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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

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

For the quarterly period ended September 30, 2018

OR

 

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

Commission file Number 001-35066

 

 

IMAX Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Canada   98-0140269

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

2525 Speakman Drive,

Mississauga, Ontario, 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 Class

  

Name of Exchange on Which Registered

Common Shares, no par value    The New York Stock Exchange

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

None

(Title of class)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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

 

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 is a shell Company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

Indicate the number of shares of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class

   Outstanding as of September 30, 2018

Common stock, no par value

   62,585,192

 

 

 


Table of Contents

IMAX CORPORATION

Table of Contents

 

          Page  

PART I. FINANCIAL INFORMATION

 

Item 1.

   Financial Statements      4  

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      49  

Item 3.

   Quantitative and Qualitative Factors about Market Risk      86  

Item 4.

   Controls and Procedures      87  

PART II. OTHER INFORMATION

 

Item 1.

   Legal Proceedings      88  

Item 1A.

   Risk Factors      88  

Item 6.

   Exhibits      88  

Signatures

        89  

 

2


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain statements included in this quarterly report may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, references to 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, plans and references to the future success of IMAX Corporation together with its consolidated subsidiaries (the “Company”) and expectations regarding the Company’s future operating, financial and technological results. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; 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; 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 new business initiatives; conditions in the in-home and out-of-home entertainment industries; the opportunities (or lack thereof) that may be presented to and pursued by the Company; risks related to cyber-security; risks related to the Company’s inability to protect the Company’s intellectual property; 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 savings and benefits from the Company’s restructuring initiative; and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this quarterly 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 Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

 

 

IMAX®, IMAX® Dome, IMAX® 3D, IMAX® 3D Dome, Experience It In IMAX®, The IMAX Experience®, An IMAX Experience®, An IMAX 3D Experience®, IMAX DMR®, DMR®, IMAX nXos®, IMAX think big®, think big® and IMAX Is Believing®, are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions.

 

3


Table of Contents

IMAX CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

     Page  

The following unaudited Condensed Consolidated Financial Statements are filed as part of this Report:

  

Condensed Consolidated Balance Sheets as at September  30, 2018 and December 31, 2017

     5  

Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2018 and 2017

     6  

Condensed Consolidated Statements of Comprehensive Income for the three and nine month periods ended September 30, 2018 and 2017

     7  

Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2018 and 2017

     8  

Condensed Consolidated Statements of Shareholders’ Equity for the three and nine month periods ended September 30, 2018 and 2017

     9  

Notes to Condensed Consolidated Financial Statements

     10  

 

4


Table of Contents

IMAX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars)

(Unaudited)

 

     September 30,
2018
    December 31,
2017
 

Assets

    

Cash and cash equivalents

   $ 133,615     $ 158,725  

Accounts receivable, net of allowance for doubtful accounts of $3,192 (December 31, 2017 — $1,613)

     106,117       130,546  

Financing receivables

     126,318       129,494  

Inventories

     52,614       30,788  

Prepaid expenses

     10,442       7,549  

Film assets

     16,220       5,026  

Property, plant and equipment

     276,090       276,781  

Other assets

     55,173       26,757  

Deferred income taxes

     27,326       30,708  

Other intangible assets

     30,688       31,211  

Goodwill

     39,027       39,027  
  

 

 

   

 

 

 

Total assets

   $ 873,630     $ 866,612  
  

 

 

   

 

 

 

Liabilities

    

Bank indebtedness

   $ 17,625     $ 25,357  

Accounts payable

     15,445       24,235  

Accrued and other liabilities

     104,983       100,140  

Deferred revenue

     114,075       113,270  
  

 

 

   

 

 

 

Total liabilities

     252,128       263,002  
  

 

 

   

 

 

 

Commitments and contingencies

    

Non-controlling interests

     8,029       1,353  
  

 

 

   

 

 

 

Shareholders’ equity

    

Capital stock common shares — no par value. Authorized — unlimited number. 62,760,262 issued and 62,585,192 outstanding (December 31, 2017 — 64,902,201 issued and 64,695,550 outstanding)

     431,290       445,797  

Less: Treasury stock, 175,070 shares at cost (December 31, 2017 — 206,651)

     (3,597     (5,133

Other equity

     184,133       175,300  

Accumulated deficit

     (70,888     (87,592

Accumulated other comprehensive loss

     (4,185     (626
  

 

 

   

 

 

 

Total shareholders’ equity attributable to common shareholders

     536,753       527,746  

Non-controlling interests

     76,720       74,511  
  

 

 

   

 

 

 

Total shareholders’ equity

     613,473       602,257  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 873,630     $ 866,612  
  

 

 

   

 

 

 

(the accompanying notes are an integral part of these condensed consolidated financial statements)

 

5


Table of Contents

IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017     2018     2017  

Revenues

        

Equipment and product sales

   $ 25,301     $ 30,714     $ 60,182     $ 63,593  

Services

     39,440       49,817       138,971       133,264  

Rentals

     14,479       15,849       57,805       51,143  

Finance income

     2,888       2,420       8,479       7,214  
  

 

 

   

 

 

   

 

 

   

 

 

 
     82,108       98,800       265,437       255,214  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses applicable to revenues

        

Equipment and product sales

     14,099       14,270       29,620       32,352  

Services

     18,824       37,763       62,808       79,678  

Rentals

     6,994       6,899       19,722       18,086  
     39,917       58,932       112,150       130,116  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     42,191       39,868       153,287       125,098  

Selling, general and administrative expenses (including share-based compensation expense of $4.8 million and $15.5 million for the three and nine months ended September 30, 2018 (2017 — $5.2 million and $16.2 million, respectively))

     26,780       25,540       87,471       85,071  

Research and development

     4,028       4,626       11,542       14,638  

Asset impairments

     —         —         —         1,225  

Amortization of intangibles

     1,039       802       2,896       2,182  

Receivable provisions, net of recoveries

     861       963       1,667       2,088  

Legal arbitration award

     —         —         7,500       —    

Exit costs, restructuring charges and associated impairments

     —         3,437       1,158       13,695  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     9,483       4,500       41,053       6,199  

Interest income

     631       253       1,121       761  

Interest expense

     (958     (528     (2,303     (1,418
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations before income taxes

     9,156       4,225       39,871       5,542  

Provision for income taxes

     (1,452     (1,009     (9,540     (885

Loss from equity-accounted investments, net of tax

     (202     (318     (507     (837
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     7,502       2,898       29,824       3,820  

Less: net income attributable to non-controlling interests

     (2,482     (3,748     (8,674     (6,307
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common shareholders

   $ 5,020     $ (850   $ 21,150     $ (2,487
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share attributable to common shareholders—basic and diluted:

        

Net income (loss) per share — basic and diluted

   $ 0.08     $ (0.01   $ 0.33     $ (0.04
  

 

 

   

 

 

   

 

 

   

 

 

 

(the accompanying notes are an integral part of these condensed consolidated financial statements)

 

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Table of Contents

IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of U.S. dollars)

(Unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017     2018     2017  

Net income

   $ 7,502     $ 2,898     $ 29,824     $ 3,820  
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized net gain (loss) from cash flow hedging instruments

     506       1,366       (1,180     2,451  

Realization of cash flow hedging net gain upon settlement

     (47     (717     (379     (533

Foreign currency translation adjustments

     (2,593     1,080       (3,544     2,842  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, before tax

     (2,134     1,729       (5,103     4,760  

Income tax (expense) benefit related to other comprehensive (loss) income

     (120     (170     408       (502
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax

     (2,254     1,559       (4,695     4,258  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     5,248       4,457       25,129       8,078  

Less: Comprehensive income attributable to non-controlling interests

     (1,651     (4,092     (7,538     (7,211
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to common shareholders

   $ 3,597     $ 365     $ 17,591     $ 867  
  

 

 

   

 

 

   

 

 

   

 

 

 

(the accompanying notes are an integral part of these condensed consolidated financial statements)

 

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Table of Contents

IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

 

     Nine Months Ended
September 30,
 
     2018     2017  

Cash provided by (used in):

    

Operating Activities

    

Net income

   $ 29,824     $ 3,820  

Adjustments to reconcile net income to cash from operations:

    

Depreciation and amortization

     41,984       39,767  

Write-downs, net of recoveries

     2,541       25,620  

Change in deferred income taxes

     (2,849     (5,145

Stock and other non-cash compensation

     18,240       18,916  

Unrealized foreign currency exchange loss (gain)

     406       (863

Loss from equity-accounted investments

     209       539  

Loss on non-cash contribution to equity-accounted investees

     298       298  

Investment in film assets

     (22,240     (30,686

Changes in other non-cash operating assets and liabilities

     (343     11,153  
  

 

 

   

 

 

 

Net cash provided by operating activities

     68,070       63,419  
  

 

 

   

 

 

 

Investing Activities

    

Purchase of property, plant and equipment

     (7,367     (16,356

Investment in joint revenue sharing equipment

     (22,710     (35,538

Acquisition of other intangible assets

     (3,198     (3,939

Investment in new business ventures

     —         (1,500
  

 

 

   

 

 

 

Net cash used in investing activities

     (33,275     (57,333
  

 

 

   

 

 

 

Financing Activities

    

Increase in bank indebtedness

     35,000       —    

Repayment of bank indebtedness

     (40,667     (1,500

Repurchase of common shares

     (46,452     (46,138

Treasury stock purchased for future settlement of restricted share units

     (3,597     (4,386

Taxes withheld and paid on employee stock awards vested

     (1,437     (218

Settlement of restricted share units and options

     (2,567     (15,366

Issuance of subsidiary shares to a non-controlling interest

     7,546       —    

Common shares issued—stock options exercised

     1,017       14,419  

Dividend paid to non-controlling shareholders

     (6,934     —    

Credit facility amendment fees paid

     (1,909     —    
  

 

 

   

 

 

 

Net cash used in financing activities

     (60,000     (53,189
  

 

 

   

 

 

 

Effects of exchange rate changes on cash

     95       52  
  

 

 

   

 

 

 

Decrease in cash and cash equivalents during period

     (25,110     (47,051

Cash and cash equivalents, beginning of period

     158,725       204,759  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 133,615     $ 157,708  
  

 

 

   

 

 

 

(the accompanying notes are an integral part of these condensed consolidated financial statements)

 

8


Table of Contents

IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands of U.S. dollars)

(Unaudited)

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2018     2017     2018     2017  

Adjustments to capital stock:

        

Balance, beginning of period

   $ 426,367     $ 440,054     $ 440,664     $ 437,274  

Average carrying value of repurchased and retired common shares

     —         —         (14,794     (11,884

Shares held in treasury

     1,038       1,026       1,535       (2,447

Fair value of stock options exercised at the grant date

     70       —         70       3,444  

Employee stock options exercised

     218       —         218       14,419  

Issuance of common shares for vested restricted share units

     —         —         —         274  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

     427,693       441,080       427,693       441,080  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to other equity:

        

Balance, beginning of period

     179,767       169,301       175,300       177,304  

Employee stock options granted

     1,550       1,222       4,393       4,216  

Paid-in capital for restricted share units granted

     4,013       4,731       12,753       13,621  

Paid-in capital for restricted share units vested

     (1,127     (1,730     (9,042     (9,797

Cash received from the issuance of common shares in excess of par value

     —         —         799       —    

Fair value of stock options exercised at the grant date

     (70     —         (70     (3,444

Paid-in capital for non-employee stock options granted and vested

     —         —         —         17  

Stock exercised from treasury shares

     —         —         —         (8,393
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

     184,133       173,524       184,133       173,524  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to accumulated deficit:

        

Balance, beginning of period

     (75,908     (91,573     (87,592     (47,366

Retrospective adoption of ASC Topic 606, Revenue from Contracts with Customers (Note 3)

     —         —         27,213       —    

Net income (loss) attributable to common shareholders

     5,020       (850     21,150       (2,487

Common shares repurchased and retired

     —         —         (31,659     (34,256

Retrospective adoption of ASC Topic 740, Intra-entity transfers

     —         —         —         (8,314
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

     (70,888     (92,423     (70,888     (92,423
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to accumulated other comprehensive loss:

        

Balance, beginning of period

     (2,762     (3,061     (626     (5,200

Other comprehensive (loss) income, net of tax

     (1,423     1,215       (3,559     3,354  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

     (4,185     (1,846     (4,185     (1,846
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments to non-controlling interest:

        

Balance, beginning of period

     76,981       65,274       74,511       59,562  

Retrospective adoption of ASC Topic 606, Revenue from Contracts with Customers (Note 3)

     —         —         735       —    

Net income attributable to non-controlling interests

     2,881       3,795       9,544       8,947  

Other comprehensive (loss) income, net of tax

     (831     344       (1,136     904  

Dividends paid to non-controlling shareholders

     (2,311     —         (6,934     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, end of period

     76,720       69,413       76,720       69,413  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Shareholders’ Equity

   $ 613,473     $ 589,748     $ 613,473     $ 589,748  
  

 

 

   

 

 

   

 

 

   

 

 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

9


Table of Contents

IMAX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of U.S. dollars, unless otherwise stated)

(Unaudited)

1. Basis of Presentation

IMAX Corporation, together with its consolidated subsidiaries (the “Company”), prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”).

These condensed consolidated financial statements include the accounts of the Company, except for subsidiaries which the Company has identified as variable interest entities (“VIEs”) where the Company is not the primary beneficiary. The nature of the Company’s business is such that the results of operations for the interim periods presented are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all normal and recurring adjustments necessary to make the results of operations for the interim periods a fair statement of such operations.

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”).

