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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24216
IMAX CORPORATION
(Exact name of registrant as specified in its charter)
Canada 98-0140269
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1
- --------------------------------------------------- ---------------------
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (905) 403-6500
N/A
------------------------------------------------------------
(Former name or former address, if changed since last report)
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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] 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 April 27, 2005
- -------------------------- ----------------------------------
Common stock, no par value 39,799,551
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Page 1
IMAX CORPORATION
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements..................................................... 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................ 26
Item 3. Quantitative and Qualitative Factors about Market Risk................... 38
Item 4. Controls and Procedures.................................................. 38
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................ 39
Item 4. Submission of Matters to a Vote of Security Holders...................... 41
Item 6. Exhibits................................................................. 41
Signatures............................................................................... 42
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 strategies and measures to
implement strategies, competitive strengths, goals, expansion and growth of
business and operations, plans and references to the future success of IMAX
Corporation together with its wholly-owned subsidiaries (the "Company") and
expectations regarding the Company's future operating 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, general economic, market or business conditions; the opportunities
(or lack thereof) that may be presented to and pursued by the Company;
competitive actions by other companies; conditions in the out-of-home
entertainment industry; changes in laws or regulations; conditions in the
commercial exhibition industry; the acceptance of the Company's new
technologies; 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; the potential impact of increased
competition in the markets the Company operates within; 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(R), IMAX(R) Dome, IMAX(R) 3D, IMAX(R) 3D Dome, The IMAX Experience(R), An
IMAX Experience(R), IMAX DMR(R), IMAX MPX(TM), IMAX think big(R) and think
big(R) are trademarks and trade names of the Company or its subsidiaries that
are registered or otherwise protected under laws of various jurisdictions.
Page 2
IMAX CORPORATION
PAGE
----
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following Condensed Consolidated Financial Statements are filed as part of
this Report:
Condensed Consolidated Balance Sheets as at March 31, 2005
and December 31, 2004............................................................. 4
Condensed Consolidated Statements of Operations for the three
month periods ended March 31, 2005 and 2004....................................... 5
Condensed Consolidated Statements of Cash Flows
for the three month periods ended March 31, 2005 and 2004......................... 6
Notes to Condensed Consolidated Financial Statements.............................. 7
Page 3
IMAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(in thousands of U.S. dollars)
MARCH 31,
2005 DECEMBER 31,
(UNAUDITED) 2004
-------------- -------------
ASSETS
Cash and cash equivalents $ 14,779 $ 28,964
Short-term investments 15,018 --
Accounts receivable, net of allowance for doubtful accounts of $8,920
(2004 - $8,390) 22,500 19,899
Financing receivables (note 3) 59,453 59,492
Inventories (note 4) 29,430 29,001
Prepaid expenses 3,004 2,279
Film assets 1,552 871
Fixed assets 28,226 28,712
Other assets 12,909 13,377
Deferred income taxes (note 12) 6,311 6,171
Goodwill 39,027 39,027
Other intangible assets 3,070 3,060
-------------- -------------
Total assets $ 235,279 $ 230,853
============== =============
LIABILITIES
Accounts payable $ 7,023 $ 5,827
Accrued liabilities (note 8(c)) 53,929 56,897
Deferred revenue 54,162 50,505
Senior Notes due 2010 (note 5) 160,000 160,000
-------------- -------------
Total liabilities 275,114 273,229
-------------- -------------
COMMITMENTS AND CONTINGENCIES (notes 8 and 9)
SHAREHOLDERS' EQUITY (DEFICIT)
Capital stock - Common shares - no par value. Authorized -
unlimited number. Issued and outstanding - 39,757,715 (2004 - 39,446,964) 118,887 116,281
Other equity 1,966 3,227
Deficit (159,749) (160,945)
Accumulated other comprehensive income (loss) (939) (939)
-------------- -------------
Total shareholders' deficit (39,835) (42,376)
-------------- -------------
Total liabilities and shareholders' equity (deficit) $ 235,279 $ 230,853
============== =============
(the accompanying notes are an integral part of these condensed consolidated
financial statements)
Page 4
IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(in thousands of U.S. dollars, except per share amounts)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2005 2004
----------- -----------
REVENUE
IMAX systems (note 10(a)) $ 22,113 $ 16,021
Films 4,947 4,489
Theater operations 3,816 3,742
Other 492 629
----------- -----------
31,368 24,881
COSTS OF GOODS AND SERVICES 15,223 12,519
----------- -----------
GROSS MARGIN 16,145 12,362
Selling, general and administrative expenses (note 10(b)) 10,243 8,335
Research and development 653 1,144
Amortization of intangibles 157 151
Receivable provisions, net of (recoveries) (note 11) 212 (898)
----------- -----------
EARNINGS FROM OPERATIONS 4,880 3,630
Interest income 214 126
Interest expense (4,197) (4,068)
Loss on retirement of notes (note 6) -- (784)
----------- -----------
NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 897 (1,096)
Recovery of income taxes (note 12) 59 --
----------- -----------
NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS 956 (1,096)
Net earnings from discontinued operations (note 15) 240 200
----------- -----------
NET EARNINGS (LOSS) 1,196 (896)
=========== ===========
EARNINGS (LOSS) PER SHARE (note 13(b)):
Earnings (loss) per share - basic and diluted:
Net earnings (loss) from continuing operations $ 0.02 $ (0.03)
Net earnings from discontinued operations $ 0.01 $ 0.01
----------- -----------
Net earnings (loss) $ 0.03 $ (0.02)
=========== ===========
(the accompanying notes are an integral part of these condensed consolidated
financial statements)
Page 5
IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(in thousands of U.S. dollars)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------------
2005 2004
------------ ------------
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net earnings (loss) $ 1,196 $ (896)
Net (earnings) from discontinued operations (240) (200)
Items not involving cash:
Depreciation and amortization 3,584 2,483
Write-downs (recoveries) 212 (898)
Change in deferred income taxes (140) (167)
Loss on retirement of notes -- 784
Stock and other non-cash compensation 1,231 561
Unrealized foreign exchange loss 201 165
Premium on repayment of notes -- (576)
Investment in film assets (2,151) (71)
Changes in restricted cash -- 3,732
Changes in other non-cash operating assets and liabilities (3,772) 808
------------ ------------
Net cash provided by operating activities 121 5,725
------------ ------------
INVESTING ACTIVITIES
Increase in short-term investments (15,018) --
Purchase of fixed assets (271) (164)
Increase in other assets (187) (318)
Increase in other intangible assets (167) (40)
------------ ------------
Net cash used in investing activities (15,643) (522)
------------ ------------
FINANCING ACTIVITIES
Repayment of Old Senior Notes due 2005 -- (29,234)
Financing costs related to Senior Notes due 2010 (1) (347)
Common shares issued 1,267 11
Net cash provided by financing activities from discontinued operations -- 200
------------ ------------
Net cash provided by (used in) financing activities 1,266 (29,370)
------------ ------------
Effects of exchange rate changes on cash 71 (27)
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS (14,185) (24,394)
Increase in cash and cash equivalents from discontinued
operations -- 200
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS, DURING THE PERIOD (14,185) (24,194)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 28,964 47,282
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,779 $ 23,088
============ ============
(the accompanying notes are an integral part of these condensed consolidated
financial statements)
Page 6
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
1. BASIS OF PRESENTATION
The Condensed Consolidated Financial Statements include the accounts of
IMAX Corporation together with its wholly-owned subsidiaries (the
"Company"). 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 adjustments
necessary to make the results of operations for the interim periods a fair
statement of such operations.
The Company reports its results under United States Generally Accepted
Accounting Principles ("U.S. GAAP"). Significant differences between
United States and Canadian Generally Accepted Accounting Principles are
described in note 19.
These financial statements should be read in conjunction with the
Company's most recent annual report on Form 10-K for the year ended
December 31, 2004 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,
2004. During the interim period, the Company purchased short-term
investments. These investments are classified as held to maturity based on
the Company's positive intent and ability to hold the securities to
maturity, and are carried at amortized cost.
EMPLOYEE STOCK-BASED COMPENSATION
The Company currently follows the intrinsic value method of accounting for
employee stock options as prescribed by Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees", ("APB 25"). If
the fair value methodology prescribed by FASB Statement, "Accounting for
Stock Based Compensation" ("FAS 123") had been adopted by the Company, pro
forma results for the quarter ended March 31, would have been as follows:
2005 2004
------------------ ------------------
Net earnings (loss) as reported $ 1,196 $ (896)
Stock-based compensation expense, if the methodology
prescribed by FAS 123 had been adopted (700) (1,594)
------------------ ------------------
Adjusted net earnings (loss) $ 496 $ (2,490)
================== ==================
Earnings per share - basic and diluted:
Net earnings (loss) as reported $ 0.03 $ (0.02)
FAS 123 stock-based compensation expense (0.02) (0.04)
------------------ ------------------
Adjusted net earnings (loss) $ 0.01 $ (0.06)
================== ==================
In accordance with FAS 123, the total expense reflected in the above pro forma
charge represents amortization of stock option charges that were valued at the
grant date using an option-pricing model with assumptions that were valid at the
time with no further update of current stock trends and assumptions.
Page 7
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
1. BASIS OF PRESENTATION (cont'd)
EMPLOYEE STOCK-BASED COMPENSATION (cont'd)
The Company did not grant any options to employees in the first quarter of
2005 and therefore the weighted average fair value of common share options
granted to employees for the three months ended March 31, 2005 at the time
of grant was $nil (2004 - $2.49 per share). The Company uses a Binomial
option-pricing model to determine the fair value of common share options
at the grant date. For the three months ended March 31, 2004, the
following assumptions were used:
THREE MONTHS ENDED
MARCH 31, 2004
-----------------------
Average risk-free interest rate 3.68%
Equity risk premium 5.23% - 5.53%
Beta 0.95 - 1.03
Expected option life 4.38 years - 4.44 years
Average expected volatility 62%
Annual termination probability 9.62%
Dividend yield 0%
2. VARIABLE INTEREST ENTITIES
In January 2003, the FASB issued Financial Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities ("VIEs"), in an effort to
expand and clarify existing accounting guidance that addresses when a
company should include in its financial statements the assets, liabilities
and activities of another entity. FIN 46 was effective immediately for all
enterprises with variable interests in VIEs created after January 31, 2003
and on January 1, 2004 for all previously existing variable interest
entities. Under FIN 46, if an entity is determined to be a variable
interest entity, it must be consolidated by the enterprise that absorbs
the majority of the entity's expected losses if they occur, receives a
majority of the entity's expected residual returns if they occur, or both.
On December 24, 2003, the FASB issued a revised FIN 46, defined as FIN
46R. Commencing January 1, 2004, the Company was required to consolidate
the accounts of all VIEs for which it is the primary beneficiary ("PB"),
as required by FIN 46R. The Company has evaluated its various variable
interests to determine whether they are in VIE's. The Company reviewed its
management agreements relating to theaters which the Company manages, and
has no equity interest, and concluded that such arrangements were not
variable interests since the Company's fees are commensurate with the
level of service and the theater owner retains the right to terminate the
service. The Company has also reviewed its financial arrangements with
theaters where it shares in the profit or losses of the theater. The
Company has not considered these arrangements under FIN 46R as the
arrangements meet the scope exceptions defined in the pronouncement. The
Company has determined that certain of its film production companies are
VIEs. Since in one case the Company absorbs a majority of the VIE's
losses, the Company has determined that it is the PB of the entity. The
Company continues to consolidate this entity with no material impact on
the operating results or financial condition of the Company as the
production company has total assets of less than $0.1 million and total
liabilities of less than $0.1 million as at March 31, 2005. The Company
also has interests in three other film production companies which are
VIEs, however the Company did not consolidate these film entities since it
does not bear the majority of the expected losses or expected residual
returns. As of March 31, 2005, these three VIEs have total assets of $0.1
million and total liabilities of $0.1 million.
