollars)

 

 

 

 

Balance as of January 1, 2019

 

$

35,985

 

Variable consideration for newly recognized sales

 

 

9,948

 

Accretion to finance income

 

 

1,936

 

True-up of variable consideration receivable

 

 

979

 

Transferred to receivables from variable consideration assets

 

 

(8,808

)

Balance as of December 31, 2019

 

 

40,040

 

Variable consideration for newly recognized sales

 

 

5,550

 

Accretion to finance income

 

 

2,133

 

Transferred to receivables from variable consideration assets

 

 

(5,310

)

Movement in allowance for credit losses (see Note 5)

 

 

(1,887

)

Balance as of December 31, 2020

 

 

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 (see Note 5)

 

 

805

 

Balance as of December 31, 2021

 

$

44,218

 

 

98


102


6.

8.  Inventories

 

 

As of December 31,

 

  As at December 31, 
  2018   2017 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Raw materials

  $29,705   $21,206 

 

$

20,551

 

 

$

30,096

 

Work-in-process

   4,733    2,601 

 

 

1,406

 

 

 

3,014

 

Finished goods

   10,122    6,981 

 

 

4,967

 

 

 

6,470

 

  

 

   

 

 

 

$

26,924

 

 

$

39,580

 

  $44,560   $30,788 
  

 

   

 

 

At

As of December 31, 2018,2021, Inventories include finished goods inventoryof $2.6 million (December 31, 2020 — $2.1 million) for which title had passed to the customer, however control hasbut the criteria for revenue recognition were not yet been transferred, and revenue was deferred amounted to $1.9 million (December 31, 2017 — $4.9 million).met as of the balance sheet date.

Inventories atThe following table summarizes the activity for the Company’s inventory valuation allowance account for the years ended December 31, 2018 include impairments2021, 2020 and write-downs for excess and obsolete inventory based upon current estimates2019:

 

 

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, 2021

 

$

5,752

 

 

$

629

 

 

$

(1,484

)

 

$

4,897

 

Year ended December 31, 2020

 

$

3,216

 

 

$

3,028

 

 

$

(492

)

 

$

5,752

 

Year ended December 31, 2019

 

$

3,885

 

 

$

446

 

 

$

(1,115

)

 

$

3,216

 

(1)  Excludes amounts charged directly to the Consolidated Statements of net realizable value considering future events and conditionsOperations of $0.3 million, (December$0.6 million, and $nil during the years ended December 31, 2017 — $0.5 million).2021, 2020 and 2019, respectively.

7.(2)  Includes the write-off of amounts previously charged to valuation allowance.

9.  Film Assets

 

 

As of December 31,

 

  As at December 31, 
  2018   2017 

Completed and released films, net of accumulated amortization of $173,812 (2017 — $158,155)

  $5,958   $3,467 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Completed and released films, net of accumulated amortization of

 

$

2,292

 

 

$

2,678

 

$218,148 (2020 ― $201,832)

 

 

 

 

 

 

 

 

Films in production

   4,500    97 

 

 

195

 

 

 

195

 

Films in development

   5,909    1,462 

 

 

1,754

 

 

 

2,904

 

  

 

   

 

 

 

$

4,241

 

 

$

5,777

 

  $16,367   $5,026 
  

 

   

 

 

The Company expects to amortize film costs$4.1 million of $11.4 million for released filmsthe Film Asset balance within three years from December 31, 2018 (December 31, 2017 — $3.4 million),2021, including $6.8$3.5 million which reflects the portion of the costs of the Company’s completed films that are expected to be amortized withinin 2022, $0.5 million in 2023, and $0.1 million in 2024. In certain film arrangements, the next year. Company co-produces a film with a third party with the third party retaining certain rights to the film. The amount of participation payments owed to third parties related to theseco-produced films that the Company expects to pay during 2019, which is included in accrued liabilities atas of December 31, 2018,2021 is $1.9$3.3 million (2017(December 31, 2020$4.5$2.7 million).

The Company recognized an impairment and is recorded on its episodic content assets, in its new business segment, of $11.7 million 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 2017Consolidated Balance Sheets within Accrued and as a result the episodic asset value was $nil as at December 31, 2017.Other Liabilities.

In 2017,2021, the Company recorded a chargeimpairment losses of $5.3$0.2 million in costs and expenses applicablerelated to revenues – services, after an assessmentthe write-down of DMR related film assets. In 2020, the Company recorded impairment losses of $10.8 million (2019 — $1.4 million) principally to write-down the carrying value of certain documentary, filmsalternative content film assets and their estimated futurebox-office was performed. No such charge was recognizedDMR related film assets due to a decrease in the year ended December 31, 2018.projected box office totals and related revenues based on management’s regular quarterly recoverability assessments.

 

99103



8.10.  Property, Plant and Equipment

 

 

As of December 31, 2021

 

  As at December 31, 2018 

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

  Cost   Accumulated
Depreciation
   Net Book
Value
 

Equipment leased or held for use

      

(In thousands of U.S. Dollars)

 

Cost

 

 

Depreciation

 

 

Value

 

Equipment leased or held for use:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Theater system components(1)(2)(3)

  $287,066   $120,273   $166,793 

 

$

 

346,517

 

 

$

 

181,936

 

 

$

 

164,581

 

Camera equipment

   5,080    3,839    1,241 

 

 

 

4,855

 

 

 

 

3,214

 

 

 

 

1,641

 

  

 

   

 

   

 

 

 

 

 

351,372

 

 

 

 

185,150

 

 

 

 

166,222

 

   292,146    124,112    168,034 
  

 

   

 

   

 

 

Assets under construction(4)

   24,327    —      24,327 

 

 

 

10,232

 

 

 

 

0

 

 

 

 

10,232

 

  

 

   

 

   

 

 

Other property, plant and equipment

      

Right-of-use assets(5)

 

 

 

14,429

 

 

 

2,297

 

 

 

12,132

 

Other property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

Land

   8,203    —      8,203 

 

 

 

8,203

 

 

 

0

 

 

 

8,203

 

Buildings

   77,468    20,012    57,456 

 

 

 

80,973

 

 

 

28,873

 

 

 

52,100

 

Office and production equipment(5)

   42,252    24,295    17,957 

Office and production equipment(6)

 

 

 

39,017

 

 

 

31,169

 

 

 

7,848

 

Leasehold improvements

   7,583    2,902    4,681 

 

 

 

8,110

 

 

 

 

4,494

 

 

 

 

3,616

 

  

 

   

 

   

 

 

 

 

 

136,303

 

 

 

 

64,536

 

 

 

 

71,767

 

   135,506    47,209    88,297 

 

$

 

512,336

 

 

$

 

251,983

 

 

$

 

260,353

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  $451,979   $171,321   $280,658 

 

As of December 31, 2020

 

  

 

   

 

   

 

 

 

 

 

 

 

 

Accumulated

 

 

Net Book

 

  As at December 31, 2017 
  Cost   Accumulated
Depreciation
   Net Book
Value
 

Equipment leased or held for use

      

(In thousands of U.S. Dollars)

 

Cost

 

 

Depreciation

 

 

Value

 

Equipment leased or held for use:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Theater system components(1)(2)(3)

  $264,259   $103,922   $160,337 

 

$

 

337,271

 

 

$

 

158,647

 

 

$

 

178,624

 

Camera equipment

   5,757    3,939    1,818 

 

 

 

5,399

 

 

 

 

4,653

 

 

 

 

746

 

  

 

   

 

   

 

 

 

 

 

342,670

 

 

 

 

163,300

 

 

 

 

179,370

 

   270,016    107,861    162,155 
  

 

   

 

   

 

 

Assets under construction(4)

   23,398    —      23,398 

 

 

 

5,660

 

 

 

 

0

 

 

 

 

5,660

 

  

 

   

 

   

 

 

Other property, plant and equipment

      

Right-of-use assets(5)

 

 

 

15,553

 

 

 

1,642

 

 

 

13,911

 

Other property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

Land

   8,203    —      8,203 

 

 

 

8,203

 

 

 

0

 

 

 

8,203

 

Buildings

   74,478    17,364    57,114 

 

 

 

80,875

 

 

 

25,921

 

 

 

54,954

 

Office and production equipment(5)

   40,442    22,164    18,278 

Office and production equipment(6)

 

 

 

40,362

 

 

 

29,156

 

 

 

11,206

 

Leasehold improvements

   10,974    3,341    7,633 

 

 

 

8,061

 

 

 

 

3,968

 

 

 

 

4,093

 

  

 

   

 

   

 

 

 

 

 

137,501

 

 

 

 

59,045

 

 

 

 

78,456

 

   134,097    42,869    91,228 

 

$

 

501,384

 

 

$

 

223,987

 

 

$

 

277,397

 

  

 

   

 

   

 

 
  $427,511   $150,730   $276,781 
  

 

   

 

   

 

 

The Company recognized asset impairment charges of less than $0.1 million (2017 — $0.3 million; 2016 — $0.2 million) against property, plant and equipment after an assessment of the carrying value of certain assets in light of their future expected cash flows.

In addition, as a result of the Company’s restructuring activities in 2018 and 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 (2017 — $3.7 million).

 

(1)

Included in theater system components are assets with costs of $8.5$7.6 million (2017(2020$8.5$7.6 million) and accumulated depreciation of $7.4$7.0 million (2017(2020 — $7.2$6.8 million) that are leased to customers under operating leases.

(2)

Included in theater system components are assets with costs of $269.8$324.3 million (2017(2020$249.0$315.4 million) and accumulated depreciation of $108.4$166.5 million (2017(2020 — $92.9$144.7 million) that are used in joint revenue sharing arrangements.

(3)

In 2018,2021, the Company recorded a chargecharges of $0.6 million in cost of sales applicable to Equipment and product sales and $0.4 million (2020 — $1.8 million; 2019 — $2.2 million) in revenue applicableCosts and Expenses Applicable to Equipment and product sales uponTechnology Rentals mostly related to the upgradewrite-down of xenon-based digital systems under joint revenue sharing arrangementsleased IMAX Xenon Theater Systems which were taken out of service in connection with customer upgrades to laser-based digital systems. No such charge was recorded in the year ended December 31, 2017.IMAX Laser Theater Systems.

(4)

Included in assets under construction are components with costs of $15.3$9.2 million (2017(2020 — $15.0$5.3 million) that will be utilized to construct assets to be used in joint revenue sharing arrangements.

100


(5)

The right-of-use assets primarily include operating leases for office and warehouse space.

(6)

Fully amortizeddepreciated office and production equipment is still in use by the Company. In 2018,2021, the Company identified and wrote off $1.3$0.5 million (2017(2020$0.4$0.9 million) of office and production equipment that is fully depreciated and no longer in use and fully amortized.use.

9.104


In 2021, the Company recorded a charge of $0.2 million (2020 — $0.2 million; 2019 — $0.2 million) reflecting Property, Plant and Equipment that was no longer in use.

11.  Other Assets

 

   As at December 31, 
   2018   2017 

Variable rent and indexed receivable(1)

  $35,985   $—   

Lease incentives provided to theaters

   10,550    7,393 

Commissions and other deferred selling expenses

   2,796    3,762 

Other investments

   3,522    3,516 

Investment in content

   1,073    2,911 

Foreign currency derivatives

   649    1,447 

Deferred charges on debt financing(2)

   —      1,131 

Investment in film business

   —      3,484 

Insurance recoverable

   —      2,708 

Other

   429    405 
  

 

 

   

 

 

 
  $55,004   $26,757 
  

 

 

   

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Lease incentives provided to theater customers, net of accumulated amortization

 

$

 

14,834

 

 

$

 

15,651

 

Commissions and other deferred selling expenses

 

 

 

1,418

 

 

 

 

2,608

 

Other investments

 

 

 

1,000

 

 

 

 

1,000

 

Foreign currency derivatives

 

 

 

184

 

 

 

 

1,979

 

Other

 

 

 

363

 

 

 

 

435

 

 

 

$

 

17,799

 

 

$

 

21,673

 

 

(1)On January 1, 2018, the Company adopted ASC Topic 606 which requires the Company to present value a future estimated variable consideration (future CPI and additional payments in excess of minimums in the case of full sale arrangements or a percentage of ongoing box office in the case of hybrid sale arrangements).
(2)Deferred charges on debt financing has been reclassed to bank indebtedness in the current year as the Company’s Credit Facility has been drawn on.

10.12.  Income Taxes

(a)

Income (Loss) Before Taxes by Jurisdiction

(a)

Income (loss) before income taxes by tax jurisdiction are comprisedfor the years ended December 31, 2021, 2020, and 2019 consists of the following:

 

 

Years Ended December 31,

 

  Years Ended December 31, 
  2018   2017   2016 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Canada

  $(14,749  $(17,261  $21,002 

 

$

 

(55,480

)

 

$

 

(104,166

)

 

$

 

884

 

United States

   (6,079   (11,895   505 

 

 

3,218

 

 

 

(6,437

)

 

 

(234

)

China

   50,446    50,410    41,224 

 

 

53,792

 

 

 

(8,253

)

 

 

51,809

 

Ireland

   8,071    3,632    (9,768

 

 

829

 

 

 

(7,473

)

 

 

17,630

 

Other

   5,916    5,125    4,890 

 

 

 

8,628

 

 

 

 

(2,795

)

 

 

 

5,247

 

  

 

   

 

   

 

 

 

$

 

10,987

 

 

$

 

(129,124

)

 

$

 

75,336

 

  $43,605   $30,011   $57,853 
  

 

   

 

   

 

 

(b)

Income Tax (Expense) Benefit

 

101


(b) The (provision) recovery of income taxes is comprisedIncome tax (expense) benefit for the years ended December 31, 2021, 2020, and 2019 consists of the following:

 

 

Years Ended December 31,

 

  Years Ended December 31, 
  2018   2017   2016 

Current:

      

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Income tax (expense) benefit – current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

  $(4,893  $(6,898  $(1,396

 

$

 

(915

)

 

$

 

555

 

 

$

 

2,369

 

United States

   1,300    267    1,756 

 

 

 

(1,038

)

 

 

488

 

 

 

595

 

China

   (11,259   (12,724   (10,131

 

 

 

(11,045

)

 

 

(1,980

)

 

 

(11,789

)

Ireland

   (1,095   (735   (405

 

 

 

(1,358

)

 

 

(1,462

)

 

 

(762

)

Other

   (494   (717   (1,093

 

 

 

(3,212

)

 

 

 

(487

)

 

 

 

(419

)

  

 

   

 

   

 

 
   (16,441)    (20,807)    (11,269) 
  

 

   

 

   

 

 

Deferred:(1)

      

Canada

   5,993    8,748    (3,583

Sub-total

 

 

 

(17,568

)

 

 

 

(2,886

)

 

 

 

(10,006

)

Income tax (expense) benefit – deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada(1)

 

 

 

(231

)

 

 

(10,801

)

 

 

(3,913

)

United States

   2,386    (7,109   (4,359

 

 

 

(1,268

)

 

 

867

 

 

 

(949

)

China

   (6   1,405    776 

China(2)

 

 

 

(381

)

 

 

(15,756

)

 

 

(18

)

Ireland

   (1,423   1,085    2,352 

 

 

 

(997

)

 

 

2,161

 

 

 

(1,923

)

Other

   (27   (112   (129

 

 

 

(119

)

 

 

 

(89

)

 

 

 

41

 

  

 

   

 

   

 

 
   6,923    4,017    (4,943
  

 

   

 

   

 

 

Provision for income taxes

  $(9,518  $(16,790  $(16,212
  

 

   

 

   

 

 

Sub-total

 

 

 

(2,996

)

 

 

 

(23,618

)

 

 

 

(6,762

)

Total(3)

 

$

 

(20,564

)

 

$

 

(26,504

)

 

$

 

(16,768

)

105


 

(1)

A valuation allowance is recorded in jurisdictions where management has determined, based on the weight of all available evidence, both positive and negative, that a valuation allowance for deferred tax assets is needed. For the year ended December 31, 2021, the Company recorded a $17.2 million valuation allowance against its deferred tax assets in Canada primarily as a result of uncertainties related to the long-term impact of the COVID-19 pandemic (2020 — $28.6 million). The $17.2 million increase in the valuation allowance recorded in 2021 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations ($14.7 million) and Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5 million).

(2)

In 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability of $19.1 million in 2020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the repatriation of any such earnings. In 2021, the deferred tax liability for the applicable foreign withholding taxes was increased by $0.5 million due to an increase in the amount of distributable historical earnings. During the year ended December 31, 2021, $20.4 million of historical earnings from a subsidiary in China were distributed and, as a result, $ 2.0 million of foreign withholding taxes were paid to the relevant tax authorities. The remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.

(3)

For the year ended December 31, 2018, the Company has not adjusted the valuation allowance from the prior year (2017 — $nil) relating to the future utilization of deductible temporary differences,2021, Income Tax (Expense) Benefit excludes a tax credits, and certain net operating loss carryforwards. Included in the provision for income taxes is the deferred tax related to amounts recorded in and reclassified from other comprehensive income in the yearbenefit of $0.3 million.million included in Other Comprehensive Income (2020 — benefit of $0.1 million; 2019 — expense of $(0.4) million).

(c)

Reconciliation of Income Tax Expense to Statutory Rates

(c) The provision forFor the years ended December 31, 2021, 2020, and 2019, the Company’s effective tax rate and income taxes from operationstax expense 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,

 

 

2021

 

2020

 

2019

(In thousands of U.S. Dollars, except rates)

 

Amount

 

 

Rate

 

Amount

 

 

Rate

 

Amount

 

 

Rate

Income tax (expense) benefit at combined statutory rates

 

$

(2,912

)

 

26.5%

 

$

34,218

 

 

26.5%

 

$

(19,964

)

 

26.5%

Adjustments resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NCI share of partnership losses

 

 

(1

)

 

0.0%

 

 

(1,229

)

 

(1.0%)

 

 

(397

)

 

0.5%

Increase in valuation allowance

 

 

(14,722

)

 

134.0%

 

 

(28,589

)

 

(22.1%)

 

 

0

 

 

0.0%

Changes to tax reserves

 

 

3,508

 

 

(31.9%)

 

 

(2,699

)

 

(2.1%)

 

 

1,418

 

 

(1.9%)

U.S. federal and state taxes

 

 

(80

)

 

0.7%

 

 

(250

)

 

(0.2%)

 

 

(300

)

 

0.4%

Withholding taxes

 

 

(4,199

)

 

38.2%

 

 

(20,943

)

 

(16.2%)

 

 

(1,071

)

 

1.4%

Income tax at different rates in foreign and other provincial jurisdictions

 

 

3,352

 

 

(30.5%)

 

 

(2,607

)

 

(2.0%)

 

 

5,019

 

 

(6.7%)

Investment and other tax credits (non-refundable)

 

 

413

 

 

(3.8%)

 

 

643

 

 

0.5%

 

 

701

 

 

(0.9%)

Changes to deferred tax assets and liabilities resulting from audit and other tax return adjustments

 

 

(5,336

)

 

48.6%

 

 

(1,219

)

 

(0.9%)

 

 

(1,998

)

 

2.7%

Other non-deductible/non-taxable items

 

 

(587

)

 

5.4%

 

 

(3,829

)

 

(3.0%)

 

 

(176

)

 

0.3%

Income tax expense

 

$

(20,564

)

 

187.2%

 

$

(26,504

)

 

(20.5%)

 

$

(16,768

)

 

22.3%

106


 

   Years Ended December 31, 
   2018   2017   2016 

Income tax provision at combined statutory rates

  $(11,555  $(7,954  $(15,330

Adjustments resulting from:

      

Stock based compensation

   (363   (295   (565

Othernon-deductible/non-includable items

   202    (717   (1,254

Decrease in valuation allowance relating to current year temporary differences

   —      —      129 

Changes to tax reserves

   (204   (1,435   1,628 

U.S. federal and state taxes

   30    (373   (767

Withholding taxes

   (1,418   (1,217   (786

Income tax at different rates in foreign and other provincial jurisdictions

   3,477    4,147    50 

Investment and other tax credits(non-refundable)

   783    1,570    2,190 

Changes to deferred tax assets and liabilities resulting from audit and other tax return adjustments

   768    (532   (1,612

(Shortfall) excess of tax benefit from realized stock-based compensation awards

   (1,232   (591   57 

Impact of changes due to U.S. Tax Act

   —      (9,323   —   

Other

   (6   (70   48 
  

 

 

   

 

 

   

 

 

 

Provision for income taxes

  $(9,518  $(16,790  $(16,212
  

 

 

   

 

 

   

 

 

 

(d)

Deferred Tax Assets and Deferred Tax Liability

 

102


(d) The netAs of December 31, 2021 and 2020, the Company’s deferred income tax asset is comprisedassets and deferred tax liability consists of the following:

 

 

As of December 31,

 

  As at December 31, 
  2018   2017 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Net operating loss carryforwards

  $3,389   $3,306 

 

$

 

21,219

 

 

$

 

17,120

 

Investment tax credit and other tax credit carryforwards

   4,829    161 

 

 

3,919

 

 

 

1,344

 

Write-downs of other assets

   1,218    1,219 

 

 

1,223

 

 

 

1,219

 

Excess of tax accounting basis in property, plant and equipment, inventories and other assets

   8,243    9,380 

Excess of tax accounting basis in various assets

Excess of tax accounting basis in various assets

 

 

13,929

 

 

 

9,692

 

Accrued pension liability

   6,125    6,406 

 

 

6,901

 

 

 

6,942

 

Accrued stock-based compensation

   2,054    3,004 

Accrued share-based compensation

 

 

7,728

 

 

 

7,350

 

Income recognition on net investment in leases

 

 

(3,368

)

 

 

(2,018

)

Other accrued reserves

   11,423    9,615 

 

 

 

8,369

 

 

 

5,120

 

  

 

   

 

 

Total deferred income tax assets

   37,281    33,091 

 

 

 

59,920

 

 

 

46,769

 

Income recognition on net investment in leases

   (5,820   (2,186
  

 

   

 

 
   31,461    30,905 

Valuation allowance

   (197   (197

 

 

(46,014

)

 

 

 

(28,786

)

  

 

   

 

 

Net deferred income tax asset

  $31,264   $30,708 
  

 

   

 

 

Deferred income tax asset net of valuation allowance

 

 

13,906

 

 

 

 

17,983

 

Deferred tax liability

 

 

 

(17,642

)

 

 

 

(19,134

)

Net deferred tax liability

 

$

 

(3,736

)

 

$

 

(1,151

)

The gross

As of December 31, 2021, deferred tax assets include a liability of $0.1$0.3 million relating to the remaining tax effect resulting from the Company’s defined benefit pension plan, the related(December 31, 2020 — $0.6 million) associated with amounts recognized within Accumulated Other Comprehensive Income, including unrealized actuarial gains and losses related to the Company’s pension and other postretirement benefit plans and unrealized net gains and losses on cash flow hedging instruments recorded in accumulated other comprehensive income.instruments.