The Company has ten film production companies that are VIEs. For five of the Company’s film production companies, the Company has determined that it is the primary beneficiary of these entities as the Company has the power to direct the activities of the respective VIE that most significantly impact the respective VIE’s economic performance and has the obligation to absorb losses of the VIE that could potentially be significant to the respective VIE or the right to receive benefits from the respective VIE that could potentially be significant to the respective VIE. The majority of these consolidated assets are held by the IMAX Original Film Fund (the “Original Film Fund”) and the IMAX Virtual Reality Fund (the “VR Fund”) as described in note 15(b). For the other five film production companies which are VIEs, the Company does not consolidate these film entities since it does not have the power to direct activities and does not absorb the majority of the expected losses or expected residual returns. The Company used the equity method of accounting for these entities. A loss in value of an investment other than a temporary decline is recognized as a charge to the condensed consolidated statements of operations.

Total assets and liabilities of the Company’s consolidated VIEs are as follows:

 

     September 30,
2018
     December 31,
2017
 

Total assets

   $ 15,099      $ 7,539  

Total liabilities

   $ 14,591      $ 7,178  

Total assets and liabilities of the VIE entities which the Company does not consolidate are as follows:

 

     September 30,
2018
     December 31,
2017
 

Total assets

   $ 448      $ 448  

Total liabilities

   $ 378      $ 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”) or 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.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

 

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These interim financial statements should be read in conjunction with the consolidated financial statements included in the Company’s 2017 Annual Report on Form 10-K for the year ended December 31, 2017 (“the 2017 Form 10-K”) which should be consulted for a summary of the significant accounting policies utilized by the Company. These interim financial statements are prepared following accounting policies consistent with the Company’s financial statements for the year ended December 31, 2017, except as noted below.

2. New Accounting Standards and Accounting Changes

Adoption of New Accounting Policies

The Company adopted several standards including the following material standards on January 1, 2018, which are effective for annual periods ending after December 31, 2017, and for annual and interim periods thereafter.

In 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC Topic 606”). The Company adopted 2014-09 and several associated ASUs on January 1, 2018. See note 3 for a further discussion of the Company’s adoption of ASC Topic 606, including its 2018 operating results under the new standard.

Recently Issued FASB Accounting Standard Codification Updates

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The purpose of the amendment is to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. New disclosures will include qualitative and quantitative requirements to provide additional information about the amounts recorded in the financial statements. Lessor accounting will remain largely unchanged from current guidance; however, ASU 2016-02 will provide improvements that are intended to align lessor accounting with the lessee model and with updated revenue recognition guidance. For public entities, the amendments in ASU 2016-02 are effective for interim and annual reporting periods beginning after December 15, 2018. As a lessor, the Company has a significant portion of its revenue derived from leases, including its joint revenue sharing arrangements, and while the lessor accounting model is not fundamentally different, the Company continues to evaluate the effect of the standard on this revenue stream. The Company as a lessee, has entered into several leases that under ASC 840 are considered operating leases. The Company has inventoried its leases and continues to review its arrangements to identify any implied leases. 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. The Company is currently evaluating the practical expedients offered by the standard and has not yet determined whether it will elect to apply them.

In September 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842) – Targeted Improvements” (“ASU 2018-11”). The purpose of the amendment is to provide entities with an alternative transition method in addition to the existing transition method when adopting ASU 2016-02. Entities may elect to initially apply ASU 2016-02 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This alternative method has been provided by the Board after receiving additional feedback from entities who have encountered additional costs and complexities associated with the modified retrospective transitional method. The Company will be electing the transition method in ASU 2018-11 on January 1, 2019 and is currently assessing the impact on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The purpose of ASU 2016-13 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 to available-for-sale debt securities should be recorded through an allowance for credit losses. For public entities, the amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact of ASU 2016-13 on its condensed consolidated financial statements.

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 condensed consolidated financial statements for the period ended September 30, 2018.

 

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3. Adoption of ASC Topic 606, Revenue from Contracts with Customers, effective January 1, 2018

As discussed in note 2, in 2014 the FASB issued ASU 2014-09, “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 ASU 2014-09. These ASUs, which modify certain sections of ASU 2014-09 are intended to promote a more consistent interpretation and application of the principles outlined in the standard.

On January 1, 2018, the Company adopted ASC Topic 606, utilizing the modified retrospective transition method with a cumulative catch-up adjustment. Prior year amounts are presented in accordance with ASC Topic 605, “Revenue Recognition” or other applicable standards effective prior to January 1, 2018. The Company is applying the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts. All system sales and maintenance contracts with the existing network of IMAX theaters and the backlog of sales contracts make up a significant majority of the Company’s open contracts at any point in time. DMR arrangements where the film continues to be shown by the Company’s exhibitor partners, film distribution arrangements with remaining terms, aftermarket sales orders that have been received but for which control of the assets has not yet transferred to the customer are all also considered open contracts.

The Company’s revenues from the sales of projection systems, provision of maintenance services, sale of aftermarket 3D glasses and parts, conversion of film content into the IMAX DMR format, distribution of documentary film content and the provision of post- production services are within the scope of the standard. The Company’s joint revenue sharing revenue arrangements, with the exception of those where the title transfers to the customer prior to recognition of the system revenue (hybrid sales arrangements), are not in scope of the standard due to their classification as leases. Similarly, any system revenue transactions classified as sales-type leases are excluded from the provisions of the new standard.

The Company has assessed its performance obligations under its arrangements pursuant to ASC 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 total consideration, 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 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.

 

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The Company’s arrangements include a requirement for the provision of maintenance services over the life of the arrangement, subject to a consumer price index increase on renewal each year. Under the new standard, the Company has included the future consideration from the provision of maintenance services in the relative selling price 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. Except in circumstances where customers prepay the entire term’s maintenance arrangement, payments are due to the Company 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. At September 30, 2018, $20.0 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 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.

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

 

   

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 $0.2 million and an increase of $1.4 million for the three and nine months ended September 30, 2018, respectively.

The following table presents the impacted financial statement line items in the Company’s condensed consolidated statement of operations:

 

     Three Months Ended
September 30, 2018
 
(in thousands of U.S. dollars, except per share amounts)    Pre-adoption of
ASC Topic 606
     ASC Topic 606
Adjustments
     As
reported
 

Revenues

   $ 81,863      $ 245      $ 82,108  

Provision for income taxes

     (1,398      (54      (1,452

Net income

     7,311        191        7,502  

Less: net income attributable to non-controlling interests

     (2,482      —          (2,482

Net income attributable to common shareholders

     4,829        191        5,020  

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

     0.08        —          0.08  

 

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Table of Contents
     Nine Months Ended
September 30, 2018
 
(in thousands of U.S. dollars, except per share amounts)    Pre-adoption of
ASC Topic 606
     ASC Topic 606
Adjustments
     As
reported
 

Revenues

   $ 264,011      $ 1,426      $ 265,437  

Provision for income taxes

     (9,226      (314      (9,540

Net income

     28,712        1,112        29,824  

Less: net income attributable to non-controlling interests

     (8,513      (161      (8,674

Net income attributable to common shareholders

     20,199        951        21,150  

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

     0.32        0.01        0.33  

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

 

     Three Months Ended
September 30, 2018
 
     Pre-adoption of
ASC Topic 606
     ASC Topic 606
Adjustments
     As
reported
 

Network business

        

IMAX DMR

   $ 22,372      $ —        $ 22,372  

Joint revenue sharing arrangements – contingent rent(1)

     15,115        (788      14,327  

IMAX systems – contingent rent(1)

     475        (475      —    
  

 

 

    

 

 

    

 

 

 
     37,962        (1,263      36,699  
  

 

 

    

 

 

    

 

 

 

Theater business

        

IMAX systems

        

Sales and sales-type leases(2)

     18,073        2,354        20,427  

Ongoing fees and finance income(3)

     2,570        401        2,971  

Joint revenue sharing arrangements – fixed fees(4)

     4,045        (1,247      2,798  

Theater system maintenance

     12,415        —          12,415  

Other theater

     2,076        —          2,076  
  

 

 

    

 

 

    

 

 

 
     39,179        1,508        40,687  
  

 

 

    

 

 

    

 

 

 

New business

     1,275        —          1,275  
  

 

 

    

 

 

    

 

 

 

Other

        

Film post-production

     2,262        —          2,262  

Film distribution

     800        —          800  

Other

     385        —          385  
  

 

 

    

 

 

    

 

 

 
     3,447        —          3,447  
  

 

 

    

 

 

    

 

 

 

Total

   $ 81,863      $ 245      $ 82,108  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents
    Nine Months Ended
September 30, 2018
 
    Pre-adoption of
ASC Topic 606
    ASC Topic 606
Adjustments
    As
reported
 

Network business

     

IMAX DMR

  $ 85,586     $ —       $ 85,586  

Joint revenue sharing arrangements – contingent rent(1)

    59,495       (2,576     56,919  

IMAX systems – contingent rent(1)

    1,802       (1,802     —    
 

 

 

   

 

 

   

 

 

 
    146,883       (4,378     142,505  
 

 

 

   

 

 

   

 

 

 

Theater business

     

IMAX systems

     

Sales and sales-type leases(2)

    41,571       8,974       50,545  

Ongoing fees and finance income(3)

    8,000       982       8,982  

Joint revenue sharing arrangements – fixed fees(4)

    7,973       (4,152     3,821  

Theater system maintenance

    37,462       —         37,462  

Other theater

    5,707       —         5,707  
 

 

 

   

 

 

   

 

 

 
    100,713       5,804       106,517  
 

 

 

   

 

 

   

 

 

 

New business

    4,999       —         4,999  
 

 

 

   

 

 

   

 

 

 

Other

     

Film post-production

    6,512       —         6,512  

Film distribution

    2,644       —         2,644  

Other

    2,260       —         2,260  
 

 

 

   

 

 

   

 

 

 
    11,416       —         11,416  
 

 

 

   

 

 

   

 

 

 

Total

  $ 264,011     $ 1,426     $ 265,437  
 

 

 

   

 

 

   

 

 

 

 

(1)

Contingent rent of $0.8 million and $2.6 million, respectively in the three and nine months ended September 30, 2018, related to theater systems under hybrid sales arrangements and $0.5 million and $1.8 million, respectively in the three and nine months ended September 30, 2018 related to theater systems under sales arrangements was recognized in the Company’s transition adjustment.

(2)

Variable consideration of $0.8 million and $4.1 million, respectively in the three and nine months ended September 30, 2018 relating to theater systems recognized as sales or hybrid sales was recognized as part of the System Obligation in the respective period and the fixed consideration recognized for theater systems installed under hybrid sales arrangements was reclassified from Joint revenue sharing arrangement – fixed fees as hybrid sales are no longer considered part of the Joint revenue sharing arrangement segment.

(3)

Finance income of $0.4 million and $1.0 million, respectively in the three and nine months ended September 30, 2018 was recognized on the future consideration related to contracts.

(4)

Fixed consideration of $1.2 million and $4.2 million, respectively in the three and nine months ended September 30, 2018 related to the recognition of theater systems under hybrid sales arrangements was reclassified to Sales and sales-type leases.

 

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Table of Contents

Upon adoption of ASC Topic 606 the Company has evaluated its revenue streams by reportable segment and scoped out lease arrangements in accordance with the standard. The following table presents a breakdown of the Company’s revenues whereby fixed and variable consideration are subject to the new standard:

 

     Three Months Ended
September 30, 2018
 
     Subject to the New Revenue
Recognition Standard
     Subject to the
Lease Standard
        
     Fixed
consideration
     Variable
consideration
     Lease
arrangements
     Total  

Network business

           

IMAX DMR

   $ —        $ 22,372      $ —        $ 22,372  

Joint revenue sharing arrangements – contingent rent

     —          —          14,327        14,327  

IMAX systems – contingent rent

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          22,372        14,327        36,699  
  

 

 

    

 

 

    

 

 

    

 

 

 

Theater business

           

IMAX systems

           

Sales and sales-type leases

     19,320        1,107        —          20,427  

Ongoing fees and finance income

     2,971        —          —          2,971  

Joint revenue sharing arrangements – fixed fees

     2,798        —          —          2,798  

Theater system maintenance

     12,415        —          —          12,415  

Other theater

     2,076        —          —          2,076  
  

 

 

    

 

 

    

 

 

    

 

 

 
     39,580        1,107        —          40,687  
  

 

 

    

 

 

    

 

 

    

 

 

 

New business

     1,112        163        —          1,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

Other

           

Film post-production

     2,262        —          —          2,262  

Film distribution

     —          800        —          800  

Other

     —          385        —          385  
  

 

 

    

 

 

    

 

 

    

 

 

 
     2,262        1,185        —          3,447  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 42,954      $ 24,827      $ 14,327      $ 82,108  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
     Nine Months Ended
September 30, 2018
 
     Subject to the New Revenue
Recognition Standard
     Subject to the
Lease Standard
        
     Fixed
consideration
     Variable
consideration
     Lease
arrangements
     Total  

Network business

           

IMAX DMR

   $ —        $ 85,586      $ —        $ 85,586  

Joint revenue sharing arrangements – contingent rent

     —          —          56,919        56,919  

IMAX systems – contingent rent

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          85,586        56,919        142,505  
  

 

 

    

 

 

    

 

 

    

 

 

 

Theater business

           

IMAX systems

           

Sales and sales-type leases

     45,142        5,403        —          50,545  

Ongoing fees and finance income

     8,982        —          —          8,982  

Joint revenue sharing arrangements – fixed fees

     3,821        —          —          3,821  

Theater system maintenance

     37,462        —          —          37,462  

Other theater

     5,707        —          —          5,707  
  

 

 

    

 

 

    

 

 

    

 

 

 
     101,114        5,403        —          106,517  
  

 

 

    

 

 

    

 

 

    

 

 

 

New business

     3,938        1,061        —          4,999  
  

 

 

    

 

 

    

 

 

    

 

 

 

Other

           

Film post-production

     6,512        —          —          6,512  

Film distribution

     —          2,644        —          2,644  

Other

     50        2,210        —          2,260  
  

 

 

    

 

 

    

 

 

    

 

 

 
     6,562        4,854        —          11,416  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 111,614      $ 96,904      $ 56,919      $ 265,437  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents the impact from the adoption of ASC Topic 606 on the Company’s assets and liabilities in the condensed consolidated balance sheet:

 

     Balance at
December 31,
2017
     ASC Topic 606
Adjustments
     Balance at
January 1,
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 has not experienced any significant true-ups or downs of its transition amounts.