Page 8
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
3. FINANCING RECEIVABLES
The Company generally provides its theater systems to customers on a
long-term lease basis, typically with initial lease terms of 10 to 20
years. Financing receivables consisting of net investment in leases and
long term receivables are comprised of the following:
MARCH 31, DECEMBER 31,
2005 2004
--------- ------------
NET INVESTMENT IN LEASES
Gross minimum lease amounts receivable $ 100,788 $ 98,666
Residual value of equipment 643 637
Unearned finance income (41,500) (39,844)
--------- --------
Present value of minimum lease amounts receivable 59,931 59,459
Accumulated allowance for uncollectible amounts (4,385) (4,435)
--------- --------
Net investment in leases 55,546 55,024
--------- --------
Long-term receivables 3,907 4,468
--------- --------
Total financing receivables $ 59,453 $ 59,492
========= ========
4. INVENTORIES
MARCH 31, DECEMBER 31,
2005 2004
---------------- -------------
Raw materials $ 7,780 $ 7,375
Work-in-process 8,174 6,512
Finished goods 13,476 15,114
---------------- -------------
$ 29,430 $ 29,001
================ =============
5. SENIOR NOTES DUE 2010
In November 2004, the Company completed an exchange offer wherein $159.0
million of the Company's 9.625% senior notes due December 1, 2010 (the
"Unregistered Senior Notes") were exchanged for 9.625% senior notes
registered under the Securities Act of 1933, as amended (the "Registered
Senior Notes"), pursuant to a registration statement on Form S-4 that had
been declared effective by the Securities and Exchange Commission on
September 30, 2004. Apart from the fact that the Registered Senior Notes
have been registered under the Securities Act, the Unregistered Senior
Notes and the Registered Senior Notes are substantially identical and are
referred to herein as the "Senior Notes". The Senior Notes are
unconditionally guaranteed, jointly and severally, by certain of the
Company's wholly-owned subsidiaries.
As at March 31, 2005, the Company had outstanding $159.0 million aggregate
principal of Registered Senior Notes and $1.0 million aggregate principal
of Unregistered Senior Notes.
Page 9
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
6. OLD SENIOR NOTES DUE 2005
In December 1998, the Company issued $200.0 million of senior notes due
December 1, 2005 bearing interest at a rate of 7.875% per annum (the "Old
Senior Notes").
During 2003, the Company retired an aggregate of $47.2 million principal
amount of the Old Senior Notes. In December 2003, the Company completed a
tender offer and consent solicitation for its remaining $152.8 million of
the Old Senior Notes. In December 2003, $123.6 million in principal of the
Old Senior Notes were redeemed pursuant to the tender offer. Notice of
Redemption for all remaining outstanding Old Senior Notes was delivered on
December 4, 2003 and the remaining $29.2 of outstanding Old Senior Notes
were redeemed on January 2, 2004 using proceeds from its Senior Notes (see
note 5). In January 2004, the Company recorded a loss of $0.8 million
related to the retirement of the Company's Old Senior Notes.
7. CREDIT FACILITY
On February 6, 2004, the Company entered into a loan agreement for a
secured revolving credit facility (the "Credit Facility") The Credit
Facility is a three-year revolving credit facility with yearly renewal
options thereafter, permitting maximum aggregate borrowings of $20.0
million, subject to a borrowing base calculation which includes the
Company's financing receivables, and certain reserve requirements and
further reduced by outstanding letters of credit. The Credit Facility
bears interest at Prime + 0.25% per annum or Libor + 2.0% per annum and is
collateralized by a first priority security interest in all of the current
and future assets of the Company. The Credit Facility contains typical
affirmative and negative covenants, including covenants that restrict the
Company's ability to: incur certain additional indebtedness; make certain
loans, investments or guarantees; pay dividends; make certain asset sales;
incur certain liens or other encumbrances; conduct certain transactions
with affiliates and enter into certain corporate transactions or dissolve.
In addition, the Credit Facility contains customary events of default,
including upon an acquisition or a change of control that has a material
adverse effect on the Company's financial condition. The Credit Facility
also requires the Company to maintain a minimum level of earnings before
interest, taxes, depreciation and amortization, and cash collections. As
at March 31, 2005, the Company has not drawn down on the Credit Facility,
however, it has issued letters of credit for $6.2 million under the Credit
Facility arrangement.
8. COMMITMENTS
(a) The Company's total minimum annual rental payments to be made under
operating leases for premises as of March 31, 2005 for each of the years
ended December 31 are as follows:
2005 (nine months remaining) $ 3,842
2006 5,422
2007 5,190
2008 4,978
2009 5,034
Thereafter 24,214
--------------
$ 48,680
==============
(b) As at March 31, 2005, the Company has letters of credit of $6.2 million
(December 31, 2004 - $5.5 million) outstanding under the Company's credit
facility arrangement (see note 7).
(c) In March 2004, the Company received $5.0 million in cash under a film
financing arrangement which was included in accrued liabilities. The
Company is required to expend these funds towards the production and
distribution of a motion picture title. The Company has expended $4.8
million of these funds as at March 31, 2005 and has recorded $0.2 million
in accrued liabilities.
Page 10
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
9. CONTINGENCIES
The Company is involved in lawsuits, claims, and proceedings, including
those identified below, which arise in the ordinary course of business. In
accordance with SFAS 5, "Accounting for Contingencies," 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 our 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 judgement or be settled for
significant amounts, they could have a material adverse effect on our
results of operations, cash flows, and financial position in the period or
periods in which such a change in determination, settlement or judgement
occurs.
(a) In March 2001, a complaint was filed against the Company by Muvico
Entertainment, L.L.C. ("Muvico"), alleging misrepresentation and seeking
rescission in respect of the system lease agreements between the Company
and Muvico. The complaint was subsequently amended to add claims for fraud
based upon the same factual allegations underlying its prior claims. The
Company filed counterclaims against Muvico for breach of contract, unjust
enrichment, unfair competition and/or deceptive trade practices and theft
of trade secrets, and brought claims against MegaSystems, Inc.
("MegaSystems"), a large-format theater system manufacturer, for tortious
interference and unfair competition and/or deceptive trade practices and
to enjoin Muvico and MegaSystems from using the Company's confidential and
proprietary information. In May 2005, the parties reached agreement on the
settlement of all claims.
(b) In March 2005, the Company, together with Three-Dimensional Media Group,
Ltd. ("3DMG"), filed a complaint in the U.S. District Court for the
Central District of California, Western Division, against In-Three, Inc.
("In-Three") alleging patent infringement. The Company and 3DMG allege
that In-Three has deliberately infringed a patent which covers a
proprietary 2D-to-3D film conversion process. 3DMG owns the patent in
suit, under which the Company has an exclusive license in the theatrical
motion picture field. The Company and 3DMG are seeking a preliminary and
permanent injunction and damages. In April 2005, In-Three filed an Answer
denying infringement and asserting that the patent in suit is invalid.
In-Three also asserted counterclaims that seek declaratory relief,
unspecified damages or both for non-infringement, invalidity, false
advertising, false designation of origin, breach of contract, interference
with prospective economic advantage and/or unfair competition. The Company
will continue to vigorously pursue its claims and believes that the
allegations made by In-Three are without merit. The Company further
believes the amount of the loss, if any, suffered in connection with the
counterclaims would not have a material impact on the financial position
or results of operations of the Company, although no assurance can be
given with respect to the ultimate outcome of any such litigation.
(c) In November 2001, the Company filed a complaint with the District Court of
Munich against Big Screen, a German large-screen cinema owner in Berlin
("Big Screen"), demanding payment of rental payments and certain other
amounts owed to the Company. Big Screen has raised a defense based on
alleged infringement of German antitrust rules, relating mainly to an
allegation of excessive pricing. Big Screen had brought a number of
motions for restraining orders in this matter relating to the Company's
provision of films and maintenance, all of which have been rejected by the
courts, including the Berlin Court of Appeals, and for which all appeals
have been exhausted. The Company believes that all of the allegations in
Big Screen's individual defense are entirely without merit and will
accordingly continue to prosecute this matter vigorously. The Company
believes that the amount of the loss, if any, suffered in connection with
this dispute would not have a material impact on the financial position or
results of operations of the Company, although no assurance can be given
with respect to the ultimate outcome of any such litigation.
Page 11
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
9. CONTINGENCIES (cont'd)
(d) In May, 2002, the Company filed a complaint with the District Court of
Nuremberg-Furth, Germany against Siewert Holding in Wuerzburg ("Siewert"),
demanding payment of rental obligations and other amounts owed to the
Company. Siewert raised a defense based on alleged infringement of German
antitrust rules. By judgement of December 20, 2002, the District Court
rejected the defense and awarded judgement in documentary proceedings in
favor of the Company and added further amounts that had fallen due.
Siewert applied for leave to appeal to the German Supreme Court on matters
of law, which was rejected by the German Supreme Court in March 2004.
Siewert subsequently made a partial payment of amounts awarded to the
Company. Siewert has filed follow up proceedings to the documentary
proceedings in the District Court, in large part repeating the claims
rejected in the documentary proceeding. On September 30, 2004, Siewert
filed for insolvency with the Local Court in Wuerzburg. To the extent the
lawsuit will be continued following the commencement of the insolvency
proceedings, the Company will continue to vigorously pursue its claims and
believes that the amount of loss, if any, suffered in connection with
these proceedings would not have a material impact on the financial
position or results of operations of the Company, although no assurance
can be given with respect to the ultimate outcome of any such litigation.
(e) In January 2004, the Company and IMAX Theatre Services Ltd., a subsidiary
of the Company, commenced an arbitration seeking damages of approximately
$3.7 million before the International Court of Arbitration of the
International Chambers of Commerce (the "ICC") with respect to the breach
by Electronic Media Limited ("EML") of its December 2000 agreement with
the Company. In April 2004, EML filed an answer and counterclaim seeking
the return of funds EML has paid to the Company, incidental expenses and
punitive damages. In June 2004, the Company commenced a related
arbitration before the ICC against EML's affiliate, E-CITI Entertainment
(I) PVT Limited ("E-Citi"), seeking $17.8 million as a result of E-Citi's
breach of a September 2000 lease agreement. E-Citi has responded to the
arbitration demand and has asserted several defenses, including that the
ICC does not have jurisdiction for the arbitration. The Company believes
that the allegations made by EML in its counterclaim are entirely without
merit and has requested that the counterclaim be dismissed on the basis
that EML has advised the ICC that it has insufficient funds to pay its
share of the arbitration costs. The Company believes that the amount of
loss, if any, suffered in connection with the arbitration would not have a
material impact on the financial position or results of operations of the
Company, although no assurance can be given with respect to the ultimate
outcome of any such litigation.
(f) In addition to the matters described above, the Company is currently
involved in other legal proceedings 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.
Page 12
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
10. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS SUPPLEMENTAL INFORMATION
(a) The Company generally enters into multi-year theater system lease
agreements with customers that typically contain customer payment
obligations prior to the scheduled installation of the theater system.
During the period of time between lease signing and system installation,
certain customers each year generally are unable, or elect not, to proceed
with system installation for a number of reasons, including business
considerations, or the inability to obtain certain consents, approvals or
financing. Once the determination is made that the customer will not
proceed with installation, the customer and the Company may enter into a
consensual lease buyout, whereby the parties are released from their
future obligations under the lease and the geographic territory granted to
the customer reverts to the Company. Once an agreement is reached by both
parties, the initial lease payments that the customer previously made to
the Company are recognized as revenue. In addition, since the introduction
of its new IMAX MPX theater system in 2003, the Company has agreed with
several customers to terminate their original agreements and to sign new
system agreements for the MPX system. Upon finalizing the new agreement,
the total consideration received under both the terminated agreements and
the new MPX arrangement is allocated first to the MPX system and the
residual amount to settlement revenue. Included in IMAX systems revenue
for the first quarter of 2005 are the following types of settlement
arrangements: $0.2 million related to MPX conversion agreements (2004 -
$1.6 million); $6.9 million related to consensual lease buyouts (2004 -
$2.9 million); and $nil million related to terminations due to customer
defaults (2004 - $nil million). In aggregate: first quarter of 2005 - $7.1
million and first quarter of 2004 - $4.5 million.