(e)

Net Operating Loss Carryforwards

The Company recorded income tax expense of $9.5 million for the year-ended December 31, 2018. The effective tax rate for the year of 21.8% was lower than the Canadian statutory rate primarily due to income earned in Greater ChinaEstimated United States and Ireland at lower effective rates and losses recorded in Canada.

The effective tax rate for the year ended December 31, 2018 was significantly lower than the effective tax rate for December 31, 2017 of 55.9% 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 made 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%, imposing other limitations and changes that limit or eliminate various deductions, including interest expense, performance-based compensation for certain executives, and other deductions and required 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. As a result, the Company recorded a discrete tax provision charge of $9.3 million for the year ended December 31, 2017 increasing the effective tax rate for 2017 by 31.1%.

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 did not impact the Company. The Company is not expecting to be subject to the BEAT, Transition Tax or GILTI given its current legal and tax structures. The Company is eligible to expense qualifying fixed assets acquired after September 27, 2017, and was subject to the additional limitations imposed on the deductibility of executive compensation. The Company is not adversely impacted by the limitations placed on the deductibility of interest expense.

During the current reporting period, the Company finalised its accounting related to changes in the Tax Act. Among other things, the Company has finalised provisional estimates and tax calculations made under SAB 118, which included an evaluation of recent interpretations and new guidance issued. No adjustments were recognised during the year ended December 31, 2018, and the provisionalre-measurement effect on deferred taxes recorded in the prior year reflects the total effect of the changes in the Tax Act.

103


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.

Further, the Company has not provided for 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. net operating loss carryforwards of $16.0$93.2 million can be used to reduce taxable income through 2041 and $24.1$21.9 million of loss carryforwards in Ireland can be carried forward indefinitely to reduce taxable income. Additional net operating loss carryforwards of $0.4 million in Canada and Japan can be carried forward through to 2029.indefinitely. Investment tax credits and other tax credits can be carried forward to reduce income taxes payable through to 2039.2041.

(f)

Change on Indefinitely Reinvested Assertion

Income taxes are accrued for the earnings of non-Canadian affiliates and associated companies unless management determines that such earnings will be indefinitely reinvested outside of Canada.

(f) Valuation allowance

The provisionIn 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations would no longer be indefinitely reinvested. As a result, the Company recognized a deferred tax liability of $19.1 million in 2020 for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the repatriation of any such earnings. In 2021, the deferred income tax liability for the applicable foreign withholding taxes was increased by $0.5 million due to an increase in the year ended December 31, 2018 does not include an adjustment to the valuation allowance (2017 — $nil) in continuing operations.amount of distributable historical earnings. During the year ended December 31, 2018, after considering all available evidence, both positive (including recent2021, $20.4 million of historical earnings from a subsidiary in China were distributed and, historical profits, projected future profitability, backlog, carryforward periods for, and utilizationas a result, $2.0 million of net operating loss carryovers andforeign withholding taxes were paid to the relevant tax credits, discretionary deductions and other factors) and negative (including cumulative losses in past years and other factors), it was concluded that the existing valuation allowance against the Company’s deferred tax assets was appropriate (2017authorities (2020 — $nil). The $0.2remaining deferred tax liability on the Company’s Consolidated Balance Sheets as of December 31, 2021 is $17.6 million.

107


(g)

Valuation Allowance

As of December 31, 2021, the Company’s Consolidated Balance Sheets include net deferred income tax assets of $13.9 million, (2017net of a valuation allowance of $46.0 million (December 31, 2020 — $0.2$18.0 million, net of a valuation allowance of $28.8 million) balance. For the years ended December 31, 2021 and 2020, the Company recorded a valuation allowance of $17.2 million and $28.6 million, respectively, where management cannot reliably forecast that sufficient future tax liabilities will arise in specific jurisdictions, which includes the long-term impact of the COVID-19 pandemic. The $17.2 million increase in the valuation allowance asrecorded in 2021 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations ($14.7 million) and Shareholders’ Equity on the Company’s Consolidated Balance Sheets ($2.5 million). The $28.6 million increase in the valuation allowance recorded in 2020 is reflected within Income Tax Expense in the Company’s Consolidated Statements of Operations. The valuation allowance is expected to reverse at the point in time when management determines it is more likely than not that the Company will incur sufficient tax liabilities to allow it to utilize the deferred tax assets against which the valuation allowance is recorded. Despite the valuation allowance recorded against its deferred tax assets, the Company remains entitled to benefit from tax attributes which currently have a valuation allowance applied to them.

(h)

Uncertain Tax Positions

As of December 31, 2018 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 $0.2 million related to reserves for income taxes, of which $nil was recorded directly to retained earnings. As at December 31, 20182021 and December 31, 2017,2020, the Company had total tax reserves (including interest and penalties) of $16.1$13.9 million and $15.9$17.4 million, respectively, for deductibility of stock-based compensation, international withholding taxes and other items. Approximately $16.1 million of thevarious uncertain tax reserves 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’sCompany'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, 2021, the Company recorded a net decrease of the beginning and ending amount of tax$2.1 million related to reserves (excluding interest and penalties) for the years ended December 31 is as follows:income taxes (2020 — $0.6 million, 2019 — $1.4 million).

   Years Ended December 31, 
   2018   2017   2016 

Balance at beginning of the year

  $15,927   $12,593   $14,221 

Additions based on tax positions related to the current year

   4,329    3,639    314 

Reductions for tax positions of prior years

   (170   (195   (500

Reductions resulting from lapse of applicable statute of limitations and administrative practices

   (3,950   (110   (1,442
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

  $16,136   $15,927   $12,593 
  

 

 

   

 

 

   

 

 

 

The 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 $0.1reversed $1.4 million in potential interest and penalties associated with its provision for uncertain tax positions for the years ended December 31, 2018 (20172021 (2020less than $0.1 million expense; 2016expensed $3.3 million; 2019less than $0.1 million recovery)expensed $0.2 million).

The following table presents a reconciliation of the beginning and ending amount of tax reserves (excluding interest and penalties) for the years ended December 31, 2021, 2020, and 2019:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Balance at beginning of the year

 

$

 

14,076

 

 

$

 

14,718

 

 

$

 

16,136

 

Additions based on tax positions related to the current year

 

 

 

37

 

 

 

 

2,301

 

 

 

 

812

 

Reductions for tax positions of prior years

 

 

 

(991

)

 

 

 

 

 

 

 

(2,230

)

Reductions resulting from lapse of applicable statute of limitations and

administrative practices

 

 

 

(1,183

)

 

 

 

(2,943

)

 

 

 

 

Balance at the end of the year

 

$

 

11,939

 

 

$

 

14,076

 

 

$

 

14,718

 

The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s majorCompany's taxing jurisdictions include Canada, the province of Ontario, the United States (including multiple states), Ireland, and China. In 2021, the Canadian tax authorities denied the Company’s deduction of certain foreign taxes accrued in 2015, but not yet paid as discussions with the local authorities are ongoing. This resulted in the payment of $8.9 million in income taxes and $1.6 million in associated interest to the Canadian tax authorities in the fourth quarter of 2021. The Company has filed a waiver with the Canadian tax authorities in respect of 2015 so that when the foreign taxes are paid, the Company would be entitled to receive a refund of the $8.9 million in tax, which is recorded on the Company’s Consolidated Balance Sheets within Accounts Receivable, and the $1.6 million in associated interest.

The Company’s 2015Company's 2017 through 20172021 tax years remain subject to examination by the IRS for U.S.United States federal tax purposes, and the 20062016 through 2008 and 2014 through 20172021 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.

108


(i)

Income Tax Effect on Other Comprehensive Income

104


Cash held outside of North America as atFor the years ended December 31, 2018 was $121.9 million (December 31, 2017 — $119.4 million), of which $54.7 million was held in the People’s Republic of China (“PRC”) (December 31, 2017 — $32.6 million). The Company’s intent is to permanently reinvest these amounts outside of Canada2021, 2020, 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 $8.4 million.

(h) 2019, Income tax effect on comprehensive income

The income tax benefit (expense)Tax Benefit (Expense) related to the following items included in other comprehensive income (loss) are:components of Other Comprehensive Income is as follows:

   Years Ended December 31, 
   2018   2017   2016 

Unrealized defined benefit plan actuarial gain

  $(379  $(262  $(41

Unrealized postretirement benefit plans actuarial gain

   (23   (32   (48

Amortization of postretirement benefit plan actuarial loss

   —      —      (18

Unrealized net gain (loss) from cash flow hedging instruments

   581    (667   (271

Realization of cash flow hedging net (gain) loss upon settlement

   107    215    (802
  

 

 

   

 

 

   

 

 

 
  $286   $(746  $(1,180
  

 

 

   

 

 

   

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Unrealized defined benefit plan actuarial (gain) loss

 

$

 

(37

)

 

$

 

276

 

 

$

 

(42

)

Unrealized postretirement benefit plans actuarial (gain) loss

 

 

 

(35

)

 

 

 

92

 

 

 

 

0

 

Prior service cost arising during the period

 

 

 

0

 

 

 

 

0

 

 

 

 

145

 

Amortization of prior service cost

 

 

 

(48

)

 

 

 

(23

)

 

 

 

(26

)

Unrealized change in cash flow hedging instruments

 

 

 

(123

)

 

 

 

(132

)

 

 

 

(145

)

Realized change in cash flow hedging instruments

 

 

 

446

 

 

 

 

(158

)

 

 

 

(310

)

Reclassification of unrealized change in ineffective cash flow hedging instruments

 

 

 

83

 

 

 

 

0

 

 

 

 

0

 

 

 

$

 

286

 

 

$

 

55

 

 

$

 

(378

)

 

105


11.13.  Other Intangible Assets

 

 

As of December 31, 2021

 

  As at December 31, 2018 

 

 

 

 

Accumulated

 

 

Net Book

 

  Cost   Accumulated
Amortization
   Net Book
Value
 

(In thousands of U.S. Dollars)

 

Cost

 

 

Amortization

 

 

Value

 

Patents and trademarks

  $12,266   $7,871   $4,395 

 

$

 

12,834

 

 

$

 

9,406

 

 

$

 

3,428

 

Licenses and intellectual property

   26,168    8,972    17,196 

 

 

26,168

 

 

 

13,642

 

 

 

12,526

 

Internal use software

   21,528    9,264    12,264 

 

 

28,571

 

 

 

21,544

 

 

 

7,027

 

Other

   548    308    240 

 

 

 

598

 

 

 

 

499

 

 

 

 

99

 

  

 

   

 

   

 

 

 

$

 

68,171

 

 

$

 

45,091

 

 

$

 

23,080

 

  $60,510   $26,415   $34,095 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

 

 

As of December 31, 2020

 

 

 

 

 

Accumulated

 

 

Net Book

 

  As at December 31, 2017 
  Cost   Accumulated
Amortization
   Net Book
Value
 

(In thousands of U.S. Dollars)

 

Cost

 

 

Amortization

 

 

Value

 

Patents and trademarks

  $12,184   $7,710   $4,474 

 

$

 

12,714

 

 

$

 

8,878

 

 

$

 

3,836

 

Licenses and intellectual property

   21,721    7,800    13,921 

 

 

26,168

 

 

 

12,182

 

 

 

13,986

 

Internal use software

   18,682    6,257    12,425 

 

 

25,009

 

 

 

17,568

 

 

 

7,441

 

Other

   597    206    391 

 

 

 

1,445

 

 

 

 

463

 

 

 

 

982

 

  

 

   

 

   

 

 

 

$

 

65,336

 

 

$

 

39,091

 

 

$

 

26,245

 

  $53,184   $21,973   $31,211 
  

 

   

 

   

 

 

Fully amortized other intangible assets are still in use by the Company. In 2018,2021, the Company identified and wrote off $0.2$0.1 million (2017(2020$0.1$0.2 million) of patents and trademarks that are no longer in use.

During 2018,2021, the Company acquired $8.7capitalized $4.1 million in other intangible assets, which mainly includes additions of $4.8 million in intellectual property related to its laser-based projection systems and a $2.8 million investment in the Company’sdevelopment of internal use software. The net book value of thesesoftware, as well as additions in patents and trademark and other intangible assets was $7.6 million as at December 31, 2018.(2020 — $2.8 million). The weighted average amortization period for these additions is 4.1 years.2.3 years (2020 — 6.6 years). The net book value of the other intangible assets capitalized in 2021 was $3.9 million as of December 31, 2021 (2020 — $2.6 million).

During 2018,2021, the Company incurred costs of $0.3$0.1 million to renew or extend the term of acquired patents and trademarks which were recorded in selling, generalSelling, General and administrativeAdministrative expenses (2017(2020 — $0.4 million).

109


The estimated amortization expense for each of the next five years endedfollowing the December 31, are2021 balance sheet date is as follows:

 

2019

  $4,729 

2020

   4,729 

2021

   4,729 

2022

   4,729 

2023

   4,729 

(In thousands of U.S. Dollars)

 

 

 

 

 

2022

 

$

 

6,225

 

2023

 

 

 

6,225

 

2024

 

 

 

4,899

 

2025

 

 

 

2,056

 

2026

 

 

 

1,704

 

 

10614.  Debt

(a)

Revolving Credit Facility Borrowings, net


12.As of December 31, 2021 and 2020, Revolving Credit Facility and Other Financing ArrangementsBorrowings, net includes the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Credit Facility borrowings

 

$

 

 

$

300,000

 

Working Capital Facility borrowings

 

 

3,612

 

 

 

7,643

 

Unamortized debt issuance costs

 

 

(1,140

)

 

 

(1,967

)

Revolving Credit Facility Borrowings, net

 

$

2,472

 

 

$

305,676

 

Credit FacilityAgreement

On June 28, 2018,The Company has a credit agreement, the Company entered into a Fifth Amended and Restated Credit Agreement, (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as agent, and a syndicate of lenders party thereto. thereto (the “Credit Agreement”). The Company’s obligations under the Credit Agreement are guaranteed by certain of its subsidiaries (the “Guarantors”) and are secured by first-priority security interests in substantially all the assets of the Company and the Guarantors. The Credit Facility provided by the Credit Agreement matures on June 28, 2023.

The Credit Agreement expands the Company’shas a revolving borrowing capacity from $200.0 million toof $300.0 million, and also contains an uncommitted accordion feature allowing the Company to further expand its borrowing capacity to $440.0 million or greater, subject to certain conditions, depending on the mix of revolving and term loans comprising the incremental facility. The new facility (the “Credit Facility”) matures

In the first quarter of 2020, in response to uncertainties associated with the outbreak of the COVID-19 pandemic and its impact on June 28, 2023.

Loansthe Company’s business, the Company drew down $280.0 million in available revolving borrowing capacity under the new Credit Facility, resulting in total outstanding borrowings of $300.0 million, which remained outstanding as of December 31, 2020. During the first half of 2021, the Company completely repaid the $300.0 million of Credit Facility borrowings, using cash on hand following the issuance of the Convertible Notes (as discussed below). Accordingly, as of December 31, 2021, there were 0 outstanding borrowings under the Credit Facility. As of December 31, 2021, and December 31, 2020, the Company did 0t have any letters of credit or advance payment guarantees outstanding under the Credit Facility.

The Credit Agreement contains a covenant that requires the Company to maintain a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), as of the last day of any Fiscal Quarter (as defined in the Credit Agreement) of no greater than 3.25:1.00. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit indebtedness, liens, capital expenditures, asset sales, investments and restricted payments, in each case subject to negotiated exceptions and baskets. The Credit Agreement also contains customary representations, warranties and event of default provisions.

110


On March 15, 2021, the Company entered into the Second Amendment to the Credit Agreement (as previously amended by the First Amendment to the Credit Agreement, dated as of June 10, 2020). On July 28, 2021, and December 13, 2021, the Company entered into the Third and Fourth Amendments to the Credit Agreement, respectively (collectively, the “Amendments”). The Amendments, among other things, (i) suspend the Senior Secured Net Leverage Ratio covenant through the first quarter of 2022, (ii) re-establish the Senior Secured Net Leverage Ratio covenant thereafter, provided that for subsequent quarters that such covenant is tested, as applicable, the Company will be permitted to use its quarterly EBITDA (as defined in the Credit Agreement) from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021, (iii) add a $75.0 million minimum liquidity covenant measured at the end of each calendar month, (iv) restrict the Company’s ability to make certain restricted payments, dispositions and investments, create or assume liens and incur debt that would otherwise have been permitted by the Credit Agreement, (v) permit the issuance of the Convertible Notes (as discussed below) and related transactions, including the capped call transactions, or other unsecured debt, in an amount not to exceed $290.0 million, (vi) allow $30.0 million in permitted repurchases of the Company’s common shares, subject to a $300.0 million pro forma minimum liquidity covenant, (vii) increase permitted repurchases of the common shares of IMAX China from $5.0 million to $20.0 million, subject to pro forma compliance with the existing financial covenants set forth in the Credit Agreement, and (viii) facilitate a transition from a LIBOR-based interest rate to an interest rate based on the Euro Interbank Offered Rate for non-USD denominated loans. The modifications to the negative covenants, the minimum liquidity covenant, permitted share repurchases and modifications to certain other provisions in the Credit Agreement pursuant to the Amendments are effective until the earlier of the delivery of the compliance certificate for the fourth quarter of 2022 or the date on which the Company, in its sole discretion, elects to calculate its compliance with the Senior Secured Net Leverage Ratio by using either its actual EBITDA or annualized EBITDA (the “Designated Period”). As of December 31, 2021, the Company was in compliance with all of its requirements under the Credit Agreement, as amended.

Borrowings under the Credit Facility bear interest, at the Company’s option, at (i) LIBOR plus a margin ranging from 1.00% to 1.75% per annum; or (ii) the U.S. base rate plus a margin ranging from 0.25% to 1.00% per annum, in each case depending on the Company’s Total Leverage Ratio (as defined in the Credit Agreement). In no event will; provided, however, that from the LIBOR rate be less than 0.00% per annum. The additional fees incurred as parteffective date of the new Credit Facility were $1.9 million. In addition, the Company recognized an expense of $0.3 million upon termination of the prior credit facility.

The Credit Agreement provides that the Company is requiredFirst Amendment to maintain a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter (as defined in the Credit Agreement) of no greater than 3.25:1.00. In addition, the Credit Agreement contains customary affirmative and negative covenants foruntil the Company delivers a transaction of this type, including covenants that limit indebtedness, liens, capital expenditures, asset sales, investments and restricted payments, in each case subject to negotiated exceptions and baskets. The Credit Agreement also contains representations, warranties and event of default provisions customary for a transaction of this type.

The Company’s obligations undercompliance certificate following the Credit Agreement are guaranteed by certainend of the Company’s subsidiaries (the “Guarantors”), and are secured by first-priority security interests in substantially allDesignated Period, the assets of the Companyapplicable margin for LIBOR borrowings will be 2.50% per annum and the Guarantors.

The Company was in compliance with all of its requirements at December 31, 2018.

Total amounts drawn and available under the Credit Facility at December 31, 2018 were $40.0 million and $260.0 million, respectively.applicable margin for U.S. base rate borrowings will be 1.75% per annum. The effective interest rate for the year ended December 31, 20182021 was 3.41%2.64% (2020 — 2.38%). There were no amounts drawn under

In addition, the prior credit facility.

As at December 31, 2018 and 2017,Credit Facility has standby fees ranging from 0.25% to 0.38% per annum, based on the Company’s Total Leverage Ratio with respect to the unused portion of the Credit Facility; provided, however, that from the effective date of the First Amendment to the Credit Agreement until the Company did not have any lettersdelivers a compliance certificate following the end of credit and advance payment guarantees outstanding under the Credit Facility.Designated Period, the standby fee will be 0.50% per annum.

The Company incurred fees of approximately $1.6 million in connection with the Amendments, which are being amortized on a straight-line basis.

Working Capital LoanFacility

On July 5, 2018,1, 2021, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), one of the Company’s majority-owned subsidiaries in China, entered into anrenewed its unsecured revolving facility for up to 200.0 million Chinese Renminbi (“RMB”) (approximately $30.0$31.4 million), including RMB 10.0 million U.S. Dollars)(approximately $1.6 million) for letters of guarantee, to fund ongoing working capital requirements.requirements (the “Working Capital Facility”). The total amounts drawnWorking Capital Facility expires in July 2022.

As of December 31, 2021, outstanding Working Capital Facility borrowings were RMB 23.0 million ($3.6 million) and outstanding letters of guarantee were RMB 2.8 million ($0.5 million). As of December 31, 2020, outstanding Working Capital Facility borrowings were RMB 49.9 million ($7.6 million) and 0 letters of guarantee were issued.

As of December 31, 2021, the amount available for future borrowings under the working capital loan at December 31, 2018 were nilWorking Capital Facility was RMB 167.0 million ($26.2 million) and 200.0the amount available for letters of guarantee was RMB 7.2 million Renminbi, respectively ($nil and approximately $30.0 million U.S. Dollars, respectively)1.1 million).

Playa Vista Financing

In 2014, IMAX PV Development Inc., a wholly-owned subsidiary of the Company (“PV Borrower”), 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”), at a variable rate per annum equal to 2.0% above the30-day LIBOR rate.

On July 13, 2018, the Company extinguished the Playa Vista Loan in its entirety by borrowing under its Credit Facility. The Company recognized an expense of $0.3 million related to the extinguishment of the Playa Vista Loan. Total amounts drawnamount available for future borrowings under the Playa Vista Loan as at December 31, 2017 were $25.7 million. Under the Playa Vista Loan, theWorking Capital Facility is not subject to a standby fee. The effective interest rate for the year ended December 31, 20182021 was 3.87% (December 31, 20174.31% (20203.14%4.31%).

 

107111


Bank indebtedness includes the following:

 

   As at December 31, 
   2018   2017 

Credit Facility

  $40,000   $—   

Playa Vista Loan

   —      25,667 

Deferred charges on debt financing

   (2,247   (310
  

 

 

   

 

 

 
  $37,753   $25,357 
  

 

 

   

 

 

 

Wells Fargo Foreign Exchange Facility

Within the Credit Facility, the Company is able to purchase foreign currency forward contracts and/or other swap arrangements. TheAs of December 31, 2021, the net settlement riskunrealized gain on itsthe Company’s outstanding foreign currency forward contracts was $1.2$0.1 million, at December 31, 2018, asrepresenting the notional value exceededamount by which the fair value of thethese forward contracts.contracts exceeded their notional value (December 31, 2020 — $2.0 million). As atof December 31, 2018,2021, the Company has $50.8 million in notional value of such arrangements outstanding.the Company’s outstanding foreign currency forward contracts was $26.7 million (December 31, 2020 — $26.4 million).

Bank of MontrealNBC Facility

As at December 31, 2018 and 2017,On October 28, 2019, the Company had availableentered into a $10.0$5.0 million facility with the National 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 is renewed on an annual basis. It was renewed on October 15, 2021 for a one-year term on the same terms and conditions. The Company did not0t have any letters of credit andor advance payment guarantees outstanding as atof December 31, 2018 (December 31, 2017 — $nil)2021 and 2020 under the BankNBC Facility.

