8-K
false 0000921582 0000921582 2020-04-30 2020-04-30 0000921582 dei:OtherAddressMember 2020-04-30 2020-04-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 30, 2020

Date of report (Date of earliest event reported)

 

IMAX Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Canada

 

001-35066

 

98-0140269

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

2525 Speakman Drive

Mississauga, Ontario, Canada L5K 1B1

(905) 403-6500

 

902 Broadway, Floor 20

New York, New York, USA 10010

(212) 821-0100

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, no par value

 

IMAX

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company  

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

 

 


Item 2.02 Results of Operations and Financial Condition

On April 30, 2020, IMAX Corporation (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended March 31, 2020, a copy of which is attached as Exhibit 99.1.

The information in this current report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.

   

Description

         
 

99.1

   

Press Release dated April 30, 2020.

         
 

104

   

Cover Page Interactive Data File (formatted as inline XBRL).

2


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 hereunto duly authorized.

 

 

IMAX Corporation

 

 

(Registrant)

             

Date: April 30, 2020

 

 

By:

 

/s/ Richard L. Gelfond

 

 

Name:

 

Richard L. Gelfond

 

 

Title:

 

Chief Executive Officer & Director

3

EX-99.1

Exhibit 99.1

 

LOGO

IMAX CORPORATION REPORTS FIRST QUARTER

2020 RESULTS

HIGHLIGHTS

 

   

A solid balance sheet and ample cash puts the Company in a strong position to operate through this historic period of COVID-19-driven theater closures

 

   

In response to COVID-19, the Company has implemented cost reductions and drew on its revolver, ending the quarter with $352.3 million in consolidated cash and its $300 million revolver fully drawn

 

   

The Company estimates a monthly cash burn rate of approximately $10 million and remains confident in its ability to operate through an extended business shut down and a zero revenue environment

 

   

First quarter 2020 revenue decreased 56.5% versus 2019 to $34.9 million

 

   

First quarter 2020 net (loss) attributable to common shareholders was ($49.4) million. Non-GAAP adjusted EBITDA (loss) was ($4.4) million versus $28.5 million in the prior-year period

 

   

The Company is actively preparing to reopen to what is projected to be an IMAX-friendly second-half release slate

 

     Three Months Ended
March 31,
 
In millions except per share data    2020     2019     YoY %  
                 Change  

Total Revenue

   $     34.9     $     80.2       (56.5 %) 

Gross Margin

   $ 5.1     $ 45.1       (88.7 %) 

Gross Margin (%)

     14.6     56.3  

Net (Loss) Income(1)

   $ (49.4   $ 8.3       N/A  

Diluted Net (Loss) Income Per Share(1)

   $ (0.82   $ 0.13       N/A  

Adj. Net (Loss) Income Per Share(1)(2)

   $ (0.48   $ 0.18       N/A  

Adjusted EBITDA(2)

   $ (4.4   $ 28.5       N/A  

Adj. EBITDA Margin (%)(2)

     (13.1 %)      39.8     N/A  

(1) Attributable to common shareholders

(2) Non-GAAP Financial Measure

      

Note: For the definition and reconciliations of reported results to non-GAAP financial results, please refer to the discussion of non-GAAP financial measures at the end of this earnings release.

NEW YORK – April 30, 2020 IMAX Corporation (NYSE:IMAX) today reported first quarter 2020 revenues of $34.9 million, gross margin of $5.1 million, and a net (loss) attributable to common shareholders of ($49.4) million, or ($0.82) per diluted share. First quarter non-GAAP adjusted net loss attributable to common shareholders was ($28.7) million, or ($0.48) per diluted share. For reconciliations of reported results to non-GAAP financial results, please see the end of this press release.

 

1


The closure of substantially all of the Company’s theater network due to the global outbreak of the COVID-19 pandemic drove results down in the first quarter. Also contributing to the Company’s first quarter loss was a $10.2 million provision for credit losses on its theater receivables as a result of the current pandemic-related challenges facing the exhibition industry. In addition, the Company’s results include a deferred income tax charge of $19.7 million ($13.7 million attributable to common shareholders or $0.23 per share) related to its decision in the first quarter of 2020 to no longer indefinitely reinvest historical earnings from its Chinese business. The Company had previously planned to keep these funds overseas and, as a result, was not required to accrue withholding taxes. The change in IMAX China’s plans reflect its desire for increased capital allocation flexibility to repatriate cash from the Chinese mainland including for payment of dividends to shareholders including IMAX Corporation.