 

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Table of Contents

The following describes the Company’s updated revenue recognition policy to reflect the adoption of ASC Topic 606:

Contracts 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 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 Topic of the 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 the arrangement is allocated based on the applicable guidance in the above noted standards.

Theater Systems

The Company has identified the projection system, sound system, screen system and, if applicable, 3D glasses cleaning machine, theater design support, supervision of installation, projectionist training and the use of the IMAX brand to be, as a group, 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. The Company is not responsible for the physical installation of the equipment in the customer’s facility; however, the Company 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’s System Obligation arrangements involve either a lease or a sale of the theater system. Consideration for the System Obligation, other than for those 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 lease or over a period of time, as specified in the arrangement. The ongoing payments are the greater of an annual fixed minimum amount or a certain percentage of the theater box-office. Amounts received in excess of the annual fixed minimum amounts are considered contingent payments. The Company’s arrangements are non-cancellable, unless the Company fails to perform its obligations. In the absence of a material default by the Company, there is no right to any remedy for the customer under the Company’s arrangements. If a material default by the Company exists, the customer has the right to terminate the arrangement and seek a refund only if the customer provides notice to the Company of a material default and only if the Company does not cure the default within a specified period.

Consideration is allocated to each unit of accounting based on the unit’s relative selling prices. The Company uses vender-specific objective evidence of selling price (VSOE) when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. VSOE is established for the Company’s System 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.

Sales Arrangements

For arrangements qualifying as sales, the revenue allocated to the System Obligation is recognized in accordance with the Revenue Recognition Topic of the FASB ASC, 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) receipt of written customer acceptance certifying the completion of installation and run-in testing of the equipment and the completion of projectionist training or (b) public opening of the theater, provided there is persuasive evidence of an arrangement, the price is fixed or determinable and collectability is reasonably assured.

The initial revenue recognized consists of the initial payments received and the present value of any future initial payments, fixed minimum ongoing payments and an estimate of future variable consideration (future CPI and additional payments in excess of the minimums in the case of full sale arrangements or a percentage of ongoing box office in the case of hybrid sales arrangements) that have been attributed to this unit of accounting.

 

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The Company has also agreed, on occasion, to sell equipment under lease or at the end of a lease term. Consideration agreed to for these lease buyouts is included in revenues from equipment and product sales, when persuasive evidence of an arrangement exists, the fees are fixed or determinable, collectability is reasonably assured and control of the theater system passes from the Company to the customer.

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 Arrangements

The Company uses the Leases Topic of FASB ASC to evaluate whether an arrangement is a lease within the scope of the accounting standard. Transactions accounted for under the Leases Topic of FASB ASC are not within the scope of Topic 606. Arrangements not within the scope of the accounting standard are accounted for either as a sales or services arrangement, as applicable.

For lease arrangements, the Company determines the classification of the lease in accordance with the Lease Topic of FASB ASC. A lease arrangement that transfers substantially all of the benefits and risks incident to ownership of the equipment is classified as a sales-type lease based on the criteria established by the accounting standard; 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; (ii) the 3D glasses cleaning machine, if applicable, has been delivered; (iii) projectionist training has been completed; and (iv) the earlier of (a) receipt of the written customer acceptance certifying the completion of installation and run-in testing of the equipment and the completion of projectionist training or (b) 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 operating leases, initial payments and fixed minimum ongoing payments are recognized as revenue on a straight-line basis over the lease term. For operating 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 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) receipt of written customer acceptance certifying the completion of installation and run-in testing of the equipment and the completion of projectionist training or (b) public opening of the theater. Contingent payments in excess of fixed minimum ongoing payments are recognized as revenue when reported by theater operators, provided collectability is reasonably assured.

Revenues from joint revenue sharing arrangements with upfront payments that qualify for classification as sales-type leases are recognized in accordance with the sales and sales-type lease criteria discussed above. Contingent revenues from joint revenue sharing arrangements are recognized as box-office results and concessions revenues are reported by the theater operator, provided collectability is reasonably assured.

Finance Income

Finance income is recognized over the term of the sales-type lease or financed sales receivable, provided collectability is reasonably assured. Finance income recognition ceases when the Company determines that the associated receivable is not collectible.

Finance income is suspended when the Company identifies a theater that is delinquent, non-responsive or not negotiating in good faith with the Company. Once the collectability issues are resolved the Company will resume recognition of finance income.

 

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Improvements and Modifications

Improvements and modifications to the theater system after installation are treated as separate revenue transactions, if and when the Company is requested to perform these services. Revenue is recognized for these services when the performance of the services has been completed, provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is reasonably assured.

Cost of Equipment and Product Sales

Theater systems and other equipment subject to sales-type leases and sales arrangements includes the cost of the equipment and costs related to project management, design, delivery and installation supervision services as applicable. The costs related to theater systems under sales and sales-type lease arrangements are relieved from inventory to costs and expenses applicable to revenues-equipment and product sales when revenue recognition criteria are met. In addition, the Company defers direct selling costs such as sales commissions and other amounts related to these contracts until the related revenue is recognized. The Company may have warranty obligations at or after the time revenue is recognized which require replacement of certain parts that do not affect the functionality of the theater system or services. The costs for warranty obligations for known issues are accrued as charges to costs and expenses applicable to revenues-equipment and product sales at the time revenue is recognized based on the Company’s past historical experience and cost estimates.

Cost of Rentals

For theater systems and other equipment subject to an operating lease or placed in a theater operators’ venue under a joint revenue sharing arrangement, the cost of equipment and those costs that result directly from and are essential to the arrangement, is included within property, plant and equipment. Depreciation and impairment losses, if any, are included in cost of rentals based on the accounting policy set out in note 2(g) of the Company’s Form 10-K. Under the new standard, commissions continue to be deferred and recognized as costs and expenses applicable to revenues-rentals in the month they are earned, which is typically the month of installation.

Terminations, Consensual Buyouts and Concessions

The Company enters into 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, which may extend several years, certain customers may be unable to, or may elect not to, proceed with the theater system installation for a number of reasons including business considerations, or the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation, the arrangement may be terminated under the default provisions of the arrangement or by mutual agreement between the Company and the customer (a “consensual buyout”). Terminations by default are situations when a customer does not meet the payment obligations under an arrangement and the Company retains the amounts paid by the customer. Under a consensual buyout, the Company and the customer agree, in writing, to a settlement and to release each other of any further obligations under the arrangement or an arbitrated settlement is reached. Any initial payments retained or additional payments received by the Company are recognized as revenue when the settlement arrangements are executed and the cash is received, respectively. These termination and consensual buyout amounts are recognized in Other revenues.

In addition, the Company could agree with customers to convert their obligations for other theater system configurations that have not yet been installed to arrangements to acquire or lease the IMAX digital theater system. The Company considers these situations to be a termination of the previous arrangement and origination of a new arrangement for the IMAX digital theater system. For all arrangements entered into or modified prior to the date of adoption of the amended FASB ASC 605-25, the Company continues to defer an amount of any initial fees received from the customer such that the aggregate of the fees deferred and the net present value of the future fixed initial and ongoing payments to be received from the customer equals the selling price of the IMAX digital theater system to be leased or acquired by the customer. Any residual portion of the initial fees received from the customer for the terminated theater system is recorded in other revenues at the time when the obligation for the original theater system is terminated and the new theater system arrangement is signed. Under the amended FASB ASC 605-25, for all arrangements entered into or materially modified after the date of adoption, the total arrangement consideration to be received is allocated on a relative selling price basis to the digital upgrade and the termination of the previous theater system. The arrangement consideration allocated to the termination of the existing arrangement is recorded in Other revenues at the time when the obligation for the original theater system is terminated and the new theater system arrangement is signed.

The Company may offer certain incentives to customers to complete theater 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 sales price either by a direct reduction in the sales price or a reduction of payments to be discounted in accordance with

 

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the Leases or Interests Topic of the FASB ASC. 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.

Maintenance and Extended Warranty Services

Maintenance and extended warranty services may be provided under a multiple element arrangement 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 in Services revenues. 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 contracts 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 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 revenues expected from the film. Film exploitation costs, including advertising and marketing are recorded in costs and expenses applicable to revenues-services as incurred.

Revenue from film production services where the Company does not hold the associated distribution rights are recognized in Services revenues when performance of the contractual service is complete, provided there is persuasive evidence of an agreement, the fee is fixed or determinable and collectability is reasonably assured.

Revenues from digitally re-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 of box-office receipts generated from the re-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, provided collectability is reasonably assured.

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.

Film Distribution

Revenue from the flat-fee licensing of films whose distribution rights are owned by the Company is recognized in Services revenues when persuasive evidence of a licensing arrangement exists, the film has been completed and delivered, the license period has begun, the fee is fixed or determinable and collectability is reasonably assured. When license fees are based on a percentage of box-office receipts, the revenue is subject to the sales-based royalty exception and is recognized when box-office receipts are reported by exhibitors, provided collectability is reasonably assured. Film exploitation costs, including advertising and marketing, are recorded in costs and expenses applicable to revenues-services as incurred.

Film Post-Production Services

Revenues from post-production film services are recognized in Services revenues when performance of the contracted services is complete provided there is persuasive evidence of an arrangement, the fee is fixed or determinable and collectability is reasonably assured.

Other

 

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The Company recognizes revenue in Services revenues from its owned and operated theaters resulting from box-office ticket and concession sales as tickets are sold, films are shown and upon the sale of various concessions. The sales are cash or credit card transactions with theater goers based on fixed prices per seat or per concession item.

In addition, the Company enters into commercial arrangements with third party theater owners resulting in the sharing 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 delivered to the customer.

Other service revenues are recognized in Service revenues when the performance of contracted services is complete.

4. Financing Receivables

Financing receivables, consisting of net investment in sales-type leases and receivables from financed sales of theater systems are as follows:

 

     September 30,
2018
     December 31,
2017
 

Gross minimum lease payments receivable

   $ 9,906      $ 8,537  

Unearned finance income

     (963      (1,147
  

 

 

    

 

 

 

Minimum lease payments receivable

     8,943        7,390  

Accumulated allowance for uncollectible amounts

     (155      (155
  

 

 

    

 

 

 

Net investment in leases

     8,788        7,235  
  

 

 

    

 

 

 

Gross financed sales receivables

     154,399        162,522  

Unearned finance income

     (36,030      (39,341
  

 

 

    

 

 

 

Financed sales receivables

     118,369        123,181  

Accumulated allowance for uncollectible amounts

     (839      (922
  

 

 

    

 

 

 

Net financed sales receivables

     117,530        122,259  
  

 

 

    

 

 

 

Total financing receivables

   $ 126,318      $ 129,494  
  

 

 

    

 

 

 

Net financed sales receivables due within one year

   $ 26,799      $ 25,455  

Net financed sales receivables due after one year

   $ 90,731      $ 96,804  

As at September 30, 2018, the financed sale receivables had a weighted average effective interest rate of 9.1% (December 31, 2017 — 9.1%).

 

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5. Inventories

 

     September 30,
2018
     December 31,
2017
 

Raw materials

   $ 35,732      $ 21,206  

Work-in-process

     3,478        2,601  

Finished goods

     13,404        6,981  
  

 

 

    

 

 

 
   $ 52,614      $ 30,788  
  

 

 

    

 

 

 

At September 30, 2018, finished goods inventory for which title had passed to the customer and revenue was deferred amounted to $2.6 million (December 31, 2017 — $4.9 million).

During the three and nine months ended September 30, 2018, the Company recognized write-downs for excess and obsolete inventory based on current estimates of net realizable value considering future events and conditions of $nil and $nil, respectively (2017 —$0.3 million and $0.3 million, respectively).

6. Credit Facility and Other Financing Arrangements

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, 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 new “Credit Facility”) matures on June 28, 2023.

Loans under the new Credit Facility will 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 the LIBOR rate be less than 0.00% per annum. The additional fees incurred as part 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 requires that the Company maintain a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of no greater than 3.25:1. In addition, the Credit Agreement contains customary affirmative and negative covenants for 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 under the Credit Facility are guaranteed by certain of the Company’s subsidiaries (the “Guarantors”), and are secured by first-priority security interests in substantially all of the assets of the Company and the Guarantors.

The Company was in compliance with all of its requirements at September 30, 2018.

Total amounts drawn and available under the Credit Facility at September 30, 2018 were $20.0 million and $280.0 million, respectively (December 31, 2017 — $nil and $200.0 million, respectively). The effective interest rate for the three and nine months ended September 30, 2018 was 3.28% and 3.28%, respectively (2017 — n/a).

As at September 30, 2018, the Company did not have any advance payment guarantees outstanding (December 31, 2017 — $nil), under the Credit Facility.

Working Capital Loan

On July 13, 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 U.S. Dollars) to fund ongoing working capital requirements. The total amounts drawn and available under the working capital loan at September 30, 2018 were nil and 200.0 million Renminbi, respectively.