(b)

Convertible Notes

As of Montreal Facility.December 31, 2021 and December 31, 2020, Convertible Notes (as defined below) consist of the following:

 

 

December 31,

 

 

December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Convertible Notes

 

$

230,000

 

 

$

 

Unamortized discounts and debt issuance costs

 

 

(6,359

)

 

 

 

Revolving Credit Facility Borrowings, net

 

$

223,641

 

 

$

 

On March 19, 2021, the Company issued $230.0 million of 0.500% Convertible Senior Notes due 2026 (the “Convertible Notes”) in a private placement conducted pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Convertible Notes were $223.7 million, after deducting the initial purchasers’ discounts and commissions. In addition, the Company paid $1.2 million of debt issuance costs associated with the Convertible Notes. The Company used a portion of the net proceeds from the issuance of the Convertible Notes to make a partial repayment of outstanding Credit Facility borrowings (as discussed above), and is using the remainder for working capital or other general corporate purposes.

13.The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.500% per annum on the principal of $230.0 million, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless they are redeemed or repurchased by the Company or converted on an earlier date.

Holders of the Convertible Notes have the right to convert their Convertible Notes in certain circumstances and during specified periods. Before January 1, 2026, holders of the Convertible Notes have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after January 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as applicable, cash or a combination of cash (in an amount no less than the principal amount of the Convertible Notes being converted) and common shares, at its election, based on the applicable conversion rates. The initial conversion rate is 34.7766 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $28.75 per common share, and is subject to adjustment upon the occurrence of certain events.

The Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after April 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time. In addition, calling any Convertible Notes for redemption will constitute a “make-whole fundamental change” with respect to such notes, in which case the conversion rate applicable to the conversion of such notes will be increased in certain circumstances if such notes are converted after they are called for redemption.

112


In addition, upon the occurrence of a “fundamental change” (as defined below), holders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. Subject to the terms and conditions of the indenture governing the Convertible Notes, a “fundamental change” means, among other things, an event resulting in (i) a change of control, (ii) a transfer of all or substantially all of the assets of the Company, (iii) a merger, (iv) liquidation or dissolution of the Company, or (v) delisting of the Company’s common shares from a national securities exchange.

On January 1, 2021, the Company elected to early adopt ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt that may be settled in cash. As a result, the Company recorded the Convertible Notes entirely as a liability in the Consolidated Balance Sheets, net of initial purchasers’ discounts and commissions and other debt issuance costs, with interest expense reflecting the cash coupon plus the amortization of the discounts and capitalized costs. Additionally, ASU 2020-06 modifies the treatment of convertible debt securities that may be settled in cash or shares by requiring the use of the “if-converted” method. Under the “if-converted” method, because the principal amount of the Convertible Notes is settled in cash and the conversion spread is settleable in the Company’s common shares, diluted earnings per share is calculated by including the net number of incremental shares that would be issued upon conversion of the Convertible Notes, using the average market price during the period. Accordingly, the application of the “if-converted” method may reduce the Company’s reported diluted earnings per share.

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are expected to reduce potential dilution resulting from the common shares the Company is required to issue and/or to offset any potential cash payments the Company is required to make in excess of the principal amount of the Convertible Notes in the event that the market price per share of the Company’s common shares is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $37.2750 per share of the Company’s common shares, which represents a premium of 75% over the last reported sale price of the common shares when they were priced on March 16, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of the Company’s common shares underlying the Convertible Notes. The cost of the Capped Call Transactions was approximately $19.1 million.

The Capped Call Transactions are separate transactions, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.

The Capped Call Transactions meet all of the applicable criteria for equity classification in accordance with ASC 815-10-15-74(a), “Derivatives and Hedging—Embedded Derivatives—Certain Contracts Involving an Entity’s Own Equity,” and, as a result, the related $19.1 million cost was recorded as a reduction to Other Equity within Shareholders’ Equity on the Company’s Consolidated Statements of Shareholders’ Equity and Consolidated Balance Sheets.

113


15.  Commitments

In the ordinary course of its business, the Company enters into contractual agreements with third parties that 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, 2018:2021:

 

   Payments Due by Fiscal Year 
   Total                         
   Obligations   2019   2020   2021   2022   2023   Thereafter 

Purchase obligations

  $55,279   $52,181   $1,548   $1,550   $—     $—     $—   

Pension obligations

   18,831    —      18,831    —      —      —      —   

Operating lease obligations

   22,387    3,847    2,790    2,491    1,843    1,759    9,657 

Credit Facility

   40,000    —      —      —      —      40,000    —   

Postretirement benefits obligations

   3,226    1,215    127    130    137    116    1,501 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $139,723   $57,243   $23,296   $4,171   $1,980   $41,875   $11,158 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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 total rental expenses under operating leases:

 

 

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)

 

$

34,084

 

 

$

33,907

 

 

$

42

 

 

$

0

 

 

$

135

 

Pension obligations(2)

 

 

20,298

 

 

 

0

 

 

 

20,298

 

 

 

0

 

 

 

0

 

Operating lease obligations(3)

 

 

18,833

 

 

 

3,760

 

 

 

4,669

 

 

 

4,127

 

 

 

6,277

 

Working Capital Facility(4)

 

 

3,612

 

 

 

3,612

 

 

 

0

 

 

 

0

 

 

 

0

 

Convertible Notes(5)

 

 

235,175

 

 

 

1,150

 

 

 

2,300

 

 

 

231,725

 

 

 

0

 

Postretirement benefits obligations

 

 

3,066

 

 

 

117

 

 

 

266

 

 

 

262

 

 

 

2,421

 

 

 

$

315,068

 

 

$

42,546

 

 

$

27,575

 

 

$

236,114

 

 

$

8,833

 

 

   Years Ended December 31, 
   2018   2017   2016 

Total rent expense

  $4,303   $5,685   $5,106 

Recorded in the accrued liabilities balance as at December 31, 2018 is $3.0 million (December 31, 2017 — $4.1 million) related to accrued rent and lease inducements being recognized as an offset to rent expense over the term of the respective leases.

(1)

Represents total payments to be made under binding commitments with suppliers and outstanding payments to be made for supplies ordered, but yet to be invoiced.

(2)

The Company has an unfunded defined benefit pension plan covering its Chief Executive Officer. (See Note 23.)

 

(3)

Represents total minimum annual rental payments due under the Company’s operating leases, which almost entirely relates to leased office space in New York. (See Note 6.)

(4)

The Working Capital Facility expires in July 2022 (See Note 14(a).)

108

(5)

The Convertible Notes bear interest at a rate of 0.500% per annum on the principal of $230.0 million, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless earlier repurchased, redeemed or converted. (See Note 14.)


Purchase Obligations

Purchase obligations primarily consist of the Company’s commitments made under long-term supplier contracts.

Pension and Postretirement Benefits Obligations

The Company has an unfunded defined benefit pension plan, covering certain individuals and a postretirement plan to provide health and welfare benefits to Canadian employees meeting certain eligibility requirements. See note 21 for further information.

Credit Facility

The Company is not required to make any minimum payments on its Credit Facility. See note 12 for further information.

Letters of Credit and Advance Payment Guarantees

As at December 31, 2018 the Company did not have any letters of credit and advance payment guarantees outstanding (December 31, 2017 — $nil), under the Credit Facility. As at December 31, 2018 and 2017 the Company did not have any letters of credit and advance payment guarantees outstanding 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 Theater Systems are payable in graduated amounts from the time of collection of the customer’s first payment to the Company up to the collection of the customer’s last initial payment. AtAs of December 31, 2018, $1.82021, $1.1 million (December 31, 20172020$2.3$1.6 million) of commissions have been accrued and will be payable in future periods.

14.16.  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.

114


(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. 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, the ICDR granted 3DMG leave to amend its answer and counterclaims, and subsequently lifted the stay in this matter. In its amended counterclaims, 3DMG sought damages for alleged unpaid royalties, damages and other fees under the license and consulting agreements, and the Panel also permitted 3DMG to advance new damage theories. The ICDR held a final hearing in July and October 2017, the parties submitted final, post-hearing briefs in December 2017, and the ICDR held closing oral arguments in March 2018. On July 11, 2018, the ICDR issued a Partial Final Award that found for 3DMG on certain claims and for the Company on other claims. As part of the Partial Final Award, the ICDR awarded damages in favor of 3DMG in the amount of $8.8 million, which is inclusive of approximately $1.8 million inpre-award interest. In August 2018, 3DMG filed a motion seeking modification and correction of portions of the award, and also filed an application to recover its attorney fees and expenses. On November 1, 2018, the ICDR issued a Final Award that denied in its entirety 3DMG’s motion for modification and correction of the award. The ICDR also granted in part 3DMG’s request for attorney fees and expenses, in

109


the amount of $5.2 million. A charge of $11.7 million was recorded in the year ended December 31, 2018, and classified within the “Legal arbitration award” financial statement line item.

(b) In January 2004, the Company and IMAX Theatre Services Ltd., a subsidiary of the Company, commenced an arbitration seeking damages before the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) with respect to the breach by Electronic Media Limited (“EML”) of its December 2000 agreement with the Company. In June 2004, the Company commenced a related arbitration before the ICC against EML’s affiliate,E-City Entertainment (I) PVT Limited(“E-City”). On March 27, 2008, the arbitration panel issued a final award in favor of the Company in the amount of $11.3 million, consisting of past and future rents owed to the Company, plus interest and costs, as well as an additional $2,512 each day in interest from October 1, 2007 until the date the award is paid. In July 2008,E-City commenced a proceeding in Mumbai, India seeking an order that the ICC award may not be recognized in India and on June 10, 2013, the Bombay High Court ruled that it had jurisdiction over the proceeding filed byE-City. The Company appealed that ruling to the Supreme Court of India, and on March 10, 2017, the Supreme Court set aside the Bombay High Court’s judgementjudgment and 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 $24.4 million, inclusive of interest, as of December 31, 2021. That matter is currently pending. The Company has also taken steps to enforce the ICC final award outside of India. In December 2011, the Ontario Superior Court of Justice issued an order recognizing the final award and requiringE-City to pay the Company $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, 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. The amount of the underpayment exceeds RMB 200,000, the applicable ASB threshold for treatment as a criminal matter, and on August 8, 2018, IMAX Shanghai was informed that its logistics function, but not IMAX Shanghai itself, would face criminal charges. A preliminary court conference was held on September 5, 2018, and hearings took place on October 24, 2018 and January 22, 2019. 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 and 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; however, the actual amount of any fines or other penalties remains unknown and the Company cautions that the actual fines or other penalties maybe be greater or less than the amount accrued or the expected range.

(d) (b)On November 11, 2013, Giencourt Investments, S.A. (“Giencourt”) initiated arbitration before the International Centre for Dispute Resolution in Miami, Florida, based on alleged breaches by the Company of its theater agreement and related license agreement with Giencourt. 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 a decision regarding the merits of the dispute. The Company strongly disputes that discussions aboutOn December 3, 2020, the District Judge entered a potential resolution of this matter amounted to an enforceable settlement. In October 2017,final judgment (the “Final Judgment”) against the Company filedin the total amount of $11.3 million as damages under the Award. As of December 31, 2020, the Company’s Consolidated Balance Sheets included a petitionliability within Accrued and Other Liabilities of $11.3 million related to vacate the arbitration awardFinal Judgment, consisting of $7.2 million related to amounts previously collected from or owed to Giencourt principally in respect of theater systems that were not delivered and $4.1 million recorded within Legal Judgment and Arbitration Awards in the Company’s Consolidated Statements of Operations during the year ended December 31, 2020 in respect of the remaining amounts owed under the Final Judgment. On June 23, 2021, the Company entered into a final settlement agreement with Giencourt to fully resolve all disputes between the parties in the United States Court forand Ontario (the “Settlement Agreement”). In the Southern Districtsecond quarter of Florida on various grounds, including that the panel exceeded its jurisdiction. The petition is still pending. At this time,2021, the Company is unable to determinepaid Giencourt $9.5 million as required by 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 outcometerms of the matter.Settlement Agreement. As a result of the Settlement Agreement, the Final Judgment has been vacated, all litigation between the parties in all jurisdictions has been dismissed and full and final releases have been exchanged by the parties. Accordingly, upon entry in the Settlement Agreement on June 23, 2021, the remaining $1.8 million liability recorded within Accrued and Other Liabilities was reversed and a corresponding $1.8 million benefit was recorded in the Company’s Condensed Consolidated Statements of Operations within Legal Judgment and Arbitration Awards.

(e) (c)In addition to the matters described above, the Company is currently involved in other legal proceedings or governmental inquiries which, in the opinion of the Company’s management, will not materially affect the Company’s financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such proceedings.

110


(f) (d)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.

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 sheetsConsolidated Balance Sheets is $0.2 million$nil and $0.1 million as atof December 31, 20182021 and 2017,2020, respectively.

115


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 amounts actually and reasonably incurred by them in connection with any action, suit or proceeding in which the directors and/or officers are sued as a result of their service, if they acted honestly and in good faith with a view to the best interests of the Company. In addition, the Company has entered into indemnification agreements with each of its directors in order to effectuate the foregoing. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. NoNaN amount has been accrued in the consolidated balance sheetConsolidated Balance Sheets as atof December 31, 20182021 and December 31, 20172020 with respect to this indemnity.

Other Indemnification Agreements

In the normal course of the Company’s operations, the Company provides indemnifications to counterparties in transactions such as: theater systemIMAX Theater System lease and sale agreements and the supervision of installation or servicing of the theater systems;IMAX Theater Systems; film production, exhibition and distribution agreements; real property lease agreements; and employment agreements. These indemnification agreements require the Company to compensate the counterparties for costs incurred as a result of litigation claims that may be suffered by the counterparty as a consequence of the transaction or the Company’s breach 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 Theater System lease and sale agreements limit such maximum potential liability to the purchase price of the system. The fact that the maximum potential amount of indemnification required by the Company is not specified in some cases prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. Historically, the Company has not0t 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.

111


15.17.  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.

116


(b) Changes during the YearSettlements of Share-Based Compensation

During the year,years ended December 31, 2021, 2020, and 2019, the Company settled common shares pursuant to the exercise of stock options for cash proceeds and the vesting of RSUs. The settlement ofRSUs 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 and RSU transactions during the year:transactions:

 

 

Years Ended December 31,

 

  Years Ended December 31, 
  2018   2017   2016 

(Cash proceeds in thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Stock options

      

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued from treasury

   12,750    405,229    347,814 

 

 

 

41,613

 

 

 

 

 

 

 

 

19,088

 

Plan trustee purchases

   —      263,112    170,204 

 

 

 

 

 

 

 

 

 

 

 

67,840

 

  

 

   

 

   

 

 

Total stock options exercised

   12,750    668,341    518,018 

 

 

 

41,613

 

 

 

 

 

 

 

 

86,928

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash proceeds on stock option exercises

  $218   $14,652   $11,431 

Cash proceeds from stock option exercises

 

$

 

 

 

$

 

 

 

$

 

1,752

 

  

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs

      

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued from treasury

   —      7,127    54,159 

 

 

 

531,629

 

 

 

 

42,982

 

 

 

 

 

Plan trustee purchases

   462,137    422,022    394,423 

 

 

723

 

 

 

386,297

 

 

 

404,719

 

Shares withheld for tax withholdings

   72,056    27,630    18,336 

 

 

 

157,546

 

 

 

 

24,714

 

 

 

 

29,577

 

  

 

   

 

   

 

 

Total RSUs vested

   534,193    456,779    466,918 

 

 

 

689,898

 

 

 

 

453,993

 

 

 

 

434,296

 

  

 

   

 

   

 

 

(c) Stock-BasedShare-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,For the China LTIP, was adopted by a subsidiary of the Company in October 2012.

Compensation costs recordedyear ended December 31, 2021, share-based compensation expense totaled $25.6 million (2020 — $21.5 million; 2019 — $22.8 million) and is reflected in the consolidated statementsfollowing accounts in the Consolidated Statements of operations for the Company’s stock-based compensation plans were $22.6 million (2017 — $23.0 million; 2016 — $30.5 million). The following reflects the stock-based compensation expense recorded to the respective financial statement line items:Operations:

 

112

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

2021

 

 

 

2020

 

 

 

2019

 

Cost and expenses applicable to revenues

 

$

 

1,490

 

 

$

 

691

 

 

$

 

1,709

 

Selling, general and administrative expenses

 

 

 

23,776

 

 

 

 

20,652

 

 

 

 

20,750

 

Research and development

 

 

 

348

 

 

 

 

150

 

 

 

 

371

 

 

 

$

 

25,614

 

 

$

 

21,493

 

 

$

 

22,830

 


   Years ended December 31, 
   2018   2017 

Cost and expenses applicable to revenues

  $1,657   $1,704 

Selling, general and administrative expenses

   20,102    20,393 

Research and development

   452    556 

Executive transition costs

   320    —   

Exit costs, restructuring charges and associated impairments

   54    357 
  

 

 

   

 

 

 
  $22,585   $23,010 
  

 

 

   

 

 

 

As atof December 31, 2018,2021, the Company has reserved a total of 9,767,3075,807,445 (December 31, 2017202010,781,936)15,486,807) common shares for future issuance under the SOP and IMAX LTIP. Of thethis amount, 3,736,157 common shares are reserved for issuance, therethe future exercise of stock options (December 31, 2020 — 4,892,962), 613,405 common shares are reserved for the future vesting of PSUs (December 31, 2020 — 361,844), and 1,457,883 common shares are reserved for the future vesting of RSUs (December 31, 2020 — 1,564,838). As of December 31, 2021, stock options in respect of 5,465,0463,488,107 (December 31, 201720205,082,100) common shares and RSUs in respect of 1,033,871 (December 31, 2017 — 995,329) common shares outstanding at December 31, 2018. At December 31, 2018 options in respect of 3,990,970 (December 31, 2017 — 3,913,088)4,311,761) common shares 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.

117


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”).Directors. The stock options vest within 54 years and expire 10 years or less from the date granted.of grant. The SOP and IMAX LTIP provide for double-trigger accelerated vesting in the event of a change in control, as defined in each plan.

The Company recorded the following expenses related to stock option grantsoptions issued to employees and directors inunder the IMAX LTIP and SOP plans.SOP:

 

   Years Ended December 31, 
   2018   2017   2016 

Stock option expense

  $5,950   $4,462   $12,795 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Stock option expense

 

$

 

1,064

 

 

$

 

1,847

 

 

$

 

8,329

 

An income tax benefit is recorded in the consolidated statement of operations of $1.2 million for

For the year ended December 31, 2018 (2017 —$1.0 million; 2016 —$3.8 million)2021, the Company’s Consolidated Statements of Operations includes an income tax benefit of $0.1 million related to stock option expenses.expense (2020 — $0.1 million; 2019 — $1.9 million).

113


Total stock-basedAs of December 31, 2021, 2020, and 2019, unrecognized share-based compensation expense related tonon-vested employee stock options not yet recognized atis as follows:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Expense related to non-vested employee stock options

 

$

 

662

 

 

$

 

2,029

 

 

$

 

4,073

 

As of December 31, 2018 are as follows:

   Years Ended December 31, 
   2018   2017   2016 

Expense related tonon-vested employee stock options not yet recognized

  $8,482   $7,441   $5,894 

The weighted average period over which the awards are2021, 2020, and 2019, 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,

   

2018

  

2017

  

2016

Weighted average period awards are expected to be recognized (in years)

  1.9  2.3  2.3

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Weighted average period (in years)

 

 

 

1.1

 

 

 

 

1.8

 

 

 

 

2.7

 

TheDuring the years ended December 31, 2021 and 2020, the Company did not grant any stock options. During the year ended 2019, the weighted average fair value of all stock options granted to employees and directors at the measurement date and the assumptions used to estimate the average fair value of the stock optionoptions are as follows:

 

  Years Ended December 31,

 

Years Ended December 31,

 

  2018 2017 2016

 

2021

 

2020

 

2019

 

Weighted average fair value per share

  $6.74 $8.31 $8.16

 

N/A

 

 

N/A

 

$

6.65

 

Average risk-free interest rate

  2.67% 2.34% 1.67%

 

N/A

 

N/A

 

2.64%

 

Expected option life (in years)

  5.06—7.00 4.71—5.83 4.44—5.24

 

 

N/A

 

N/A

 

6.73 - 10.00

 

Expected volatility

  30% 30% 30%

 

 

N/A

 

N/A

 

31%

 

Dividend yield

  0% 0% 0%

 

N/A

 

N/A

 

0%

 

Stock options toNon-Employees118

There were no common share options issued tonon-employees in 2018, 2017 or 2016. The following table summarizes certain information about the outstanding stock options related tonon-employees:


 

   Years Ended December 31, 
   2018   2017   2016 

Weighted average exercise price per share of outstanding stock options

  $—     $—     $29.64 

Number of outstanding stock options

   —      —      17,000 

Weighted average exercise price per share of exercisable stock options

  $—     $—     $30.10 

Number of exercisable stock options

   —      —      15,200 

Aggregate intrinsic value of vested stock options

  $—     $—     $123 

In 2018, the Company did not record a charge (2017 — less than $0.1 million; 2016 — less than $0.1 million) to selling, general and administrative expenses related to thenon-employee stock options. There were no accrued liabilities related tonon-employee stock options as at December 31, 2018 (December 31, 2017 — $nil).

China Long-Term Incentive Plan

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.