(b) Included in selling, general and administrative expenses for the first
quarter of 2005 is $0.3 million (2004 - $0.3 million) for net foreign
exchange losses related to the translation of foreign currency denominated
monetary assets, liabilities and integrated subsidiaries.
11. RECEIVABLE PROVISIONS (RECOVERIES), NET
THREE MONTHS ENDED
MARCH 31,
--------------------------------------------
2005 2004
--------------------- ------------------
Accounts receivable provisions (recoveries), net $ 262 $ (173)
Financing receivables provisions (recoveries), net(1) $ (50) $ (725)
--------------------- ------------------
Receivable provisions (recoveries), net $ 212 $ (898)
===================== ==================
(1) For the quarter ended March 31, 2004, the Company recorded a recovery of
previously provided amounts of $0.7 million as the collectibility
uncertainty associated with certain leases was resolved by amendment or
settlement of the leases.
12. INCOME TAXES
The effective tax rate on earnings differs significantly from the Canadian
statutory rate due to the effect of permanent differences, income taxed at
differing rates in foreign and other provincial jurisdictions, tax
recoveries and charges relating to favourable or unfavourable tax
examinations, and changes in the Company's valuation allowance on deferred
tax assets. The income tax expense (recovery) for the quarter is
calculated by applying the estimated average annual effective tax rate of
10% for the 2005 year to quarterly pre-tax income. In addition to the
estimated 10% effective tax rate, in the current quarter, the Company
recorded within the tax provision, a tax recovery of $0.2 million related
to refunds resulting from a favourable conclusion on a tax examination
that was not previously recorded.
As at March 31, 2005, the Company has recognized net deferred income tax
assets of $6.3 million, comprised of tax credit carryforwards, net
operating loss and capital loss carryforwards and other deductible
temporary differences, which can be utilized to reduce either taxable
income or taxes otherwise payable in future years. As of March 31, 2005,
the Company had a gross deferred income tax asset of $51.4 million,
against which the Company is carrying a $45.1 million valuation allowance.
Page 13
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
13. CAPITAL STOCK
(a) STOCK BASED COMPENSATION
In the first quarter of 2005, an aggregate of 13,335 (2004 - 13,335)
options with an average exercise price of $10.56 (2004 - $7.11) to
purchase the Company's common stock were issued to certain advisors and
strategic partners of the Company. The Company has calculated the fair
value of these options to non-employees on the date of grant to be $0.08
million (2004 - $0.05 million), using a Binomial option-pricing model with
the following underlying assumptions:
THREE MONTHS ENDED
MARCH 31,
----------------------
2005 2004
------- -------
Average risk-free interest rate 3.89% 2.92%
Expected option life 5 years 5 years
Average expected volatility 62% 62%
Dividend yield 0% 0%
The Company has recorded a charge of $0.08 million (2004 - $0.05 million)
to film cost of sales related to the non-employee stock options.
There were no warrants issued in the first quarter of 2005 (2004 - nil).
550,000 warrants were issued in 2003. In the first quarter of 2005, 80,872
common shares were issued upon exercise of 200,000 warrants. All remaining
warrants have either expired or have been cancelled.
(b) EARNINGS (LOSS) PER SHARE
Reconciliations of the numerators and denominators of the basic and
diluted per-share computations, are comprised of the following:
THREE MONTHS ENDED
MARCH 31,
-------------------
2005 2004
------- --------
Net earnings applicable to common shareholders:
Net earnings (loss) $ 1,196 $ (896)
======= ========
Weighted average number of common shares (000's):
Issued and outstanding, beginning of period 39,447 39,302
Weighted average number of shares issued during the period 110 2
------- --------
Weighted average number of shares used in computing basic
earnings (loss) per share 39,557 39,304
Assumed exercise of stock options, net of shares assumed repurchased 2,363 --
------- --------
Weighted average number of shares used in computing diluted
earnings (loss) per share 41,920 39,304
======= ========
The calculation of diluted earnings (loss) per share for the first quarter of
2004 excludes options to purchase common shares of stock which were outstanding,
as the impact of these exercises would be anti-dilutive.
Page 14
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
14. SEGMENTED INFORMATION
The Company has four reportable segments: IMAX systems, films, theater
operations and other.
There has been no change in the basis of measurement of segment profit or
loss from the Company's most recent annual report on form 10-K for the
year ended December 31, 2004. Inter-segment transactions are not
significant.
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
2005 2004
------------------ ------------------
REVENUE
IMAX systems $ 22,113 $ 16,021
Films 4,947 4,489
Theater operations 3,816 3,742
Other 492 629
------------------ ------------------
TOTAL $ 31,368 $ 24,881
================== ==================
EARNINGS (LOSS) FROM OPERATIONS
IMAX systems $ 12,559 $ 9,722
Films (871) (1,103)
Theater operations (246) 404
Corporate and other (6,562) (5,393)
------------------ ------------------
TOTAL $ 4,880 $ 3,630
================== ==================
15. DISCONTINUED OPERATIONS
(a) MIAMI THEATER LLC
On December 23, 2003, the Company closed its owned and operated Miami IMAX
theater. The Company completed its abandonment of assets and removal of
its projection system from the theater in the first quarter of 2004, with
no financial impact. The Company is involved in an arbitration proceeding
with the landlord of the theater with respect to the amount owing to the
landlord by the Company for lease and guarantee obligations. The amount of
loss to the Company has been estimated at between $0.8 million and $2.3
million. The Company paid out $0.8 million with respect to amounts owing
to the landlord during 2003 and 2004. As the Company is uncertain as to
the outcome of the proceeding, no additional amount has been recorded.
(b) DIGITAL PROJECTION INTERNATIONAL
Effective December 11, 2001, the Company completed the sale of its
wholly-owned subsidiary, Digital Projection International, including its
subsidiaries (collectively "DPI"), to a company owned by members of DPI
management. As part of the transaction, the Company restructured its
advances to DPI, releasing DPI from obligations to repay any amounts in
excess of $12.7 million previously advanced by the Company, and
reorganized the remaining $12.7 million of debt owing to the Company into
two separate loan agreements. The loans receivable are collateralized by
fixed and floating charges over all DPI assets including intellectual
properties. One of the loans is convertible, upon the occurrence of
certain events, into shares representing 49% of the total share capital of
DPI. During the first quarter of 2005, the Company recognized $0.2 million
(2004 - $0.2 million) in income from discontinued operations for cash
received. As of March 31,2005 the remaining balance of the loans and
interest receivable is $13.6 million, which has been fully allowed for.
Page 15
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
15. DISCONTINUED OPERATIONS (cont'd)
(c) CONSOLIDATED STATEMENT OF OPERATIONS FOR DPI
The net earnings from discontinued operations summarized in the
Consolidated Statements of Operations, for the periods ended March 31, was
comprised of the following:
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
2005 2004
------------------ ------------------
Net earnings from discontinued operations $ 240 $ 200
================== ==================
16. DEFINED BENEFIT PLAN
The Company has a U.S. defined benefit pension plan covering its two
Co-Chief Executive Officers. As the plan is unfunded, the Company has not
paid any contributions in the period ended March 31, 2005 and does not
expect to pay any contributions in the remainder of the year. The Company
intends to use the proceeds of life insurance policies taken on its
Co-Chief Executive Officers to satisfy, in whole or in part, benefits due
and payable under the plan, although there can be no assurance that the
Company will ultimately do so. The following table provides disclosure of
pension expense for the defined benefit plan for the periods ended March
31:
THREE MONTHS ENDED
MARCH 31,
--------------------------------------
2005 2004
----------------- -----------------
Service cost $ 604 $ 516
Interest cost 390 317
Amortization of prior service cost 349 349
----------------- -----------------
Pension expense $ 1,343 $ 1,182
================= =================
17. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2004, FASB issued a revision to Financial Accounting Standards
No. 123 ("FAS 123R"). FAS 123R is focused primarily on the accounting for
transactions in which a company obtains employee services in exchange for
stock options or share-based payments. Currently, the Company grants stock
options to their employees and discloses the pro forma effect of
compensation expense for these stock options. Under FAS 123R, the Company
will be required to record this compensation expense in the Company's
results of operations. FAS 123R is effective for the beginning of the
first annual reporting period that begins after June 15, 2005. The Company
has evaluated the effect the adoption of FAS 123R and expects to adopt the
pronouncement beginning on January 1, 2006. The Company estimates that
based on the currently issued options, and not including any further
grants which may occur in 2005, the compensation expense for the year
ended December 31, 2006 will approximate $0.6 million before taxes.
Page 16
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION
The Company's Senior Notes are fully and unconditionally guaranteed,
jointly and severally by specific wholly-owned subsidiaries of the Company
(the "Guarantor Subsidiaries"). The main Guarantor Subsidiaries are David
Keighley Productions 70 MM Inc., Sonics Associates Inc., and the
subsidiaries that own and operate certain theaters. These guarantees are
full and unconditional. The information under the column headed
"Non-Guarantor Subsidiaries" relates to the following subsidiaries of the
Company: IMAX Japan Inc. and IMAX B.V. (the "Non-Guarantor Subsidiaries")
which have not provided any guarantees of the Senior Notes.
Investments in subsidiaries are accounted for by the equity method for
purposes of the supplemental consolidating financial data. Some
subsidiaries may be unable to pay dividends due to negative working
capital.
Page 17
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Balance Sheets as at March 31, 2005:
NON- ADJUSTMENTS
IMAX GUARANTOR GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------ ------------ ------------
ASSETS
Cash and cash equivalents $ 10,845 $ 3,592 $ 342 $ -- $ 14,779
Short-term investments 15,018 -- -- -- 15,018
Accounts receivable 19,190 2,923 387 -- 22,500
Financing receivables 57,776 1,677 -- -- 59,453
Inventories 29,093 231 106 -- 29,430
Prepaid expenses 2,231 677 96 -- 3,004
Intercompany receivables 12,843 29,903 11,802 (54,548) --
Film assets 1,552 -- -- -- 1,552
Fixed assets 26,665 1,560 1 -- 28,226
Other assets 12,909 -- -- -- 12,909
Deferred income taxes 6,240 71 -- -- 6,311
Goodwill 39,027 -- -- -- 39,027
Other intangible assets 3,070 -- -- -- 3,070
Investments in subsidiaries 31,890 -- -- (31,890) --
----------- ----------- --------- ----------- ------------
Total assets $ 268,349 $ 40,634 $ 12,734 $ (86,438) $ 235,279
=========== =========== ========= =========== ============
LIABILITIES
Accounts payable 3,557 3,466 -- -- 7,023
Accrued liabilities 51,945 1,841 143 -- 53,929
Intercompany payables 44,681 30,953 7,508 (83,142) --
Deferred revenue 48,919 5,180 63 -- 54,162
Senior Notes due 2010 160,000 -- -- -- 160,000
----------- ----------- --------- ----------- ------------
Total liabilities 309,102 41,440 7,714 (83,142) 275,114
----------- ----------- --------- ----------- ------------
SHAREHOLDER'S DEFICIT
Common stock 118,887 -- 117 (117) 118,887
Other equity/Additional paid in
capital/Contributed surplus 932 46,960 -- (45,926) 1,966
Deficit (160,247) (47,152) 4,903 42,747 (159,749)
Accumulated other comprehensive income
(loss) (325) (614) -- -- (939)
----------- ----------- --------- ----------- ------------
Total shareholders' equity (deficit) $ (40,753) $ (806) $ 5,020 $ (3,296) $ (39,835)
----------- ----------- --------- ----------- ------------
Total liabilities & shareholders' equity
(deficit) $ 268,349 $ 40,634 $ 12,734 $ (86,438) $ 235,279
=========== =========== ========= =========== ============
In certain Guarantor Subsidiaries, accumulated losses have exceeded the original
investment balance. As a result of applying equity accounting, the parent
company has consequently reduced intercompany receivable balances with respect
to these Guarantor Subsidiaries in the amounts of $28.7 million as at March 31,
2005.