 

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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 inception, the Playa Vista Loan was fully drawn at $30.0 million and bore interest at a variable rate per annum equal to 2.0% above the 30-day LIBOR rate. The Playa Vista Loan was to be fully due and payable on October 19, 2025 (the “Maturity Date”), and could be prepaid at any time without premium, but with all accrued interest and other applicable payments.

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 drawn under the loan at December 31, 2017 was $25.7 million. The effective interest rate for the three and nine months ended September 30, 2018 was 4.13% and 3.87%, respectively (2017 — 3.26% and 3.06%, respectively).

As at September 30, 2018, bank indebtedness includes the following:

 

     September 30,
2018
     December 31,
2017
 

Credit Facility

   $ 20,000      $ —    

Playa Vista Loan

     —          25,667  

Deferred charges on debt financing

     (2,375      (310
  

 

 

    

 

 

 
   $ 17,625      $ 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. The settlement risk on its foreign currency forward contracts was $0.1 million at September 30, 2018, as the notional value exceeded the fair value of the forward contracts. As at September 30, 2018, the Company has $45.4 million in notional value of such arrangements outstanding.

Bank of Montreal Facility

As at September 30, 2018, the Company has available a $10.0 million facility (December 31, 2017 — $10.0 million) with the Bank of Montreal 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”). As at September 30, 2018, the Company does not have outstanding letters of credit or advance payment guarantees (December 31, 2017 — $nil), under the Bank of Montreal Facility.

 

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7. Commitments, Contingencies and Guarantees

Commitments

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancellable 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 Company has a minimum commitment of $2.7 million toward the development, production, post-production and marketing related to certain film and new content initiatives. As of September 30, 2018, the Company has spent $2.7 million, and does not expect to spend any additional funds during the remainder of the year.

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 with the Contingencies Topic of the FASB ASC, the Company will make 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 for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in 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, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs.

The Company expenses legal costs relating to its lawsuits, claim and proceedings as incurred.

(a) On May 15, 2006, the Company initiated arbitration against Three-Dimensional Media Group, Ltd. (“3DMG”) before the International Centre for Dispute Resolution in New York (the “ICDR”), alleging breaches of the license and consulting agreements between the Company and 3DMG. On June 15, 2006, 3DMG filed an answer denying any breaches and asserting counterclaims that the Company breached the parties’ license agreement. 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 of re-examination proceedings involving one of 3DMG’s patents. Following a status conference on April 27, 2016 before the ICDR, the ICDR granted 3DMG leave to amend its answer and counterclaims, and subsequently lifted the stay in this matter. In its amended counterclaims, 3DMG 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 in pre-award interest. On August 13, 2018, 3DMG filed a motion seeking modification and correction of portions of the award, and on August 23, 2018, 3DMG filed an application for attorney fees and expenses. The Company has opposed both motions, which are currently pending before the ICDR, but no assurances can be given with respect to how the ICDR will rule on those motions. A charge of $7.5 million was recorded in the nine month period ended September 30, 2018 to 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 by E-City. The Company appealed that ruling to the Supreme Court of India, and on March 10, 2017, the Supreme Court set aside the Bombay High Court’s judgement and dismissed E-City’s petition. On March 29, 2017, the Company filed an Execution Application in the

 

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Bombay High Court seeking to enforce the ICC award against E-City and several related parties. That matter is currently pending. The Company has also taken steps to enforce the ICC final award outside of India. In December 2011, the Ontario Superior Court of Justice issued an order recognizing the final award and requiring E-City to pay the Company $30,000 to cover the costs of the application, and in October 2015, 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 the logistics function of the Company, but not the Company itself, would face criminal charges. A preliminary court conference was held on September 5, 2018, and a hearing took place on October 24, 2018, after which the court indicated it would review additional evidence before ruling on the matter. 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) On November 11, 2013, Giencourt Investments, S.A. (“Giencourt”) initiated arbitration before the International Centre for Dispute Resolution in Miami, Florida, based on alleged breaches by the Company of its theater agreement and related license agreement with Giencourt. An arbitration hearing for witness testimony was held during the week of December 14, 2015. At the hearing, Giencourt’s expert identified monetary damages of up to approximately $10.4 million, which Giencourt sought to recover from the Company. The Company asserted a counterclaim against Giencourt for breach of contract and sought to recover lost profits in excess of $24.0 million under the agreements. Subsequently, in December 2015, Giencourt made a motion to the panel seeking to enforce a purported settlement of the matter based on negotiations between Giencourt and the Company. The panel held a final hearing with closing arguments in October 2016. On February 7, 2017, the panel issued a Partial Final Award and on July 21, 2017, the panel issued a Final Award (collectively, the “Award”), which held that the parties had reached a binding settlement, and therefore the panel did not reach the merits of the dispute. The Company strongly disputes that discussions about a potential resolution of this matter amounted to an enforceable settlement. In October 2017, the Company filed a petition to vacate the arbitration award in the United States Court for the Southern District of Florida on various grounds, including that the panel exceeded its jurisdiction. The petition is still pending. At this time, the Company is unable to determine the amounts that it may owe pursuant to the Award, or the timing of any such payments, and therefore no assurances can be given with respect to the ultimate outcome of the matter.

(e) In addition to the matters described above, the Company is currently involved in other legal proceedings or governmental inquiries which, in the opinion of the Company’s management, will not materially affect the Company’s financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such proceedings.

(f) 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 a guarantee to be 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

The Company has provided no significant financial guarantees to third parties.

Product Warranties

The Company’s accrual for product warranties, which was recorded as part of accrued and other liabilities in the condensed consolidated balance sheets, was $0.2 million and $0.1 million at September 30, 2018 and December 31, 2017, respectively.

 

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Director/Officer Indemnifications

The Company’s General By-law contains an indemnification of its directors/officers, former directors/officers and persons who have acted at its request to be a director/officer of an entity in which the Company is a shareholder or creditor, to indemnify them, to the extent permitted by the Canada Business Corporations Act, against expenses (including legal fees), judgments, fines and any amounts actually and reasonably incurred by them in connection with any action, suit or proceeding in which the directors and/or officers are sued as a result of their service, if they acted honestly and in good faith with a view to the best interests of the Company. In addition, the Company has entered into indemnification agreements with each of its directors in order to effectuate the foregoing. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been accrued in the condensed consolidated balance sheets as at September 30, 2018 and December 31, 2017, 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 system lease and sale agreements and the supervision of installation or servicing of the theater systems; film production, exhibition and distribution agreements; real property lease agreements; and employment agreements. These indemnification agreements require the Company to compensate the counterparties for costs incurred as a result of litigation claims that may be suffered by the counterparty as a consequence of the transaction or the Company’s breach or non-performance under these agreements. While the terms of these indemnification agreements vary based upon the contract, they normally extend for the life of the agreements. A small number of agreements do not provide for any limit on the maximum potential amount of indemnification; however, virtually all of the Company’s system lease and sale agreements limit such maximum potential liability to the purchase price of the system. The fact that the maximum potential amount of indemnification required by the Company is not specified in some cases prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. Historically, the Company has not made any significant payments under such indemnifications and no amounts have been accrued in the condensed consolidated financial statements with respect to the contingent aspect of these indemnities.

8. Condensed Consolidated Statements of Operations Supplemental Information

(a) Selling Expenses

The Company defers direct selling costs such as sales commissions and other amounts related to its sale and sales-type lease arrangements until the related revenue is recognized. These costs and direct advertising and marketing, included in costs and expenses applicable to Revenues – Equipment and product sales, totaled $0.8 million and $2.0 million for the three and nine months ended September 30, 2018 (2017 — $1.1 million and $2.2 million, respectively).

Film exploitation costs, including advertising and marketing, totaled $3.1 million and $15.7 million for the three and nine months ended September 30, 2018 (2017 — $2.5 million and $9.1 million, respectively), and are recorded in costs and expenses applicable to revenues-services as incurred.

Commissions are recognized as costs and expenses applicable to Revenues – Rentals in the month they are earned. These costs totaled $0.4 million and $1.0 million for the three and nine months ended September 30, 2018 (2017 — $0.4 million and $0.9 million, respectively). Direct advertising and marketing costs for each theater are charged to costs and expenses applicable to Revenues –Rentals as incurred. These costs totaled an expense of $0.5 million and $1.2 million for the three and nine months ended September 30, 2018 (2017 — $0.8 million and $1.5 million, respectively).

(b) Foreign Exchange

Included in selling, general and administrative expenses for the three and nine months ended September 30, 2018 is a gain of $0.4 million and a loss of $0.7 million, respectively (2017 — gain of $0.5 million and gain of $0.7 million, respectively), for net foreign exchange gains/losses related to the translation of foreign currency denominated monetary assets and liabilities. See note 14(d) for additional information.

 

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(c) Collaborative Arrangements

Joint Revenue Sharing Arrangements

In a joint revenue sharing arrangement, the Company receives a portion of a theater’s box office and concession revenues, and in some cases a small upfront or initial payment, in exchange for placing a theater system at the theater operator’s venue. Under joint revenue sharing arrangements, the customer has the ability and the right to operate the hardware components or direct others to operate them in a manner determined by the customer. The Company’s joint revenue sharing arrangements are typically non-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 signed joint revenue sharing agreements with 39 exhibitors for a total of 1,203 theater systems, of which 757 theaters were operating as at September 30, 2018, the terms of which are similar in nature, rights and obligations. The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in note 3.

Amounts attributable to transactions arising between the Company and its customers under joint revenue sharing arrangements are included in Revenue—Equipment and product sales and Rentals and for the three and nine months ended September 30, 2018 amounted to $17.0 million and $60.6 million, respectively (2017 — $18.2 million and $54.2 million, respectively).

IMAX DMR

In an IMAX DMR arrangement, the Company transforms conventional motion pictures into the Company’s large screen format, allowing the release of Hollywood content to the global IMAX theater network. In a typical IMAX DMR film arrangement, the Company will absorb its costs for the digital re-mastering and then recoup this cost from a percentage of the box-office receipts of the film, which in recent years has averaged approximately 12.5% outside of Greater China and a lower percentage for certain films within Greater China. The Company does not typically hold distribution rights or the copyright to these films.

For the nine months ended September 30, 2018, the majority of IMAX DMR revenue was earned from the exhibition of 58 IMAX DMR films (2017 – 46) throughout the IMAX theater network.

Amounts attributable to transactions arising between the Company and its customers under IMAX DMR arrangements are included in Services revenue and for the three and nine months ended September 30, 2018 amounted to $22.4 million and $85.6 million, respectively (2017 — $25.9 million and $77.1 million, respectively).

Co-Produced Film Arrangements

In certain film arrangements, the Company co-produces a film with a third party whereby the third party retains the copyright and rights to the film and the Company obtains exclusive theatrical distribution rights to the film. Under these arrangements, both parties contribute funding to the Company’s wholly-owned production company for the production of the film 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 cost of the production exceeds its approved budget or if it appears as though the film will not be delivered on a timely basis.

As at September 30, 2018, the Company has two significant co-produced film arrangements which represent the VIE total assets balance of $15.1 million and liabilities balance of $14.6 million and three other co-produced film arrangements, the terms of which are similar. The accounting policies relating to co-produced film arrangements are disclosed in notes 2(a) of the Company’s 2017 Form 10-K, and in note 3.

For the three and nine months ended September 30, 2018, expenses totaling $0.2 million and $0.4 million, respectively (2017 — expense of $0.3 million and $1.0 million, respectively) attributable to transactions between the Company and other parties involved in the production of the films have been included in cost and expenses applicable to Revenues – Services.

 

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As at September 30, 2018, the Company is participating in one significant co-produced television arrangement. This arrangement is not a VIE.

For the three and nine months ended September 30, 2018, revenues of $nil and $0.4 million, respectively (2017 — revenue of $8.7 million and $8.7 million, respectively) and costs and expenses applicable to revenues of $nil and $0.5 million, respectively (2017 — $19.8 million and $20.6 million, respectively) attributable to this collaborative arrangement have been recorded in Revenue – Services and Costs and expenses applicable to Revenues – Services, respectively.

9. Condensed Consolidated Statements of Cash Flows Supplemental Information

(a) Depreciation and amortization are comprised of the following:

 

     Nine Months Ended
September 30,
 
     2018      2017  

Film assets

   $ 11,166      $ 13,560  

Property, plant and equipment

     

Joint revenue sharing arrangements

     15,293        13,299  

Other property, plant and equipment

     9,753        8,638  

Other intangible assets

     3,871        3,157  

Other assets

     925        691  

Deferred financing costs

     976        422  
  

 

 

    

 

 

 
   $ 41,984      $ 39,767  
  

 

 

    

 

 

 

(b) Write-downs, net of recoveries, are comprised of the following:

 

     Nine Months Ended
September 30,
 
     2018      2017  

Accounts receivable

   $ 1,567      $ 2,633  

Property, plant and equipment (1)(3)

     482        4,412  

Joint revenue sharing arrangements (1)

     354        —    

Financing receivables

     100        680  

Other intangible assets

     38        —    

Film assets (2)(3)

     —          16,076  

Other assets (3)

     —          1,522  

Inventories

     —          297  
  

 

 

    

 

 

 
   $ 2,541      $ 25,620  
  

 

 

    

 

 

 

 

(1)

The Company recognized asset impairment charges of $0.8 million (2017 — $0.6 million) against property, plant and equipment after an assessment of the carrying value of certain assets in light of their future expected cash flows.

(2)

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. In the nine months ended September 30, 2017, an impairment of $4.6 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. No such impairment was recognized in the nine months ended September 30, 2018.

(3)

In 2017, as a result of 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 film impairment charges of $0.3 million, property, plant and equipment charges of $3.7 million and other asset charges of $1.5 million. See note 16 for additional details.