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 initial public offering (the “IMAX China IPO”) over the strike

114


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, 
   2018   2017   2016 

Expense

      

China Options

  $217   $1,034   $971 

China RSUs

   1,229    1,124    518 

CSSBPs

   —      353    429 

CSSBPs liability

  $—     $—     $289 

Stock Option Summary

The following table summarizes certain information in respect ofstock option activity under the SOP and IMAX LTIP:LTIP for the years ended December 31, 2021, 2020, and 2019:

 

 

 

 

 

 

 

 

 

Weighted Average Exercise

 

      Weighted Average Exercise 

 

Number of Shares

 

 

 

Price Per Share

 

  Number of Shares Price Per Share 

 

2021

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2019

 

  2018 2017 2016 2018   2017   2016 

Options outstanding, beginning of year

   5,082,100  5,190,542  4,805,244  $29.31   $28.35   $27.03 

Stock options outstanding, beginning of year

 

 

4,892,962

 

 

 

5,732,209

 

 

 

5,465,046

 

 

$

 

26.81

 

 

$

 

26.82

 

 

$

 

27.63

 

Granted

   1,082,123  854,764  984,452  21.95    30.07    31.49 

 

 

 

 

 

 

 

 

1,016,882

 

 

 

 

 

 

 

 

 

20.66

 

Exercised

   (12,750 (668,341 (518,018 17.08    21.92    22.07 

 

 

(41,613

)

 

 

 

 

 

(86,928

)

 

 

21.23

 

 

 

 

 

 

20.16

 

Forfeited

   (69,332 (108,551 (66,903 29.99    32.42    29.28 

 

 

(88,934

)

 

 

(34,678

)

 

 

(336,493

)

 

 

22.49

 

 

 

22.49

 

 

 

23.63

 

Expired

   (507,977 (89,958  —    31.69    32.29    —   

 

 

(903,038

)

 

 

(786,086

)

 

 

(299,134

)

 

 

28.31

 

 

 

27.07

 

 

 

25.82

 

Cancelled

   (109,118 (96,356 (14,233 30.44    29.28    24.82 

 

 

(123,220

)

 

 

(18,483

)

 

 

(27,164

)

 

 

26.68

 

 

 

27.97

 

 

 

31.13

 

  

 

  

 

  

 

      

Options outstanding, end of year

   5,465,046  5,082,100  5,190,542  27.63    29.31    28.35 
  

 

  

 

  

 

      

Options exercisable, end of year

   3,990,970  3,913,088  4,001,078  28.48    28.96    27.79 
  

 

  

 

  

 

      

Stock options outstanding, end of year

 

 

3,736,157

 

 

 

4,892,962

 

 

 

5,732,209

 

 

 

26.61

 

 

 

26.81

 

 

 

26.82

 

Stock options exercisable, end of year

 

 

3,488,107

 

 

 

4,311,761

 

 

 

4,801,272

 

 

 

26.93

 

 

 

27.30

 

 

 

27.40

 

As atof December 31, 2018, 5,465,0462021, 3,736,157 options outstanding included both fully vested and unvested options with a weighted average exercise price of $27.63,$26.61, an aggregate intrinsic value of $nil and weighted average remaining contractual life of 4.8 years. As at December 31, 2018, options that are exercisable have an intrinsic value of $nil and a weighted average remaining contractual life of 4.34.1 years. The intrinsic value of the 41,613 options exercised in 20182021 was $0.1 million (2017(2020 — $6.8 million; 2016nil; 2019 — $5.4$0.2 million).

115


IMAX LTIP Restricted Share Units

RSUs have been granted to employees and directors under the IMAX LTIP. Each RSU represents a contingent right to receive onea common share and is the economic equivalent of one1 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 stock for five days prior to the date of grant. For the years ended December 31, 2021, 2020, and 2019, the Company recorded the following expenses related to RSU grantsRSUs issued to employees and directors in the plan:IMAX LTIP:

   Years Ended December 31, 
   2018   2017   2016 

RSU expenses

  $15,189   $16,033   $15,809 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

RSU expenses

 

$

 

15,555

 

 

$

 

13,761

 

 

$

 

12,394

 

The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $1.4$0.6 million for the year ended December 31, 2018 (20172021 (2020$3.6$0.3 million; 20162019$4.6$1.6 million).

The Company did not issue any RSU grants to advisors or strategic partnersCompany’s accrued liability for granted RSUs was $2.6 million as of the Company for the year ended December 31, 2018. The Company did not record any expense for the years ended December2021 (December 31, 2018, 2017 and 2016 related to RSU grants issued to certain advisors and strategic partners of the Company.2020 — $2.1 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 follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Expense related to non-vested RSUs not yet recognized

 

$

 

15,913

 

 

$

 

17,343

 

 

$

 

23,548

 

  Years Ended December 31, 

 

 

 

 

 

 

 

 

 

 

 

 

  2018   2017   2016 

Expense related tonon-vested RSUs not yet recognized

  $18,597   $22,440   $29,050 

Weighted average period awards are expected to be recognized (in years)

   2.2    2.1    2.4 

 

 

 

1.6

 

 

 

 

1.9

 

 

 

 

2.7

 

The following table summarizes certain informationthe activity in respect of RSU activityRSUs issued under the IMAX LTIP:LTIP for the years ended December 31, 2021, 2020, and 2019:

 

  Number of Awards Weighted Average Grant
Date Fair Value Per Share
 

 

Number of Awards

 

 

Weighted Average Grant Date Fair

Value Per Share

 

  2018 2017 2016 2018   2017   2016 

 

2021

 

 

2020

 

 

2019

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

RSUs outstanding, beginning of year

   995,329  1,124,180  973,637  $32.68   $33.01   $32.27 

 

 

1,564,838

 

 

 

1,065,347

 

 

 

1,033,871

 

 

$

 

18.33

 

 

$

 

23.17

 

 

$

 

25.70

 

Granted

   659,282  463,010  664,278  20.99    30.47    32.29 

 

 

831,123

 

 

 

1,050,385

 

 

 

687,475

 

 

 

 

21.03

 

 

 

15.35

 

 

 

22.30

 

Vested and settled

   (534,193 (456,779 (466,918 32.33    31.66    30.63 

 

 

(689,872

)

 

 

(453,993

)

 

 

(434,296

)

 

 

 

19.46

 

 

 

22.71

 

 

 

27.54

 

Forfeited

   (86,547 (135,082 (46,817 29.19    32.03    31.16 

 

 

(248,206

)

 

 

(96,901

)

 

 

(221,703

)

 

 

 

19.38

 

 

 

18.81

 

 

 

23.68

 

  

 

  

 

  

 

      

RSUs outstanding, end of year

   1,033,871  995,329  1,124,180  25.70    32.68    33.01 

 

 

1,457,883

 

 

 

1,564,838

 

 

 

1,065,347

 

 

 

 

19.16

 

 

 

18.33

 

 

 

23.17

 

  

 

  

 

  

 

      

119


Historically, RSUs granted under the IMAX LTIP have vested between immediately and fourthree years from the grant date. In connection with the second amendment and restatement of the IMAX LTIP at the Company’s annual and special meeting of the shareholders on June 6, 2016,3, 2020, the IMAX LTIP plan was amended to impose aretained the minimumone-year vesting period 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:

 

Outstanding, December 31, 2016Approved under the June 3, 2020 amended and restated IMAX LTIP

260,274

Issued during 2017

(46,613

 

 

Outstanding, December 31, 2017885,000

213,661

Issued during 2018previous years

(65,838

 

 

(412,045

)

Outstanding, December 31, 2018Issued during 2021

147,823

 

 

(70,867

)

Outstanding, December 31, 2021

402,088

 

116

Restricted Share Units to Non-Employees

There were 0 RSU awards granted to non-employees in 2021 (2020 ― nil; 2019 ― 12,580). The Company did 0t record any expenses for the year ended December 31, 2021 related to RSU grants issued to advisors and strategic partners of the Company (2020 ― $0.1 million; 2019 ― $0.1 million).

IMAX LTIP Performance Stock Units Summary

In 2020, the Company expanded its share-based compensation program to include PSUs. The Company grants two types of PSUs awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0% to a maximum vesting opportunity of 175% of the initial award, depending upon actual performance versus the established EBITDA and stock-price targets.

The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the requisite service period.  

The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the fair value of the PSUs granted.

The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made.

For the years ended December 31, 2021, 2020, and 2019, the Company recorded the following expenses related to outstanding PSUs, which includes adjustments reflecting management’s estimate of the number of PSUs with EBITDA-based targets expected to vest:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

PSU expenses

 

$

 

5,322

 

 

$

 

2,563

 

 

$

 

 

The Company’s actual tax benefits realized for the tax deductions related to the vesting of PSUs was $nil for the year ended December 31, 2021 (2020 and 2019 ― $nil).

As of December 31, 2021, total unrecognized share-based compensation expense related to unvested PSUs and the weighted average period over which the expense is expected to be recognized is $9.3 million and 1.7 years, respectively.

120


The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP:

 

 

Number of Awards

 

 

Weighted Average Grant Date

Fair Value Per Share

 

 

 

2021

 

 

2020

 

 

 

2021

 

 

 

2020

 

PSUs outstanding, beginning of year

 

 

361,844

 

 

 

 

 

$

 

15.68

 

 

$

 

 

Granted

 

 

309,574

 

 

 

370,265

 

 

 

 

20.77

 

 

 

 

15.66

 

Forfeited

 

 

(58,013

)

 

 

(8,421

)

 

 

 

16.11

 

 

 

 

4.84

 

PSUs outstanding, end of year

 

 

613,405

 

 

 

361,844

 

 

 

 

18.21

 

 

 

 

15.68

 

As of December 31, 2021, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,073,458, assuming full achievement of the EBITDA and stock-price targets.

China Long-Term Incentive Plan

Each stock option (“China Option”), RSU, or PSU issued under the China LTIP represents an opportunity to participate economically in the future growth and value creation of IMAX China.

In connection with the IMAX China IPO and in accordance with the China LTIP, IMAX China adopted a post-IPO share option plan and a post-IPO restricted stock unit plan. Pursuant to these plans, IMAX China has issued additional China Options, China LTIP Performance Stock Units (“China PSUs”), and China LTIP Restricted Share Units (“China RSUs”).

For the years ended December 31, 2021, 2020, and 2019, share-based compensation expense related to China Options, China RSUs and China PSUs was as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China Options

 

$

 

285

 

 

$

 

875

 

 

$

 

320

 

China RSUs

 

 

 

2,810

 

 

 

 

2,093

 

 

 

 

 

China PSUs

 

 

 

578

 

 

 

 

208

 

 

 

 

1,664

 

Total

 

$

 

3,673

 

 

$

 

3,176

 

 

$

 

1,984

 

In 2021, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by one year (2020 ― two years) and recorded an associated expense of $0.1 million (2020 ― $0.7 million).

Issuer Purchases of Equity Securities

In 2017,April 2021, the Company announced that itsCompany’s Board of Directors approved a new $200.0 million12-month extension to its share repurchase program forthrough June 30, 2022. The extension authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the Company’s common stock. Theoriginal $200.0 million initially authorized under the share purchaserepurchase program expireswhen it commenced on June 30, 2020.July 1, 2017. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time. In 2018,2021, the Company repurchased 3,436,783 (2017 — 1,736,150)841,331 (2020 ― 2,484,123) common shares at an average price of $20.78$16.51 per share (2017 — $26.57(2020 ― $14.72 per share), for a total of $13.9 million (2020 ― 36.6 million), excluding commissions. As of December 31, 2021, the Company has $75.5 million available under its approved repurchase program.

On May 3, 2018,The total number of shares purchased during the year ended December 31, 2020 does not include 200,000 common shares, purchased in the administration of employee share-based compensation plans, at an average price of $15.43 per share. For the year ended December 31, 2021, there were 0 shares purchases in the administration of employee share based plans.

As of December 31, 2021, the IMAX China announced that itsLTIP trustee held nil shares. Any shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Consolidated Balance Sheets.

121


In 2021, IMAX China’s shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase shares of IMAX China in an amount not to exceed 10% of the total number of issued shares as of IMAX China as at May 3, 2018 (35,818,1126, 2021 (34,835,824 shares). The share purchaseThis program expires onwill be valid until the date of the 2019 annual general meeting2022 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 2018,2021, IMAX China repurchased 2,526,3006,664,700 (2020 ― 906,400) common shares at an average price of HKD 18.7711.68 per share (U.S. $2.40)$1.50 per share) for a total of HKD 77.8 million or U.S. $10.0 million (2020 ― HKD 13.07 per share or U.S. $1.68 per share, for a total of HKD 11.9 million or U.S. $1.5 million). The change in non-controlling interest as a result of common shares repurchased by IMAX China is recorded within Non-Controlling Interest in the Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity. The difference between the consideration paid and the ownership interest obtained as a result of IMAX China share repurchases is recorded within Other Equity in the Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity. (See Note 3(a).)

(d)Basic and Diluted Weighted Average Shares Outstanding

The total numberfollowing table reconciles the denominator of shares purchased duringthe basic and diluted weighted average share computations:

 

 

Years Ended December 31,

 

(In thousands)

 

2021

 

 

2020

 

 

2019

 

Issued and outstanding, beginning of period

 

 

 

58,921

 

 

 

 

61,176

 

 

 

 

61,434

 

Weighted average number of shares issued (repurchased), net

 

 

 

205

 

 

 

 

(1,939

)

 

 

 

(124

)

Weighted average number of shares outstanding - basic

 

 

 

59,126

 

 

 

 

59,237

 

 

 

 

61,310

 

Weighted average effect of potential common shares, if dilutive

 

 

 

 

 

 

 

 

 

 

 

179

 

Weighted average number of shares outstanding - diluted

 

 

 

59,126

 

 

 

 

59,237

 

 

 

 

61,489

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2018 and 2017 does not include any shares purchased in2021, the administration of employee share-based compensation plans (which amounted to nil (2017 — 825,692) common shares, at an average price of $nil (2017 — $30.23) per share).

As at December 31, 2018, the IMAX LTIP trustee held 44,579 shares purchased for $0.9 million in the open market to be issued upon the settlement of RSUs and certain stock options. The shares held with the trustee are recorded at cost and are reported as a reduction against capital stock on the consolidated balance sheet.

(d) Net income per share

Reconciliations of the numerator and denominator of the basic and dilutedper-share computations are comprised of the following:

   Years Ended December 31, 
   2018   2017   2016 

Net income attributable to common shareholders

  $22,844   $2,344   $28,788 
  

 

 

   

 

 

   

 

 

 

Weighted average number of common shares (000’s):

      

Issued and outstanding, beginning of period

   64,696    66,160    69,673 

Weighted average number of shares repurchased during the period, net

   (1,621   (780   (2,098
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in computing basic earnings per share

   63,075    65,380    67,575 

Assumed exercise of stock options and RSUs, net of shares assumed repurchased

   132    160    688 
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in computing diluted earnings per share

   63,207    65,540    68,263 
  

 

 

   

 

 

   

 

 

 

The calculation of diluted earnings per share exclude 5,666,976 (2017 — 4,993,014)excludes 6,131,792 (2020 and 2019 ― 6,999,667 and 5,809,468, respectively) shares that are issuable upon the vesting of 1,457,883 RSUs (2020 and 2019 ― 1,564,838 and 77,259, respectively), the vesting of 937,752 PSUs (2020 and 2019 ― 541,867), and the exercise of 277,543 (2017 — 579,808) RSUs3,736,157 stock options (2020 and 5,389,433 (2017 — 4,413,206) stock options2019 ― 4,892,962 and 5,732,209, respectively), as the effect would be anti-dilutive.

The calculation of diluted weighted average shares outstanding for the year ended December 31, 2021 also excludes any shares potentially issuable upon the conversion of the Convertible Notes as the average market price of the Company’s common shares during the period of time they were outstanding was less than the conversion price of the Convertible Notes. (See Note 14(b).)

(e)Statutory Surplus Reserve

Pursuant to the corporate law of the People’s Republic of China (the “PRC”), entities registered in the PRC are required to maintain certain statutory reserves, which are appropriated from after-tax profits, after offsetting accumulated losses from prior years, before dividends can be declared or paid to equity holders.

The Company’s PRC subsidiaries are required to appropriate 10% of statutory net profits to statutory surplus reserves, upon distribution of their after-tax profits. The Company’s PRC subsidiaries may discontinue the appropriation of statutory surplus reserves when the aggregate sum of the statutory surplus reserve is more than 50% of their registered capital. The statutory surplus reserve is non-distributable other than during liquidation and may only be used to fund losses from prior years, to expand production operations, or to increase the capital of the subsidiaries. In addition, the subsidiaries may make further contribution to the discretional surplus reserve using post-tax profits in accordance with resolutions of the Board of Directors.

During the year ended December 31, 2021, one of the Company’s PRC subsidiaries declared and paid dividends of RMB 131.6 million ($20.4 million). In 2021, upon passage of the requisite resolution of the Board of Directors, a statutory surplus reserve of RMB 36.4 million ($5.6 million) was recorded within Shareholders’ Equity as an appropriation of the PRC subsidiaries’ retained earnings, of which $3.9 million is attributable to the Company’s common shareholders and $1.7 million is attributable to non-controlling shareholders. The statutory surplus reserve of RMB 36.4 million ($5.6 million) has reached 50% of its PRC subsidiaries’ registered capital.

122


18.  Consolidated Statements of Operations Supplemental Information

(a)

Selling Expenses

The following table summarizes the Company’s selling expenses, including sales commissions and other selling expenses such as direct advertising and marketing expenses, which are recognized within Costs and Expenses Applicable to Revenues in the Consolidated Statements of Operations, for the years ended December 31, 20182021, 2020 and 2017, as the impact of these exercises would be antidilutive.2019:

 

 

Years Ended December 31,

 

 

2021

 

 

2020

 

 

2019

 

(In thousands of U.S. Dollars)

Sales

Commissions

 

 

Other

Selling Expenses

 

 

Sales

Commissions

 

 

Other

Selling Expenses

 

 

Sales

Commissions

 

 

Other

Selling Expenses

 

Technology sales(1)

$

 

1,885

 

 

$

 

989

 

 

$

 

1,278

 

 

$

 

1,077

 

 

$

 

2,031

 

 

$

 

1,072

 

Image enhancement and maintenance services(2)

 

 

 

 

 

 

8,923

 

 

 

 

 

 

 

 

4,306

 

 

 

 

 

 

 

 

22,869

 

Technology rentals(3)

 

 

399

 

 

 

 

1,109

 

 

 

 

908

 

 

 

 

510

 

 

 

 

383

 

 

 

 

2,952

 

Total

$

 

2,284

 

 

$

 

11,021

 

 

$

 

2,186

 

 

$

 

5,893

 

 

$

 

2,414

 

 

$

 

26,893

 

117

(1)

Sales commissions paid prior to the recognition of the related revenue are deferred and recognized upon the client acceptance of the IMAX Theater System. Direct advertising and marketing costs for each theater are expensed as incurred.


16. Consolidated Statements of Operations Supplemental Information

(a) Other Revenues

The Company enters into theater system arrangements with customers that typically contain customer payment obligations prior to the scheduled installation of the theater systems. During the period of time between signing and theater system installation, certain customers each year are unable to, or 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 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 refunded and are recognized 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, $nil and $1.3 million in 2018, 2017 and 2016, respectively.

(b) Foreign Exchange

(2)

Film exploitation costs, including advertising and marketing costs are expensed as incurred.

(3)

Sales commissions related to joint revenue sharing arrangements accounted for operating leases are recognized in the month they are earned by the salesperson, which is typically the month in which the theater system is installed. Direct advertising and marketing costs for each theater are expensed as incurred.

(b)

Foreign Exchange

Included in selling, generalSelling, General and administrative expensesAdministrative Expenses for the year ended December 31, 20182021 is $1.7 million for a net foreigngain of $1.3 million resulting from changes in exchange lossrates related to the translation of foreign currency denominated monetary assets and liabilities, as compared to a net gain of $1.0$0.8 million and a net loss of $0.9 million for the years ended December 31, 20172020 and 2016,2019, respectively. See note 20(d)Note 22(c) for additional information.

(c)

Collaborative Arrangements

(c) Collaborative Arrangements

Joint Revenue Sharing Arrangements

In a joint revenue sharing arrangement,As of December 31, 2021, the Company receives a portion of a theater’sbox-officehas signed traditional 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 end 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 signedhybrid joint revenue sharing agreements with 3543 exhibitors (2017(2020 — 47)43) for a total of 1,185 theater systems (20171,225 IMAX Theater Systems (2020 — 1,084)1,232), of which 798909 theaters (2017(2020 — 747)890) were operatingoperational and included in the network as at December 31, 2018. On January 1, 2018, the Company adopted ASC Topic 606 which resulted in exhibitors who had previously been considered a joint revenue sharing arrangement to now be classified as a sale arrangement. Prior year exhibitors and total number of theaters have not been amended.that date. The terms of the Company’s joint revenue sharingthese arrangements are similar in nature, rights, and obligations. (See Note 6 for a description of the material terms of the Company’s collaborative joint revenue sharing arrangements.) The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in note 2(m)Note 3(p).

AmountsRevenue attributable to transactions arising between the Company and its customers under joint revenue sharing arrangements are included in Equipment and Productrecorded within Revenues – Technology Sales and Rentals revenue and forRevenues – Technology Rentals. For the year ended December 31, 2018 amounted to $86.62021, such revenues totaled $51.6 million (2017(2020$80.6$19.9 million; 2016 —$91.42019 — $92.0 million). (See Note 20(a) for a disaggregated presentation of the Company’s revenues.)

IMAX DMR

In an IMAX DMR arrangement, the Company transforms conventional motion picturesreceives a percentage of the box office receipts from a third party who owns the copyright to a film in exchange for converting the film into IMAX DMR format and distributing it through the Company’s large screen format, allowingIMAX network. The fee earned by the release of Hollywood content to the global IMAX theater network. InCompany in a typical IMAX DMR film arrangement averages approximately 12.5% of box office receipts (i.e. GBO receipts less applicable sales taxes), except for within Greater China, where the Company will absorb its costs for the digitalre-mastering and then recoup this cost from a percentage of thebox-office receipts of the film, which in recent years has averaged approximately 12.5% outside of Greater China andreceives 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.

123

118


In 2018,2021, the majority of IMAX DMR revenue was earned from the exhibition of 70 IMAX DMR69 films (2017 — 60)(63 new and 6 carryovers) and the re-release of classic titles throughout the IMAX theater network.network, as compared to 35 films (31 new and 4 carryovers) and the re-release of classic titles in 2020, and 72 films (60 new and 12 carryovers) exhibited in 2019. The accounting policy for the Company’s IMAX DMR arrangements is disclosed in note 2(m)Note 3(p).

AmountsRevenue attributable to transactions arising between the Company and its customers under IMAX DMR arrangements are included in Services revenuesRevenues – Image Enhancement and forMaintenance Services. For the year ended December 31, 2018 amounted to $110.82021, such revenues totaled $70.7 million (2017 —$108.9(2020 — $28.3 million; 2016 —$106.42019 — $120.8 million). (See Note 20(a) for a disaggregated presentation of the Company’s revenues.)

Co-Produced Film Arrangements

In certain film arrangements, the 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, 2018,2021, the Company has two significantis party to 1 co-produced arrangements film arrangement, which primarily represents the VIE total assets balance of $12.2$1.6 million and liabilities balance of $11.6$0.3 million and three3 otherco-produced film arrangements, the terms of which are similar. The accounting policies relating toco-produced film arrangements are disclosed in notes 2(a)Notes 3(a) and 2(m)3(p).

In 2018, a recovery of $0.5 million (2017 —2021, an expense of $1.2$0.4 million (2020 — $2.0 million; 20162019expense of $1.4$0.6 million) attributable to transactions between the Company and other parties involved in the production of the films have been included in costCosts and expenses applicableExpenses Applicable to revenues-services.

In 2016, the Company entered into an arrangement toco-produce television episodic content. Funding was provided to the third partyRevenues – Image Enhancement 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.Maintenance Services.

In 2017, the Company is participated in one1 significantco-produced television arrangement. This arrangement was not a VIE.