Page 18
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Balance Sheets as at December 31, 2004:
NON- ADJUSTMENTS
IMAX GUARANTOR GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------ ------------ ------------
ASSETS
Cash and cash equivalents $ 23,683 $ 5,058 $ 223 $ -- $ 28,964
Accounts receivable 16,492 3,029 378 -- 19,899
Financing receivables 57,769 1,723 -- -- 59,492
Inventories 28,661 233 107 -- 29,001
Prepaid expenses 1,712 464 103 -- 2,279
Inter-company receivables 13,407 31,146 12,100 (56,653) --
Film assets 871 -- -- -- 871
Fixed assets 27,184 1,527 1 -- 28,712
Other assets 13,377 -- -- -- 13,377
Deferred income taxes 6,104 67 -- -- 6,171
Goodwill 39,027 -- -- -- 39,027
Other intangible assets 3,060 -- -- -- 3,060
Investments in subsidiaries 31,693 -- -- (31,693) --
------------- ------------- ------------ ----------- ------------
Total assets $ 263,040 $ 43,247 $ 12,912 $ (88,346) $ 230,853
============= ============= ============ =========== ============
LIABILITIES
Accounts payable 3,238 2,583 6 -- 5,827
Accrued liabilities 54,674 2,086 137 -- 56,897
Inter-company payables 43,000 34,440 7,597 (85,037) --
Deferred revenue 45,422 4,918 165 -- 50,505
Senior Notes due 2010 160,000 -- -- -- 160,000
------------- ------------- ------------ ----------- ------------
Total liabilities 306,334 44,027 7,905 (85,037) 273,229
------------- ------------- ------------ ----------- ------------
SHAREHOLDER'S DEFICIT
Capital stock 116,281 -- 117 (117) 116,281
Other equity/Additional paid in
capital/Contributed surplus 2,193 46,960 -- (45,926) 3,227
Deficit (161,443) (47,126) 4,890 42,734 (160,945)
Accumulated other comprehensive income
(loss) (325) (614) -- -- (939)
------------- ------------- ------------ ----------- ------------
Total shareholders' equity (deficit) $ (43,294) $ (780) $ 5,007 $ (3,309) $ (42,376)
------------- ------------- ------------ ----------- ------------
Total liabilities & shareholders' equity
(deficit) $ 263,040 $ 43,247 $ 12,912 $ (88,346) $ 230,853
============= ============= ============ =========== ============
In certain Guarantor Subsidiaries accumulated losses have exceeded the original
investment balance. As a result of applying equity accounting, the parent
company has consequently reduced inter-company receivable balances with respect
to these Guarantor Subsidiaries in the amounts of $28.5 million.
Page 19
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Statements of Operations for the three months ended
March 31, 2005:
NON- ADJUSTMENTS
IMAX GUARANTOR GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------ ------------ ------------
REVENUE
IMAX systems $ 21,688 $ 305 $ 228 $ (108) $ 22,113
Films 3,651 1,790 9 (503) 4,947
Theater operations 226 3,617 -- (27) 3,816
Other 468 -- 24 -- 492
------------ ---------- ---------- --------- -----------
26,033 5,712 261 (638) 31,368
COST OF GOODS AND SERVICES 10,249 5,522 90 (638) 15,223
------------ ---------- ---------- --------- -----------
GROSS MARGIN 15,784 190 171 -- 16,145
Selling, general and administrative expenses 9,871 214 158 -- 10,243
Research and development 653 -- -- -- 653
Amortization of intangibles 157 -- -- -- 157
Loss (income) from equity-accounted
investees 13 -- -- (13) --
Receivable provisions (recoveries), net 212 -- -- -- 212
------------ ---------- ---------- --------- -----------
EARNINGS (LOSS) FROM OPERATIONS 4,878 (24) 13 13 4,880
Interest income 214 -- -- -- 214
Interest expense (4,195) (2) -- -- (4,197)
------------ ---------- ---------- --------- -----------
NET EARNINGS (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 897 (26) 13 13 897
Recovery of income taxes 59 -- -- -- 59
------------ ---------- ---------- --------- -----------
NET EARNINGS (LOSS) FROM CONTINUING
OPERATIONS 956 (26) 13 13 956
Net earnings from discontinued operations 240 -- -- -- 240
------------ ---------- ---------- --------- -----------
NET EARNINGS (LOSS) $ 1,196 $ (26) $ 13 $ 13 $ 1,196
============ ========== ========== ========= ===========
Page 20
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Statements of Operations for the three months ended
March 31, 2004:
NON- ADJUSTMENTS
IMAX GUARANTOR GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------ ------------ ------------
REVENUE
IMAX systems $ 15,537 $ 270 $ 322 $ (108) $ 16,021
Films 3,673 1,477 4 (665) 4,489
Theater operations 137 3,622 -- (17) 3,742
Other 628 -- 1 -- 629
---------- ----------- ---------- --------- -----------
19,975 5,369 327 (790) 24,881
COST OF GOODS AND SERVICES 7,817 5,369 123 (790) 12,519
---------- ----------- ---------- --------- -----------
GROSS MARGIN 12,158 -- 204 -- 12,362
Selling, general and administrative expenses 8,118 138 79 -- 8,335
Research and development 1,144 -- -- -- 1,144
Amortization of intangibles 151 -- -- -- 151
Loss (income) from equity-accounted
investees (53) -- -- 53 --
Receivable provisions (recoveries), net (822) (76) -- -- (898)
---------- ----------- ---------- --------- -----------
EARNINGS (LOSS) FROM OPERATIONS 3,620 (62) 125 (53) 3,630
Interest income 126 -- -- -- 126
Interest expense (4,059) (9) -- -- (4,068)
Loss on retirement of notes (784) -- -- -- (784)
---------- ----------- ---------- --------- -----------
NET EARNINGS (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES (1,097) (71) 125 (53) (1,096)
Recovery of (provision for) income taxes -- -- -- -- --
---------- ----------- ---------- --------- -----------
NET EARNINGS (LOSS) FROM CONTINUING
OPERATIONS (1,097) (71) 125 (53) (1,096)
Net earnings from discontinued operations 200 -- -- -- 200
---------- ----------- ---------- --------- -----------
NET EARNINGS (LOSS) $ (897) $ (71) $ 125 $ (53) $ (896)
========== =========== ========== ========= ===========
Page 21
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Statements of Cash Flows for the three months ended
March 31, 2005:
ADJUSTMENTS
IMAX GUARANTOR NON-GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------- ------------ ------------
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net earnings (loss) $ 1,196 $ (26) $ 13 $ 13 $ 1,196
Net (earnings) from discontinued operations (240) -- -- -- (240)
Items not involving cash:
Depreciation and amortization 3,453 131 -- -- 3,584
Write-downs 212 -- -- -- 212
Loss (income) from equity-accounted
investees 13 -- -- (13) --
Change in deferred income taxes (136) (4) -- -- (140)
Stock and other non-cash compensation 1,231 -- -- -- 1,231
Unrealized foreign exchange loss 201 -- -- -- 201
Investment in film assets (2,151) -- -- -- (2,151)
Changes in other non-cash operating assets and
liabilities (2,507) (1,364) 99 -- (3,772)
----------- ------------ ------------- ------------ ------------
Net cash provided by (used in) operating
activities 1,272 (1,263) 112 - 121
----------- ------------ ------------- ------------ ------------
INVESTING ACTIVITIES
Increase in short-term investments (15,018) -- -- -- (15,018)
Purchase of fixed assets (107) (164) -- -- (271)
Increase in other assets (187) -- -- -- (187)
Increase in other intangible assets (167) -- -- -- (167)
----------- ------------ ------------- ------------ ------------
Net cash used in investing activities (15,479) (164) -- -- (15,643)
----------- ------------ ------------- ------------ ------------
FINANCING ACTIVITIES
Financing costs related to Senior Notes due 2010 (1) -- -- -- (1)
Common shares issued 1,267 -- -- -- 1,267
----------- ------------ ------------- ------------ ------------
Net cash provided by financing activities 1,266 -- -- -- 1,266
----------- ------------ ------------- ------------ ------------
Effects of exchange rate changes on cash 103 (39) 7 -- 71
----------- ------------ ------------- ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS FROM CONTINUING OPERATIONS (12,838) (1,466) 119 -- (14,185)
Increase in cash and cash equivalents
from discontinued operations -- -- -- -- --
----------- ------------ ------------- ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS, DURING THE PERIOD (12,838) (1,466) 119 -- (14,185)
Cash and cash equivalents, beginning of period 23,683 5,058 223 -- 28,964
----------- ------------ ------------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,845 $ 3,592 $ 342 $ -- $ 14,779
=========== ============ ============= ============ ============
Page 22
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
18. SUPPLEMENTAL CONSOLIDATING FINANCIAL INFORMATION (cont'd)
Supplemental Consolidating Statements of Cash Flows for the three months ended
March 31, 2004:
ADJUSTMENTS
IMAX GUARANTOR NON-GUARANTOR AND CONSOLIDATED
CORPORATION SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
----------- ------------ ------------- ------------ ------------
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net earnings (loss) $ (897) $ (71) $ 125 $ (53) $ (896)
Net (earnings) from discontinued operations (200) -- -- -- (200)
Items not involving cash:
Depreciation and amortization 2,338 145 -- -- 2,483
Write-downs (recoveries) (822) (76) -- -- (898)
Loss from equity-accounted investees (53) -- -- 53 --
Change in deferred income taxes (167) -- -- -- (167)
Loss on retirement of notes 784 -- -- -- 784
Stock and other non-cash compensation 561 -- -- -- 561
Unrealized foreign exchange loss 165 -- -- -- 165
Premium on repayment of notes (576) -- -- -- (576)
Investment in film assets (69) (2) -- -- (71)
Changes in restricted cash 3,732 -- -- -- 3,732
Changes in other non-cash operating assets and
liabilities 1,625 (609) (208) -- 808
----------- ------------ ------------- ------------ ------------
Net cash provided by (used in) operating
activities 6,421 (613) (83) -- 5,725
----------- ------------ ------------- ------------ ------------
INVESTING ACTIVITIES
Disposal (purchase) of fixed assets (155) (9) -- -- (164)
Decrease (increase) in other assets (318) -- -- -- (318)
Decrease (increase) in other intangible assets (40) -- -- -- (40)
----------- ------------ ------------- ------------ ------------
Net cash used in investing activities (513) (9) -- -- (522)
----------- ------------ ------------- ------------ ------------
FINANCING ACTIVITIES
Repayment of Old Senior Notes due 2005 (29,234) -- -- -- (29,234)
Financing costs related to Senior Notes due 2010 (347) -- -- -- (347)
Common shares issued 11 -- -- -- 11
Net cash provided by financing activities from
discontinued operations 200 -- -- -- 200
----------- ------------ ------------- ------------ ------------
Net cash used in financing activities (29,370) -- -- -- (29,370)
----------- ------------ ------------- ------------ ------------
Effects of exchange rate changes on cash (39) 7 5 -- (27)
----------- ------------ ------------- ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS FROM CONTINUING OPERATIONS (23,701) (615) (78) -- (24,394)
Increase (decrease) in cash and cash equivalents
from discontinued operations 200 -- -- -- 200
----------- ------------ ------------- ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS, DURING THE PERIOD (23,501) (615) (78) -- (24,194)
Cash and cash equivalents, beginning of period 41,311 5,696 275 -- 47,282
----------- ------------ ------------- ------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,810 $ 5,081 $ 197 $ -- $ 23,088
=========== ============ ============= ============ ============
Page 23
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
19. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES (GAAP) IN THE UNITED STATES AND CANADA
The accounting principles followed by the Company conform with U.S.