 

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(c) Significant non-cash investing and financing activities are comprised of the following:

 

     Nine Months
Ended
September 30,
 
     2018      2017  

Net accruals related to:

     

Purchases of property, plant and equipment

   $ 634      $ 935  

Investment in joint revenue sharing arrangements

     (200      150  

Acquisition of other intangible assets

     (189      72  
  

 

 

    

 

 

 
   $ 245      $ 1,157  
  

 

 

    

 

 

 

10. Income Taxes

(a) Income Taxes

The Company’s effective tax rate differs from the statutory tax rate and varies from year to year primarily as a result of 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 reductions in the year, changes due to foreign exchange, changes in the Company’s valuation allowance based on the Company’s recoverability assessments of deferred tax assets, and favorable or unfavorable resolution of various tax examinations. During the quarter ended September 30, 2018, there was no change in the Company’s estimates of the recoverability of its deferred tax assets based on an analysis of both positive and negative evidence including projected future earnings.

As at September 30, 2018, the Company had net deferred income tax assets after valuation allowance of $27.3 million (December 31, 2017 — $30.7 million), which consists of a gross deferred income tax asset of $27.5 million (December 31, 2017 — $30.9 million), against which the Company is carrying a $0.2 million valuation allowance (December 31, 2017 — $0.2 million).

For the quarter ended September 30, 2018, the Company recorded a provision for income taxes of $1.5 million. Included in the provision for income taxes was a recovery of $0.3 million related to its provision for uncertain tax positions and a recovery of $0.1 million related to its provision for stock-based compensation costs recognized in the period.

On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act when a company does not have all the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC Topic 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC Topic 740. While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and other changes in the legislation the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions the Company may take.

The effect of the provisional re-measurement on deferred taxes due to the Tax Reform was reflected entirely in 2017. As of December 31, 2017, the Company was able to determine a reasonable estimate of the effects of tax reform and recorded that estimate as a provisional amount. The provisional re-measurement of the deferred tax assets and liabilities resulted in a $9.3 million discrete tax provision for the year. The provisional re-measurement amount may change as data becomes available allowing more accurate scheduling of the deferred tax assets and liabilities.

In addition, the Tax Act also included a number of other changes. The Company continues to monitor the impact of the Tax Act during the measurement period, which can range up to one-year, due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Act. No further changes have been reported as of September 30, 2018.

 

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

The Company has not provided Canadian taxes on cumulative earnings of non-Canadian affiliates and associated companies that have been reinvested indefinitely. Taxes are provided for earnings of non-Canadian affiliates and associated companies when the Company determines that such earnings are no longer indefinitely reinvested.

Cash held outside of North America as at September 30, 2018 was $120.8 million (December 31, 2017 — $119.4 million), of which $50.4 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 $8.6 million.

 

  (b)

Income Tax Effect on Other Comprehensive Income

The income tax (expense) benefit included in the Company’s other comprehensive (loss) income are related to the following items:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Unrealized change in cash flow hedging instruments

   $ (132    $ 188      $ 309      $ 132  

Realized change in cash flow hedging instruments upon settlement

     12        (358      99        (634
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (120    $ (170    $ 408      $ (502
  

 

 

    

 

 

    

 

 

    

 

 

 

11. Capital Stock

 

  (a)

Stock-Based Compensation

Compensation costs recorded in the condensed consolidated statements of operations for the Company’s stock-based compensation plans were $5.6 million and $17.1 million for the three and nine months ended September 30, 2018, respectively (2017 — $6.0 million and $18.2 million, respectively). The following reflects the stock-based compensation expense recorded to the respective financial statement line items:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Cost and expenses applicable to revenues

   $ 587      $ 380      $ 1,319      $ 1,120  

Selling, general and administrative expenses

     4,840        5,198        15,499        16,196  

Research and development

     135        165        347        480  

Exit costs, restructuring charges and associated impairments

     —          299        (19      372  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 5,562      $ 6,042      $ 17,146      $ 18,168  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The following reflects a breakdown of the Company’s stock-based compensation expense by each plan type:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Stock options

   $ 1,489      $ 1,060      $ 4,239      $ 3,426  

Restricted Share Units

     3,772        3,916        11,792        12,398  

China Long Term Incentive Plan Restricted Share Units

     241        696        961        1,108  

China Options

     60        280        154        911  

China Cash Settled Share-Based Payments

     —          90        —          325  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 5,562      $ 6,042      $ 17,146      $ 18,168  
  

 

 

    

 

 

    

 

 

    

 

 

 

Stock Option Summary

The following table summarizes certain information in respect of option activity under the Company’s Stock Option Plan (“SOP”) and IMAX Amended and Restated Long Term Incentive Plan (“IMAX LTIP”) for the nine months ended September 30, 2018:

 

     Number of Shares      Weighted Average Exercise
Price Per Share
 
     2018      2017      2018      2017  

Options outstanding, beginning of period

     5,082,100        5,190,542      $ 29.31      $ 28.35  

Granted

     1,081,120        854,764        21.96        30.07  

Exercised

     (12,750      (658,341      17.08        21.90  

Forfeited

     (51,238      (95,375      31.14        32.41  

Expired

     (490,042      (22,269      31.61        37.08  

Cancelled

     (100,596      (28,256      30.32        30.65  
  

 

 

    

 

 

       

Options outstanding, end of period

     5,508,594        5,241,065        27.66        29.32  
  

 

 

    

 

 

       

Options exercisable, end of period

     3,902,341        4,011,217        28.58        28.94  
  

 

 

    

 

 

       

Restricted Share Units (“RSU”) Summary

The following table summarizes certain information in respect of RSU activity under the IMAX LTIP for the nine months ended September 30, 2018:

 

     Number of Awards      Weighted Average Grant Date
Fair Value Per Share
 
     2018      2017      2018      2017  

RSUs outstanding, beginning of period

     995,329        1,124,180      $ 32.68      $ 33.01  

Granted

     658,353        460,362        20.99        30.54  

Vested and settled

     (392,066      (316,278      30.87        30.46  

Forfeited

     (63,621      (111,367      30.34        31.99  
  

 

 

    

 

 

       

RSUs outstanding, end of period

     1,197,995        1,156,897        26.97        32.90  
  

 

 

    

 

 

       

 

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Issuer Purchases of Equity Securities

In 2017, the Company‘s Board of Directors approved a new $200.0 million share repurchase program for shares of the Company’s common stock. The share repurchase program expires on 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 three and nine months ended September 30, 2018, the Company repurchased nil and 2,154,689 common shares, respectively (2017 – nil and 1,736,150, respectively) at an average price of $nil and $21.54 per share, respectively (2017 – $nil and $26.57 per share, respectively).

The total number of shares purchased during the three and nine months ended September 30, 2018 does not include any shares purchased in the administration of employee share-based compensation plans (which amounted to nil and 300,000, respectively (2017 — nil and 604,036, respectively) common shares, at an average price of $nil and $20.55 per share, respectively (2017 — $nil and $32.32 per share, respectively)).

 

  (b)

Net Income (Loss) Per Share

Reconciliations of the numerator and denominator of the basic and diluted per-share computations are comprised of the following:

 

     Three Months
Ended September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Net income (loss) applicable to common shareholders

   $ 5,020      $ (850    $ 21,150      $ (2,487
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of common shares (000’s):

           

Issued and outstanding, beginning of period

     62,522        64,723        64,696        66,160  

Weighted average number of shares repurchased, net of shares issued, during the period

     29        13        (1,230      (536
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of shares used in computing basic income per share

     62,551        64,736        63,466        65,624  

Assumed exercise of stock options and RSUs, net of shares assumed repurchased

     242        67        114        210  
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of shares used in computing diluted income per share

     62,793        64,803        63,580        65,834  
  

 

 

    

 

 

    

 

 

    

 

 

 

The calculation of diluted earnings per share for the three and nine months ended September 30, 2018 excludes 5,732,840 and 5,735,717 shares, respectively (2017 — 6,230,891 and 5,181,485 shares, respectively) that are issuable upon the vesting of 299,859 and 302,736 RSUs, respectively (2017 — 1,075,439 and 710,843 RSUs, respectively) and the exercise of 5,432,981 and 5,432,981 stock options, respectively (2017 — 5,155,452 and 4,470,642 stock options, respectively), as the impact would be antidilutive.

 

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12. Segmented Information

Management, including the Company’s Chief Executive Officer (“CEO”) who is the Company’s Chief Operating Decision Maker (as defined in the Segment Reporting Topic of the FASB ASC), assesses segment performance based on segment revenues, gross margins and film performance. Selling, general and administrative expenses, research and development costs, amortization of intangibles, receivables provisions (recoveries), write-downs net of recoveries, interest income, interest expense and tax (provision) recovery are not allocated to the segments.

The Company’s reportable segments are organized under four primary groups identified by nature of 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 take the form of a sale, in the joint revenue sharing arrangement reportable segment. These arrangements are now reflected under the IMAX systems segment of Theater Business); (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/or start-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. The Company is presenting 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 3 for additional information. In addition, refer to Item 2 of the Company’s Form 10-Q for additional information regarding the four primary groups mentioned above.

Transactions between the film production IMAX DMR segment and the film post-production segment are valued at exchange value. Inter-segment profits are eliminated upon consolidation, as well as for the disclosures below.

 

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Table of Contents
     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Revenue(1)

           

Network business

           

IMAX DMR

   $ 22,372      $ 25,971      $ 85,586      $ 77,136  

Joint revenue sharing arrangements – contingent rent(2)

     14,327        15,572        56,919        49,702  

IMAX systems – contingent rent(2)

     —          1,094        —          2,573  
  

 

 

    

 

 

    

 

 

    

 

 

 
     36,699        42,637        142,505        129,411  
  

 

 

    

 

 

    

 

 

    

 

 

 

Theater business

           

IMAX systems(2)

     23,398        27,757        59,527        56,022  

Joint revenue sharing arrangements – fixed fees(2)

     2,798        2,658        3,821        4,536  

Theater system maintenance

     12,415        11,511        37,462        33,459  

Other theater

     2,076        1,586        5,707        5,449  
  

 

 

    

 

 

    

 

 

    

 

 

 
     40,687        43,512        106,517        99,466  
  

 

 

    

 

 

    

 

 

    

 

 

 

New business

     1,275        8,917        4,999        11,508  
  

 

 

    

 

 

    

 

 

    

 

 

 

Other

           

Film post-production

     2,262        1,914        6,512        9,134  

Film distribution

     800        784        2,644        2,235  

Other

     385        1,036        2,260        3,460  
  

 

 

    

 

 

    

 

 

    

 

 

 
     3,447        3,734        11,416        14,829  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $82,108        $98,800        $265,437        $255,214  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross Margin

           

Network business

           

IMAX DMR(3)

   $ 14,461      $ 18,114      $ 57,523      $ 52,578  

Joint revenue sharing arrangements – contingent rent(2)(3)

     8,081        9,351        39,441        33,271  

IMAX systems – contingent rent(2)

     —          1,094        —          2,573  
  

 

 

    

 

 

    

 

 

    

 

 

 
     22,542        28,559        96,964        88,422  
  

 

 

    

 

 

    

 

 

    

 

 

 

Theater business

           

IMAX systems(2)(3)

     13,064        17,768        37,487        35,772  

Joint revenue sharing arrangements – fixed fees(2)(3)

     529        624        776        887  

Theater system maintenance

     5,996        4,624        17,289        13,306  

Other theater

     581        247        1,099        1,082  
  

 

 

    

 

 

    

 

 

    

 

 

 
     20,170        23,263        56,651        51,047  
  

 

 

    

 

 

    

 

 

    

 

 

 

New business

     (298      (11,912      139        (13,432
  

 

 

    

 

 

    

 

 

    

 

 

 

Other

           

Film post-production

     737        763        2,272        4,287  

Film distribution(3)

     (477      (361      (1,952      (4,549

Other

     (483      (444      (787      (677
  

 

 

    

 

 

    

 

 

    

 

 

 
     (223      (42      (467      (939
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 42,191      $ 39,868      $ 153,287      $ 125,098  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

35


Table of Contents

 

(1)

The Company’s largest customer represented 15.5% and 18.4% of total revenues for the three and nine months ended September 30, 2018, respectively (2017 —11.4% and 14.4%, respectively).

(2)

On January 1, 2018, the Company adopted ASC Topic 606, utilizing the modified retrospective transition method with a cumulative catch-up adjustment. The Company is applying the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts. All system sales and maintenance contracts with the existing network of IMAX theaters and the backlog of sales contracts make up a significant majority of the Company’s open contracts at any point in time. DMR arrangements where the film continues to be shown by the Company’s exhibitor partners, film distribution arrangements with remaining terms, aftermarket sales orders that have been received but for which control of the assets has not yet transferred to the customer are all also considered open contracts. Refer to note 3 for additional information.

(3)

IMAX DMR segment margins include marketing costs of $3.1 million and $13.7 million for the three and nine months ended September 30, 2018, respectively (2017 — $2.5 million and $9.8 million, respectively). Joint revenue sharing arrangements segment margins include advertising, marketing and commission costs of $1.0 million and $2.2 million for the three and nine months ended September 30, 2018, respectively (2017 — $1.3 million and $2.5 million, respectively). IMAX systems segment margins include marketing and commission costs of $0.8 million and $2.0 million for the three and nine months ended September 30, 2018, respectively (2017 — $1.1 million and $2.2 million, respectively). Film distribution segment margins include marketing expense of less than $0.1 million and $2.0 million for the three and nine months ended September 30, 2018, respectively (2017 — an expense of less than $0.1 million and a recovery of $0.7 million, respectively).