For the year ended December 31, 2018,2021, revenues of $0.2 million (2020 — $0.3 million (2017million; 2019$20.4$0.4 million) and costsCosts and expenses applicableExpenses Applicable to revenuesRevenues of $0.3 million (2017$nil (2020$33.4$nil; 2019 — less than $0.1 million), attributable to this collaborative arrangement have beenwere recorded inwithin Revenue – Image Enhancement and Maintenance Services and Costs and expenses applicableExpenses Applicable to revenuesRevenuesServices, respectively. In 2017, 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.

17. Receivable Provisions, Net of Recoveries

The following table reflects the Company’s receivable provisions net of recoveries recorded in the consolidated statements of operations:Maintenance Services. 

 

   Years Ended December 31, 
   2018   2017   2016 

Accounts receivable provisions, net of recoveries

  $3,030   $1,967   $1,029 

Financing receivable provisions, net of recoveries

   100    680    (75
  

 

 

   

 

 

   

 

 

 

Receivable provisions, net of recoveries

  $3,130   $2,647   $954 
  

 

 

   

 

 

   

 

 

 

119


18.19.  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)

 

2021

 

 

 

2020

 

 

 

2019

 

(Increase) decrease in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing receivables

$

 

(7,637

)

 

$

 

(10,568

)

 

$

 

(320

)

Prepaid expenses

 

 

(3,230

)

 

 

 

(979

)

 

 

 

(290

)

Variable consideration receivables

 

 

(2,905

)

 

 

 

(2,361

)

 

 

 

(4,056

)

Other assets

 

 

1,003

 

 

 

 

(4,747

)

 

 

 

(2,063

)

(Decrease) increase in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

(4,752

)

 

 

 

414

 

 

 

 

(11,774

)

Accrued and other liabilities

 

 

15,167

 

 

 

 

(6,399

)

 

 

 

(8,505

)

 

$

 

(2,354

)

 

$

 

(24,640

)

 

$

 

(27,008

)

(b)

Cash payments made on account

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

 

2020

 

 

 

2019

 

Income taxes(1)

$

 

18,475

 

 

$

 

4,763

 

 

$

 

17,298

 

Interest

$

 

3,251

 

 

$

 

5,773

 

 

$

 

1,231

 

124


 

   Years Ended December 31, 
   2018   2017   2016 

Decrease (increase) in:

      

Accounts receivable

  $33,942   $(37,807  $(1,414

Financing receivables

   1,325    (7,253   (4,627

Inventories

   (14,022   10,832    (3,825

Prepaid expenses

   (3,703   (924   (127

Other assets, prepaid tax

   —      —      (5,664

Other assets

   (3,084   (457   (1,038

Increase (decrease) in:

      

Accounts payable

   7,749    4,204    (3,360

Accrued and other liabilities

   (3,266   (642   3,914 

Deferred revenue

   (6,494   22,906    (14,733
  

 

 

   

 

 

   

 

 

 
  $12,447   $(9,141  $(30,874
  

 

 

   

 

 

   

 

 

 

(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.

(b) Cash payments made on account of:

(c)

Depreciation and amortization

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

2021

 

 

 

2020

 

 

 

2019

 

Film assets

 

$

 

16,316

 

 

$

 

8,838

 

 

$

 

19,176

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment supporting joint revenue sharing arrangements

 

 

 

22,320

 

 

 

 

24,930

 

 

 

 

23,153

 

Other property, plant and equipment

 

 

 

9,479

 

 

 

 

11,225

 

 

 

 

12,477

 

Other intangible assets(1)

 

 

 

6,079

 

 

 

 

6,565

 

 

 

 

6,290

 

Other assets(2)

 

 

 

1,888

 

 

 

 

1,146

 

 

 

 

1,882

 

Total

 

$

 

56,082

 

 

$

 

52,704

 

 

$

 

62,978

 

 

   Years Ended December 31, 
   2018   2017   2016 

Income taxes

  $12,684   $22,829   $24,640 
  

 

 

   

 

 

   

 

 

 

Interest

  $502   $826   $721 
  

 

 

   

 

 

   

 

 

 

(c) Depreciation and amortization are comprised of the following:

   Years Ended December 31, 
   2018   2017   2016 

Film assets(1)

  $15,679   $31,031   $16,324 

Property, plant and equipment

      

Joint revenue sharing arrangements

   20,739    18,112    15,840 

Other property, plant and equipment

   13,164    11,803    9,692 

Other intangible assets

   5,507    4,319    3,235 

Other assets

   1,242    980    862 

Deferred financing costs

   1,106    562    532 
  

 

 

   

 

 

   

 

 

 
  $57,437   $66,807   $46,485 
  

 

 

   

 

 

   

 

 

 

(1)

IncludedIncludes the amortization of licenses and intellectual property recorded in film asset amortization is a charge of $nil (2017 — $1.5 million; 2016 — $0.2 million) relating to changes in estimates basedResearch and Development on the ultimate recoverabilityConsolidated Statement of future films.

120


(d) Write-downs, net of recoveries, are comprised of the following:

   Years Ended December 31, 
   2018   2017   2016 

Asset impairments

      

Property, plant and equipment

  $3,725   $3,966   $223 

Other assets

   2,565    2,533    —   

Prepaid expenses

   121    —      —   

Other intangible assets

   66    —      —   

Impairment of investments

   —      1,225    194 

Film assets

   —      17,363    3,020 

Other charges (recoveries)

      

Accounts receivables

   3,030    1,967    1,029 

Financing receivables

   100    680    (75

Inventories

   250    500    458 

Property, plant and equipment(1)

   1,762    1,224    885 

Other intangible assets

   151    63    206 

Other assets

   —      47    —   
  

 

 

   

 

 

   

 

 

 
  $11,770   $29,568   $5,940 
  

 

 

   

 

 

   

 

 

 

Inventory charges

      

Recorded in costs and expenses applicable to revenues—equipment & product sales

  $250   $500   $227 

Recorded in costs and expenses applicable to revenues—services

   —      —      231 
  

 

 

   

 

 

   

 

 

 
  $250   $500   $458 
  

 

 

   

 

 

   

 

 

 

(1)

In 2018, the Company recorded a chargeOperations of $0.8$1.3 million (2017 — $1.2 million; 2016 — $0.3 million) reflecting property, plant and equipment that were no longer in use. In 2018, the Company recorded a charge of $0.6 million in cost of sales applicable to Equipment and product sales and $0.4 million in revenue applicable to Equipment and product sales upon the upgrade of xenon-based digital systems under joint revenue sharing arrangements to laser-based digital systems. In 2016, the Company also recorded a charge of $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, 2017.2021 (2020 — $1.3 million). 

(2)

Includes the amortization of lessee incentives provided by the Company to its customers under joint revenue sharing arrangements.

 

(d)

Write-downs, net of recoveries

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

 

2020

 

 

 

2019

 

Inventories(1)

$

 

890

 

 

$

 

3,632

 

 

$

 

446

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment supporting joint revenue sharing arrangements(2)

 

 

364

 

 

 

 

1,784

 

 

 

 

2,207

 

Other property, plant and equipment

 

 

217

 

 

 

 

174

 

 

 

 

249

 

Other intangible assets

 

 

142

 

 

 

 

184

 

 

 

 

95

 

Film assets(3)

 

 

151

 

 

 

 

10,804

 

 

 

 

1,379

 

Other assets(4)

 

 

0

 

 

 

 

1,151

 

 

 

 

0

 

 

$

 

1,764

 

 

$

 

17,729

 

 

$

 

4,376

 

(1)

In 2021, the Company recorded write-downs of $0.9 million (2020 — $3.6 million; 2019 — $0.4 million) in Costs and Expenses Applicable to Technology Sales related to excess and damaged inventory.

(2)

In 2021, the Company recorded charges of $0.4 million (2020 — $1.8 million; 2019 — $2.2 million) in Costs and Expenses Applicable to Technology Rentals mostly related to the write-down of leased IMAX Xenon Theater Systems which were taken out of service in connection with customer upgrades to IMAX Laser Theater Systems.

(3)

In 2021, the company recorded impairment losses of $0.2 million related to the write-down of DMR related film assets. In 2020, the Company recorded impairment losses of $10.8 million (2019 — $1.4 million) in Costs and Expenses Applicable to Image Enhancement and Maintenance Services principally to write-down the carrying value of certain documentary and alternative content film assets and DMR related film assets due to a decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments.

(4)

In 2020, the Company recorded a write-down of $1.2 million in Asset Impairments related to content-related assets which became impaired in the year. NaN such charge was recorded in 2021 and 2019.

125


(e)

Significantnon-cash investing and financing activities are comprised of the following:

   Years Ended
December 31,
 
   2018   2017 

Net accruals related to:

    

Purchases of property, plant and equipment

  $227   $871 

Investment in joint revenue sharing arrangements

   (61   69 

Acquisition of other intangible assets

   89    37 
  

 

 

   

 

 

 
  $255   $977 
  

 

 

   

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

 

2020

 

 

 

2019

 

Net (decrease) increase in accruals related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in equipment supporting joint revenue sharing arrangements

$

 

1,009

 

 

$

 

(1,888

)

 

$

 

(2,013

)

Acquisition of other intangible assets

 

 

(891

)

 

 

 

792

 

 

 

 

(51

)

Purchases of property, plant and equipment

 

 

(188

)

 

 

 

158

 

 

 

 

496

 

 

$

 

(70

)

 

$

 

(938

)

 

$

 

(1,568

)

 

12120.Revenue from Contracts with Customers

(a)

Disaggregated Information About Revenue

The following tables summarize the Company’s revenues by type and reportable segment for the years ended December 31, 2021, 2020, and 2019:

 

Year Ended December 31, 2021

 

 

Revenue from

 

 

 

 

 

 

 

 

 

 

 

 

 

Contracts with Customers

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

Fixed

consideration

 

 

Variable

consideration

 

 

Revenue from Lease

Arrangements

 

 

Finance Income

 

 

Total

 

Technology sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems(1)

$

 

37,900

 

 

$

 

5,576

 

 

$

 

 

11,392

 

 

$

 

0

 

 

$

 

54,868

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

0

 

 

 

 

0

 

 

 

 

 

5,406

 

 

 

 

0

 

 

 

 

5,406

 

Other Theater Business

 

 

2,363

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

2,363

 

Other sales(2)

 

 

3,475

 

 

 

 

41

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

3,516

 

Sub-total

 

 

43,738

 

 

 

 

5,617

 

 

 

 

 

16,798

 

 

 

 

0

 

 

 

 

66,153

 

Image enhancement and maintenance services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

 

0

 

 

 

 

70,659

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

70,659

 

IMAX Maintenance

 

 

53,339

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

53,339

 

Film Post-Production

 

 

4,260

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

4,260

 

Film Distribution

 

 

205

 

 

 

 

1,259

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

1,464

 

Other

 

 

377

 

 

 

 

1,049

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

1,426

 

Sub-total

 

 

58,181

 

 

 

 

72,967

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

131,148

 

Technology rentals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

0

 

 

 

 

0

 

 

 

 

 

46,184

 

 

 

 

0

 

 

 

 

46,184

 

Other

 

 

0

 

 

 

 

0

 

 

 

 

 

606

 

 

 

 

0

 

 

 

 

606

 

Sub-total

 

 

0

 

 

 

 

0

 

 

 

 

 

46,790

 

 

 

 

0

 

 

 

 

46,790

 

Finance income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

0

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

10,792

 

 

 

 

10,792

 

Total

$

 

101,919

 

 

$

 

78,584

 

 

$

 

 

63,588

 

 

$

 

10,792

 

 

$

 

254,883

 

126


19. Segmented Information

Management,

 

Year Ended December 31, 2020

 

 

Revenue from

 

 

 

 

 

 

 

 

 

 

 

 

 

Contracts with Customers

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands of U.S. Dollars)

Fixed

consideration

 

 

Variable

consideration

 

 

Revenue from Lease

Arrangements

 

 

Finance Income

 

 

Total

 

Technology sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems(1)(3)

$

 

33,869

 

 

$

 

5,799

 

 

$

 

 

4,271

 

 

$

 

0

 

 

$

 

43,939

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

0

 

 

 

 

0

 

 

 

 

 

2,056

 

 

 

 

0

 

 

 

 

2,056

 

Other Theater Business

 

 

1,666

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

1,666

 

Other sales(2)

 

 

1,957

 

 

 

 

110

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

2,067

 

Sub-total

 

 

37,492

 

 

 

 

5,909

 

 

 

 

 

6,327

 

 

 

 

0

 

 

 

 

49,728

 

Image enhancement and maintenance services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

 

0

 

 

 

 

28,265

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

28,265

 

IMAX Maintenance

 

 

21,999

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

21,999

 

Film Post-Production

 

 

3,878

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

3,878

 

Film Distribution

 

 

3,000

 

 

 

 

1,841

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

4,841

 

Other

 

 

0

 

 

 

 

335

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

335

 

Sub-total

 

 

28,877

 

 

 

 

30,441

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

59,318

 

Technology rentals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

0

 

 

 

 

0

 

 

 

 

 

17,841

 

 

 

 

0

 

 

 

 

17,841

 

Sub-total

 

 

0

 

 

 

 

0

 

 

 

 

 

17,841

 

 

 

 

0

 

 

 

 

17,841

 

Finance income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

0

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

10,116

 

 

 

 

10,116

 

Total

$

 

66,369

 

 

$

 

36,350

 

 

$

 

 

24,168

 

 

$

 

10,116

 

 

$

 

137,003

 

 

Year Ended December 31, 2019

 

 

Revenue from

 

 

 

 

 

 

 

 

 

 

 

 

 

Contracts with Customers

 

 

 

 

 

 

 

 

 

 

 

 


(In thousands of U.S. Dollars)

Fixed

consideration

 

 

Variable

consideration

 

 

Revenue from Lease

Arrangements

 

 

Finance Income

 

 

Total

 

Technology sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems(1)(3)

$

 

77,058

 

 

$

 

10,247

 

 

$

 

 

9,105

 

 

$

 

0

 

 

$

 

96,410

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

0

 

 

 

 

0

 

 

 

 

 

11,014

 

 

 

 

0

 

 

 

 

11,014

 

Other Theater Business

 

 

8,390

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

8,390

 

Other sales(2)

 

 

2,209

 

 

 

 

222

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

2,431

 

Sub-total

 

 

87,657

 

 

 

 

10,469

 

 

 

 

 

20,119

 

 

 

 

0

 

 

 

 

118,245

 

Image enhancement and maintenance services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

 

0

 

 

 

 

120,765

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

120,765

 

IMAX Maintenance

 

 

53,151

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

53,151

 

Film Post-Production

 

 

7,392

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

7,392

 

Film Distribution

 

 

0

 

 

 

 

4,818

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

4,818

 

Other

 

 

 

 

 

 

 

2,421

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

2,421

 

Sub-total

 

 

60,543

 

 

 

 

128,004

 

 

 

 

 

0

 

 

 

 

0

 

 

 

 

188,547

 

Technology rentals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

0

 

 

 

 

0

 

 

 

 

 

76,673

 

 

 

 

0

 

 

 

 

76,673

 

Other

 

 

0

 

 

 

 

25

 

 

 

 

 

1,263

 

 

 

 

0

 

 

 

 

1,288

 

Sub-total

 

 

0

 

 

 

 

25

 

 

 

 

 

77,936

 

 

 

 

0

 

 

 

 

77,961

 

Finance income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

0

 

 

 

 

0

 

 

 

 

 

0

 

 

 

 

10,911

 

 

 

 

10,911

 

Total

$

 

148,200

 

 

$

 

138,498

 

 

$

 

 

98,055

 

 

$

 

10,911

 

 

$

 

395,664

 

127


(1)

Includes revenues earned from sales or sales-type lease arrangements involving new and upgraded IMAX Theater Systems, as well as the impact on revenue of renewals and amendments to existing theater system arrangements.

(2)

Other sales include revenues associated with New Business Initiatives.

(3)

Prior period comparatives have been revised to appropriately classify $4.3 million and $9.1 million, respectively, of fixed consideration under revenue from contracts with customers to revenue from lease arrangements for the years ended December 31, 2020 and 2019.

(b)

Deferred Revenue

IMAX Theater System sale and lease arrangements include a requirement for the Company to provide maintenance services over the life of the arrangement, subject to a consumer price index adjustment each year. In circumstances where customers prepay the entire term’s maintenance fee, additional payments are due to the Company for the years after its extended warranty and maintenance obligations expire. Payments upon renewal each year are either prepaid or made in arrears and can vary in frequency from monthly to annually. As of December 31, 2021, $20.2 million of consideration has been deferred in relation to outstanding maintenance services to be provided on existing maintenance contracts (December 31, 2020 — $21.6 million and 2019 — $17.7 million). Maintenance revenue is recognized evenly over the contract term which coincides with the period over which maintenance services are provided. In the event of customer default, any payments made by the customer may be retained by the Company.

In instances where the Company receives consideration prior to satisfying its performance obligations, the recognition of revenue is deferred. The majority of the deferred revenue balance relates to payments received by the Company for IMAX Theater Systems where control of the system has not transferred to the customer. The deferred revenue balance related to an individual theater increases as progress payments are made and is then derecognized when control of the system is transferred to the customer. Recognition dates are variable and depend on numerous factors, including some outside of the Company’s control.

128


21.  Segment Reporting

The Company’s Chief Executive Officer (“CEO”) who is the Company’sits Chief Operating Decision Maker (as(“CODM”), as such term is defined in the Segment Reporting Topicunder U.S. GAAP. The CODM, along with other members of the FASB ASC), assessesmanagement, assess segment performance based on segment revenues and gross 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.

The Company’sCompany has the following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) Film Distribution; (vii) Film Post-Production; and (viii) New Business Initiatives. The Company organizes its reportable segments are organized underinto the following four primary groupscategories, identified by the nature of the product sold or service provided: (1) Network Business, representing variable revenue generated by 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 (effective January 1, 2018, the Company no longer includes hybrid joint revenue sharing arrangements, which are accounted for as a sale under ASC Topic 606, in the joint revenue sharing arrangement reportable segment. These arrangements are now reflected under the IMAX systems segment of Theater Business, prior years have not been adjusted to reflect the change in accounting policy); (2) Theater Business, representing revenue generated by the sale and installation of theater systems and maintenance services, primarily related to the IMAX Systems and Theater System Maintenance reportable segments, and also includes hybrid (fixed and contingent) revenues and upfront installation costs from sales arrangements previously reported in 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, 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, certain IMAX theaters that the Company owns and operates, camera rentals and other miscellaneous items.

(i)

IMAX Technology Network, which earns revenue based on contingent box office receipts and includes the IMAX DMR segment and contingent rent from the Joint Revenue Sharing Arrangements (“JRSA”) segment;

(ii)

IMAX Technology Sales and Maintenance, which includes results from the IMAX Systems, IMAX Maintenance and Other Theater Business segments, as well as fixed revenues from the JRSA segment;

(iii)

Film Distribution and Post-Production, which includes activities related to the distribution of large-format documentary films, primarily to institutional theaters, and the distribution of exclusive experiences ranging from live performances to interactive events with leading artists and creators (through the Film Distribution segment) and the provision of film post-production and quality control services (through the Film Post-Production segment); and

(iv)

New Business Initiatives, which is a segment that includes activities related to the expansion of the IMAX brand across new lines of business and initiatives.

The Company is presentingpresents its segment information at a disaggregated level to provide more relevant information to readers, as permitted by the standard. On January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, and all the related amendments on a prospective basis, refer to note 4 for additional information. The accounting policiesusers of the segments are the same as those described in note 2.its financial statements.

Transactions between the film production and IMAX DMR segment and the film post-productionFilm Post-Production segment are valued at exchange value. Inter-segment profits are eliminated upon consolidation, as well as for the disclosures below.