“IMAX is uniquely positioned to manage through a temporary shutdown of theaters as a result of strategic planning which led to our strong financial position, valuable brand, and vast global footprint. With our strong cash balance and continued cost discipline, we believe that we will be ready to program our network, accelerate our theater business, and once again bring audiences the world’s most immersive entertainment experience when ready,” said IMAX CEO Richard L. Gelfond.

“When global economies restart, and theaters reopen, we believe audiences will turn to strong, trusted brands like IMAX. In 2019, IMAX delivered a record year across global, international, and local language box office — underscoring the strength of our brand and product offering throughout an increasingly diverse geographic footprint.”

“We are working closely with our studio partners to reshape our slate in the second half of 2020 and into 2021 — a period that is now scheduled to see an impressive offering of marquee blockbuster films. Operationally, we are focused on ensuring that we can support this rich content pipeline with our proprietary post-production process and our enhanced marketing capabilities.”

“We continue to monitor the situation and carefully plan for the reopening of theaters in China when it is safe. We look forward to circumstances continuing to improve in the market and meeting strong audience demand for immersive filmmaking and entertainment experiences.”

“Above all, we are focused on the safety and well-being of our employees and our audiences. Our thoughts remain with those impacted by this pandemic around the world, as we continue to support the efforts of local governments and our industry to prioritize public health.”

First Quarter Segment Results(1)

 

     IMAX Technology Network      IMAX Technology Sales and
Maintenance
 
     Revenue     Gross
Margin
    Gross
Margin
%
     Revenue     Gross
Margin
    Gross
Margin
%
 

1Q20

   $   16.6     $ 2.8       17.0    $ 15.1     $ 4.7       31.3

1Q19

     46.0         31.7         68.9        30.1         13.1         43.5

% change

     (63.9 %)      (91.1 %)         (49.9 %)      (63.9 %)   

(1) Please refer to the Company’s Form 10-Q for the period ended March 31, 2020 for additional segment information.

 

2


IMAX Technology Network

 

   

IMAX Technology Network revenues decreased 63.9% to $16.6 million in the first quarter of 2020, compared to $46.0 million in the prior-year period. The decline in revenue was driven by a 62.9% decrease in IMAX global box office connected to COVID-19-related theater closures.

 

   

Total gross margin for the IMAX Technology Network business was 17.0% in the most recent quarter, compared to 68.9% in the prior-year period. The year-over-year decrease in total gross margin was primarily driven by lower revenue.

IMAX Technology Sales and Maintenance

 

   

IMAX Technology Sales and Maintenance revenues decreased 49.9% to $15.1 million in the first quarter of 2020, compared with $30.1 million in the prior year period.

 

   

Total gross margin for IMAX Technology Sales and Maintenance was 31.3% compared to 43.5% in the prior year period. The year-over-year decline in total gross margin was primarily driven by fewer sales and sales-type leases due to COVID-19 related delays in theater installations and lower maintenance revenue as such services were not able to be provided while theaters are closed.

Cash Balances and Outstanding Debt

Total cash and cash equivalents as of March 31, 2020 was $352.3 million. Total debt was $300.0 million as of March 31, 2020 and represented an increase compared to $18.2 million as of December 31, 2019. As of March 31, 2020, the Company’s $300.0 million credit facility due June 28, 2023 was drawn in its entirety.

Share Count and Capital Return

 

   

The weighted average diluted shares outstanding at the end of the first quarter of 2020 declined 1.9% to 60.4 million, compared to 61.6 million in first quarter 2019, due primarily to share repurchase activity. During the quarter, a total of 2.5 million shares were repurchased at an average price of $14.72 for a total value of approximately $36.6 million. A total of $89.4 million remains available under the Company’s outstanding share repurchase authorization, which expires in June 2020.

 

   

During the first quarter of 2020, IMAX China repurchased a total of 480.6 thousand shares at an average price of $1.85 for a total value of approximately $890.8 thousand.

Supplemental Materials

For more information about the Company’s results, please refer to the IMAX Investor Relations website located at investors.imax.com.

Investor Relations Website and Social Media

On a weekly basis, the Company posts quarter-to-date box office results on the IMAX Investor Relations website located at investors.imax.com. The Company expects to provide such updates on Friday of each week, although the Company may change this timing without notice. Results will be displayed with a one-week lag.

The information posted on the Company’s corporate and Investor Relations website may be deemed material to investors. Accordingly, investors, media and others interested in the Company should monitor the Company’s website in addition to the Company’s press releases, SEC filings and public conference calls and webcasts.