Geographic Information

Revenue by geographic area is based on the location of the customer. Revenue related to IMAX DMR is presented based upon the geographic location of the theaters that exhibit the re-mastered 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.

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Revenue

           

United States

   $ 20,763      $ 33,324      $ 86,476      $ 85,030  

Greater China

     30,480        36,563        81,967        88,135  

Asia (excluding Greater China)

     13,909        9,233        34,510        25,177  

Western Europe

     6,879        8,090        26,191        20,846  

Latin America

     2,469        2,688        8,804        8,122  

Canada

     2,106        3,732        8,116        10,045  

Russia & the CIS

     3,142        1,839        7,478        7,493  

Rest of the World

     2,360        3,331        11,895        10,366  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 82,108      $ 98,800      $ 265,437      $ 255,214  
  

 

 

    

 

 

    

 

 

    

 

 

 

No single country in the Rest of the World, Western Europe, Latin America and Asia (excluding Greater China) classifications comprises more than 10% of the total revenue.

 

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Table of Contents

13. Employee’s Pension and Postretirement Benefits

 

  (a)

Defined Benefit Plan

The Company has an unfunded U.S. defined benefit pension plan (the “SERP”) covering Richard L. Gelfond, CEO of the Company.

The following table provides disclosure of the pension obligation for the SERP:

 

     September 30,
2018
     December 31,
2017
 

Projected benefit obligation:

     

Obligation, beginning of period

   $ 19,003      $ 19,580  

Interest cost

     316        427  

Actuarial gain

     —          (1,004
  

 

 

    

 

 

 

Obligation, end of period and unfunded status

   $ 19,319      $ 19,003  
  

 

 

    

 

 

 

The following table provides disclosure of pension expense for the SERP:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Interest cost

   $ 105      $ 107      $ 316      $ 320  
  

 

 

    

 

 

    

 

 

    

 

 

 

Pension expense

   $ 105      $ 107      $ 316      $ 320  
  

 

 

    

 

 

    

 

 

    

 

 

 

No contributions are expected to be made for the SERP during the remainder of 2018. The Company expects interest costs of $0.1 million to be recognized as a component of net periodic benefit cost during the remainder of 2018.

The accumulated benefit obligation for the SERP was $19.3 million at September 30, 2018 (December 31, 2017 — $19.0 million).

The SERP assumptions are that Mr. Gelfond will receive a lump sum payment six months after retirement at the end of the current term of his employment agreement (December 31, 2019), although Mr. Gelfond has not informed the Company that he intends to retire at that time.

 

  (b)

Defined Contribution Pension Plan

The Company also maintains defined contribution 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 the three and nine months ended September 30, 2018, the Company contributed and expensed an aggregate of $0.4 million and $1.0 million, respectively (2017 — $0.3 million and $0.9 million, respectively) to its Canadian defined contribution plan and an aggregate of $0.1 million and $0.4 million, respectively (2017 — $0.1 million and $0.6 million, respectively) to its defined contribution employee plan under Section 401(k) of the U.S. Internal Revenue Code.

 

  (c)

Postretirement Benefits—Executives

The Company has an unfunded postretirement plan for Mr. Gelfond and Bradley J. Wechsler, Chairman of the Company’s Board of Directors. The plan provides that the Company will maintain health benefits for Messrs. Gelfond and Wechsler until they become eligible for Medicare and, thereafter, the Company will provide Medicare supplement coverage as selected by Messrs. Gelfond and Wechsler. The postretirement benefits obligation as at September 30, 2018 is $0.7 million (December 31, 2017 — $0.7 million). The Company has expensed less than $0.1 million and less than $0.1 million for the three and nine months ended September 30, 2018, respectively (2017 — less than $0.1 million and less than $0.1 million, respectively).

 

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Table of Contents
  (d)

Postretirement Benefits – Canadian Employees

The Company has an unfunded postretirement plan for its Canadian employees upon meeting specific eligibility requirements. The Company will provide eligible participants, upon retirement, with health and welfare benefits. The postretirement benefits obligation as at September 30, 2018 is $1.6 million (December 31, 2017 — $1.7 million). The Company has expensed less than $0.1 million and less than $0.1 million for the three and nine months ended September 30, 2018, respectively (2017 — less than $0.1 million and less than $0.1 million, respectively).

 

  (e)

Deferred Compensation Retirement Plan

The Company maintains a deferred compensation plan (“the Retirement Plan”) covering Greg Foster, CEO of IMAX Entertainment and Senior Executive Vice President of the Company. The Company has agreed to make a total contribution of $3.2 million pursuant to a schedule set forth in Mr. Foster’s employment agreement. The Retirement Plan is subject to a vesting schedule based on continued employment with the Company, and will vest in 25% increments on July 2 of 2019, 2022, 2025 and 2027, but will vest in full if Mr. Foster’s employment terminates under specified circumstances, including if the Company terminates his employment without cause, if he resigns for good reason, or if the Company does not offer to renew Mr. Foster’s employment on terms substantially similar to those set forth in his current employment agreement and, as a result, Mr. Foster incurs a separation from service. As at September 30, 2018, the Company had an unfunded benefit obligation recorded of $1.5 million (December 31, 2017 — $1.0 million). The Company recognized an expense of $0.2 million and $0.6 million for the three and nine months ended September 30, 2018, respectively (2017 – $0.2 million and $0.3 million, respectively). Subsequent to September 30, 2018, the Company has announced that the employment contract with Mr. Foster will not be renewed; accordingly, Mr. Foster’s retirement plan will vest in full following the end of the employment agreement term.

14. 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 and financing receivables are subject to credit risk. The Company’s accounts receivable and financing receivables are concentrated with 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.

 

  (b)

Fair Value Measurements

The carrying values of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities due within one year approximate fair values due to the short-term maturity of these instruments. The Company’s other financial instruments are comprised of the following:

 

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Table of Contents
     As at September 30, 2018      As at December 31, 2017  
     Carrying
Amount
     Estimated
Fair Value
     Carrying
Amount
     Estimated
Fair Value
 

Level 1

           

Cash and cash equivalents(1)

   $ 133,615      $ 133,615      $ 158,725      $ 158,725  

Level 2

           

Net financed sales receivable(2)

   $ 117,530      $ 117,286      $ 122,259      $ 122,918  

Net investment in sales-type leases (2)

     8,788        8,872        7,235        7,409  

Convertible loan receivable(2)

     1,500        1,500        1,500        1,500  

Equity securities(3)

     2,017        2,017        2,016        2,016  

Foreign exchange contracts — designated forwards(3)

     (134      (134      1,425        1,425  

Borrowings under the Playa Vista Loan(1)

     —          —          (25,667      (25,667

Borrowings under the Credit Facility(1)

     (20,000      (20,000      —          —    

 

(1)

Recorded at cost, which approximates fair value.

(2)

Estimated based on discounting future cash flows at currently available interest rates with comparable terms.

(3)

Value determined using quoted prices in active markets.

There were no significant transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2018 or 2017. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. There were no transfers in or out of the Company’s level 3 assets during the three and nine months ended September 30, 2018.

 

  (c)

Financing Receivables

The Company’s net investment in leases and its net financed sale receivables are subject to the disclosure requirements of ASC 310 “Receivables”. Due to differing risk profiles of its net investment in leases and its net financed sales receivables, the Company views its net investment in leases and its net financed sale receivables as separate classes of financing receivables. The Company does not aggregate financing receivables to assess impairment.

The Company monitors the credit quality of each customer on a frequent basis through collections and aging analyses. The Company also holds meetings monthly in order to identify credit concerns and whether a change in credit quality classification is required for the customer. A customer may improve in their credit quality classification once a substantial payment is made on overdue balances or the customer has agreed to a payment plan with the Company and payments have commenced in accordance to the payment plan. The change in credit quality indicator is dependent upon management approval.

The Company classifies its customers into four categories to indicate the credit quality worthiness of its financing receivables for internal purposes only:

Good standing — Theater continues to be in good standing with the Company as the client’s payments and reporting are up-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.

 

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Table of Contents

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 September 30, 2018      As at December 31, 2017  
     Minimum
Lease
Payments
     Financed
Sales
Receivables
     Total      Minimum
Lease
Payments
     Financed
Sales
Receivables
     Total  

In good standing

   $ 7,711      $ 107,322      $ 115,033      $ 6,265      $ 118,060      $ 124,325  

Credit Watch

     603        9,508        10,111        568        2,926        3,494  

Pre-approved transactions

     629        549        1,178        557        1,003        1,560  

Transactions suspended

     —          990        990        —          1,192        1,192  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 8,943      $ 118,369      $ 127,312      $ 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 collectibility 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 September 30, 2018      As at December 31, 2017  
     Recorded
Investment
     Related
Allowance
     Recorded
Investment
     Related
Allowance
 

Net investment in leases

   $ —        $ —        $ —        $ —    

Net financed sales receivables

     990        (739      1,192        (922
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 990      $ (739    $ 1,192      $ (922
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company considers financing receivables with aging between 60-89 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 collectibility on the theater’s past due accounts. Over 90 days past due is used by the Company as an indicator of potential impairment as invoices up to 90 days 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.

 

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Table of Contents

The Company’s aged financing receivables are as follows:

 

     As at September 30, 2018  
     Accrued
and
Current
     30-89 Days      90+ Days      Billed
Financing
Receivables
     Related
Unbilled
Recorded
Investment
     Total
Recorded
Investment
     Related
Allowances
    Recorded
Investment
Net of
Allowances
 

Net investment in leases

   $ 71      $ 77      $ 459      $ 607      $ 8,336      $ 8,943      $ (155   $ 8,788  

Net financed sales receivables

     2,096        1,923        5,075        9,094        109,275        118,369        (839     117,530  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 2,167      $ 2,000      $ 5,534      $ 9,701      $ 117,611      $ 127,312      $ (994   $ 126,318  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
     As at December 31, 2017  
     Accrued
and
Current
     30-89 Days      90+ Days      Billed
Financing
Receivables
     Related
Unbilled
Recorded
Investment
     Total
Recorded
Investment
     Related
Allowances
    Recorded
Investment
Net of
Allowances
 

Net investment in leases

   $ 103      $ 74      $ 376      $ 553      $ 6,837      $ 7,390      $ (155   $ 7,235  

Net financed sales receivables

     3,285        1,399        3,763        8,447        114,734        123,181        (922     122,259  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 3,388      $ 1,473      $ 4,139      $ 9,000      $ 121,571      $ 130,571      $ (1,077   $ 129,494  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The Company’s recorded investment in past due financing receivables for which the Company continues to accrue finance income is as follows:

 

     As at September 30, 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

   $ 31      $ 62      $ 459      $ 552      $ 1,901      $ —        $ 2,453  

Net financed sales receivables

     800        1,017        4,961        6,778        32,449        —          39,227  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 831      $ 1,079      $ 5,420      $ 7,330      $ 34,350      $ —        $ 41,680  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     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  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

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:

 

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Table of Contents
     For the Three Months Ended September 30, 2018  
     Recorded
Investment
     Unpaid
Principal
     Related
Allowance
    Average
Recorded
Investment
     Interest
Income
Recognized
 

Recorded investment for which there is a related allowance:

             

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    

Net financed sales receivables

     869        121        (739     869        —    

Recorded investment for which there is no related allowance:

             

Net investment in leases

     —          —          —         —          —    

Net financed sales receivables

     —          —          —         —          —    

Total recorded investment in impaired loans:

             
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net financed sales receivables

   $ 869      $ 121      $ (739   $ 869      $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
     For the Three Months Ended September 30, 2017  
     Recorded
Investment
     Unpaid
Principal
     Related
Allowance
    Average
Recorded
Investment
     Interest
Income
Recognized
 

Recorded investment for which there is a related allowance:

             

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    

Net financed sales receivables

     1,051        266        (922     697        24  

Recorded investment for which there is no related allowance:

             

Net investment in leases

     —          —          —         —          —    

Net financed sales receivables

     —          —          —         —          —    

Total recorded investment in impaired loans:

             
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net financed sales receivables

   $ 1,051      $ 266      $ (922   $ 697      $ 24  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
     For the Nine Months Ended September 30, 2018  
     Recorded
Investment
     Unpaid
Principal
     Related
Allowance
    Average
Recorded
Investment
     Interest
Income
Recognized
 

Recorded investment for which there is a related allowance:

             

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    

Net financed sales receivables

     869        121        (739     950        —    

Recorded investment for which there is no related allowance:

             

Net investment in leases

     —          —          —         —          —    

Net financed sales receivables

     —          —          —         —          —    

Total recorded investment in impaired loans:

             
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net financed sales receivables

   $ 869      $ 121      $ (739   $ 950      $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
     For the Nine Months Ended September 30, 2017  
     Recorded
Investment
     Unpaid
Principal
     Related
Allowance
    Average
Recorded
Investment
     Interest
Income
Recognized
 

Recorded investment for which there is a related allowance:

             

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    

Net financed sales receivables

     1,051        266        (922     562        84  

Recorded investment for which there is no related allowance:

             

Net investment in leases

     —          —          —         —          —    

Net financed sales receivables

     —          —          —         —          —    

Total recorded investment in impaired loans:

             
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net investment in leases

   $ —        $ —        $ —       $ —        $ —    
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Net financed sales receivables

   $ 1,051      $ 266      $ (922   $ 562      $ 84  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

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The Company’s activity in the allowance for credit losses for the period and the Company’s recorded investment in financing receivables are as follows:

 

    Three Months Ended September 30, 2018     Nine Months Ended September 30, 2018  
    Net Investment
in Leases
    Net Financed
Sales Receivables
    Net Investment in
Leases
    Net Financed Sales
Receivables
 