GAAP. Significant differences affecting the Company between U.S. GAAP
and Canadian Generally Accepted Accounting Principles ("Canadian GAAP")
are described below.
(a) FIXED ASSET IMPAIRMENTS
Fixed asset impairments under U.S. GAAP are calculated based on a
discounted future cash flow basis. Under Canadian GAAP, prior to January
1, 2002, impairments were calculated based on an undiscounted future
cash flow basis. Any differences resulted in higher depreciation for the
remaining useful life of the assets.
(b) STOCK-BASED COMPENSATION
Under U.S. GAAP, the Company accounts for stock-based compensation under
the intrinsic value method set out in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and its
related interpretations, and has made pro forma disclosures of net
earnings (loss) and earnings (loss) per share as if the methodology
prescribed by FAS 123, had been adopted. Under Canadian GAAP, the
Company adopted the fair value provisions of CICA Section 3870,
"Stock-based Compensation and Other Stock-based Payments" effective
January 1, 2003. As of this date, stock options granted to employees or
directors are recorded as an expense in the consolidated statement of
operations and credited to other equity.
(c) PENSION ASSET AND LIABILITIES
Under U.S. GAAP, included in accrued liabilities, is a minimum pension
liability of $6.3 million as at March 31, 2005 and $6.6 million as at
December 31, 2004, representing unrecognized prior service costs. There
is an equal amount recorded in other assets. Under Canadian GAAP, a
minimum pension liability and corresponding asset are not recorded. In
addition, unrecognized actuarial gains or losses are not recorded under
Canadian GAAP, whereas under U.S. GAAP, the Company has recorded an
unrecognized actuarial loss against accumulated other comprehensive
income for $1.6 million as at March 31, 2005 and as at December 31,
2004.
Page 24
IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
(UNAUDITED)
19. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (GAAP) IN THE UNITED STATES AND CANADA (cont'd)
RECONCILIATION TO CANADIAN GAAP
CONSOLIDATED STATEMENTS OF OPERATIONS
The following is a reconciliation of net earnings (loss) reflecting the
differences between U.S. and Canadian GAAP:
THREE MONTHS ENDED
MARCH 31,
----------------------------
2005 2004
------------ ------------
Net earnings (loss) in accordance with U.S. GAAP $ 1,196 $ (896)
Depreciation of Fixed Assets(a) -- (41)
Stock-based compensation(b) (529) (137)
------------ ------------
Net earnings (loss) in accordance with Canadian GAAP $ 667 $ (1,074)
============ ============
Earnings (loss) per share (note 13):
Earnings (loss) per share - basic and diluted:
Net earnings (loss) from continuing operations $ 0.02 $ (0.03)
Net earnings from discontinued operations $ -- $ --
------------ ------------
Net earnings (loss) $ 0.02 $ (0.03)
============ ============
CONSOLIDATED SHAREHOLDERS' EQUITY (DEFICIT)
The following is a reconciliation of shareholders' equity (deficit)
reflecting the difference between Canadian and U.S. GAAP:
MARCH 31, DECEMBER 31,
2005 2004
------------ ------------
Shareholders' equity (deficit) in accordance with U.S. GAAP $ (39,835) $ (42,376)
Unrecognized actuarial loss(c) (1,584) (1,584)
------------ ------------
Shareholders' equity (deficit) in accordance with Canadian GAAP $ (38,251) $ (40,792)
============ ============
20. FINANCIAL STATEMENT PRESENTATION
Certain comparative figures have been reclassified to conform with the
presentation adopted in the current year.
Page 25
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company's principal business is the design, manufacture, sale and lease of
projector systems for giant screen theaters for customers including commercial
theaters, museums and science centers, and destination entertainment sites. In
addition, the Company designs and manufactures high-end sound systems and
produces and distributes large format films. There are 250 IMAX theaters
operating in 36 countries worldwide as of March 31, 2005. IMAX Corporation is a
publicly traded company listed on both the TSX and NASDAQ.
ACCOUNTING POLICIES AND ESTIMATES
The Company reports its results under United States Generally Accepted
Accounting Principles ("U.S. GAAP"). Significant differences between United
States and Canadian Generally Accepted Accounting Principles are described in
note 19 of the Consolidated financial statements.
The preparation of these financial statements requires management to make
estimates and judgements that affect the reported amounts of assets,
liabilities, revenues and expenses. On an ongoing basis, management evaluates
its estimates, including those related to accounts receivable, net investment in
leases, inventories, fixed and film assets, investments, intangible assets,
income taxes, contingencies and litigation. Management bases its estimates on
historical experience, future expectations and other assumptions that are
believed to be reasonable at the date of the financial statements. Actual
results may differ from these estimates due to uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.
The Company's significant accounting policies are discussed in note 2 of the
Consolidated Financial Statements in the Company's most recent annual report on
Form 10-K for the year ended December 31, 2004 and are summarized below.
SIGNIFICANT ACCOUNTING POLICIES
The Company considers the following critical accounting policies to have the
most significant effect on its estimates, assumptions and judgements:
REVENUE RECOGNITION
SALES-TYPE LEASES OF THEATER SYSTEMS
Theater system leases that transfer substantially all of the benefits and risks
of ownership to customers are classified as sales-type leases as a result of
meeting the criteria established by FASB Statement of Financial Accounting
Standards No. 13, "Accounting for Leases" ("FAS 13"). When revenue is
recognized, the initial rental fees due under the contract, along with the
present value of minimum ongoing rental payments, are recorded as revenues for
the period, and the related theater system costs including installation expenses
are recorded as cost of goods and services. Additional ongoing rentals in excess
of minimums are recognized in future periods as revenue when reported by the
theater operator, provided that collection is reasonably assured. Maintenance
revenues are recognized when the services are rendered.
The Company recognizes revenues from sales and sales-type leases generally upon
installation of the theater system. Revenue associated with a sale or sales-type
lease is recognized when all of the following criteria are met: persuasive
evidence of an agreement exists; the price is fixed or determinable; and
collection is reasonably assured.
The timing of installation of the theater system is largely dependent on the
timing of the construction of the customer's theater. Therefore, while revenue
for theater systems is generally predictable on a long-term basis, it can vary
from quarter to quarter or year to year depending on the timing of installation.
Page 26
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
SIGNIFICANT ACCOUNTING POLICIES (cont'd)
REVENUE RECOGNITION (cont'd)
SALES-TYPE LEASES OF THEATER SYSTEMS (cont'd)
The critical estimates that the Company considers with respect to the Company's
lease accounting are the determination of economic useful life and the fair
value of the projection equipment, including its residual value. These estimates
are based upon historical experience with all our projection systems. Residual
values are established at lease inception using estimates of fair value at the
end of the lease term with consideration for forecasted supply and demand for
various systems, future product launch plans, end of lease customer behavior,
refurbishment strategies and changes in technology.
The Company monitors the performance of the theaters to which it has leased
equipment. When facts and circumstances indicate that it may need to change the
terms of a lease, which had previously been recorded as a sales-type lease, the
Company evaluates the likely outcome of such negotiations using the criteria
under FAS 13. A provision is recorded against the net investment in leases if
the Company believes that it is probable that the negotiation will result in a
reduction in the minimum lease payments such that the lease will be reclassified
as an operating lease. The provision is equal to the excess of the carrying
value of the net investment in lease over the fair value of the equipment. Any
adjustments which result from a change in classification from a sales-type lease
to an operating lease are reported as a charge to income during the period the
change occurs.
In the normal course of its business, the Company will from time to time
determine that a provision it had previously taken against the net investment in
leases in connection with a customer's lease agreement should be reversed due to
a change in the circumstances that led to the original provision.
The Company generally enters into multi-year system lease agreements with
customers that typically contain customer payment obligations prior to the
scheduled installation of the system. During the period of time between lease
signing and system installation, certain customers each year generally are
unable, or elect not, to proceed with system installation for a number of
reasons including business considerations, or the inability to obtain certain
consents, approvals or financing. Once the determination is made that the
customer will not proceed with installation, the customer and the Company may
enter into a consensual lease buyout, whereby the parties are released from all
their future obligations under the lease, the initial lease payments that the
customer previously made to the Company are recognized as revenue and the
geographic territory granted to the customer reverts to the Company. In
addition, since the introduction of its new IMAX MPX theater system in 2003, the
Company has agreed with several customers to terminate their existing lease
agreements which were in the Company's backlog and sign new MPX system
agreements.
OPERATING LEASES OF THEATER SYSTEMS
Leases that do not transfer substantially all of the benefits and risks of
ownership to the customer are classified as operating leases. For these leases,
initial rental fees and minimum lease payments are recognized as revenue on a
straight-line basis over the lease term. Additional rentals in excess of minimum
annual amounts are recognized as revenue when reported by theater operators,
provided that collection is reasonably assured.
MULTIPLE ELEMENT ARRANGEMENTS
On occasion, the Company will include film licenses or other specified elements
as part of system sales or lease agreements. When separate prices are listed in
a multiple element arrangement, these prices may not be indicative of the fair
values of those elements because the prices of the different components of the
arrangements may be modified through negotiation although the aggregate
consideration may not. Revenues under these arrangements are allocated based
upon the estimated relative fair values of each element.
Page 27
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
SIGNIFICANT ACCOUNTING POLICIES (cont'd)
REVENUE RECOGNITION (cont'd)
MULTIPLE ELEMENT ARRANGEMENTS (cont'd)
In the normal course of its business, the Company will have customers who, for a
number of reasons are unable to proceed with theater construction or wish to
modify the terms of an existing arrangement. There is typically deferred revenue
involved with these arrangements representing initial cash payments in advance
of the default, settlement or modification of the arrangement. Where there are
multiple elements involved in these arrangements, pursuant to the policies
discussed above, the total consideration to be received in these situations is
allocated to each individual element of the settlement or modification
arrangement based on the relative fair values of each element. Upon allocation
of value to each element, each element is accounted for based on applicable
revenue recognition criteria.
SHORT-TERM INVESTMENTS
The Company has short-term investments, which generally have maturities of more
than three months and less than one year from the date of purchase. The
short-term investments are classified as held to maturity based on the Company's
positive intent and ability to hold the securities to maturity. The Company
invests primarily in Canadian and U.S. government securities and commercial
paper rated "A1+" by Standard & Poor's and these investments are stated at
amortized cost, which approximates fair market value. Income related to these
securities is reported as a component of interest income. At March 31, 2005, the
Company had $11.0 million in U.S. government securities and $4.0 million
invested in commercial paper.
ACCOUNTS RECEIVABLE AND FINANCING RECEIVABLES
The allowance for doubtful accounts receivable and provision against the
financing receivables are based on the Company's assessment of the
collectibility of specific customer balances and the underlying asset value of
the equipment under lease where applicable. If there is a deterioration in a
customer's credit worthiness or actual defaults under the terms of the leases
are higher than the Company's historical experience, the Company's estimates of
recoverability for these assets could be adversely affected.