 

3


Conference Call

The Company will host a conference call today at 8:30AM ET to discuss its first quarter 2020 financial results. This call is being webcast by PGI and can be accessed at investors.imax.com. To access the call via telephone, interested parties in the US and Canada should dial (800) 458-4148 approximately 5 to 10 minutes before the call begins. Other international callers should dial (647) 484-0477. The conference ID for the call is 2512506. A replay of the call will be available via webcast at investors.imax.com or via telephone by dialing (888) 203-1112 (US and Canada), or (647) 436-0148 (international). The Conference ID for the telephone replay is 2512506.

About IMAX Corporation

IMAX, an innovator in entertainment technology, combines proprietary software, architecture and equipment to create experiences that take you beyond the edge of your seat to a world you’ve never imagined. Top filmmakers and studios are utilizing IMAX theaters to connect with audiences in extraordinary ways, and, as such, IMAX’s network is among the most important and successful theatrical distribution platforms for major event films around the globe.

IMAX is headquartered in New York, Toronto, and Los Angeles, with additional offices in London, Dublin, Tokyo, and Shanghai. As of March 31, 2020, there were 1,616 IMAX theater systems (1,526 commercial multiplexes, 14 commercial destinations, 76 institutional) operating in 81 countries and territories. Shares of IMAX China Holding, Inc., a subsidiary of IMAX Corp., trade on the Hong Kong Stock Exchange under the stock code “HK.1970.”

IMAX®, IMAX® 3D, IMAX DMR®, Experience It In IMAX®, An IMAX 3D Experience®, The IMAX Experience®, and IMAX nXos® are trademarks of IMAX Corporation. More information about the Company can be found at www.imax.com. You may also connect with IMAX on Instagram (https://www.instagram.com/imax), Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).

For additional information please contact:

 

Investors:

IMAX Corporation, New York

Brett Harriss

212-821-0187

bharriss@IMAX.com

  

Media:

IMAX Corporation, New York

Mark Jafar

212-821-0102

mjafar@imax.com

###

 

4


Forward-Looking Statements

This earnings release contains forward looking statements that are based on IMAX management’s assumptions and existing information and involve certain risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by such forward looking statements. Important factors that could affect these statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), business and technology strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of business, operations and technology, plans and references to the future success of IMAX Corporation together with its consolidated subsidiaries (the “Company”) and expectations regarding the Company’s future operating, financial and technological results. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; risks related to the Company’s growth and operations in China, including the adverse impact of the coronavirus outbreak in China; the performance of IMAX DMR® films; the signing of theater system agreements; conditions, changes and developments in the commercial exhibition industry; risks related to currency fluctuations; the potential impact of increased competition in the markets within which the Company operates; competitive actions by other companies; the failure to respond to change and advancements in digital technology; risks relating to recent consolidation among commercial exhibitors and studios; risks related to new business initiatives; conditions in the in-home and out-of-home entertainment industries; the opportunities (or lack thereof) that may be presented to and pursued by the Company; risks related to cyber-security and data privacy; risks related to the Company’s inability to protect the Company’s intellectual property; general economic, market or business conditions; the failure to convert theater system backlog into revenue; changes in laws or regulations; the failure to fully realize the projected cost savings and benefits from any of the Company’s restructuring initiatives; the impact of COVID-19 on our financial condition and results of operations and on the businesses of our customers and exhibitor partners; and other factors, many of which are beyond the control of the Company. These factors, other risks and uncertainties and financial details are discussed in IMAX’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Primary Reporting Groups

The Company has the following reportable segments: (i) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) New Business Initiatives; (vii) Film Distribution; and (viii) Film Post-production. The Company organizes its reportable segments into the following four categories, identified by the nature of the product sold or service provided:

 

  (i)

IMAX Technology Network, which earns revenue based on contingent box office receipts and includes the IMAX DMR segment and contingent rent from the Joint Revenue Sharing Arrangement (“JRSA”) segment;

 

  (ii)

IMAX Technology Sales and Maintenance, which includes results from the IMAX Systems, IMAX Maintenance and Other Theater Business segments, as well as fixed revenues from the JRSA segment;

 

  (iii)

New Business Initiatives, which is a segment that includes activities related to the exploration of new lines of business and new initiatives outside of the Company’s core business; and

 

  (iv)

Film Distribution and Post-production, which includes activities related to the distribution of films primarily for the Company’s institutional theater partners (through the Film Distribution segment) and the provision of film post-production and quality control services (through the Film Post-production segment).