Allowance for credit losses:

       

Beginning balance

  $ 155     $ 839     $ 155     $ 922  

Charge-offs

    —         —         —         (183

Recoveries

    —         —         —         —    

Provision

    —         —         —         100  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 155     $ 839     $ 155     $ 839  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ 155     $ 839     $ 155     $ 839  
 

 

 

   

 

 

   

 

 

   

 

 

 

Financing receivables:

       

Ending balance: individually evaluated for impairment

  $ 8,943     $ 118,369     $ 8,943     $ 118,369  
 

 

 

   

 

 

   

 

 

   

 

 

 
    Three Months Ended September 30, 2017     Nine Months Ended September 30, 2017  
    Net Investment
in Leases
    Net Financed
Sales Receivables
    Net Investment
in Leases
    Net Financed Sales
Receivables
 

Allowance for credit losses:

       

Beginning balance

  $ 321     $ 427     $ 672     $ 494  

Charge-offs

    —         —         (351     (67

Recoveries

    —         —         —         —    

Provision

    —         495       —         495  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  $ 321     $ 922     $ 321     $ 922  
 

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

  $ 321     $ 922     $ 321     $ 922  
 

 

 

   

 

 

   

 

 

   

 

 

 

Financing receivables:

       

Ending balance: individually evaluated for impairment

  $ 6,574     $ 118,179     $ 6,574     $ 118,179  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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  (d)

Foreign Exchange Risk Management

The Company is exposed to market risk from changes in foreign currency rates. A majority of the Company’s revenues is denominated in U.S. dollars while a substantial portion of its costs and expenses is denominated in Canadian dollars. A portion of the net U.S. dollar cash flows of the Company is periodically converted to Canadian dollars to fund Canadian dollar expenses through the spot market. In China and Japan, the Company has ongoing operating expenses related to its operations in Chinese Renminbi and Japanese yen, respectively. Net cash flows are converted to and from U.S. dollars through the spot market. The Company also has cash receipts under leases denominated in Chinese Renminbi, Japanese yen, Canadian dollars and Euros which are converted to U.S. dollars through the spot market. In addition, because IMAX films generate box office in 79 different countries, unfavourable exchange rates between applicable local currencies and the U.S. dollar affect the Company’s reported gross box-office 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.

The Company 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 September 30, 2018 (the “Foreign Currency Hedges”), with settlement dates throughout 2018 and 2020. Foreign currency derivatives are recognized and measured in the balance sheet at fair value. Changes in the fair value (gains or losses) are recognized in the condensed consolidated statements of operations except for derivatives designated and qualifying as foreign currency cash flow hedging instruments. The Company currently has cash flow hedging instruments associated with selling, general and administrative expenses and capital expenditures. For foreign currency cash flow hedging instruments related to selling, general and administrative expenses, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported in other comprehensive income and reclassified to the condensed consolidated statements of operations 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 balance sheet when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the condensed consolidated statements of operations. The Company currently does not hold any derivatives which are not designated as hedging instruments.

The following tabular disclosures reflect the impact that derivative instruments and hedging activities have on the Company’s condensed consolidated financial statements:

Notional value of foreign exchange contracts:

 

     September 30,
2018
     December 31,
2017
 

Derivatives designated as hedging instruments:

     

Foreign exchange contracts — Forwards

   $ 45,422      $ 35,170  
  

 

 

    

 

 

 

Fair value of derivatives in foreign exchange contracts:

 

     Balance Sheet Location      September 30,
2018
     December 31,
2017
 

Derivatives designated as hedging instruments:

        

Foreign exchange contracts — Forwards

     Other assets      $ 385      $ 1,447  
     Accrued and other liabilities        (519      (22
     

 

 

    

 

 

 
      $ (134    $ 1,425  
     

 

 

    

 

 

 

 

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Derivatives in Foreign Currency Hedging relationships are as follows:

 

         Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
         2018     2017      2018     2017  

Foreign exchange contracts — Forwards

   Derivative Gain (Loss)
Recognized in OCI
(Effective Portion)
    $506       $1,366        $(1,180)       $2,451  
    

 

 

   

 

 

    

 

 

   

 

 

 
     Location of Derivative Gain
Reclassified from AOCI
into Income (Effective Portion)
  Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
    2018     2017      2018     2017  

Foreign exchange contracts — Forwards

   Selling, general and
administrative expenses
  $ 47     $ 717      $ 379     $ 533  
    

 

 

   

 

 

    

 

 

   

 

 

 
         Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
         2018     2017      2018     2017  

Foreign exchange contracts — Forwards

   Derivative (Loss) Gain
Recognized In and Out
of OCI (Effective
Portion)
  $ (19   $ —        $ 27     $ (80
    

 

 

   

 

 

    

 

 

   

 

 

 

The Company’s estimated net amount of the existing losses as at September 30, 2018 is $0.1 million, which is expected to be reclassified to earnings within the next twelve months.

 

  (e)

Investments in New Business Ventures

The Company accounts for investments in new business ventures using the guidance of the FASB ASC 323 or FASB ASC 320, as appropriate.

As at September 30, 2018, the equity method of accounting is being utilized for an investment with a carrying value of $nil (December 31, 2017 — $nil). The Company’s accumulated losses in excess of its equity investment were $2.4 million as at September 30, 2018, and are classified in Accrued and other liabilities. For the three months ended September 30, 2018, gross revenues, cost of revenue and net loss for the Company’s investment was $0.3 million, $1.0 million and $0.6 million, respectively (2017 — $0.2 million, $1.0 million and $0.8 million, respectively). For the nine months ended September 30, 2018, gross revenues, cost of revenue and net loss for the Company’s investment was $1.8 million, $2.7 million and $1.6 million, respectively (2017 — $0.7 million, $2.8 million and $2.3 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, the Company issued a convertible loan of $1.5 million to this entity with a term of 3 years with an annual effective interest rate of 5.0%. The instrument is classified as an available-for-sale investment due to certain features that allow for conversion to common stock in the entity in the event of certain triggers occurring.

In addition, the Company has an investment in preferred stock of another business venture of $1.5 million which meet the criteria for classification as a debt security under the FASB ASC 320 and is recorded at a fair value of $nil at September 30, 2018 (December 31, 2017 — $nil). This investment was classified as an equity investment.

Furthermore, the Company has an investment of $1.0 million (December 31, 2017 — $1.0 million) in the shares of an exchange traded fund. This investment is also classified as an equity investment.

As at September 30, 2018, 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 at September 30, 2018 (December 31, 2017 — $1.0 million).

The total carrying value of investments in new business ventures at September 30, 2018 is $3.5 million (December 31, 2017 — $3.5 million) and is recorded in Other assets.

 

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15. Non-Controlling Interests

 

  (a)

IMAX China Non-Controlling Interest

The Company indirectly owns approximately 67.80% of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China remains a consolidated subsidiary of the Company.

 

  (b)

Other Non-Controlling Interest

The Company’s Original Film Fund was established in 2014 to co-finance a portfolio of 10 original large-format films. The initial investment in the Original Film Fund was committed 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 September 30, 2018, the Original Film Fund invested $20.5 million toward the development of original films. The related production, financing and distribution agreement includes put and call rights relating to change of control of the rights, title and interest in the co-financed pictures.

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. The VR Fund recently helped finance the production of one interactive VR experience, which debuted exclusively in the pilot IMAX VR Centers in November 2017 before being made available to other VR platforms. The VR Fund continues to finance other productions of interactive VR experiences as part of its ongoing activities. As at September 30, 2018, the Company invested $4.0 million toward the development of VR content.

The following summarizes the movement of the non-controlling interest in temporary equity, in the Company’s subsidiary for the nine months ended September 30, 2018:

 

Balance as at December 31, 2017

   $ 1,353  

Issuance of subsidiary shares to non-controlling interests

     7,546  

Net loss

     (870
  

 

 

 

Balance as at September 30, 2018

   $ 8,029  
  

 

 

 

 

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16. Exit costs, restructuring charges and associated impairments

The Company recognized the following charges in its condensed consolidated statements of operations for the three and nine months ended September 30, 2018:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

Restructuring charges

   $ —        $ 2,721      $ 1,158      $ 7,426  

Costs to exit an operating lease

     —          716        —          716  

Asset impairments

     —          —          —          5,553  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —        $ 3,437      $ 1,158      $ 13,695  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Restructuring Charges

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 certain non-core businesses or initiatives, as well as a one-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 condensed 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 estimated sub-lease payments to be received, which can differ from actual results.

In connection with the Company’s restructuring initiatives, the Company incurred $nil and $1.2 million in restructuring charges for the three and nine months ended September 30, 2018 (2017 — $2.7 million and $7.4 million, respectively). A summary of the restructuring costs by reporting groups identified by nature of product sold, or service provided as disclosed in note 12 recognized are as follows:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  

IMAX DMR

   $ —        $ 534      $ 611      $ 1,082  

Corporate

     —          2,024        332        3,966  

Theater system maintenance

     —          80        215        818  

IMAX systems

     —          29        —          469  

New business

     —          29        —          432  

Joint revenue sharing arrangements

     —          —          —          59  

Film post-production

     —          —          —          19  

Other

     —          25        —          581  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ —        $ 2,721      $ 1,158      $ 7,426  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company does not expect to recognize any additional restructuring charges during the remainder of 2018.

 

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The following table sets forth a summary of restructuring accrual activities for the nine months ended September 30, 2018:

 

     Employee
Severance and
Benefits
 

Balance as at December 31, 2017

   $ 2,221  

Restructuring charges

     1,158  

Cash payments

     (2,609
  

 

 

 

Balance as at September 30, 2018

   $ 770  
  

 

 

 

 

  (b)

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 ASC 410-20, “Asset retirement and environmental obligations” and ASC 360-10, “Property, plant and equipment”. The following impairments for the nine months ended September 30, 2017 are a direct result of the exit activities described in (a) above.

 

Film assets

   $ 335  

Property, plant and equipment

     3,696  

Other assets

     1,522  
  

 

 

 
   $ 5,553  
  

 

 

 

In the three and nine months ended September 30, 2018, the Company did not recognize any exit costs or associated impairments.

 

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Table of Contents

IMAX CORPORATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

IMAX Corporation, together with 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 unique end-to-end cinematic solution combining proprietary software, theater architecture and equipment to create the highest-quality, most immersive motion picture experience for which the IMAX® brand has become known globally. Top filmmakers and studios utilize IMAX theaters to connect with audiences in innovative ways, and, as a result, IMAX’s network is among the most important and successful theatrical distribution platforms for major event films around the world. There were 1,443 IMAX theater systems (1,346 commercial multiplexes, 13 commercial destinations, 84 institutional) operating in 79 countries as of September 30, 2018. This compares to 1,302 theater systems (1,203 commercial multiplexes, 13 commercial destinations, 86 institutional) operating in 75 countries as of September 30, 2017.

The Company’s core business consists of:

 

   

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

 

   

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

IMAX theater systems are based on proprietary and patented technology developed over the course of the Company’s 50-year history and combine:

 

   

the ability to exhibit content that has undergone IMAX DMR conversion, 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;

 

   

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 the on-screen action, creating a more intense, immersive and exciting experience than in a traditional theater.

As a result of the immersiveness and superior image and sound quality of The 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 60 IMAX DMR films in 2017 and expects to release a similar number of IMAX DMR films in 2018.

As one of the world’s leaders in entertainment technology, the Company strives to remain at the forefront of advancements in cinema technology. The Company recently introduced 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 delivers increased resolution, sharper and brighter images, deeper contrast as well as the widest range of colors available to filmmakers today. The Company further believes that IMAX with Laser can help facilitate the next major lease renewal and upgrade cycle for the global commercial IMAX network.

To that end, in connection with the roll-out of IMAX with Laser, in April 2018, the Company announced binding letters of intent with Cineworld Group PLC (“Cineworld”) and AMC Entertainment Holdings, Inc. (“AMC”) to renew and upgrade significant portions of their IMAX network with the Company’s new laser system.

 

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Under the Cineworld letter of intent, Cineworld has agreed to install 55 IMAX with Laser systems across various sites in the United States and Europe operated by Cineworld or its subsidiary, Regal Entertainment Group. Of the 55 systems, 26 will be new IMAX theaters, 15 will be upgrades to existing IMAX theaters, and 14 will be upgrades to backlog commitments, in each case for 12-year lease terms. The specific sites, and the particular mix of deal types for the 55 systems, will be agreed to by the parties. The systems are expected to be installed between 2018 and 2022.

Under the letter of intent with AMC, AMC has agreed to upgrade 87 of its highest performing IMAX theaters in the United States to IMAX with Laser. All 87 IMAX with Laser theaters will operate under a joint revenue sharing arrangement with renewed 12-year lease terms. The specific locations will be agreed to by the parties, and the systems are expected to be installed between 2018 and 2022.

In addition, Cineworld and AMC will be undertaking a complete renovation in all the locations described above with several additional movie-going enhancements. Specifically, all of the IMAX with Laser theaters will be upgraded to incorporate the Company’s 12-channel immersive sound, and will feature newly refurbished luxury seating and redesigned branding and entryways. The Company believes that IMAX with Laser experience will help ensure that The IMAX Experience® remains the premium cinematic experience of choice.

In July 2018, the Company announced an additional agreement for 20 IMAX with Laser systems with Les Cinémas Pathé Gaumont (“Pathé”) under hybrid joint revenue sharing agreements, to be installed in locations across Europe. These theaters will also incorporate the Company’s 12-channel immersive sound system. Of the 20 systems, Pathé will upgrade 11 theaters currently in operation, with renewed 10-year lease terms, replace seven theater systems currently in backlog and add two new locations. The systems are expected to be installed between 2018 and 2023. This transaction represents the industry’s first multi-territory, all-laser IMAX cinema circuit.