The evaluation of collectibility of customer accounts is typically done on an
individual account basis. If, based on an evaluation of accounts, the Company
concludes that it is probable that the customer will not be able to pay all
amounts due, the Company estimates the expected loss. In developing the
estimates for an allowance, the Company considers general and industry economic
and market conditions as well as other credit information available for the
customer. The Company only records recoveries of provisions when objective
verifiable evidence supports the change in the original provision.
INVENTORIES
In establishing the appropriate provisions for theater systems inventory,
management must make estimates of future events and conditions including the
anticipated installation dates for the current backlog of theater system
contracts, potential future signings, general economic conditions, technology
factors, growth prospects within the customers' ultimate marketplace and the
market acceptance of the Company's current and pending projection systems and
film library. If management estimates of these events and conditions prove to be
incorrect, it could result in inventory losses in excess of the provisions
determined to be adequate as at the balance sheet date.
FILM ASSETS
Estimates of ultimate revenues are prepared on a title by title basis and
reviewed regularly by management and revised where necessary to reflect the most
current information. Ultimate revenue for films includes estimates of revenues
over a period not to exceed 10 years following the date of initial release.
Page 28
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
SIGNIFICANT ACCOUNTING POLICIES (cont'd)
GOODWILL
The Company performs an impairment test on at least an annual basis and
additionally, whenever events or changes in circumstances suggest that the
carrying amount may not be recoverable. Impairment of goodwill is tested at the
reporting unit level by comparing the reporting unit's carrying amount,
including goodwill, to the fair value of the reporting unit. The fair values of
the reporting units are estimated using a discounted cash flows approach. If the
carrying amount of the reporting unit exceeds its fair value, then a second step
is performed to measure the amount of impairment loss, if any. Any impairment
loss would be expensed in the statement of operations.
FIXED ASSETS
Management reviews the carrying values of its fixed assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset might not be recoverable. In performing its review for recoverability,
management estimates the future cash flows expected to result from the use of
the asset and its eventual disposition. If the sum of the expected future cash
flows is less than the carrying amount of the asset, an impairment loss is
recognized. Measurement of impairment losses is based on the excess of the
carrying amount of the asset over the fair value calculated using discounted
expected future cash flows. If the actual future cash flows are less than the
Company's estimates, future earnings could be adversely affected.
TAX ASSET VALUATION
As at March 31, 2005, the Company had net deferred income tax assets of $6.3
million, comprised of tax credit carryforwards, net operating loss and capital
loss carryforwards and other deductible temporary differences, which can be
utilized to reduce either taxable income or taxes otherwise payable in future
years. The Company's management assesses realization of these net deferred
income tax assets based on all available evidence and has concluded that it is
more likely than not that these net deferred income tax assets will be realized.
Positive evidence includes, but is not limited to, the Company's historical
earnings, projected future earnings, contracted sales backlog at December 31,
2004, and the ability to realize certain deferred income tax assets through loss
and tax credit carryback strategies. If and when the Company's operations in
some jurisdictions were to reach a requisite level of profitability or where the
Company's future profitability estimates increase due to changes in positive
evidence, the Company would reduce all or a portion of the applicable valuation
allowance in the period when such determination is made. This would result in an
increase to reported earnings and a decrease to the Company's effective tax rate
in such period. However, if the Company's projected future earnings do not
materialize, or if the Company operates at a loss in certain jurisdictions, or
if there is a material change in actual effective tax rates or time period
within which the Company's underlying temporary differences become taxable or
deductible, the Company could be required to increase the valuation allowance
against all or a significant portion of the Company's deferred tax assets
resulting in a substantial increase to the Company's effective tax rate for the
period of the change and a material adverse impact on its operating results for
the period.
The Company is subject to ongoing tax examinations and assessments in various
jurisdictions. Accordingly, the Company may incur additional tax expense based
upon the outcomes of such matters. In addition, when applicable, the Company
adjusts tax expense to reflect both favorable and unfavorable examination
results. The Company's ongoing assessments of the probable outcomes of
examinations and related tax positions require judgement and can materially
increase or decrease its effective rate as well as impact operating results.
Page 29
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2004, FASB issued a revision to Financial Accounting Standards No.
123 ("FAS 123R"). FAS 123R is focused primarily on the accounting for
transactions in which a company obtains employee services in exchange for stock
options or share-based payments. Currently, the Company grants stock options to
their employees and discloses the pro forma effect of compensation expense for
these stock options. Under FAS 123R, the Company will be required to record this
compensation expense in the Company's results of operations. FAS 123R is
effective for the beginning of the first annual reporting period that begins
after June 15, 2005. The Company has evaluated the effect the adoption of FAS
123R and expects to adopt the pronouncement beginning on January 1, 2006. The
Company estimates that based on the currently issued options, and not including
any further grants which may occur in 2005, the compensation expense for the
year ended December 31, 2006 will approximate $0.6 million before taxes.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 VERSUS THREE MONTHS ENDED MARCH 31, 2004
The Company reported net earnings from continuing operations of $0.9 million or
$0.02 per share on a diluted basis for the first quarter of 2005, compared to
net loss from continuing operations of $1.1 million or $0.03 per share on a
diluted basis for the first quarter of 2004.
REVENUE
The Company's revenues for the first quarter of 2005 increased 26.2% to $31.4
million from $24.9 million in the same period last year.
Systems revenue increased to $22.1 million in the first quarter of 2005 from
$16.0 million in the first quarter of 2004, an increase of 38.0%. Revenue from
sales and leases increased to $16.5 million in the first quarter of 2005 from
$10.4 million in 2003, an increase of 58.9%. This increase was due to a greater
number of system recognitions, and higher revenue from consensual lease buyouts
in the period, partially offset by lower average revenue per system. The Company
recognized revenue on six theater systems in the first quarter of 2005, one of
which was an operating lease, versus two theater systems in the first quarter of
2004. Average sales and sales-type lease revenue per-system decreased in the
first quarter of 2005 versus the first quarter of 2004 by 33.0% primarily due to
the introduction of the Company's IMAX MPX projection system, and a difference
in the mix of projector systems recognized in each period as outlined in the
table below:
THREE MONTHS ENDED
MARCH 31,
-------------------
2005 2004
------ ------
IMAX 3D............................. 1 1
IMAX 3D SR.......................... 3 1
IMAX MPX............................ 2 -
-- --
6 2
== ==
Page 30
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
RESULTS OF OPERATIONS (cont'd)
THREE MONTHS ENDED MARCH 31, 2005 VERSUS THREE MONTHS ENDED MARCH 31, 2004
(cont'd)
REVENUE (cont'd)
The Company generally enters into multi-year system lease agreements with
customers that typically contain customer payment obligations prior to the
scheduled installation of the system. During the period of time between lease
signing and system installation, certain customers each year generally are
unable, or elect not, to proceed with system installation for a number of
reasons, including business considerations, or the inability to obtain certain
consents, approvals or financing. Once the determination is made that the
customer will not proceed with installation, the customer and the Company may
enter into a consensual lease buyout, whereby the parties are released from
their future obligations under the lease, the initial lease payments that the
customer previously made to the Company are recognized as revenue and the
geographic territory granted to the customer reverts to the Company. In
addition, since the introduction of its new IMAX MPX theater system in 2003, the
Company has agreed with several customers to terminate their existing lease
agreements which were in the Company's backlog and sign new MPX system
agreements. Amounts relating to settlement revenue for the first quarter in 2005
total $7.1 million compared to $4.5 million for the same period in 2004. The
settlement amounts are detailed as follows: $0.2 million in the first quarter of
2005 related to MPX conversion agreements compared to $1.6 million for the same
period in 2004 and $6.9 million in the first quarter of 2005 related to
consensual lease buyouts compared to $2.9 million for the same period in 2004.
No revenue was recognized in respect of terminations of agreements after
customer default in either the first quarter of 2005 or 2004. The Company
anticipates that while MPX backlog upgrades may continue as MPX systems continue
to prove popular with commercial customers, overall revenue from consensual
lease buyouts and terminations of agreements by customer default will likely
decrease throughout 2005 in comparison to 2004.
Ongoing rental revenue in the first quarter of 2005 increased 1.5% from the same
period in 2004 and maintenance revenue was the same in the both the first
quarters of 2005 and 2004. The Company expects to see an increase compared to
2004 in both ongoing rent and maintenance revenue as the Company's theater
network continues to grow in 2005.
Film revenues increased to $4.9 million in the first quarter of 2005 from $4.5
million in the first quarter of 2004. IMAX DMR revenues, which are revenues to
the Company generated from the gross box office performance of IMAX DMR films,
increased to $1.5 million in 2005 from less than $0.1 million in 2004. The
increase in DMR revenue was due to the continued successful performance of The
Polar Express: The IMAX 3D Experience and due to the March 2005 release of
Robots: The IMAX Experience. The increase in DMR revenues was partially offset
by a decrease in film distribution revenues, which are revenues related to the
release of films in the IMAX 15/70 library or new 15/70 productions to which the
Company has distribution rights. Film distribution revenues decreased to $2.1
million in the first quarter 2005 from $3.2 million in the first quarter 2004, a
decrease of 35.1%, primarily due to stronger performances in 2004 of NASCAR 3D:
The IMAX Experience and SANTA VS. THE SNOWMAN 3D. Film production and
post-production revenues increased to $1.4 million in the first quarter 2005
from $1.3 million in the first quarter 2004, an increase of 8.6% mainly due to
an increase third party business at the Company's post-production unit.
The Company intends to release, in conjunction with studios, five films in 2005,
including the already released Robots (March 2005), Batman Begins: The IMAX
Experience (June 2005), Charlie and The Chocolate Factory: The IMAX Experience
(July 2005), Magnificent Desolation 3D (September 2005) and Harry Potter and the
Goblet of Fire: The IMAX Experience (November 2005); the Company additionally
plans to re-release the hit film The Polar Express: The IMAX 3D Experience in
December.
Theater operations revenue increased to $3.8 million in the first quarter of
2005 from $3.7 million in the first quarter of 2004, primarily due to an
increase in the average ticket prices of 13.3% which were partially offset by an
overall decrease in attendance of 3.6%.
Page 31
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
RESULTS OF OPERATIONS (cont'd)
THREE MONTHS ENDED MARCH 31, 2005 VERSUS THREE MONTHS ENDED MARCH 31, 2004
(cont'd)
REVENUE (cont'd)
Other revenue decreased to $0.5 million in the first quarter of 2005 from $0.6
million in the first quarter of 2004, a decrease of 21.8%. Other revenue
primarily includes revenue generated from the Company's camera and rental
business and after market sales of projection system parts.
Based on the Company's expectation of 2005 system installations and its estimate
of films to be released throughout 2005, the Company believes it will continue
to see higher revenues in 2005 in comparison to 2004.
GROSS MARGIN
Gross margin in the first quarter of 2005 was $16.1 million, or 51.5% of total
revenue, compared to $12.4 million, or 49.7% of total revenue in the first
quarter of 2004. The increase in gross margins for 2005 is primarily due to a
combination of the recognition of six systems during the period, one of which
was an operating lease, and the margin impact of higher consensual lease buyouts
during the period. Average gross margin on sales and sales-type lease of
projection systems decreased in the first quarter of 2005 versus the same period
in 2004 by 42.3% primarily due to the difference in the mix of projector systems
recognized. Included in gross margin are amounts for the first quarter of 2005
related to consensual lease buyouts ($6.9 million and, MPX backlog upgrades
($0.2 million) (an aggregate $7.1 million, compared to $4.5 million in 2004).
The Company's film gross margin increased in the first quarter of 2005 by 54.3%.
During the first quarter of 2005, the Company and one of its studio partners
released Robots: The IMAX Experience. The Company's DMR gross margin and its
gross margin from the distribution of 15/70 library films and films to which the
Company has distribution rights were consistent with the same period in 2004.
The Company's film post-production unit gross margin increased mainly due to an
increase in third party business.