 

5


Non-GAAP Financial Measures

In this release, the Company presents adjusted net (loss) income attributable to common shareholders and adjusted net (loss) income attributable to common shareholders per diluted share, EBITDA, Adjusted EBITDA per Credit Facility, Adjusted EBITDA margin, free cash flow and return on invested capital as supplemental measures of the Company’s performance, which are not recognized under U.S. GAAP. Adjusted net (loss) income attributable to common shareholders and adjusted net (loss) income attributable to common shareholders per diluted share exclude, where applicable: (i) share-based compensation; (ii) exit costs, restructuring charges and associated impairments, and (iii) changes in the fair value of equity investments, as well as the related tax impact of these adjustments, and (iv) income tax expense related to the removal of the indefinitely reinvested assertion on the historical earnings of certain subsidiaries.

The Company believes that these non-GAAP financial measures are important supplemental measures that allow management and users of the Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods without the after-tax impact of share-based compensation and certain unusual charges to net (loss) income attributable to common shareholders. Although share-based compensation is an important aspect of the Company’s employee and executive compensation packages, it is a non-cash expense and is excluded from certain internal business performance measures.

In addition to the non-GAAP financial measures discussed above, management also uses “EBITDA,” as such term is defined in the Company’s credit agreement, and which is referred to herein as “Adjusted EBITDA per Credit Facility.” As allowed by the Company’s credit agreement, Adjusted EBITDA per Credit Facility includes adjustments in addition to the exclusion of interest, taxes, depreciation and amortization. Accordingly, this non-GAAP financial measure is presented to allow a more comprehensive analysis of the Company’s operating performance and to provide additional information with respect to the Company’s compliance against its credit agreement requirements in the current period. In addition, the Company believes that Adjusted EBITDA per Credit Facility presents relevant and useful information widely used by analysts, investors and other interested parties in the Company’s industry to evaluate, assess and benchmark the Company’s results.

EBITDA is defined as net (loss) income excluding (i) interest income (expense), net; (ii) income tax provision (benefit); and (iii) depreciation and amortization. Adjusted EBITDA per Credit Facility is defined as EBITDA excluding: (i) gain (loss) from equity accounted investments; (ii) stock and other non-cash compensation; (iii) exit costs, restructuring charges and associated impairments; (iv) change in fair value of equity investment; (v) write-downs, net of recoveries, including asset impairments and receivable provisions; and (vi) adjusted EBITDA attributable to non-controlling interests.

Free cash flow is defined as cash provided by operating activities minus cash used in investing activities (from the condensed consolidated statements of cash flows). Cash provided by operating activities consist of net income, plus depreciation and amortization, plus the change in deferred income taxes, plus other non-cash items, plus changes in working capital, less investment in film assets, plus other changes in operating assets and liabilities. Cash used in investing activities includes capital expenditures, acquisitions and other cash used in investing activities. Management views free cash flow, a non-GAAP measure, as a measure of the Company’s after-tax cash flow available to reduce debt, add to cash balances, and fund other financing activities. Free cash flow does not represent residual cash flow available for discretionary expenditures. A reconciliation of cash provided by operating activities to free cash flow is presented below.

 

6


These non-GAAP measures may not be comparable to similarly titled amounts reported by other companies. Additionally, the non-GAAP financial measures used by the Company should not be considered as a substitute for, or superior to, the comparable GAAP amounts.

Signings and Installations

 

 

     Three Months
Ended March 31,
 
Theater System Signings:    2020     2019  

Full new sales and sales-type lease arrangements

     2       9  

New hybrid joint revenue sharing lease arrangements

     —         3  

New traditional joint revenue sharing arrangements

     2       2  
  

 

 

   

 

 

 

Total new IMAX Theater Systems

     4       14  

Upgrades of IMAX Theater Systems

     11       9  
  

 

 

   

 

 

 

Total IMAX Theater System signings

     15       23  
  

 

 

   

 

 

 
     Three Months
Ended March 31,
 
Theater System Installations:    2020     2019  

Full new sales and sales-type lease arrangements

     2       6  

New hybrid joint revenue sharing lease arrangements

     1       4  

New traditional joint revenue sharing arrangements

     2       4  
  

 

 

   

 

 

 

Total new IMAX Theater Systems

     5       14  

Upgrades of IMAX theater systems

     7       3  
  

 

 

   

 

 

 

Total IMAX Theater System installations

     12       17  
  

 

 

   

 

 

 
     Three Months
Ended March 31,
 
Theater Sales Backlog:    2020     2019  

Sales and sales-type lease arrangements

     180       182  

Joint revenue sharing arrangements

    

Hybrid lease arrangements

     138       117  

Traditional arrangements

     215  (1)      272  (1) 
  

 

 

   

 

 

 

Total IMAX Theater System backlog

     533       571  
  

 

 

   