129


(a)

Segment Financial Information

The following table presents the Company’s revenue and gross margin (margin loss) by category and reportable segment for the years ended December 31, 2021, 2020, and 2019:

 

 

Years Ended December 31,

 

 

 

Revenue(1)

 

 

Gross Margin (Margin Loss)

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

 

2019

 

IMAX Technology Network

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

$

70,659

 

 

$

28,265

 

 

$

120,765

 

 

$

44,782

 

 

$

13,731

 

 

$

78,592

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

46,184

 

 

 

17,841

 

 

 

76,673

 

 

 

21,761

 

 

 

(9,500

)

 

 

48,446

 

 

 

 

116,843

 

 

 

46,106

 

 

 

197,438

 

 

 

66,543

 

 

 

4,231

 

 

 

127,038

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems(2)

 

 

65,660

 

 

 

54,055

 

 

 

107,321

 

 

 

34,981

 

 

 

24,816

 

 

 

58,168

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

5,406

 

 

 

2,056

 

 

 

11,014

 

 

 

1,343

 

 

 

529

 

 

 

2,613

 

IMAX Maintenance(3)

 

 

53,339

 

 

 

21,999

 

 

 

53,151

 

 

 

27,572

 

 

 

3,068

 

 

 

23,010

 

Other Theater Business(4)

 

 

2,363

 

 

 

1,666

 

 

 

8,390

 

 

 

398

 

 

 

(438

)

 

 

2,624

 

 

 

 

126,768

 

 

 

79,776

 

 

 

179,876

 

 

 

64,294

 

 

 

27,975

 

 

 

86,415

 

Film Distribution and Post-Production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Film Distribution(5)

 

 

1,464

 

 

 

4,841

 

 

 

4,818

 

 

 

(1,121

)

 

 

(9,840

)

 

 

(2,942

)

Post-Production

 

 

4,260

 

 

 

3,878

 

 

 

7,392

 

 

 

1,969

 

 

 

(358

)

 

 

1,680

 

 

 

 

5,724

 

 

 

8,719

 

 

 

12,210

 

 

 

848

 

 

 

(10,198

)

 

 

(1,262

)

New Business Initiatives

 

 

3,704

 

 

 

2,226

 

 

 

2,754

 

 

 

3,399

 

 

 

1,878

 

 

 

2,106

 

Sub-total for reportable segments

 

 

253,039

 

 

 

136,827

 

 

 

392,278

 

 

 

135,084

 

 

 

23,886

 

 

 

214,297

 

Other

 

 

1,844

 

 

 

176

 

 

 

3,386

 

 

 

(678

)

 

 

(2,346

)

 

 

(125

)

Total

 

$

254,883

 

 

$

137,003

 

 

$

395,664

 

 

$

134,406

 

 

$

21,540

 

 

$

214,172

 

The following table presents the Company’s assets by category and reportable segment, reconciled to consolidated assets, as of December 31, 2021 and 2020:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

IMAX Technology Network

 

 

 

 

 

 

 

 

IMAX DMR

 

$

48,299

 

 

$

29,672

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

196,789

 

 

 

195,822

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

IMAX Systems

 

 

249,672

 

 

 

240,972

 

Joint Revenue Sharing Arrangements, fixed fees

 

 

27,930

 

 

 

27,778

 

IMAX Maintenance

 

 

38,530

 

 

 

36,949

 

Other Theater Business

 

 

82

 

 

 

106

 

Film Distribution and Post-Production

 

 

 

 

 

 

 

 

Film Distribution

 

 

7,185

 

 

 

5,984

 

Post-Production

 

 

31,575

 

 

 

35,526

 

New Business Initiatives

 

 

1,420

 

 

 

1,196

 

Sub-total for reportable segments

 

 

601,482

 

 

 

574,005

 

Corporate and other non-segment specific assets

 

 

281,765

 

 

 

423,745

 

Total

 

$

883,247

 

 

$

997,750

 

130


 

122The following table presents the Company’s amortization by category and reportable segment, and on a consolidated basis, for the years ended December 31, 2021, 2020, and 2019:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

IMAX Technology Network

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

$

15,917

 

 

$

10,269

 

 

$

16,117

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

24,208

 

 

 

26,076

 

 

 

25,036

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

2,076

 

 

 

3,548

 

 

 

3,878

 

IMAX Maintenance

 

 

 

 

 

213

 

 

 

299

 

Film Distribution and Post-Production

 

 

 

 

 

 

 

 

 

 

 

 

Film Distribution

 

 

600

 

 

 

1,213

 

 

 

3,894

 

Post-Production

 

 

924

 

 

 

1,281

 

 

 

1,301

 

New Business Initiatives

 

 

 

 

 

11

 

 

 

58

 

Sub-total for reportable segments

 

 

43,725

 

 

 

42,611

 

 

 

50,583

 

Corporate and other non-segment specific assets(6)

 

 

12,357

 

 

 

10,093

 

 

 

12,395

 

Total

 

$

56,082

 

 

$

52,704

 

 

$

62,978

 

The following table presents the Company’s write-downs, including asset impairments and credit loss (reversal) expense, by category and reportable segment, and on a consolidated basis, for the years ended December 31, 2021, 2020, and 2019:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

IMAX Technology Network

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

$

151

 

 

$

1,057

 

 

$

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

364

 

 

 

1,784

 

 

 

2,207

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

837

 

 

 

2,872

 

 

 

276

 

IMAX Maintenance

 

 

53

 

 

 

510

 

 

 

170

 

Film Distribution and Post-Production

 

 

 

 

 

 

 

 

 

 

 

 

Film Distribution

 

 

 

 

 

9,997

 

 

 

1,379

 

Post-Production

 

 

 

 

 

 

 

 

 

New Business Initiatives

 

 

 

 

 

52

 

 

 

96

 

Sub-total for reportable segments

 

 

1,405

 

 

 

16,272

 

 

 

4,128

 

Corporate and other non-segment specific assets(7)

 

 

(3,592

)

 

 

20,065

 

 

 

2,678

 

Total

 

$

(2,187

)

 

$

36,337

 

 

$

6,806

 


131


(a) Operating Segments

The following table presents the Company’s purchases of Property, Plant and Equipment by category and reportable segment for the years ended December 31, 2021, 2020, and 2019:

 

   Years Ended December 31, 
   2018   2017   2016 

Revenue(1)

      

Network business

      

IMAX DMR

  $110,793   $108,853   $106,403 

Joint revenue sharing arrangements – contingent rent

   73,371    70,444    73,500 

IMAX systems – contingent rent

   —      3,890    4,644 
  

 

 

   

 

 

   

 

 

 
   184,164    183,187    184,547 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems

   100,656    90,347    100,884 

Joint revenue sharing arrangements – fixed fees

   9,706    10,118    17,913 

Theater system maintenance

   49,684    45,383    40,430 

Other theater

   8,358    9,145    10,888 
  

 

 

   

 

 

   

 

 

 
   168,404    154,993    170,115 
  

 

 

   

 

 

   

 

 

 

New business(2)

   5,769    24,522    626 
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   9,516    10,382    8,873 

Film distribution

   3,446    2,790    5,254 

Other

   3,102    4,893    7,919 
  

 

 

   

 

 

   

 

 

 
   16,064    18,065    22,046 
  

 

 

   

 

 

   

 

 

 

Total Revenues

  $374,401   $380,767   $377,334 
  

 

 

   

 

 

   

 

 

 

Gross Margin

      

Network business

      

IMAX DMR(4)

  $72,773   $71,789   $69,196 

Joint revenue sharing arrangements – contingent rent(4)

   48,856    47,337    54,705 

IMAX systems – contingent rent

   —      3,890    4,644 
  

 

 

   

 

 

   

 

 

 
   121,629    123,016    128,545 
  

 

 

   

 

 

   

 

 

 

Theater business

      

IMAX systems(3) (4)

   60,019    57,734    55,448 

Joint revenue sharing arrangements – fixed fees(4)

   1,982    2,349    5,132 

Theater system maintenance(3)

   21,991    18,275    13,660 

Other theater

   1,806    1,965    1,930 
  

 

 

   

 

 

   

 

 

 
   85,798    80,323    76,170 
  

 

 

   

 

 

   

 

 

 

New business(2)

   (350   (16,176   (2,199
  

 

 

   

 

 

   

 

 

 

Other

      

Film post-production

   3,107    4,791    3,729 

Film distribution(4)

   (1,344   (5,797   (3,909

Other

   (911   (911   342 
  

 

 

   

 

 

   

 

 

 
   852    (1,917   162 
  

 

 

   

 

 

   

 

 

 

Total segment margin

  $207,929   $185,246   $202,678 
  

 

 

   

 

 

   

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

IMAX Technology Network

 

 

 

 

 

 

 

 

 

 

 

 

IMAX DMR

 

$

 

 

$

 

 

$

99

 

Joint Revenue Sharing Arrangements, contingent rent

 

 

10,094

 

 

 

6,654

 

 

 

40,489

 

IMAX Technology Sales and Maintenance

 

 

 

 

 

 

 

 

 

 

 

 

IMAX Systems

 

 

621

 

 

 

50

 

 

 

452

 

IMAX Maintenance

 

 

25

 

 

 

 

 

 

311

 

Film Distribution and Post-Production

 

 

 

 

 

 

 

 

 

 

 

 

Film Distribution

 

 

1,599

 

 

 

 

 

 

 

Post-Production

 

 

609

 

 

 

456

 

 

 

1,210

 

New Business Initiatives

 

 

 

 

 

 

 

 

 

Sub-total for reportable segments

 

 

12,948

 

 

 

7,160

 

 

 

42,561

 

Corporate and other non-segment specific assets

 

 

736

 

 

 

191

 

 

 

5,349

 

Total

 

$

13,684

 

 

$

7,351

 

 

$

47,910

 

 

123


   Years Ended December 31, 
   2018   2017   2016 

Depreciation and amortization

      

Network business

      

IMAX DMR

   $13,602    $15,779    $15,028 

Joint revenue sharing arrangements—contingent rent

   21,970    19,092    16,724 

Theater business

      

IMAX systems

   3,615    3,551    4,165 

Theater system maintenance

   164    173    72 

New business(2)

   2,519    15,365    629 

Other

      

Film post-production

   1,500    1,845    2,769 

Film distribution

   2,225    2,128    1,444 

Other

   790    911    938 

Corporate and othernon-segment specific assets

   11,052    7,963    4,716 
  

 

 

   

 

 

   

 

 

 

Total

  $57,437   $66,807   $46,485 
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31, 
   2018   2017   2016 

Asset impairments and write-downs, net of recoveries

      

Network business

      

IMAX DMR

  $15   $—     $—   

Joint revenue sharing arrangements—contingent rent

   1,193    944    266 

Theater business

      

IMAX systems

   250    2,930    916 

Theater system maintenance

   —      —      1,002 

New business(2)

   7,399    16,400    —   

Other

      

Film post-production

   —      —      223 

Film distribution

   —      5,865    3,020 

Corporate and othernon-segment specific assets

   2,913    3,429    513 
  

 

 

   

 

 

   

 

 

 

Total

  $11,770   $29,568   $5,940 
  

 

 

   

 

 

   

 

 

 

124


   Years Ended December 31, 
   2018   2017   2016 

Purchase of property, plant and equipment

      

Network business

      

IMAX DMR

  $55   $518   $1,121 

Joint revenue sharing arrangements—contingent rent

   34,810    42,634    42,910 

Theater business

      

IMAX systems

   2,813    4,537    3,170 

Theater system maintenance

   527    206    481 

New business

   342    4,487    5,070 

Other

      

Film post-production

   1,067    810    1,746 

Film distribution

   —      —      21 

Other

   193    367    804 

Corporate and othernon-segment specific assets

   8,371    13,218    2,865 
  

 

 

   

 

 

   

 

 

 

Total

  $48,178   $66,777   $58,188 
  

 

 

   

 

 

   

 

 

 

   Years Ended December 31 
   2018   2017 

Assets

    

Network business

    

IMAX DMR

  $38,117   $42,067 

Joint revenue sharing arrangements - contingent rent

   223,799    216,285 

IMAX systems - contingent rent

   —      457 

Theater business

    

IMAX systems

   266,290    224,424 

Joint revenue sharing arrangements - fixed fees

   18,044    7,997 

Theater system maintenance

   26,225    27,256 

Other theater

   2,197    1,564 

New business

   1,677    27,450 

Other

    

Film post-production

   36,998    34,480 

Film distribution

   15,601    9,444 

Other

   26,519    7,597 

Corporate and othernon-segment specific assets

   218,133    267,591 
  

 

 

   

 

 

 

Total

  $873,600   $866,612 
  

 

 

   

 

 

 

(1)

The Company’s largest customer represents 17.1%10% of total revenuesRevenues as atof December 31, 2018 (2017 — 13.2%2021 (2020 ― 16%; 2016 — 13.5%2019 ― 17%). No single customer comprises more than 10% of the Company’s total Accounts Receivable as of December 31, 2021 and 2020.

(2)

The performancerevenue from this segment includes the initial upfront payments and the present value of fixed minimum payments from sales and sales-type lease arrangements of IMAX Theater Systems, as well as the present value of estimated variable consideration from sales of IMAX Theater Systems. To a lesser extent, the revenue from this segment also includes finance income associated with these revenue streams.

(3)

Due to the global reopening of the new businessIMAX theater network and the substantial resumption of normal operations throughout the theatrical exhibition industry, as evidenced by box office totals for the fourth quarter of 2021 exceeding pre-pandemic levels, the Company ended the temporary relief program for its exhibitor customers and, as a result, recognized maintenance revenue of $6.3 million that had been due to the potential for the waiver or reduction of maintenance fees during the COVID-19 pandemic, including $2.5 million that had been deferred from 2020 with the remainder from the first nine months of 2021. 

(4)

The revenue from this segment forprincipally includes after-market sales of IMAX projection system parts and 3D glasses.

(5)

During the year ended December 31, 2017, was mostly driven2020, Film Distribution segment results were significantly influenced by impairment losses of $10.0 million, to write-down the investmentcarrying value of certain documentary and alternative content film assets due to a decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments (2019 ― $1.4 million). NaN such impairment losses were incurred in 2021.

(6)

Prior period comparatives have been revised to exclude the theatrical premiereamortization of deferred financing costs of $0.9 million and $0.5 million, respectively, for the television series “Marvels Inhumans”. Episodic revenue, cost of revenueyears ended December 31, 2020 and negative gross margin recognized for2019.

(7)

During the year ended December 31, 2017, were $20.42021, includes the net reversal of current expected credit losses of $4.0 million, $33.4 million and $13.0 million, respectively. The loss recognized in 2017 includes an $11.7 million impairment and amortizationwhich is excluded from the measurement of $13.3 million.the Company’s segment performance (2020 ― provision of $18.6 million; 2019 ― provision of $2.4 million). (See Note 5.)

(3)

In 2018, the Company recorded a charge of $0.3 million (2017 — $0.5 million; 2016 — $0.5 million, respectively) in costs and expenses applicable to revenues, primarily for its film-based projector inventories. Specifically, IMAX systems includes an inventory charge of $0.3 million (2017 — $0.5 million; 2016 — $0.2 million). Theater system maintenance includes inventory write-downs of $nil (2017 — $nil; 2016 —$0.2 million).


132


 

125


(4)

IMAX DMR segment margins include marketing costs of $16.5 million, $15.4 million and $17.5 million in 2018, 2017 and 2016, respectively. Joint revenue sharing arrangements segment margins include advertising, marketing, and commission costs of $3.6 million, $4.5 million and $4.1 million in 2018, 2017 and 2016, respectively. IMAX systems segment margins include marketing and commission costs of $2.9 million, $3.5 million and $3.0 million in 2018, 2017 and 2016, respectively. Film distribution segment margins includes marketing expense of $2.2 million, recovery of $0.7 million and expense of $2.2 million in 2018, 2017 and 2016, 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 IMAX DMR is presented based upon the geographic location of the theaters that exhibit there-mastered remastered films. IMAX DMR revenue is generated through contractual relationships with studios and other third parties and these may not be in the same geographical location as the theater.

The following table summarizes the Company’s revenues by geographic area for the years ended December 31, 2021, 2020, and 2019:

   Years Ended December 31, 
   2018   2017   2016 

Revenue

      

United States

  $118,495   $135,153   $129,844 

Greater China

   117,520    126,474    118,532 

Canada

   10,507    12,812    12,822 

Western Europe

   40,497    32,765    36,286 

Asia (excluding Greater China)

   46,858    35,896    35,283 

Russia & the CIS

   10,133    11,054    14,908 

Latin America

   12,952    10,963    12,191 

Rest of the World

   17,439    15,650    17,468 
  

 

 

   

 

 

   

 

 

 

Total

  $374,401   $380,767   $377,334 
  

 

 

   

 

 

   

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Greater China

 

$

112,801

 

 

$

52,331

 

 

$

124,294

 

United States

 

 

73,499

 

 

 

30,157

 

 

 

121,264

 

Asia (excluding Greater China)

 

 

23,682

 

 

 

20,090

 

 

 

48,386

 

Western Europe

 

 

20,942

 

 

 

13,683

 

 

 

46,911

 

Russia & the CIS

 

 

7,308

 

 

 

2,927

 

 

 

16,124

 

Latin America

 

 

3,601

 

 

 

6,114

 

 

 

9,438

 

Canada

 

 

3,266

 

 

 

1,365

 

 

 

9,220

 

Rest of the World

 

 

9,784

 

 

 

10,336

 

 

 

20,027

 

Total

 

$

254,883

 

 

$

137,003

 

 

$

395,664

 

No single country in the Rest of the World, Western Europe, Latin America, and Asia (excluding Greater China) classifications comprise more than 10% of total revenue.

 

   As at December 31 
   2018   2017 

Property, plant and equipment

    

United States

  $97,843   $105,594 

Greater China

   93,494    84,619 

Canada

   48,275    51,862 

Western Europe

   26,566    19,480 

Asia (excluding Greater China)

   8,084    8,793 

Rest of the World

   6,396    6,433 
  

 

 

   

 

 

 

Total

  $280,658   $276,781 
  

 

 

   

 

 

 

The following table presents the breakdown of Property, Plant and Equipment by geography as of December 31, 2021 and 2020:

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Greater China

 

$

100,182

 

 

$

104,731

 

United States

 

 

91,856

 

 

 

100,495

 

Canada

 

 

32,643

 

 

 

31,624

 

Western Europe

 

 

21,684

 

 

 

25,487

 

Asia (excluding Greater China)

 

 

9,463

 

 

 

9,930

 

Rest of the World

 

 

4,525

 

 

 

5,130

 

Total

 

$

260,353

 

 

$

277,397

 

 

126


133


20.

22.  Financial Instruments

(a) 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$189.7 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, 2021 includes $102.1 million in cash held outside of Canada (December 31, 2020 — $89.9 million), of which $76.3 million was held in the 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, 2020 — $77.2 million).

(b) Fair Value Measurements

(b)

Fair Value Measurements

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, 2021

 

 

As of December 31, 2020

 

  As at December 31, 2018   As at December 31, 2017 
  Carrying
Amount
   Estimated
Fair Value
   Carrying
Amount
   Estimated
Fair Value
 

(In thousands of U.S. Dollars)

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

Level 1

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents(1)

  $141,590   $141,590   $158,725   $158,725 

 

$

189,711

 

 

$

189,711

 

 

$

317,379

 

 

$

317,379

 

Equity securities(2)

 

 

1,087

 

 

 

1,087

 

 

 

13,633

 

 

 

13,633

 

Level 2

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net financed sales receivable(2)

  $117,990   $117,428   $122,259   $122,918 

Net financed sales receivables(3)

 

$

112,657

 

 

$

112,662

 

 

$

112,396

 

 

$

112,603

 

Net investment in sales-type leases(2)(3)

   9,442    9,529    7,235    7,409 

 

 

28,392

 

 

 

28,407

 

 

 

19,414

 

 

 

19,373

 

Convertible loan receivable(2)

   1,500    1,500    1,500    1,500 

Equity securities(3)

   2,022    2,022    2,016    2,016 

Equity securities(1)

 

 

1,000

 

 

 

1,000

 

 

 

1,000

 

 

 

1,000

 

COLI(4)

 

 

3,275

 

 

 

3,275

 

 

 

3,155

 

 

 

3,155

 

Foreign exchange contracts — designated forwards(3)(2)

   (1,202   (1,202   1,425    1,425 

 

 

79

 

 

 

79

 

 

 

1,635

 

 

 

1,635

 

Borrowings under the Playa Vista Loan(1)

   —      —      (25,667   (25,667

Borrowings under the Credit Facility(1)

   (40,000   (40,000   —      —   

Foreign exchange contracts non-designated forwards(2)

 

 

 

 

 

 

 

 

344

 

 

 

344

 

Working Capital Facility borrowings(1)

 

 

(3,612

)

 

 

(3,612

)

 

 

(7,643

)

 

 

(7,643

)

Credit Facility borrowings(1)

 

 

 

 

 

 

 

 

(300,000

)

 

 

(300,000

)

Convertible Notes(5)

 

 

(230,000

)

 

 

(223,100

)

 

 

 

 

 

 

 

(1)

Recorded at cost, which approximates fair value.

(2)

EstimatedFair value is determined using quoted prices in active markets.

(3)

Fair value is estimated based on discounting future cash flows at currently available interest rates with comparable terms.

(3)

(4)

ValueMeasured at cash surrender value, which approximates fair value.

(5)

Fair value is determined using quoted market prices that are observable in active markets.the market or that could be derived from observable market data.

When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significanceThe Company did 0t have any material amounts 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 endedor liabilities as of December 31, 20182021 and 2017.December 30, 2020.

(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.

 

127

(c)

Foreign Exchange Risk Management


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 theaters 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 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, 2018   As at December 31, 2017 
   Minimum   Financed       Minimum   Financed     
   Lease   Sales       Lease   Sales     
   Payments   Receivables   Total   Payments   Receivables   Total 

In good standing

  $8,701   $108,574   $117,275   $6,265   $118,060   $124,325 

Credit Watch

   574    8,723    9,297    568    2,926    3,494 

Pre-approved transactions

   322    565    887    557    1,003    1,560 

Transactions suspended

   —      967    967    —      1,192    1,192 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $9,597   $118,829   $128,426   $7,390   $123,181   $130,571 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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, 2018   As at December 31, 2017 
   Recorded   Related   Recorded   Related 
   Investment   Allowance   Investment   Allowance 

Net investment in leases

  $—     $—     $—     $—   

Net financed sales receivables

   967    (739   1,192    (922
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $967   $(739  $1,192   $(922
  

 

 

   

 

 

   

 

 

   

 

 

 

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

128


to 90 days outstanding 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, 2018 
                   Related          Recorded 
   Accrued           Billed   Unbilled   Total      Investment 
   and           Financing   Recorded   Recorded   Related  Net of 
   Current   30-89 Days   90+ Days   Receivables   Investment   Investment   Allowances  Allowances 

Net investment in leases

  $52   $18   $253   $323   $9,274   $9,597   $(155 $9,442 

Net financed sales receivables

   1,442    2,066    5,241    8,749    110,080    118,829    (839  117,990 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $1,494   $2,084   $5,494   $9,072   $119,354   $128,426   $(994 $127,432 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 
   As at December 31, 2017 
                   Related          Recorded 
   Accrued           Billed   Unbilled   Total      Investment 
   and           Financing   Recorded   Recorded   Related  Net of 
   Current   30-89 Days   90+ Days   Receivables   Investment   Investment   Allowances  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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

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, 2018 
   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

  $28   $9   $246   $283   $1,523   $—     $1,806 

Net financed sales receivables

   558    1,472    5,860    7,890    31,507    —      39,397 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $586   $1,481   $6,106   $8,173   $33,030   $—     $41,203 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   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 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

129


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, 2018
 
              Average   Interest 
   Recorded   Unpaid   Related  Recorded   Income 
   Investment   Principal   Allowance  Investment   Recognized 

With an allowance recorded:

         

Net investment in leases

  $—     $—     $—    $—     $—   

Net financed sales receivables

   869    98    (739  930    —   

With no related allowance recorded:

         

Net investment in leases

   —      —      —     —      —   

Net financed sales receivables

   —      —      —     —      —   

Total:

         
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net investment in leases

  $—     $—     $—    $—     $—   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net financed sales receivables

  $869   $98   $(739 $930   $—   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
   Impaired Financing Receivables 
   For the Year Ended December 31, 2017 
              Average   Interest 
   Recorded   Unpaid   Related  Recorded   Income 
   Investment   Principal   Allowance  Investment   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 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

130


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, 2018 
   Net Investment
in Leases
   Net Financed
Sales Receivables
 

Allowance for credit losses:

    

Beginning balance

  $155   $922 

Charge-offs

   —      (183

Recoveries

   —      —   

Provision

   —      100 
  

 

 

   

 

 

 

Ending balance

  $155   $839 
  

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $155   $839 
  

 

 

   

 

 

 

Financing receivables:

    

Ending balance: individually evaluated for impairment

  $9,597   $118,829 
  

 

 

   

 

 

 
   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 
  

 

 

   

 

 

 

(d) 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 the 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 8087 different countries, unfavourable 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.

134


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 at as of December 31, 20182021 (the “Foreign Currency Hedges”), with settlement dates throughout 2019 and 2020.2022. Foreign currency derivatives are recognized and

131


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 incomeOther Comprehensive Income and reclassified to the consolidated statementConsolidated Statements of operationsOperations when the forecasted transaction occurs. The Company currently does not hold any derivatives which are not designated asFor foreign currency cash flow hedging instruments and therefore norelated to Inventories, the effective portion of the gain or loss pertainingin a hedge of a forecasted transaction is reported in Other Comprehensive Income and reclassified to anInventories in the Consolidated Balance Sheets when the forecasted transaction occurs. For foreign currency cash flow hedging instruments related to capital expenditures, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported in Other Comprehensive Income and reclassified to Property, Plant and Equipment on the Consolidated Balance Sheets when the forecasted transaction occurs. Any ineffective portion has been recognized.is recognized immediately in the Consolidated Statements of Operations.