In September 2018, the Company also announced a new agreement with Wanying Cinema Line, a subsidiary of China Resources Land, one of China’s largest state-owned commercial developers to open 14 new IMAX theaters. The theaters will feature the new IMAX with Laser and are expected to open between 2018 and 2021.

SOURCES OF REVENUE

The primary revenue sources for the Company can be categorized into four main groups: network business, theater business, new business and other.

For additional details regarding the Company’s sources of revenue, refer to the Company’s 2017 Annual Report on Form 10-K for the year ended December 31, 2017 (“the 2017 Form 10-K”).

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, utilizing the modified retrospective transition method with a cumulative catch-up adjustment. The Company has not experienced any significant true-ups or downs of its transition amounts. The Company is applying the new revenue standard only to contracts not completed as of 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 period.

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

Digital Re-Mastering (IMAX DMR)

The Company has developed a proprietary technology, known as IMAX DMR, to digitally re-master Hollywood films into IMAX digital cinema package format or 15/70-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 which The IMAX Experience is known. The original soundtrack of a film to be released to the IMAX theater network is re-mastered for the IMAX digital sound systems in connection with the IMAX DMR release.

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’s Avengers: Infinity War, which was released in April 2018, was shot in its entirety using IMAX cameras, and the Untitled Avengers Sequel is also expected to be filmed entirely with IMAX cameras. In addition, in July 2018, Ant-Man and the Wasp and Mission: Impossible – Fallout was

 

50


Table of Contents

released with select scenes specifically formatted for IMAX screens, and in October 2018, First Man was released with lunar scenes filmed using IMAX cameras.

The Company believes that the growth in international box office remains an important driver of future growth for the Company. To support continued growth in international markets, the Company has sought to bolster its international film strategy, supplementing the Company’s film slate of Hollywood DMR titles with appealing local IMAX DMR releases in select markets (particularly in China). During 2017, 22 local language IMAX DMR films, including 15 in China, three in Russia, three in Japan and one in India were released to the IMAX theater network. During the nine months ended September 30, 2018, 18 local language IMAX DMR films, including 14 in China, two in India, one in France and one in South Korea, were released to the IMAX theater network. The Company expects to announce additional local language IMAX DMR films to be released to the IMAX theater network in the remainder of 2018 and beyond.

In addition to the 48 IMAX DMR films released to the IMAX theater network during the nine months ended September 30, 2018, 12 additional IMAX DMR films have been announced so far to be released in the remainder of 2018:

 

   

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

 

   

First Man: The IMAX Experience (Universal Pictures, October 2018);

 

   

Halloween: The IMAX Experience (Universal Pictures, October 2018, select domestic markets);

 

   

Bohemian Rhapsody: The IMAX Experience (20th Century Fox, International – October, Domestic – November 2018);

 

   

Thugs of Hindostan: The IMAX Experience (Yash Raj Films, November 2018, India and select markets);

 

   

Overlord: The IMAX Experience (Paramount Pictures, November 2018);

 

   

The Grinch: The IMAX Experience (Universal Pictures, November 2018, select markets);

 

   

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

 

   

Ralph Breaks the Internet: The IMAX Experience (Walt Disney Studios, November2018, select international markets);

 

   

Dragon Ball Super: Broly: The IMAX Experience (Toei, December 2018, Japan and select international markets);

 

   

Mortal Engines: The IMAX Experience (Universal Pictures, December 2018); and

 

   

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

To date, the Company has announced the following 19 titles to be released in 2019 to the global IMAX theater network. The following dates noted for film release are subject to change and may vary by territory.

 

   

Glass: The IMAX Experience (Universal Pictures and Walt Disney Studios, January 2019);

 

   

How to Train Your Dragon: The Hidden World: The IMAX Experience (Universal Pictures, January 2019, select international markets);

 

   

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

 

   

Alita: Battle Angel: The IMAX Experience (20th Century Fox, February 2019);

 

   

Captain Marvel: The IMAX Experience (Walt Disney Studios, March 2019);

 

   

Shazam!: The IMAX Experience (Warner Bros. Pictures, April 2019);

 

   

Avengers 4: The IMAX Experience (Walt Disney Studios, International – April 2019, Domestic – May 2019);

 

   

Godzilla: King of Monsters: The IMAX Experience (Warner Bros. Pictures, May 2019);

 

   

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

 

   

Untitled Men in Black Spin-off: The IMAX Experience (Sony Pictures, June 2019);

 

   

Toy Story 4: The IMAX Experience (Walt Disney Studios, June 2019);

 

   

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

 

   

Lion King: The IMAX Experience (Walt Disney Studios, July 2019);

 

   

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

 

   

Artemis Fowl: The IMAX Experience (Walt Disney Studios, August 2019);

 

   

IT: Chapter 2: The IMAX Experience (Warner Bros. Pictures, September 2019);

 

   

Frozen 2: The IMAX Experience (Walt Disney Studios, November 2019);

 

   

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

 

   

Star Wars: Episode IX: The IMAX Experience (Walt Disney Studios, December 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, and anticipates that the number of IMAX DMR films to be released to the IMAX theater network in 2018 will be similar to the 60 IMAX DMR films released to the IMAX theater network in 2017.

 

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Joint Revenue Sharing Arrangements – Contingent Rent

The Company provides IMAX theater systems to certain of its exhibitor customers under joint revenue sharing arrangements (“JRSA”). The Company has two basic types of joint revenue sharing arrangements: traditional and hybrid.

For additional details regarding the two types of joint revenue sharing arrangements the Company has entered into with its exhibitor customers, refer to the Company’s 2017 Form 10-K.

The introduction of joint revenue sharing arrangements has been an important factor in the expansion of the Company’s commercial theater network. Joint revenue sharing arrangements allow commercial theater exhibitors to install IMAX theater systems without the significant initial capital investment required in a sale or sales-type lease arrangement. Joint revenue sharing arrangements drive recurring cash flows and earnings for the Company, as customers under joint revenue sharing arrangements pay the Company a portion of their ongoing box office.

The Company funds its joint revenue sharing arrangements through cash flows from operations. As at September 30, 2018, the Company had 757 theaters in operation under joint revenue sharing arrangements, a 7.8% increase as compared to the 702 joint revenue sharing arrangements open as at September 30, 2017. The Company also had contracts in backlog for an additional 446 theaters under joint revenue sharing arrangements as at September 30, 2018.

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 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

Under the Company’s sales agreements, title to the theater system equipment components passes to the customer. In certain instances, however, the Company retains title or a security interest in the equipment until the customer has made all payments required under the agreement. Under the terms of a sales-type lease agreement, title to the theater system equipment components remains with the Company. The Company has the right to remove the equipment for non-payment or other defaults by the customer.

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 resemble those of the traditional sale arrangements.

 

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Joint Revenue Sharing Arrangements – Fixed Fees

As discussed in joint revenue sharing arrangements above, under a hybrid joint revenue sharing arrangement that takes the form of a lease arrangement, the customer is responsible for making upfront payments prior to the delivery and installation of the IMAX theater system for an amount that is typically half of what the Company would receive from a straight sale transaction. These fixed upfront payments are included in the Company’s theater business operations.

Theater System Maintenance

For all IMAX theaters, theater owners or operators are also responsible for paying the Company an annual maintenance and extended warranty fee. Under these arrangements, the Company provides proactive 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 Revenues

Additionally, the Company generates revenues from the sale of after-market parts and 3D glasses.

Revenues from theater business arrangements are recognized at a different time from when cash is collected. See note 3 “Adoption of ASC Topic 606, Revenue from Contracts with Customers, effective January 1, 2018” in the accompanying condensed consolidated financial statements in Item 1 for the Company’s revenue recognition policy.

New Business

For additional details regarding the Company’s new business initiatives, refer to the Company’s 2017 Form 10-K.

Virtual Reality

Since 2017, the Company has opened six pilot IMAX VR centers, including its flagship pilot IMAX VR Center in Los Angeles (along with two in New York City, one in Toronto, one in Manchester, England, one in Shanghai, China and one in Bangkok, Thailand). Although the Company continues to evaluate its pilot VR strategy, at this time it has no intentions to open any additional IMAX VR Centers and in the last six months has closed its location in Shanghai and each of its locations in New York.

For information on the VR fund established among the Company, its subsidiary IMAX China and other strategic investors, please refer to note15(b) in Item 1 of the Company’s Form 10-Q.

Original Content

In 2017, the Company partnered with Marvel Television Inc. (“Marvel”) and Disney|ABC Television Group to co-produce and premiere theatrically the television series “Marvel’s Inhumans” in IMAX theaters. The first two episodes of the series ran worldwide in IMAX theaters for two weeks in September 2017 and subsequently the series premiered on the ABC network in the U.S. and across other networks internationally.

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, the Company does not expect to make meaningful direct investments in original content going forward.

The Company has also created two film funds to help finance the production of original content. The Company is forming the IMAX China Film Fund (the “China Film Fund”) with its subsidiary IMAX China Holding Inc. (“IMAX China”), its partner CMC and several other large investors to help fund Mandarin language commercial films. The China Film Fund will target 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 to co-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

 

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continuous, steady flow of high-quality documentary content. As at September 30, 2018, the Original Film Fund has invested $20.5 million toward the development of original films.

IMAX Home Entertainment

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.

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, capitalizing on the companies’ decades of combined expertise in image and sound science. The certification program combines high-end consumer electronics products with IMAX digitally re-mastered 4K 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 theatre equipment to meet a carefully prescribed set of audio and video performance standards, set by a certification committee of IMAX and DTS engineers and Hollywood’s leading technical specialists.

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

As a mass-market consumer electronics licensing initiative, IMAX Enhanced enables the Company to leverage its brand and key technology innovations through DTS’ global licensing platform.

Additional companies that have joined the program as launch partners include Sony Electronics, Sony Pictures, Paramount Pictures and Sound United.

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.

In addition, the Company also provides film post-production and quality control services for large-format films (whether produced internally or externally), and digital post-production services. The Company derives a small portion of its revenues from other sources including: two owned and operated IMAX theaters; a commercial arrangement with one theater resulting in the sharing of profits and losses; the provision of management services to four 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.

 

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IMAX Theater Network and Backlog

The following table outlines the breakdown of the IMAX theater network by type and geographic location as at September 30:

 

     2018 Theater Network Base      2017 Theater Network Base  
     Commercial
Multiplex
     Commercial
Destination
     Institutional      Total      Commercial
Multiplex
     Commercial
Destination
     Institutional      Total  

United States

     365        4        33        402        358        4        35        397  

Canada

     39        2        7        48        37        2        7        46  

Greater China(1)

     578        —          17        595        482        —          17        499  

Asia (excluding Greater China)

     107        2        3        112        96        2        3        101  

Western Europe

     94        4        10        108        79        4        10        93  

Russia & the CIS

     62        —          —          62        57        —          —          57  

Latin America(2)

     45        —          12        57        41        —          12        53  

Rest of the World

     56        1        2        59        53        1        2        56  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     1,346        13        84        1,443        1,203        13        86        1,302  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

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

(2)

Latin America includes South America, Central America and Mexico.

The Company currently believes that over time its commercial multiplex theater network could grow to approximately 2,855 IMAX theaters worldwide from 1,346 commercial multiplex IMAX theaters operating as of September 30, 2018. The Company believes that the majority of its future growth will come from international markets. As at September 30, 2018, 68.8% of IMAX theater systems in operation were located within international markets (defined as all countries other than the United States and Canada), up from 66.0% as at September 30, 2017. Revenues and gross box office derived from outside the United States and Canada continue to exceed revenues and gross box office 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 the Company’s 2017 Form 10-K.

Greater China continues to be the Company’s second-largest market, measured by revenues, with approximately 31% of overall revenues generated from the Company’s China operations in the nine months ended September 30, 2018. As at September 30, 2018, the Company had 595 theaters operating in Greater China with an additional 309 theaters in backlog that are scheduled to be installed by 2022. The Company’s backlog in Greater China represents 48.7% of the Company’s current backlog including upgrades. The Company’s largest single international partnership is in China with Wanda Film, (“Wanda”). Wanda’s total commitment to the Company is for 359 theater systems in Greater China (of which 343 theater systems are under the parties’ joint revenue sharing arrangement). See Risk Factors – “The Company faces risks in connection with the continued expansion of its business in China” in Item 1A of the Company’s 2017 Form 10-K.

 

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The following table outlines the breakdown of the Commercial Multiplex theater network by arrangement type and geographic location as at September 30:

 

     2018  
     IMAX Commercial Multiplex Theater Network  
     Traditional
JRSA
     Hybrid JRSA      Total JRSA      Sale / Sales-
type lease
    Total  

Domestic Total (United States & Canada)

     272        5        277        127       404  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

International:

             

Greater China

     289        88        377        201       578  

Asia (excluding Greater China)

     29        1        30        77       107  

Western Europe

     37        22        59        35       94  

Russia & the CIS

     —          —          —          62       62  

Latin America

     —          —          —          45       45  

Rest of the World

     14        —          14        42       56  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

International Total

     369        111        480        462       942  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Worldwide Total

     641        116        757        589  (1)       1,346  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

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

Domestic Total (United States & Canada)

     268        6        274        121       395  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

International:

             

Greater China

     235        74        309        173       482  

Asia (excluding Greater China)

     35        21        56        40       96  

Western Europe

     23        24        47        32       79  

Russia & the CIS

     —          —          —          57       57  

Latin America

     —          —          —          41       41  

Rest of the World

     14        2        16        37       53  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

International Total

     307        121        428        380       808  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

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