 

 

 
     Three Months
Ended March 31,
 
IMAX Theater System Network:    2020     2019  

Commercial Multiplex Theaters:

    

Sales and sales-type lease arrangements

     659       611  

Hybrid joint revenue sharing lease arrangements

     136       128  

Traditional joint revenue sharing lease arrangements

     731       681  
  

 

 

   

 

 

 

Total Commercial Multiplex Theaters

     1,526       1,420  

Commercial Destination Theaters

     14       14  

Institutional Theaters

     76       80  
  

 

 

   

 

 

 

Total IMAX Theater System network

     1,616       1,514  
  

 

 

   

 

 

 

 

  (1)

Includes 34 IMAX Theater Systems where the customer has the option to convert from joint revenue sharing arrangements to a sales arrangement (2019 — 46).

 

7


IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

     Three Months Ended  
     March 31,  
     2020     2019  

Revenues(1)

    

Technology sales

   $ 5,662     $  15,200  

Image enhancement and maintenance services

     20,721       44,147  

Technology rentals

     5,971       18,170  

Finance income

     2,548       2,681  
  

 

 

   

 

 

 
     34,902       80,198  
  

 

 

   

 

 

 

Costs and expenses applicable to revenues(1)

    

Technology sales

     3,869       9,435  

Image enhancement and maintenance services

     17,816       19,243  

Technology rentals

     8,131       6,380  
  

 

 

   

 

 

 
     29,816       35,058  
  

 

 

   

 

 

 

Gross margin

     5,086       45,140  

Selling, general and administrative expenses

     28,636       27,649  

Research and development

     2,200       1,136  

Amortization of intangibles

     1,321       1,075  

Credit loss expense

     10,217       431  

Asset impairments

     1,151        

Exit costs, restructuring charges and associated impairments

           850  
  

 

 

   

 

 

 

(Loss) Income from operations

     (38,439     13,999  

Change in fair value of equity securities

     (4,539     2,491  

Retirement benefits non-service expense

     (116     (160

Interest income

     365       570  

Interest expense

     (648     (681
  

 

 

   

 

 

 

(Loss) income before taxes

     (43,377     16,219  

Income tax expense

     (15,505     (3,648

Equity in losses of investees, net of tax

     (529     (84
  

 

 

   

 

 

 

Net (loss) income

     (59,411     12,487  

Less: Net loss (income) attributable to non-controlling interests

     10,057       (4,222
  

 

 

   

 

 

 

Net (loss) income attributable to common shareholders

   $ (49,354   $ 8,265  
  

 

 

   

 

 

 

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

 

 

Net (loss) income per share – basic and diluted

   $ (0.82   $ 0.13  
  

 

 

   

 

 

 

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

    

Basic

     60,418       61,377  

Fully Diluted

     60,418       61,559  

Additional Disclosure:

    

Depreciation and amortization(2)

   $ 15,252     $ 14,211  

 

(1)

In the first quarter of 2020, the Company updated certain account names within revenues and costs and expenses applicable to revenues in its Condensed Consolidated Statements of Operations to better reflect the nature of its business activities.

(2)

Includes $0.1 million of amortization of deferred financing costs charged to interest expense for the three months ended March 31, 2020, respectively (2019 – $0.1 million, respectively).

 

8


IMAX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

In accordance with United States Generally Accepted Accounting Principles

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

(Unaudited)

 

     March 31,     December 31,  
     2020     2019  

Assets

    

Cash and cash equivalents

   $ 352,277     $ 109,484  

Accounts receivable, net of allowance for credit losses

     64,818       99,513  

Financing receivables, net of allowance for credit losses

     121,112       128,038  

Variable consideration receivable from contracts, net of allowance for credit losses

     38,694       40,040  

Inventories

     61,635       42,989  

Prepaid expenses

     11,558       10,237  

Film assets

     15,645       17,921  

Property, plant and equipment

     294,361       306,849  

Investment in equity securities

     11,131       15,685  

Other assets

     24,559       25,034  

Deferred income tax assets

     37,967       23,905  

Other intangible assets

     29,542       30,347  

Goodwill

     39,027       39,027  
  

 

 

   

 

 

 

Total assets

   $ 1,102,326     $ 889,069  
  

 

 

   

 

 

 

Liabilities

    

Bank indebtedness

   $ 298,355     $ 18,229  

Accounts payable

     25,296       20,414  

Accrued and other liabilities

     111,850       112,779  

Deferred revenue

     103,267       94,552  

Deferred income tax liabilities

     19,681        
  

 

 

   

 

 

 

Total liabilities

     558,449       245,974  
  

 