The following tabular disclosures reflect the impact that derivative instruments and hedging activities have on the Company’s consolidated financial statements:Consolidated Financial Statements:

Notional value of foreign exchange contracts:contracts:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

$

26,702

 

 

$

26,358

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

 

 

 

 

5,552

 

 

 

$

26,702

 

 

$

31,910

 

 

   As at December 31, 
   2018   2017 

Derivatives designated as hedging instruments:

    

Foreign exchange contracts — Forwards

  $50,828   $35,170 
  

 

 

   

 

 

 

Fair value of derivatives in foreign exchange contracts:contracts:

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

Balance Sheet Location

 

2021

 

 

2020

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

Other assets

 

$

184

 

 

$

1,635

 

 

 

Accrued and other liabilities

 

 

(105

)

 

 

0

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts — Forwards

 

Other assets

 

 

0

 

 

 

344

 

 

 

 

 

$

79

 

 

$

1,979

 

 

      As at December 31, 
   

Balance Sheet Location

  2018   2017 

Derivatives designated as hedging instruments:

      

Foreign exchange contracts — Forwards

  Other assets  $649   $1,447 
  Accrued and other liabilities   (1,851   (22
    

 

 

   

 

 

 
    $(1,202  $1,425 
    

 

 

   

 

 

 

Derivatives in Foreign Currency Hedgingforeign currency hedging relationships are as follows:follows:

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

 

2021

 

 

2020

 

 

2019

 

Foreign exchange contracts

 

Derivative Gain

 

 

 

 

 

 

 

 

 

 

 

 

— Forwards

 

Recognized in OCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Effective Portion)

 

$

468

 

 

$

550

 

 

$

552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Location of Derivative Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassified from AOCI

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

(Effective Portion)

 

2021

 

 

2020

 

 

2019

 

Foreign exchange contracts

 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

— Forwards

 

administrative expenses

 

$

1,707

 

 

$

(578

)

 

$

(1,109

)

 

 

Inventories

 

 

0

 

 

 

(26

)

 

 

(42

)

 

 

Property, plant and equipment

 

 

0

 

 

 

0

 

 

 

(32

)

 

 

 

 

$

1,707

 

 

$

(604

)

 

$

(1,183

)

135


 

      Years Ended December 31, 
      2018   2017   2016 

Foreign exchange contracts - Forwards

  

Derivative (Loss) Gain in OCI (Effective Portion)

  $(2,219  $2,545   $1,049 
    

 

 

   

 

 

   

 

 

 
    $(2,219  $2,545   $1,049 
    

 

 

   

 

 

   

 

 

 
   Location of Derivative Gain (Loss)            
   Reclassified from AOCI  Years Ended December 31, 
   

into Income (Effective Portion)

  2018   2017   2016 

Foreign exchange contracts - Forwards

  Selling, general and administrative expenses  $408   $824   $(3,078
    

 

 

   

 

 

   

 

 

 
    $408   $824   $(3,078
    

 

 

   

 

 

   

 

 

 
      Years Ended December 31, 
      2018   2017   2016 

Foreign exchange contracts - Forwards

  

Derivative Gain Recognized In and Out of OCI (Effective Portion)

  $21   $—     $—   
    

 

 

   

 

 

   

 

 

 

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

 

2021

 

 

2020

 

 

2019

 

Foreign exchange contracts

 

Derivative Gain (Loss) Recognized

 

 

 

 

 

 

 

 

 

 

 

 

— Forwards

 

In and out of OCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Effective Portion)

 

$

 

 

$

17

 

 

$

(22

)

Non-designated derivatives in foreign currency relationships are as follows:

 

 

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

 

 

2021

 

 

2020

 

 

2019

 

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

 

2021

 

 

2020

 

 

2019

 

Foreign exchange contracts

 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

— Forwards

 

administrative expenses

 

$

398

 

 

$

344

 

 

$

 

The Company’sCompany's estimated net amount of the existing gains as atof December 31, 20182021 is $1.3$0.1 million, which is expected to be reclassified to earnings within the next twelve months.

(d)

Investments in Equity Securities

132


(e) Investments in New Business Ventures

The Company accounts forAs of December 31, 2021, the Consolidated Balance Sheets includes $1.1 million (December 31, 2020 — $13.6 million) of investments in new business ventures usingequity securities.

On January 17, 2019, IMAX China (Hong Kong), Limited, a wholly-owned subsidiary of IMAX China, as an investor entered into a cornerstone investment agreement with Maoyan Entertainment (“Maoyan”) (as the guidanceissuer) and Morgan Stanley Asia Limited (as a sponsor, underwriter and the underwriters’ representative). Pursuant to this agreement, IMAX China (Hong Kong), Limited agreed to invest $15.2 million to subscribe for a certain number of shares of Maoyan at the final offer price pursuant to the global offering of the FASB ASC 323share capital of Maoyan, and this investment would be subject to a lock-up period of six months following the FASB ASC 320,date of the global offering. On February 4, 2019, Maoyan completed its global offering, upon which, IMAX China (Hong Kong), Limited became a less than 1% shareholder in Maoyan. In February 2021, IMAX China (Hong Kong), Limited sold all of its 7,949,000 shares of Maoyan for gross proceeds of $17.8 million, which represents a $2.6 million gain relative to the Company’s acquisition cost and a $5.2 million gain compared to the fair value of the investment as appropriate.

As atof December 31, 2018,2020. Prior to this sale, the equity methodCompany accounted for its investment in Maoyan at fair value with any changes in fair value recorded to the Consolidated Statements of accounting is being utilized for investments with a total carrying value of $nil (December 31, 2017 — $nil). The Company’s accumulated losses in excess of its equity investment were $1.6 million as at December 31, 2018 (December 31, 2017 — $2.0 million), and are classified in Accrued and other liabilities.Operations. For the year ended December 31, 2018, gross revenues, cost of revenue and net loss for the investment were $1.9 million, $3.0 million and $1.8 million, respectively (2017 — $2.5 million, $3.9 million, and $2.5 million, respectively). The Company has determined it is not the primary beneficiary of this VIE, and therefore this entity has not been consolidated. In a prior year,2020, the Company issuedrecorded a convertible loannet unrealized loss of $1.5 million to this entity with a term$2.1 million. As of 3 years with an annual effective interest rateDecember 31, 2020, the value of 5.0%. 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 anCompany’s 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, 2018 (December 31, 2017 — $nil).Maoyan was $12.6 million.

Furthermore, theThe Company has an investment of $1.0$1.1 million (December 31, 20172020 — $1.0$1.1 million) in the shares of an exchange traded fund. This investment is also classified as an equity investment.

For the year endedAs of December 31, 2018,2021, 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 million atas of December 31, 20182021 (December 31, 20172020 — $1.0 million).

The total carrying value of investments in new business ventures at December 31, 2018 and 2017 is $3.5 million and $3.5 million, respectively, and is recorded in Other Assets.

21. Employee’s136


23.  Employee's Pension and Postretirement Benefits

(a) Defined Benefit Plan

(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, 2016,1, 2019, the term of Mr. Gelfond’s employment was extended through December 31, 2019,2022, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of this amendment to his employment agreement, the arrangement, no compensation earned beginning in 2011 is included in calculating his entitlementtotal benefit payable to Mr. Gelfond under the SERP.SERP was fixed at $20.3 million.

133


The following assumptions were used to determineAs of December 31, 2021 and 2020, the obligation and cost of the Company’s SERP at the plan measurement dates:

   As at December 31, 
   2018  2017  2016 

Discount rate

   3.14  2.22  2.18

Lump sum interest rate:

    

First 20 years

   3.09  2.39  1.87

Thereafter

   2.84  2.60  2.37

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, 
   2018   2017 

Projected benefit obligation:

    

Obligation, beginning of year

  $19,003   $19,580 

Interest cost

   422    427 

Actuarial gain

   (1,448   (1,004
  

 

 

   

 

 

 

Obligation, end of year and unfunded status

  $17,977   $19,003 
  

 

 

   

 

 

 

The following table provides disclosure of the pension benefit obligation recorded in the consolidated balance sheets:

   As at December 31, 
   2018   2017 

Accrued benefits cost

  $(17,977  $(19,003

Accumulated other comprehensive (gain) loss

   (1,287   161 
  

 

 

   

 

 

 

Net amount recognized in the consolidated balance sheets

  $(19,264  $(18,842
  

 

 

   

 

 

 

The following table provides disclosure of pension expense for the SERP for the years ended December 31:

   Years ended December 31, 
   2018   2017   2016 

Interest cost

  $422   $427   $261 
  

 

 

   

 

 

   

 

 

 

Pension expense

  $422   $427   $261 
  

 

 

   

 

 

   

 

 

 

The accumulatedprojected benefit obligation for SERP are as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Projected benefit obligation:

 

 

 

 

 

 

 

 

Obligation, beginning of period

 

$

20,116

 

 

$

18,840

 

Interest cost

 

 

72

 

 

 

379

 

Actuarial (gain) loss

 

 

(132

)

 

 

897

 

Obligation, end of period and unfunded status

 

$

20,056

 

 

$

20,116

 

As of December 31, 2021,2020, and 2019, the following amounts related to the SERP was $18.0 million at December 31, 2018 (2017 — $19.0 million).

The following amounts were included in accumulated other comprehensive incomerecorded on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Income and will be recognized as components of net periodic benefit cost in future periods:

 

   As at December 31, 
   2018   2017   2016 

Unrealized actuarial (gain) loss

  $(1,287  $161   $1,165 
  

 

 

   

 

 

   

 

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

 

2019

 

Unrealized actuarial gain

 

$

 

(679

)

 

$

 

(547

)

 

$

 

(1,444

)

Unamortized prior service cost

 

 

 

184

 

 

 

 

369

 

 

 

 

456

 

Net periodic benefit costs to be recognized in future periods

 

$

 

(495

)

 

$

 

(178

)

 

$

 

(988

)

No

For the years ended December 31, 2021, 2020, and 2019, the components of pension expense related to the SERP were as follows:

 

 

Years ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Interest cost

 

$

 

72

 

 

$

 

379

 

 

$

 

564

 

Amortization of prior service cost

 

 

 

185

 

 

 

 

87

 

 

 

 

 

Pension expense

 

$

 

257

 

 

$

 

466

 

 

$

 

564

 

The following assumptions were used to determine the SERP obligation and any related costs as of and for the years ended December 31, 2021, 2020, and 2019:

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Discount rate

 

 

0.80

%

 

 

0.36

%

 

 

2.00

%

Lump sum interest rate:

 

 

 

 

 

 

 

 

 

 

 

 

First 25 years

 

N/A

 

 

N/A

 

 

 

2.12

%

First 20 years

 

N/A

 

 

N/A

 

 

N/A

 

Thereafter

 

N/A

 

 

N/A

 

 

 

2.26

%

Cost of living adjustment on benefits

 

N/A

 

 

N/A

 

 

 

1.20

%

NaN contributions were made for the SERP during 2018.2021. The Company expects interest costs of $0.6$0.2 million to be recognized as a component of net periodic benefitpension cost in 2019.for the year ended December 31, 2022.

 

134137


The following benefit payments are expected to be made as per the current SERP assumptions and the terms of the SERP in each of the next five years, and in the aggregate:

 

2019

  $—   

2020

   18,831 

2021

   —   

2022

   —   

2023

   —   

Thereafter

   —   
  

 

 

 
  $18,831 
  

 

 

 

(b) Defined Contribution Pension Plan

(b)

Defined Contribution Pension Plan

The Company also maintains defined contribution pension plans for its employees, including its executive officers. The Company makes contributions to these plans on behalf of employees in an amount up to 5% of their base salary subject to certain prescribed maximums. During 2018,2021, the Company contributed and expensed an aggregaterecorded expense of $1.2$1.1 million (2017(2020$1.2$1.1 million; 20162019 — $1.2 million) to its Canadian plan and an aggregate of $0.5 million (2017(2020 — $0.7$0.6 million; 20162019 — $0.6 million) to its defined contribution employee pension plan under Section 401(k) of the U.S. Internal Revenue Code.

The Company maintained a Retirement Plan covering Greg Foster, former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. Under the terms of his agreement with the Company, the plan will vest in full if Mr. Foster incurs a separation of service (as defined therein). In the fourth quarter of 2018, Mr. Foster incurred a separation from service, and as such, his Retirement Plan benefits became fully vested as at December 31, 2018 and the accelerated costs were recognized and reflected in the executive transition costs line on the consolidated statement of operations. As at December 31, 2018, the Company had an unfunded benefit obligation recorded of $3.6 million (December 31, 2017 — $1.0 million). Subsequent to year end, the retirement benefit obligation was fully funded. During 2018, the Company expensed an aggregate of $2.6 million (2017 — $0.5 million; 2016 — $0.5 million), of which $0.7 million was recorded in selling, general and administrative expenses as it relates to service performed in 2018, the remaining $1.9 million is recorded in executive transition costs.

(c) Postretirement Benefits—Executives

(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.Mr. Gelfond and Wechsler until they become eligible for Medicare and, thereafter, the Company will provide Medicare supplemental coverage as selected by Messrs.Mr. Gelfond and Wechsler. Mr. Wechsler retired from the Company’s Board of Directors on June 9, 2021. The Company maintained Mr. Wechsler’s health benefits through December 31, 2021, and thereafter will provide him with Medicare supplemental coverage or its equivalent value.

TheAs of December 31, 2021 and 2020,the Company’s Consolidated Balance Sheets include the following amounts accrued forwithin Accrued and Other Liabilities related to the plan are determined as follows:Executive Postretirement Benefit Plan:

 

 

As of December 31,

 

  As at December 31, 
  2018   2017 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Projected benefit obligation:

 

 

 

 

 

 

 

 

 

 

Obligation, beginning of year

  $698   $647 

 

$

 

710

 

 

$

 

665

 

Interest cost

   24    26 

 

 

16

 

 

 

20

 

Benefits paid

   (24   (21

 

 

(16

)

 

 

(29

)

Actuarial (gain) loss

   (59   46 

 

 

 

(48

)

 

 

 

54

 

  

 

   

 

 

Obligation, end of year

  $639   $698 
  

 

   

 

 

Obligation, end of year and unfunded status

 

$

 

662

 

 

$

 

710

 

The following details

For the net costyears ended December 31, 2021, 2020, and 2019, the components allof pension expense related to continuing operations, and underlying assumptions of postretirement benefits other than pensions:the Executive Postretirement Benefit Plan were as follows:

 

 

Years Ended December 31,

 

  Years Ended December 31, 
  2018   2017   2016 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Interest cost

  $24   $26   $31 

 

$

16

 

 

$

20

 

 

$

26

 

Amortization of actuarial loss

   —      —      69 
  

 

   

 

   

 

 

Amortization of actuarial gain

 

 

 

 

 

(17

)

 

 

 

Pension expense

  $24   $26   $100 

 

$

16

 

 

$

3

 

 

$

26

 

  

 

   

 

   

 

 

 

135


The As of December 31, 2021,2020, and 2019,the following amounts related to the Executive Postretirement Benefit Plan were included in accumulated other comprehensive incomerecorded on the Company’s Consolidated Balance Sheets within Accumulated Other Comprehensive Income and will be recognized as components of net periodic benefitpension cost in future periods:

 

   As at December 31, 
   2018   2017   2016 

Unrealized actuarial (gain) loss

  $(50  $9   $(37
  

 

 

   

 

 

   

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Unrealized actuarial (gain) loss

 

$

(27

)

 

$

21

 

 

$

(50

)

Weighted

As of December 31, 2021, 2020, and 2019, the weighted average assumptions used to determine the benefit obligation are:related to the Executive Postretirement Benefit Plan are as follows:

 

   As at December 31, 
   2018  2017  2016 

Discount rate

   4.15  3.55  4.10

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Discount rate

 

 

2.71

%

 

 

2.36

%

 

 

3.13

%

Weighted

138


For the years ended December 31, 2021, 2020, and 2019, 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, 
   2018  2017  2016 

Discount rate

   3.55  4.10  4.20

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Discount rate

 

 

2.36

%

 

 

3.13

%

 

 

4.15

%

The following benefit payments are expected to be made as per the current plan assumptions for the Executive Postretirement Benefit Plan in each of the next five years:years and thereafter following the December 31, 2021 balance sheet date:

(In thousands of U.S. Dollars)

 

 

 

 

 

2022

 

$

 

9

 

2023

 

 

 

19

 

2024

 

 

 

20

 

2025

 

 

 

21

 

2026

 

 

 

23

 

Thereafter

 

 

 

938

 

Total

 

$

 

1,030

 

 

2019

  $26 

2020

   34 

2021

   37 

2022

   40 

2023

   20 

Thereafter

   482 
  

 

 

 

Total

  $639 
  

 

 

 

(d) Postretirement Benefits – Canadian Employees

(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.

As of December 31, 2021 and 2020, the Company’s Consolidated Balance Sheets include the following amounts within Accrued and Other Liabilities related to the Canadian Postretirement Benefit Plan:

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

Projected benefit obligations:

 

 

 

 

 

 

 

 

 

 

Obligation, beginning of year

 

$

 

1,862

 

 

$

 

1,581

 

Interest cost

 

 

 

42

 

 

 

 

47

 

Benefits paid

 

 

 

(118

)

 

 

 

(110

)

Actuarial (gain) loss

 

 

 

(92

)

 

 

 

280

 

Unrealized foreign exchange loss

 

 

 

8

 

 

 

 

64

 

Obligation, end of year and unfunded status

 

$

 

1,702

 

 

$

 

1,862

 

For the years ended December 31, 2021, 2020, and 2019, the components of pension expense related to the Canadian Postretirement Benefit Plan were as follows:

 

 

Years Ended December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Interest cost

 

$

42

 

 

$

47

 

 

$

49

 

Pension expense

 

$

42

 

 

$

47

 

 

$

49

 

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, 2022.

 

   As at December 31, 
   2018   2017 

Obligation, beginning of year

  $1,678   $1,745 

Interest cost

   53    65 

Benefits paid

   (104   (79

Actuarial gain

   (26   (171

Unrealized foreign exchange (gain) loss

   (114   118 
  

 

 

   

 

 

 

Obligation, end of year

  $1,487   $1,678 
  

 

 

   

 

 

 

The As of December 31, 2021, 2020, and 2019, the following details the net cost components, all amounts related to continuing operations, and underlying assumptions of postretirement benefits other than pensions:

   Years Ended December 31, 
   2018   2017   2016 

Interest cost

  $53   $65   $68 
  

 

 

   

 

 

   

 

 

 

Pension expense

  $53   $65   $68 
  

 

 

   

 

 

   

 

 

 

136


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 Income and will be recognized as components of net periodic benefitpension cost in future periods:

 

   As at December 31, 
   2018   2017   2016 

Unrealized actuarial loss

  $156   $182   $353 
  

 

 

   

 

 

   

 

 

 

 

 

As of December 31,

 

(In thousands of U.S. Dollars)

 

2021

 

 

2020

 

 

2019

 

Unrealized actuarial loss (gain)

 

$

185

 

 

$

277

 

 

$

(3

)

The Company expects interest costs of less than $0.1 million to be recognized as a component of net periodic benefit cost in 2019.139


WeightedAs December 31, 2021, 2020, and 2019, 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, 
   2018  2017  2016 

Discount rate

   3.35  3.35  3.65

 

 

As of December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Discount rate

 

 

2.80

%

 

 

2.30

%

 

 

3.05

%

Weighted

For the years ended December 31, 2021, 2020, and 2019, 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, 
   2018  2017  2016 

Discount rate

   3.35  3.65  3.75

 

 

Years Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Discount rate

 

 

2.30

%

 

 

3.05

%

 

 

3.80

%

The following benefit payments are expected to be made as per the current plan assumptions for the Canadian Postretirement Benefit Plan in each of the next five years:years and thereafter following the December 31, 2021 balance sheet date:

(In thousands of U.S. Dollars)

 

 

 

 

2022

 

$

108

 

2023

 

 

115

 

2024

 

 

112

 

2025

 

 

113

 

2026

 

 

105

 

Thereafter

 

 

1,483

 

Total

 

$

2,036

 

(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.

As of December 31, 2021, the benefit obligation related to the Retirement Plan was $3.8 million (December 31, 2020 — $3.7 million) and is recorded on the Company’s Consolidated Balance Sheets within Accrued and Other Liabilities. As the Retirement Plan is fully vested, the benefit obligation is measured at the present value of the benefits expected to be paid in the future with the accretion of interest recognized in the Consolidated Statements of Operations within Retirement Benefits Non-Service Expenses.

The Retirement Plan is funded by an investment in company-owned life insurance (“COLI”), which is recorded at its fair value on the Company’s Consolidated Balance Sheets within Prepaid Expenses. As of December 31, 2021, fair value of the COLI asset was $3.3 million (December 31, 2020 — $3.2 million). Gains and losses resulting from changes in the cash surrender value of the COLI asset are recognized in the Consolidated Statements of Operations within Realized and Unrealized Investment Gains (Losses).

 

2019

  $89 

2020

   93 

2021

   93 

2022

   97 

2023

   96 

Thereafter

   1,019 
  

 

 

 

Total

  $1,487 
  

 

 

 

22.Non-Controlling Interests140


(a) IMAX China24.  Non-Controlling Interest Interests

(a)

IMAX China Non-Controlling Interest

TheAs of December 31, 2021, the Company indirectly owns approximately 67.96%71.11% of IMAX China, whose shares trade on the Hong Kong Stock Exchange.Exchange (December 31, 2020 — 69.89%). IMAX China remains a consolidated subsidiary of the Company.

On January 17, 2019, The balance of non-controlling interest in IMAX China (Hong Kong), Limited, a wholly-owned subsidiaryas of December 31, 2021 is $73.5 million (December 31, 2020 — $70.0 million). The net income attributable to non-controlling interest of IMAX China as an investor entered into a cornerstone investment agreement with Maoyan Entertainment (“Maoyan”) (asfor the issuer) and Morgan Stanley Asia Limited (as a sponsor, underwriter and the underwriters’ representative). Pursuant to this agreement, IMAX China (Hong Kong), Limited agreed to invest $15.0year ended December 31, 2021 is $12.8 million to subscribe for a certain number(December 31, 2020 — loss of shares$(8.6) million; December 31, 2019 — income of Maoyan at the final offer price pursuant to the global offering of the share capital of Maoyan, and this investment would be subject to, among other restrictions, alock-up period of six months following the date of the global offering. On February 4, 2019, Maoyan completed its global offering, upon which, IMAX China (Hong Kong), Limited became a 0.706% shareholder in Maoyan.$13.3 million).

(b) OtherNon-Controlling Interests

(b)

Other Non-Controlling Interests

The Company’s Original Film Fund was established in 2014 toco-finance a portfolio of 10 original large-format films. The initial investment in the Original 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 has contributed $9.0 million to the Original Film Fund since 2014, and has reached its maximum contribution. The Company seesThrough December 31, 2021, the Original Film Fund as a vehicle designed to generate a continuous, steady flow of high-quality documentary content. As at December 31, 2018, the Original Film Fundhas invested $20.9$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.