The Company's owned and operated theater gross margin decreased in the first
quarter of 2005 in comparison to the same period in 2004 as a result of higher
rental fees paid to third parties and lower sponsorship revenues.
The Company anticipates higher gross margins throughout 2005 in comparison to
2004 due to a combination of higher system installations and its DMR film
releases as commercial exhibitors continue to install new projection systems in
their multiplexes.
OTHER
Selling, general and administrative expenses were $10.2 million in the first
quarter of 2005 versus $8.3 million in the same period of 2004. Legal fees for
the first quarter of 2005 increased by $0.4 million as the Company settled or
pursued certain litigation matters. Compensation expense increased by $1.5
million in the first quarter of 2005 in comparison to the same period in 2004
due largely to a higher stock-based compensation charge in the current quarter
along with a higher Canadian dollar denominated salary expense due to the
strength of the Canadian dollar. In addition, the Company has slightly higher
staffing levels in the current year quarter due to a higher level of theatre
system signings and installations in the upcoming year. The Company recorded a
foreign exchange loss of $0.3 million in each of the first quarters of 2005 and
2004. The Company records foreign exchange translation gains and losses
primarily on a portion of its financing receivable balances which are
denominated in Canadian dollars, Euros and Japanese Yen.
Amortization of intangibles remained consistent at $0.2 million in each of the
first quarters of 2005 and 2004.
Page 32
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
RESULTS OF OPERATIONS (cont'd)
THREE MONTHS ENDED MARCH 31, 2005 VERSUS THREE MONTHS ENDED MARCH 31, 2004
(cont'd)
OTHER (cont'd)
Receivable provisions net of recoveries amounted to a net provision of $0.2
million in the first quarter of 2005 compared to a net recovery of $0.9 million
in the first quarter of 2004. The Company recorded an accounts receivable
provision of $0.3 million as compared to a recovery of $0.2 million in the first
quarter of 2004. There was a net recovery of $0.1 million in the first quarter
of 2005 on financing receivables as compared to a net recovery of $0.7 million
in the first quarter of 2004 due to favorable outcomes on lease amendments.
Interest income increased to $0.2 million in the first quarter of 2005 from $0.1
million in the first quarter of 2004 primarily due to higher average cash
balances and short-term investments, and overall higher yields.
Interest expense increased to $4.2 million in the first quarter of 2005 from
$4.1 million in the first quarter of 2004. Included in interest expense is the
amortization of deferred finance costs in the amount $0.3 million in the first
quarter of 2005 and $0.2 million for the first quarter of 2004. The Company's
policy is to defer and amortize all the costs relating to a debt financing over
the life of the debt instrument.
INCOME TAXES
The Company's effective tax rate differs from the statutory tax rate and will
vary from year to year primarily as a result of numerous permanent differences,
the Canadian manufacturing and processing profits deduction, investments 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 in the Company's valuation allowance based on
the Company's recoverability assessments of deferred tax assets, and favorable
or unfavorable resolution of various tax examinations. The income tax expense
(recovery) for the quarter is calculated by applying the estimated average
annual effective tax rate of 10% for the 2005 year to quarterly pre-tax income.
The first quarter of 2005 income tax recovery included a net $0.2 million refund
related to the favorable resolution of a tax audit in the period which was not
previously recorded. As of March 31, 2005, the Company had a gross deferred
income tax asset of $51.4 million, against which the Company is carrying a $45.1
million valuation allowance.
RESEARCH AND DEVELOPMENT
Research and development expenses were $0.7 million in the first quarter of 2005
versus $1.1 million in the first quarter of 2004. The lower level of expenses in
2005 primarily reflects research and development activities pertaining to the
Company's new IMAX MPX theater projection system which is now substantially
completed. Through research and development, the Company continues to design and
develop cinema-based equipment, software and other technologies to enhance its
product offering, including the continued enhancement of a method of generating
stereoscopic (3D) imaging data from a monoscopic (2D) source. The Company
believes that the motion picture industry will be affected by the development of
digital technologies, particularly in the areas of content creation (image
capture), post-production (editing and special effects), digital re-mastering
distribution and display. Consequently, the Company has made significant
investments in digital technologies, including the development of a proprietary,
patent-pending technology to digitally enhance image resolution and quality of
35mm motion picture films, and the conversion of monoscopic (2D) to stereoscopic
(3D) images and holds a number of patents, patents pending and intellectual
property rights in these areas. In addition, the Company holds numerous digital
patents in the large-format field of use. However, there can be no assurance
that the Company will be awarded patents covering its technology or that
competitors will not develop similar technologies.
Page 33
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
RESULTS OF OPERATIONS (cont'd)
THREE MONTHS ENDED MARCH 31, 2005 VERSUS THREE MONTHS ENDED MARCH 31, 2004
(cont'd)
GAIN (LOSS) ON RETIREMENT OF NOTES
During the first quarter of 2004, the Company recorded a loss of $0.8 million
related to costs associated with the redemption of $29.2 million of the
Company's Old Senior Notes. This transaction had the effect of fully
extinguishing the Old Senior Notes.
DISCONTINUED OPERATIONS
On December 23, 2003, the Company closed its owned and operated Miami IMAX
theater. The Company abandoned or removed all of its assets from the theater in
the first quarter of 2004. The Company is involved in a legal proceeding with
the landlord of the theater with respect to the amount owing to the landlord by
the Company for lease and guarantee obligations. The amount of loss to the
Company has been estimated as between $0.8 million and $2.3 million. The Company
paid out $0.8 million with respect to amounts owing to the landlord during 2003
and 2004. As the Company is uncertain as to the outcome of the proceeding, no
additional amount has been recorded. The Company recorded $nil in net earnings
from discontinued operations related to Miami IMAX theater in the first quarters
of 2005 and 2004.
Effective December 11, 2001, the Company completed the sale of its wholly-owned
subsidiary, Digital Projection International, including its subsidiaries
(collectively "DPI"), to a company owned by members of DPI management. As part
of the transaction, the Company restructured its advances to DPI, releasing DPI
from obligations to repay any amounts in excess of $12.7 million previously
advanced by the Company, and reorganized the remaining $12.7 million of debt
owing to the Company into two separate loan agreements. The loans receivable are
collateralized by fixed and floating charges over all DPI assets including
intellectual properties. One of the loans is convertible, upon the occurrence of
certain events, into shares representing 49% of the total share capital of DPI.
During the first quarter of 2005, the Company recognized $0.2 million (2004 -
$0.2 million) in income from discontinued operations for cash received. As of
March 31,2005 the remaining balance of the loans and interest receivable is
$13.6 million, which has been fully allowed for.
LIQUIDITY AND CAPITAL RESOURCES
CREDIT FACILITY
On February 6, 2004, the Company entered into a loan agreement for a secured
revolving credit facility (the "Credit Facility") The Credit Facility is a
three-year revolving credit facility with yearly renewal options thereafter,
permitting maximum aggregate borrowings of $20.0 million, subject to a borrowing
base calculation which includes the Company's financing receivables, and certain
reserve requirements and further reduced by outstanding letters of credit. The
Credit Facility bears interest at Prime + 0.25% per annum or Libor + 2.0% per
annum and is collateralized by a first priority security interest in all of the
current and future assets of the Company. The Credit Facility contains typical
affirmative and negative covenants, including covenants that restrict the
Company's ability to: incur certain additional indebtedness; make certain loans,
investments or guarantees; pay dividends; make certain asset sales; incur
certain liens or other encumbrances; conduct certain transactions with
affiliates and enter into certain corporate transactions or dissolve. In
addition, the Credit Facility contains customary events of default, including
upon an acquisition or a change of control that has a material adverse effect on
the Company's financial condition. The Credit Facility also requires the Company
to maintain a minimum level of earnings before interest, taxes, depreciation and
amortization, and cash collections. As at March 31, 2005, the Company has not
drawn down on the Credit Facility, however, it has issued letters of credit for
$6.2 million under the Credit Facility arrangement.
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IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
CASH AND CASH EQUIVALENTS
As at March 31, 2005, the Company's principal sources of liquidity included cash
and cash equivalents of $14.8 million, short-term investments of $15.0 million,
the Credit Facility, trade accounts receivable of $22.5 million and anticipated
collection from net investment in leases due in the next 12 months of $8.5
million. As at March 31, 2005, the Company had not drawn down any amounts under
the Credit Facility.
The Company believes that cashflow from operations together with existing cash
and borrowing available under the Credit Facility will be sufficient to meet
operating needs for the foreseeable future. However, the Company's operating
cashflow can be impacted if management's projections of future signings and
installations are not realized. The Company forecasts its short-term liquidity
requirements on a quarterly and annual basis. Since the Company's future
cashflows are based on estimates and there may be factors that are outside of
the Company's control, there is no guarantee the Company will continue to be
able to fund its operations through cash flows from operations. Under the terms
of the Company's typical theater system lease agreement, the Company receives
substantial cash payments before the Company completes the performance of its
obligations. Similarly, the Company receives cash payments for some of its film
productions in advance of related cash expenditures.
The Company's net cash provided by (used in) operating activities is impacted by
a number of factors, including the proceeds associated with new signings of
theater system lease and sale agreements in the year, the box office performance
of large format films distributed by the Company and/or exhibited in the
Company's theaters, increases or decreases in the Company's operating expenses,
and the level of cash collections received from its customers.
Cash provided by operating activities amounted to $0.1 million for the first
quarter of 2005. Changes in other non-cash operating assets as compared to
December 31, 2004 include an increase of $1.0 million in inventories, an
increase of $0.2 million in financing receivables, a $2.6 million increase in
accounts receivable and a $0.7 million increase in prepaid expenses which
relates to prepaid film print costs which will be expensed over the period to be
benefited. Changes in other non-cash operating liabilities as compared to
December 31, 2004 include an increase in deferred revenue of $3.7 million, an
increase in accounts payable of $1.2 million and a decrease of $4.1 million in
accrued liabilities. Included in accrued liabilities for the first quarter of
2005 were $0.2 million in film finance proceeds which are required to be spent
on a specific film project and an amount of $26.9 million in respect of accrued
pension obligations which are long-term in nature.
Cash used in investing activities amounted to $15.6 million in the first quarter
of 2005, which includes an increase in short-term investments of $15.0 million,
purchases of $0.3 million in fixed assets, an increase in other assets of $0.2
million and an increase in other intangible assets of $0.2 million.
Cash provided by financing activities in the first quarter of 2005 amounted to
$1.3 million due to the issuance of common shares through the exercise of stock
options.
Capital expenditures including the purchase of fixed assets and investments in
film assets were $2.4 million for the first quarter of 2005.
Cash provided by operating activities amounted to $5.7 million for the first
quarter 2004 and included a decrease in restricted cash balances of $3.7
million. Also, changes in other non-cash operating assets and liabilities
included an increase in deferred revenue of $1.8 million, and a decrease of $0.6
million in inventories. Cash used by investing activities for the first quarter
of 2004 amounted to $0.5 million, primarily consisting of $0.2 million invested
in fixed assets and $0.3 million invested in other assets. Cash used in
financing activities included a $29.2 million retirement of its Old Senior
Notes. The Company also received $0.2 million in cash on a note receivable from
a discontinued operation. Capital expenditures including the purchase of fixed
assets net of sales proceeds and investments in film assets were $0.2 million
for the first quarter of 2004.
Page 35
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
LETTERS OF CREDIT AND OTHER COMMITMENTS
As at March 31, 2005, the Company has letters of credit of $6.2 million
outstanding of which the entire balance has been secured by the Credit Facility.
In addition, the Company is required to expend $5.0 million towards the
production of a future motion picture title. The Company has expended $4.8
million of these funds as at March 31, 2005.