 

   

 

 

 

Commitments and contingencies

    

Non-controlling interests

     5,500       5,908  
  

 

 

   

 

 

 

Shareholders' equity

    

Capital stock common shares – no par value. Authorized – unlimited number.
58,878,749 issued and 58,786,752 outstanding (December 31, 2019 — 61,362,872 issued and 61,175,852 outstanding)

     405,583       423,386  

Less: Treasury stock, 91,957 shares at cost (December 31, 2019 – 187,020)

     (1,419     (4,038

Other equity

     168,892       171,789  

Accumulated deficit

     (108,428     (40,253

Accumulated other comprehensive loss

     (5,759     (3,190
  

 

 

   

 

 

 

Total shareholders' equity attributable to common shareholders

     458,869       547,694  

Non-controlling interests

     79,508       89,493  
  

 

 

   

 

 

 

Total shareholders' equity

     538,377       637,187  
  

 

 

   

 

 

 

Total liabilities and shareholders' equity

   $ 1,102,326     $ 889,069  
  

 

 

   

 

 

 

 

9


IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

 

     Three Months Ended  
     March 31,  
     2020     2019  

Cash provided by (used in):

    

Operating Activities

    

Net (loss) income

   $ (59,411   $ 12,487  

Adjustments to reconcile net (loss) income to cash from operating activities:

    

Depreciation and amortization

     15,252       14,211  

Credit loss expense

     10,217       431  

Write-downs

     4,403       266  

Deferred income tax expense

     5,627       688  

Share and other non-cash compensation

     4,309       4,524  

Unrealized foreign currency exchange loss (gain)

     223       (24

Change in fair value of equity securities

     4,539       (2,491

Equity in losses of investees

     529       84  

Investment in film assets

     (3,064     (3,740

Changes in other non-cash operating assets and liabilities

     23,342       (27,105
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     5,966       (669
  

 

 

   

 

 

 

Investing Activities

    

Purchase of property, plant and equipment

     (271     (2,237

Investment in joint revenue sharing equipment

     (1,580     (9,716

Acquisition of other intangible assets

     (862     (540

Investment in equity securities

           (15,153
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,713     (27,646
  

 

 

   

 

 

 

Financing Activities

    

Increase in bank indebtedness

     280,000       35,000  

Repayment of bank indebtedness

           (15,000

Settlement of restricted share units and options

     (1,667     (4,987

Treasury stock repurchased for future settlement of restricted share units

     (1,419     (4,207

Repurchase of common shares, IMAX China

     (891     (1,767

Taxes withheld and paid on employee stock awards vested

     (236     (219

Common shares issued – stock options exercised

           803  

Repurchase of common shares

     (36,624      
  

 

 

   

 

 

 

Net cash provided by financing activities

     239,163       9,623  
  

 

 

   

 

 

 

Effects of exchange rate changes on cash

     377       186  
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents during period

     242,793       (18,506

Cash and cash equivalents, beginning of period

     109,484       141,590  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 352,277     $ 123,084  
  

 

 

   

 

 

 

 

10


     Three Months Ended  
     March 31,  
     2020     2019  

Revenue

    

IMAX Technology Network

    

IMAX DMR

   $ 10,629     $ 27,950  

Joint revenue sharing arrangements, contingent rent

     5,971       18,044  
  

 

 

   

 

 

 
     16,600       45,994  
  

 

 

   

 

 

 

IMAX Technology Sales and Maintenance

    

IMAX Systems

     5,688       13,026  

Joint revenue sharing arrangements, fixed fees

     770       2,539  

IMAX Maintenance

     7,370       12,951  

Other Theater Business

     1,263       1,626  
  

 

 

   

 

 

 
     15,091       30,142  
  

 

 

   

 

 

 

New Business Initiatives

     478       834  

Film Distribution and Post-Production

     2,494       2,662  
  

 

 

   

 

 

 
     34,663       79,632  
  

 

 

   

 

 

 

Other

     239       566  
  

 

 

   

 

 

 

Total revenues

   $ 34,902     $ 80,198  
  

 

 

   

 

 

 

Gross Margin

    

IMAX Technology Network

    

IMAX DMR(1)

   $ 4,443     $ 19,775  

Joint revenue sharing arrangements, contingent rent(1)

     (1,618     11,935  
  

 

 

   

 

 

 
     2,825       31,710  
  

 

 

   

 

 

 

IMAX Technology Sales and Maintenance

    

IMAX Systems(1)

     3,176       7,052  

Joint revenue sharing arrangements, fixed fees(1)