 

137

(c)

Non-Controlling Interest in Temporary Equity


The Company also established its VR Fund amongfollowing summarizes the Company, its subsidiary IMAX China and other strategic investors to help financemovement of the creation of interactive VR content experiences for use across all VR platforms, includingnon-controlling interest in temporary equity, in the pilot IMAX VR Centers. The VROriginal Film Fund 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, 2018, the Company invested $4.0 million toward the development of VR content. In December 2018, the Company announced, in connection with its strategic review of its VR pilot initiative, that it had decided to close its remaining VR locations andwrite-off certain VR content investments. Subsequent to year end, the Company has also decided dissolve the VR Fund and not actively pursue any additional VR opportunities at this time. For additional details see Note 24.

Balance as at January 1, 2016

  $3,307 

Issuance of subsidiary shares tonon-controlling interests

   2,479 

Net loss

   (806
  

 

 

 

Balance as at January 1, 2017

  $4,980 

Net loss

   (3,627
  

 

 

 

Balance as at December 31, 2017

  $1,353 

Issuance of subsidiary shares tonon-controlling interests

   7,796 

Net loss

   (2,710
  

 

 

 

Balance as at December 31, 2018

  $6,439 
  

 

 

 

23. Executive Transition Costs

In the fourth quarter of 2018, the Company recognized executive transition costs of $3.0 million associated with the separation of the former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The costs include $1.9 million of accelerated costs related to retirement benefits which became vested in full. Additional expenses of $1.1 million have been recorded for severance, bonus and stock-based compensation which relate to the exit of the executive and other executives.

24. 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, 2018:2021, 2020 and 2019:

 

   2018   2017 

Restructuring charges

  $2,405   $9,895 

Asset impairments

   6,432    5,553 

Costs to exit an operating lease

   619    726 

Other

   86    —   
  

 

 

   

 

 

 
  $9,542   $16,174 
  

 

 

   

 

 

 

(In thousands of U.S. Dollars)

 

 

 

 

Balance as of January 1, 2019

 

$

6,439

 

Return of capital to non-controlling interests

 

 

(243

)

Share issuance costs from the issuance of subsidiary shares to a non-controlling interest

 

 

1,350

 

Net loss

 

 

(1,638

)

Balance as of December 31, 2019

 

 

5,908

 

Return of capital to non-controlling interests

 

 

(10

)

Net loss

 

 

(5,139

)

Balance as of December 31, 2020

 

 

759

 

Return of capital to non-controlling interests

 

 

 

Net loss

 

 

(1

)

Balance as of December 31, 2021

 

$

758

 

(a) Costs to exit an operating lease

In December 2018, the Company announced that it would be closing all remaining VR locations. As the premises lease wasnon-cancellable until the end of the term and pursuant to FASB ASC 420 “Exit or Disposal Cost Obligations”, the Company has recognized a new business segment expense of $0.6 million for the year ended December 31, 2018.

In September 2017, the Company relocated its New York office employees and operations as the existing leased space was not suitable to accommodate all current business needs. As the premises lease isnon-cancellable to the end of the term, the Company entered into a sublease arrangement to reduce the expected losses over the remaining term of the lease. Pursuant to FASB ASC 420 “Exit or Disposal Cost Obligations”, the Company has recognized a corporate segment expense of $0.7 million for the year ended December 31, 2017.

(b) Restructuring charges

In December 2018, the Company performed a strategic review of its virtual reality pilot initiative, and has decided to close its remaining VR locations. In addition, as part of the Company’s ongoing efforts to decrease costs, the Company has reduced certain functions and has realigned resources.

 

138141


In June 2017, the Company implemented a cost reduction plan with the goal of increasing profitability, operating leverage 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.

In connection with the Company’s restructuring initiatives, the Company incurred $2.4 million and $9.9 million in restructuring charges for the year ended December 31, 2018 and 2017. A summary of the restructuring costs by reporting groups identified by nature of product sold, or service provided as disclosed in note 19 recognized during the year ended December 31, 2018 are as follows:

   2018   2017 

Corporate

  $1,529   $5,369 

IMAX DMR

   611    1,699 

Theater system maintenance

   215    930 

New business

   50    662 

IMAX systems

   —      546 

Joint revenue sharing arrangements

   —      120 

Film post-production

   —      21 

Other

   —      548 
  

 

 

   

 

 

 
  $2,405   $9,895 
  

 

 

   

 

 

 

The following table sets forth a summary of restructuring accrual activities for the year ended December 31:

   Employee
Severance and
Benefits
 

Balance as at December 31, 2016

  $—   

Restructuring charges

   9,895 

Cash payments

   (7,146

Other movements

   (528
  

 

 

 

Balance as at December 31, 2017

  $2,221 

Restructuring charges

   2,405 

Cash payments

   (2,690
  

 

 

 
  $1,936 
  

 

 

 

 

139


(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, 2018 and 2017 are a direct result of the exit activities described in (a) above.

   2018   2017 

Property, plant and equipment

  $3,680   $3,696 

Other assets

   2,565    1,522 

Prepaid expenses

   121    —   

Intangible assets

   66    —   

Film assets

   —      335 
  

 

 

   

 

 

 
  $6,432   $5,553 
  

 

 

   

 

 

 

In the year ended December 31, 2016, the Company did not recognize any exit costs or associated impairments.

25. Selected Quarterly Financial Information (Unaudited)

   2018 
(in thousands of U.S. dollars, except per share amounts)  Q1   Q2   Q3   Q4 

Revenues

  $84,984   $98,345   $82,108   $108,964 

Costs and expenses applicable to revenues

   34,292    37,941    39,917    54,322 
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

  $50,692   $60,404   $42,191   $54,642 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $12,067   $10,255   $7,502   $3,771 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to common shareholders

  $8,505   $7,625   $5,020   $1,694 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to common shareholders:

        

Net income per share - basic

  $0.13   $0.12   $0.08   $0.03 

Net income per share - diluted

  $0.13   $0.12   $0.08   $0.03 
   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 income (loss)

  $(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 income (loss) per share - basic

  $—     $(0.03  $(0.01  $0.08 

Net income (loss) per share - diluted

  $—     $(0.03  $(0.01  $0.08 

140


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods and that such information is accumulated and communicated to management, including the CEO and Interim Chief Financial Officer (“CFO”), to allow timely discussions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

The Company’s management, with the participation of its CEO and its CFO, has evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934Rules 13a-15(e) or15d-15(e)) as atof December 31, 20182021 and has concluded that, as atof 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 atof December 31, 2018,2021 and has concluded that such internal control over financial reporting were effective as atof that date.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, and issued an unqualified opinion thereon,2021, as stated in their report, which appears in Item 8 of Part II, of this 2018 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, 2018,2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not experienced any material impact to its internal control over financial reporting despite the fact that most of its Finance employees are working remotely due to the COVID-19 pandemic. The Company will continue to monitor the evolving COVID-19 situation to minimize its impact on the design and operating effectiveness of the Company’s internal control over financial reporting.

Item 9 B.Other Information142


None.

141


PART III

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—1 Election of Directors;” “Executive Officers;” “Section 16(a) Beneficial Ownership Reporting Compliance;” “Code of Business Conduct and Ethics;” and “Audit Committee.”

Item 11.  Executive Compensation

The information required by Item 11 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement: “Compensation Discussion and Analysis;” “Summary Compensation Table;” “Grants of Plan-Based Awards;” “Outstanding Equity Awards at FiscalYear-End;” “Option Exercise and Stock Vested;” “Pension Benefits;” “Employment Agreements and Potential Payments upon Termination orChange-in-Control;” “Compensation of Directors;” and “Compensation Committee Interlocks and Insider Participation.”

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement: “Equity Compensation Plans;” “Principal Shareholders of Voting Shares;” and “Security Ownership of Directors and Management.”

The information required by Item 13 is incorporated by reference from the information under the following caption in the Company’s Proxy Statement: “Certain Relationships and Related Transactions,” “Review, Approval or Ratification of Transactions with Related Persons,” and “Director Independence.”

Item 14.  Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference from the information under the following captions in the Company’s Proxy Statement: “Audit Fees;” “Audit-Related Fees;” “Tax Fees;” “All Other Fees;” and “Audit Committee’sPre-Approval Policies and Procedures.”

143


PART IV

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 2018 Form10-K.Item 8.

(a)(2) Financial Statement Schedules

Financial statement schedule for each year in the three-year period ended December 31, 2018.

II. Valuation and Qualifying Accounts.(b) Exhibits

 

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

 

Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on March 4, 2021.

 

10-Q

 

001-35066

 

3.1

 

07/27/21

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Registration Rights Agreement, dated as of February 9, 1999, by and among IMAX Corporation, Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., WPPN Inc., the Michael J. Biondi Voting Trust, Bradley J. Wechsler and Richard L. Gelfond.

 

10-K

 

001-35066

 

4.3

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

4.2

 

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

 

 

 

 

 

 

 

 

 

 

 

4.3

 

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

 

 

 

 

 

 

 

 

 

 

 

4.4

 

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

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.5

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.6

 

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

 

 

 

 

 

 

 

 

 

 

 

+10.7

 

IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006.

 

10-K

 

001-35066

 

10.2

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.8

 

Employment Agreement, dated July 1, 1998, between IMAX Corporation and Bradley J. Wechsler.

 

10-K

 

001-35066

 

10.3

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.9

 

Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Bradley J. Wechsler.

 

10-K

 

001-35066

 

10.4

 

2/21/13

 

 

 

 

 

 

 

 

 

 

 

+10.10

 

Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Bradley J. Wechsler.

 

10-K

 

001-35066

 

10.5

 

2/24/12

142144


Exhibit

No.

Description

Form

File No

Exhibit

Filing

Date

+10.11

Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.6

2/24/12

+10.12

Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.8

2/20/14

+10.13

Services Agreement, dated December 11, 2008, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.9

2/19/15

+10.14

Services Agreement Amendment, dated February 14, 2011, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.10

2/24/16

+10.15

Services Agreement Amendment, dated April 1, 2013, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.11

2/20/14

+10.16

Services Agreement Amendment, dated March 30, 2021, between IMAX Corporation and Bradley J. Wechsler.

10-K

001-35066

10.10

4/29/21

+10.17

Employment Agreement, dated July 1, 1998, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.10

2/21/13

+10.18

Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.11

2/21/13

+10.19

Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.12

2/24/12

+10.20

Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.13

2/24/12

+10.21

Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.16

2/20/14

+10.22

Amended Employment Agreement, dated December 11, 2008, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.17

2/19/15

+10.23

Amended Employment Agreement, dated December 20, 2010, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.18

2/24/16

+10.24

Amended Employment Agreement, dated December 12, 2011, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.17

2/24/12

+10.25

Employment Agreement, dated January 1, 2014, between IMAX Corporation and Richard L. Gelfond.

10-Q

001-35066

10.12

10/23/14

+10.26

First Amending Agreement, dated December 9, 2015, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.21

2/24/16

+10.27

Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.24

2/23/17

+10.28

Amendment to Employment Agreement, dated November 1, 2019, between IMAX Corporation and Richard L. Gelfond.

10-K

001-35066

10.26

2/19/20

+10.29

Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister.

10-K

001-35066

10.30

2/27/18

+10.30

First Amending Agreement, dated March 11, 2020, between IMAX Corporation and Robert D. Lister.

10-Q

001-35066

10.47

4/30/20

145


Exhibit

No.

 

Description

 

Form

 

File No

 

Exhibit

 

Filing

Date

 

 

 

 

 

 

 

 

 

 

 

+10.31

 

Employment Agreement, dated June 6, 2016 between IMAX Corporation and Patrick McClymont.

 

10-Q

 

001-35066

 

10.40

 

7/20/16

 

 

 

 

 

 

 

 

 

 

 

+10.32

 

Amendment to Employment Agreement, dated August 2, 2019, between IMAX Corporation and Patrick McClymont.

 

10-Q

 

001-35066

 

10.41

 

10/31/19

 

 

 

 

 

 

 

 

 

 

 

+10.33

 

Second Amendment to Employment Agreement, dated October 21, 2019, between IMAX Corporation and Patrick McClymont.

 

10-Q

 

001-35066

 

10.42

 

10/31/19

 

 

 

 

 

 

 

 

 

 

 

+10.34

 

Third Amendment to Employment Agreement, dated December 5, 2019, between IMAX Corporation and Patrick McClymont.

 

10-K

 

001-35066

 

10.37

 

2/19/20

 

 

 

 

 

 

 

 

 

 

 

+10.35

 

Employment Agreement, dated December 17, 2019, between IMAX Corporation and Patrick McClymont.

 

10-K

 

001-35066

 

10.38

 

2/19/20

 

 

 

 

 

 

 

 

 

 

 

+10.36

 

Employment Agreement, dated October 10, 2018, between IMAX Corporation and Megan Colligan.

 

10-Q

 

001-35066

 

10.48

 

7/28/20

 

 

 

 

 

 

 

 

 

 

 

+10.37

 

Employment Memorandum, dated September 18, 2020, between IMAX Corporation and Mark Welton.

 

10-Q

 

001-35066

 

10.52

 

10/29/20

 

 

 

 

 

 

 

 

 

 

 

*+10.38

 

Amendment to Employment Memorandum, dated October 13, 2021, between IMAX Corporation and Mark Welton.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+10.39

 

Offer Letter, effective May 14, 2021, between IMAX Corporation and Joseph Sparacio.

 

10-Q

 

001-35066

 

10.1

 

07/27/21

 

 

 

 

 

 

 

 

 

 

 

+10.40

 

Statement of Directors’ Compensation, dated January 12, 2021.

    

10-K

 

001-35066

 

10.43

 

03/04/21

 

 

 

 

 

 

 

 

 

 

 

10.41

 

Form of Director Indemnification Agreement.

 

10-Q

 

001-35066

 

10.39

 

7/25/18

 

 

 

 

 

 

 

 

 

 

 

10.42

 

Fifth Amended and Restated Credit Agreement, dated June 28, 2018, by and between IMAX Corporation, the Guarantors referred to therein, the Lenders referred to therein, and Wells Fargo Bank, National Association, as Administrative Agent.

 

10-Q

 

001-35066

 

10.38

 

7/25/18

 

 

 

 

 

 

 

 

 

 

 

10.43

 

First Amendment to Fifth Amendment and Restated Credit Agreement entered into on June 10, 2020.

 

8-K

 

001-35066

 

10.1

 

6/11/20

 

 

 

 

 

 

 

 

 

 

 

10.44

 

Second Amendment to the Fifth Amended and Restated Credit Agreement entered into on March 15, 2021.

 

10-Q

 

001-35066

 

10.9

 

4/29/21

 

 

 

 

 

 

 

 

 

 

 

10.45

 

Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2021.

 

10-Q

 

001-35066

 

10.1

 

10/28/21

 

 

 

 

 

 

 

 

 

 

 

*10.46

 

Fourth Amendment to the Fifth Amended and Restated Credit Agreement, dated as of December 13, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.47

 

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

 

 

 

 

 

 

 

 

 

 

 

10.48

 

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

 

 

 

 

 

 

 

 

 

 

 

10.49

 

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

 

 

 

 

 

 

 

 

 

 

 

10.50

 

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

 

 

 

 

 

 

 

 

 

 

 

10.51

 

Additional Call Option Confirmation, dated as of March 18, 2021 between IMAX Corporation and Wells Fargo Bank, National Association.

 

10-Q

 

001-35066

 

10.5

 

4/29/21

146


Exhibit

No.

 

Description

 

Form

 

File No

 

Exhibit

 

Filing

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.52

 

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

 

 

 

 

 

 

 

 

 

 

 

10.53

 

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

 

 

 

 

 

 

 

 

 

 

 

10.54

 

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 23, 2022, by Richard L. Gelfond.

 

 

 

 

 

 

 

 

 

 

 

*31.2

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 23, 2022, by Joseph Sparacio.

 

 

 

 

 

 

 

 

 

 

 

*32.1

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 23, 2022, by Richard L. Gelfond.

 

 

 

 

 

 

 

 

 

 

 

*32.2

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 23 2022, by Joseph Sparacio.

 

 

 

 

 

 

 

 

 

 

 

*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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(a)(3) Exhibits*Filed herewith

The items listed as Exhibits 10.1 to 10.32, 10.36, 10.38, 10.39 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  10/24/13
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  2/21/13
4.2  Amendment, dated as of March 1, 1994, to the Selling Shareholders’ Agreement.  10-K  001-35066  4.2  2/21/13
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  2/21/13
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 Amended and Restated Long Term Incentive Plan, dated June 6, 2016.  8-K  001-35066  10.1  6/7/16
10.3  IMAX Corporation Form of Stock Option Award Agreement.  10-Q  001-35066  10.41  7/20/16
10.4  IMAX Corporation Form of Restricted Stock Unit Award Agreement.  10-Q  001-35066  10.42  7/20/16
10.5  IMAX Corporation Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2006.  10-K  001-35066  10.2  2/21/13
10.6  Employment Agreement, dated July 1, 1998, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.3  2/21/13
10.7  Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.4  2/21/13
10.8  Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.5  2/24/12
10.9  Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.6  2/24/12
10.10  Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.8  2/20/14
10.11  Services Agreement, dated December 11, 2008, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.9  2/19/15
10.12  Services Agreement Amendment, dated February 14, 2011, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.10  2/24/16
10.13  Services Agreement Amendment, dated April 1, 2013, between IMAX Corporation and Bradley J. Wechsler.  10-K  001-35066  10.11  2/20/14
10.14  Employment Agreement, dated July 1, 1998, between IMAX Corporation and Richard L. Gelfond.  10-K  001-35066  10.10  2/21/13
10.15  Amended Employment Agreement, dated July 12, 2000, between IMAX Corporation and Richard L. Gelfond.  10-K  001-35066  10.11  22/21/13
10.16  Amended Employment Agreement, dated March 8, 2006, between IMAX Corporation and Richard L. Gelfond.  10-K  001-35066  10.12  2/24/12

143


Exhibit

No.

  

Description

  

Form

  File No.   Exhibit   Filing
Date
 
10.17  Amended Employment Agreement, dated February 15, 2007, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.13    2/24/12 
10.18  Amended Employment Agreement, dated December 31, 2007, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.16    2/20/14 
10.19  Amended Employment Agreement, dated December 11, 2008, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.17    2/19/15 
10.20  Amended Employment Agreement, dated December 20, 2010, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.18    2/24/16 
10.21  Amended Employment Agreement, dated December 12, 2011, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.17    2/24/12 
10.22  Employment Agreement, dated January 1, 2014, between IMAX Corporation and Richard L. Gelfond.  10-Q   001-35066    10.12    10/23/14 
10.23  First Amending Agreement, dated December 9, 2015, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.21    2/24/16 
10.24  Employment Agreement, dated November 8, 2016, between IMAX Corporation and Richard L. Gelfond.  10-K   001-35066    10.24    2/23/17 
10.25  Employment Agreement, dated September 1, 2016, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.43    10/23/16 
10.26  First Amending Agreement, dated January 25, 2018, between IMAX Corporation and Greg Foster.  10-K   001-35066    10.26    2/27/18 
10.27  Nonqualified Retirement Plan Agreement, dated June 6, 2017, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.42    7/26/17 
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    10/26/17 
10.29  Split-Dollar Agreement, dated July 1, 2017, between IMAX Corporation and Greg Foster.  10-Q   001-35066    10.44    10/26/17 
10.30  Employment Agreement, dated December 18, 2017, between IMAX Corporation and Robert D. Lister.  10-K   001-35066    10.30    2/27/18 
10.31  Employment Agreement, dated June 6, 2016 between IMAX Corporation and Patrick McClymont.  10-Q   001-35066    10.40    7/20/16 
10.32  Statement of Directors’ Compensation, dated June 11, 2013.  10-Q   001-35066    10.26    7/25/13 
10.33  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    10/23/14 
10.34  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    2/20/14 
10.35  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    2/19/15 
10.36  Employment Agreement, dated March 23, 2018, between IMAX Corporation and Don Savant.  10-Q   001-35066    10.37    5/1/18 
10.37  Fifth Amended and Restated Credit Agreement, dated June  28, 2018, by and between IMAX Corporation, the Guarantors referred to therein, the Lenders referred to therein, and Wells Fargo Bank, National Association, as Administrative Agent.  10-Q   001-35066    10.38    7/25/18 

144



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

IMAX CORPORATION

By

/s/  PATRICK MCCLYMONTJOSEPH SPARACIO

Patrick McClymont

Joseph Sparacio

Executive Vice-President &

Interim Chief Financial Officer

Date: February 26, 201923, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2019.23, 2022.

 

/s/  RICHARD L. GELFOND

/s/  PATRICK MCCLYMONTJOSEPH SPARACIO

/s/  JEFFREY VANCEKEVIN M. DELANEY

Richard L. Gelfond

Chief Executive Officer &

Director

(Principal Executive Officer)

Patrick McClymontJoseph Sparacio

Executive Vice President &

Interim Chief Financial Officer

(Principal Financial Officer)

Jeffrey VanceKevin M. Delaney

Senior Vice-President,

Vice President, Finance &

Controller

(Principal Accounting Officer)

*

*

*

Bradley J. WechslerDarren D. Troop

Chairman of the Board & Director

Neil S. Braun

Director

Eric A. Demirian

Director

Kevin Douglas

Director

*

*

*

David W. Leebron

Director

Michael Lynne

Director

Michael MacMillan

Director

*

*

*

Kevin Douglas

Director

Dana Settle

Director

Darren D. Throop

*

Steve Pamon

Director

 

By

By

* /s/ PATRICK MCCLYMONTJOSEPH SPARACIO

Patrick McClymont

Joseph Sparacio

(asattorney-in-fact)

 

146


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, 2016

  $672   $—     $—     $672 

Year ended December 31, 2017

  $672   $(517  $—     $155 

Year ended December 31, 2018

  $155   $—     $—     $155 

Allowance for financed sale receivables

 

Year ended December 31, 2016

  $568   $(75  $1   $494 

Year ended December 31, 2017

  $494   $428   $—     $922 

Year ended December 31, 2018

  $922   $(83  $—     $839 

Allowance for doubtful accounts receivable

 

Year ended December 31, 2016

  $1,146   $771   $(667  $1,250 

Year ended December 31, 2017

  $1,250   $1,967   $(1,604  $1,613 

Year ended December 31, 2018

  $1,613   $3,030   $(1,469  $3,174 

Inventories valuation allowance

 

Year ended December 31, 2016

  $3,342   $—     $—     $3,342 

Year ended December 31, 2017

  $3,342   $500   $44   $3,886 

Year ended December 31, 2018

  $3,886   $250   $(251  $3,885 

Deferred income tax valuation allowance

 

Year ended December 31, 2016

  $326   $(129  $—     $197 

Year ended December 31, 2017

  $197   $—     $—     $197 

Year ended December 31, 2018

  $197   $—     $—     $197 

148

(1)

Deductions represent write-offs of amounts previously charged to the provision.

147