SENIOR NOTES DUE 2010
In November 2004, the Company completed an exchange offer wherein $159.0 million
of the Company's 9.625% senior notes due December 1, 2010 (the "Unregistered
Senior Notes") were exchanged for 9.625% senior notes registered under the
Securities Act of 1933, as amended (the "Registered Senior Notes"), pursuant to
a registration statement on Form S-4 that had been declared effective by the
Securities and Exchange Commission on September 30, 2004. Apart from the fact
that the Registered Senior Notes have been registered under the Securities Act,
the Unregistered Senior Notes and the Registered Senior Notes are substantially
identical and are referred to herein as the "Senior Notes". The Senior Notes are
unconditionally guaranteed, jointly and severally, by certain of the Company's
wholly-owned subsidiaries.
The terms of the Company's Senior Notes impose certain restrictions on its
operating and financing activities, including certain restrictions on the
Company's ability to: incur certain additional indebtedness; make certain
distributions or certain other restricted payments; grant liens; create certain
dividend and other payment restrictions affecting the Company's subsidiaries;
sell certain assets or merge with or into other companies; and enter into
certain transactions with affiliates. The Company believes these restrictions
will not have a material impact on its financial condition or results of
operations.
As at March 31, 2005, the Company had outstanding $159.0 million aggregate
principal of Registered Senior Notes and $1.0 million aggregate principal of
Unregistered Senior Notes.
OLD SENIOR NOTES DUE 2005
In December 1998, the Company issued $200.0 million of senior notes due December
1, 2005 bearing interest at a rate of 7.875% per annum (the "Old Senior Notes").
During 2003, the Company retired an aggregate of $47.2 million principal amount
of the Old Senior Notes and accrued interest of $0.7 million in exchange for the
issuance of 5,838,353 of its common shares at an average value of $8.28 per
share. The Company recorded additional charges of $0.3 million related to costs
associated with this retirement. These transactions had the effect of reducing
the principal amount of the Company's outstanding Old Senior Notes to $152.8
million. In December 2003, the Company completed a tender offer and consent
solicitation for its remaining $152.8 million of the Old Senior Notes. In
December 2003, $123.6 million in principal of the Old Senior Notes were redeemed
pursuant to the tender offer. Notice of Redemption for all remaining outstanding
Old Senior Notes was delivered on December 4, 2003 and the remaining $29.2 of
outstanding Old Senior Notes were redeemed on January 2, 2004. A loss of $0.8
million related to the retirement was recorded in 2004.
PENSION OBLIGATIONS
The Company has a defined benefit pension plan covering its two Co-Chief
Executive Officers. As at March 31, 2005, the Company had an unfunded and
accrued projected benefit obligation of approximately $26.9 million (December
31, 2004 - $25.9 million) in respect of this defined benefit pension plan. The
Company intends to use the proceeds of life insurance policies taken on its
Co-Chief Executive Officers to satisfy, in whole or in part, benefits due and
payable under the plan, although there can be no assurance that the Company will
ultimately do so.
Page 36
IMAX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (cont'd)
OFF-BALANCE SHEET ARRANGEMENTS
There are currently no off-balance sheet arrangements that have or are
reasonably likely to have a current or future material effect on the Company's
financial condition.
Page 37
IMAX CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE FACTORS ABOUT MARKET RISK
The Company is exposed to market risk from changes in foreign currency rates.
The Company does not use financial instruments for trading or other speculative
purposes.
A majority of the Company's revenue is denominated in U.S. dollars while a
significant portion of its costs and expenses is denominated in Canadian
dollars. A portion of the Company's net U.S. dollar flows is converted to
Canadian dollars to fund Canadian dollar expenses through the spot market. In
Japan, the Company has ongoing operating expenses related to its operations. Net
Japanese yen flows are converted to U.S. dollars through the spot market. The
Company also has cash receipts under leases denominated in Japanese yen, Euros
and Canadian dollars. The Company plans to convert Japanese yen and Euros lease
cash flows to U.S. dollars through the spot markets on a go-forward basis.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Co-Chief Executive Officers and Chief Financial Officer, after
evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d- 15(e)) as of the end of the period covered by this report, have
concluded that, as of the end of the period covered by this report, the
Company's disclosure controls and procedures were adequate and effective. The
Company will continue to periodically evaluate its disclosure controls and
procedures and will make modifications from time to time as deemed necessary to
ensure that information is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As of the end of the period covered by this report there was no change in the
Company's internal control over financial reporting that occurred during the
period covered by this report that has materially affected or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
Page 38
IMAX CORPORATION
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(a) In March 2001, a complaint was filed against the Company by Muvico
Entertainment, L.L.C. ("Muvico"), alleging misrepresentation and seeking
rescission in respect of the system lease agreements between the Company
and Muvico. The complaint was subsequently amended to add claims for fraud
based upon the same factual allegations underlying its prior claims. The
Company filed counterclaims against Muvico for breach of contract, unjust
enrichment, unfair competition and/or deceptive trade practices and theft
of trade secrets, and brought claims against MegaSystems, Inc.
("MegaSystems"), a large-format theater system manufacturer, for tortious
interference and unfair competition and/or deceptive trade practices and
to enjoin Muvico and MegaSystems from using the Company's confidential and
proprietary information. In May 2005, the parties reached agreement on the
settlement of all claims.
(b) In March 2005, the Company, together with Three-Dimensional Media Group,
Ltd. ("3DMG"), filed a complaint in the U.S. District Court for the
Central District of California, Western Division, against In-Three, Inc.
("In-Three") alleging patent infringement. The Company and 3DMG allege
that In-Three has deliberately infringed a patent which covers a
proprietary 2D-to-3D film conversion process. 3DMG owns the patent in
suit, under which the Company has an exclusive license in the theatrical
motion picture field. The Company and 3DMG are seeking a preliminary and
permanent injunction and damages. In April 2005, In-Three filed an Answer
denying infringement and asserting that the patent in suit is invalid.
In-Three also asserted counterclaims that seek declaratory relief,
unspecified damages or both for non-infringement, invalidity, false
advertising, false designation of origin, breach of contract, interference
with prospective economic advantage and/or unfair competition. The Company
will continue to vigorously pursue its claims and believes that the
allegations made by In-Three are without merit. The Company further
believes the amount of the loss, if any, suffered in connection with the
counterclaims would not have a material impact on the financial position
or results of operations of the Company, although no assurance can be
given with respect to the ultimate outcome of any such litigation.
(c) In November 2001, the Company filed a complaint with the District Court of
Munich against Big Screen, a German large-screen cinema owner in Berlin
("Big Screen"), demanding payment of rental payments and certain other
amounts owed to the Company. Big Screen has raised a defense based on
alleged infringement of German antitrust rules, relating mainly to an
allegation of excessive pricing. Big Screen had brought a number of
motions for restraining orders in this matter relating to the Company's
provision of films and maintenance, all of which have been rejected by the
courts, including the Berlin Court of Appeals, and for which all appeals
have been exhausted. The Company believes that all of the allegations in
Big Screen's individual defense are entirely without merit and will
accordingly continue to prosecute this matter vigorously. The Company
believes that the amount of the loss, if any, suffered in connection with
this dispute would not have a material impact on the financial position or
results of operations of the Company, although no assurance can be given
with respect to the ultimate outcome of any such litigation.
Page 39
IMAX CORPORATION
PART II OTHER INFORMATION (cont'd)
ITEM 1. LEGAL PROCEEDINGS (cont'd)
(d) In May, 2002, the Company filed a complaint with the District Court of
Nuremberg-Furth, Germany against Siewert Holding in Wuerzburg ("Siewert"),
demanding payment of rental obligations and other amounts owed to the
Company. Siewert raised a defense based on alleged infringement of German
antitrust rules. By judgement of December 20, 2002, the District Court
rejected the defense and awarded judgement in documentary proceedings in
favor of the Company and added further amounts that had fallen due.
Siewert applied for leave to appeal to the German Supreme Court on matters
of law, which was rejected by the German Supreme Court in March 2004.
Siewert subsequently made a partial payment of amounts awarded to the
Company. Siewert has filed follow up proceedings to the documentary
proceedings in the District Court, essentially repeating the claims
rejected in the documentary proceeding. On September 30, 2004, Siewert
filed for insolvency with the Local Court in Wuerzburg. To the extent the
lawsuit will be continued following the commencement of the insolvency
proceedings, the Company will continue to vigorously pursue its claims and
believes that the amount of loss, if any, suffered in connection with
these proceedings would not have a material impact on the financial
position or results of operations of the Company, although no assurance
can be given with respect to the ultimate outcome of any such litigation.
(e) In January 2004, the Company and IMAX Theatre Services Ltd., a subsidiary
of the Company, commenced an arbitration seeking damages of approximately
$3.7 million before the International Court of Arbitration of the
International Chambers of Commerce (the "ICC") with respect to the breach
by Electronic Media Limited ("EML") of its December 2000 agreement with
the Company. In April 2004, EML filed an answer and counterclaim seeking
the return of funds EML has paid to the Company, incidental expenses and
punitive damages. In June 2004, the Company commenced a related
arbitration before the ICC against EML's affiliate, E-CITI Entertainment
(I) PVT Limited ("E-Citi"), seeking $17.8 million as a result of E-Citi's
breach of a September 2000 lease agreement. E-Citi has responded to the
arbitration demand and has asserted several defenses, including that the
ICC does not have jurisdiction for the arbitration. The Company believes
that the allegations made by EML in its counterclaim are entirely without
merit and has requested that the counterclaim be dismissed on the basis
that EML has advised the ICC that it has insufficient funds to pay its
share of the arbitration costs. The Company believes that the amount of
loss, if any, suffered in connection with the arbitration would not have a
material impact on the financial position or results of operations of the
Company, although no assurance can be given with respect to the ultimate
outcome of any such litigation.
(f) In addition to the matters described above, the Company is currently
involved in other legal proceedings 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.
Page 40
IMAX CORPORATION
PART II OTHER INFORMATION (cont'd)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of the Company's shareholders held on April 13, 2005,
shareholders represented at the meeting voted on the following matters:
ELECTION OF DIRECTORS
By a vote by way of show of hands, Garth M. Girvan, David W. Leebron and Marc A.
Utay were elected as Class II directors of the Company for a term expiring in
2008. Management received proxies from the shareholders to vote for the three
directors nominated for election as follows:
Director Votes For Votes Withheld
- -------- ---------- --------------
Garth M. Girvan 31,280,107 765,052
David W. Leebron 31,942,039 103,120
Marc A. Utay 31,447,110 598,049
In addition to the foregoing directors, the following directors continued in
office: Neil S. Braun, Kenneth Copland, Michael Fuchs, Richard L. Gelfond, and
Bradley J. Wechsler.
APPOINTMENT OF AUDITOR
By a vote by way of show of hands, PricewaterhouseCoopers, LLP ("PwC") were
appointed auditors of the Company to hold office until the next annual meeting
of shareholders and authorizing the directors to fix their remuneration.
Management received proxies from the shareholders to vote for the re-appointment
of PwC as follows:
Votes For Votes Withheld
---------- --------------
Appointment of Auditor 31,899,200 74,507
ITEM 6. EXHIBITS
(a) EXHIBITS
31.1 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Bradley J. Wechsler.
31.2 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Richard L. Gelfond.
31.3 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Francis T. Joyce.
32.1 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Bradley J. Wechsler.
32.2 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Richard L. Gelfond.
32.3 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002,
dated May 5, 2005, by Francis T. Joyce
Page 41
IMAX CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMAX CORPORATION
Date: May 5, 2005 By: /s/ Francis T. Joyce
--------------------
Francis T. Joyce
Chief Financial Officer
(Principal Financial Officer)
Date: May 5, 2005 By: /s/ Kathryn A. Gamble
----------------------
Kathryn A. Gamble
Vice President, Finance, Controller
(Principal Accounting Officer)
Page 42