     179       295  

IMAX Maintenance

     759       5,281  

Other Theater Business

     610       475  
  

 

 

   

 

 

 
     4,724       13,103  
  

 

 

   

 

 

 

New Business Initiatives

     361       619  

Film Distribution and Post-Production(1)

     (1,935     (25
  

 

 

   

 

 

 
     5,975       45,407  
  

 

 

   

 

 

 

Other

     (889     (267
  

 

 

   

 

 

 

Total Segment Margin

   $ 5,086     $ 45,140  
  

 

 

   

 

 

 

IMAX DMR gross margin includes marketing costs of $2.4 million for the three months ended March 31, 2020 (2019 — $3.9 million). JRSA gross margin includes advertising, marketing and commission expense of $0.5 million for the three months ended March 31, 2020 (2019 — expense of $0.1 million). IMAX Systems gross margin includes marketing and commission costs of $0.2 million for the three months ended March 31, 2020 (2019 — $0.5 million). Film Distribution segment gross margin includes marketing expense of $0.2 million for the three months ended March 31, 2020 (2019 — expense of $0.6 million).

 

11


IMAX CORPORATION

OTHER INFORMATION

(in thousands of U.S. dollars)

Non-GAAP Financial Measures:

In this release, the Company presents adjusted net (loss) income attributable to common shareholders and adjusted net (loss) income attributable to common shareholders per diluted share, EBITDA, Adjusted EBITDA per Credit Facility, Adjusted EBITDA margin, free cash flow and return on invested capital as supplemental measures of the Company’s performance, which are not recognized under U.S. GAAP. Adjusted net (loss) income attributable to common shareholders and adjusted net (loss) income attributable to common shareholders per diluted share exclude, where applicable: (i) share-based compensation; (ii) exit costs, restructuring charges and associated impairments, and (iii) changes in the fair value of equity investments, as well as the related tax impact of these adjustments, and (iv) income tax expense related to the removal of the indefinitely reinvested assertion on the historical earnings of certain subsidiaries.

The Company believes that these non-GAAP financial measures are important supplemental measures that allow management and users of the Company’s financial statements to view operating trends and analyze controllable operating performance on a comparable basis between periods without the after-tax impact of share-based compensation and certain unusual charges to net (loss) income attributable to common shareholders. Although share-based compensation is an important aspect of the Company’s employee and executive compensation packages, it is a non-cash expense and is excluded from certain internal business performance measures.

In addition to the non-GAAP financial measures discussed above, management also uses “EBITDA,” as such term is defined in the Company’s credit agreement, and which is referred to herein as “Adjusted EBITDA per Credit Facility.” As allowed by the Company’s credit agreement, Adjusted EBITDA per Credit Facility includes adjustments in addition to the exclusion of interest, taxes, depreciation and amortization. Accordingly, this non-GAAP financial measure is presented to allow a more comprehensive analysis of the Company’s operating performance and to provide additional information with respect to the Company’s compliance against its credit agreement requirements in the current period. In addition, the Company believes that Adjusted EBITDA per Credit Facility presents relevant and useful information widely used by analysts, investors and other interested parties in the Company’s industry to evaluate, assess and benchmark the Company’s results.

EBITDA is defined as net (loss) income excluding (i) interest income (expense), net; (ii) income tax provision (benefit); and (iii) depreciation and amortization. Adjusted EBITDA per Credit Facility is defined as EBITDA excluding: (i) gain (loss) from equity accounted investments; (ii) stock and other non-cash compensation; (iii) exit costs, restructuring charges and associated impairments; (iv) change in fair value of equity investment; (v) write-downs, net of recoveries, including asset impairments and receivable provisions; and (vi) adjusted EBITDA attributable to non-controlling interests.

These non-GAAP measures may not be comparable to similarly titled amounts reported by other companies. Additionally, the non-GAAP financial measures used by the Company should not be considered as a substitute for, or superior to, the comparable GAAP amounts.

 

     For the     For the     For the     For the  
     Three Months
Ended
    Three Months
Ended
    12 Months
Ended
    12 Months
Ended
 
     March 31,
2020
    March 31,
2019
    March 31,
2020(1)
    March 31,
2019(1)
 

Reported net (loss) income attributable to common shareholders

   $ (49,354   $ 8,265     $ (10,753   $ 22,604  

Add (subtract):

        

Provision for income taxes

     10,949       2,721       21,369       5,193  

Interest expense, net of interest income

     253       270       930       655  

Depreciation and amortization, including film asset amortization

     14,012       12,964       59,502       53,148  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ (24,140   $ 24,220     $ 71,048     $ 81,600  

Stock and other non-cash compensation

     4,158       4,414       22,697       22,594  

Change in fair value of equity investment

     3,165       (1,700     5,218       (1,700

Write-downs, including asset impairments and credit loss expense

     11,928       655       17,040       2,917  

Exit costs, restructuring charges, and associated impairments

     —         850       —         9,690  

Legal arbitration award

     —         —         —         11,737  

Executive transition costs

     —         —         —         2,994  

Loss from equity accounted investments

     529       84       442       371  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA attributable to common shareholders

   $ (4,360   $ 28,523     $ 116,445     $ 130,203  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenues attributable to common shareholders(2)

   $ 33,306     $ 71,724     $ 319,236     $ 332,489  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin attributable to common shareholders

     (13.1 )%      39.8     36.5     39.2
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

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

 

(2)    Three months ended
March 31, 2020
    Three months ended
March 31, 2019
     12 months ended
March 31, 2020
    12 months ended
March 31, 2020
 

        Total revenues

     $ 34,902       $ 80,198        $ 350,368       $ 369,615  

        Greater China revenues

   $ 5,269       $ 26,681        $ 102,882       $ 116,055    

        Non-controlling interest ownership percentage(3)

     30.29       31.76        30.26       31.99  
  

 

 

     

 

 

      

 

 

     

 

 

   

        Deduction for non-controlling interest share of revenues

       (1,596       8,474          (31,132       (37,126
    

 

 

     

 

 

      

 

 

     

 

 

 

        Adjusted revenues attributable to common shareholders

     $ 33,306       $ 71,724        $ 319,236       $ 332,489  
    

 

 

     

 

 

      

 

 

     

 

 

 

(3)   Weighted average ownership percentage for change in non-controlling interest share

 

 

12


IMAX CORPORATION

Adjusted Net (Loss) Income Attributable to Common Shareholders and Adjusted Diluted Per Share Calculations

(In thousands of U.S. dollars)

(Unaudited)

 

     March 31, 2020     March 31, 2019  
     Net Income     Diluted EPS     Net Income     Diluted EPS  

Reported net (loss) income attributable to common shareholders

   $ (49,354   $ (0.82   $ 8,265     $ 0.13  

Adjustments:

        

Share-based compensation

     4,075       0.07       4,277       0.07  

Exit costs, restructuring charges and associated impairments

     —         —         850       0.01  

Change in fair value of equity securities

     3,165       0.05       (1,700     (0.02

Tax impact on items listed above

     (338     (0.01     (881     (0.01

Income tax expense related to removal of indefinitely reinvested assertion on the historical earnings of certain subsidiaries

     13,726       0.23       —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net (loss) income

   $ (28,726   $ (0.48   $ 10,811     $ 0.18  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average basic shares outstanding

       60,418         61,377  
    

 

 

     

 

 

 

Weighted average diluted shares outstanding

       60,418         61,559  
    

 

 

     

 

 

 

Free Cash Flow:

Free cash flow is defined as cash provided by operating activities minus cash used in investing activities (from the consolidated statements of cash flows). Cash provided by operating activities consist of net (loss) income, plus depreciation and amortization, plus the change in deferred income taxes, plus other non-cash items, plus changes in working capital, less investment in film assets, plus other changes in operating assets and liabilities. Cash used in investing activities includes capital expenditures, acquisitions and other cash used in investing activities. Management views free cash flow, a non-GAAP measure, as a measure of the Company’s after-tax cash flow available to reduce debt, add to cash balances, and fund other financing activities. A reconciliation of cash provided by operating activities to free cash flow is presented in the table below:

 

     Three Months Ended  
     March 31, 2020  

Net cash provided by operating activities

   $ 5,966  

Net cash used in investing activities

     (2,713
  

 

 

 

Free cash flow

   $ 3,253  
  

 

 

 

 

13

v3.20.1
Document and Entity Information
Apr. 30, 2020
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0000921582
Document Type 8-K
Document Period End Date Apr. 30, 2020
Entity Registrant Name IMAX Corporation
Entity Incorporation, State or Country Code Z4
Entity File Number 001-35066
Entity Tax Identification Number 98-0140269
Entity Address, Address Line One 2525 Speakman Drive
Entity Address, City or Town Mississauga
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code L5K 1B1
City Area Code 905
Local Phone Number 403-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, no par value
Trading Symbol IMAX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Other Address [Member]  
Document And Entity Information [Line Items]  
Entity Address, Address Line One 902 Broadway, Floor 20
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Country US
Entity Address, Postal Zip Code 10010
City Area Code 212
Local Phone Number 821-0100