8-K

IMAX CORP (IMAX)

8-K 2020-10-29 For: 2020-10-29
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Added on April 09, 2026

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

October 29, 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<br><br><br>of Incorporation) (Commission<br><br><br>File Number) (I.R.S. Employer<br><br><br>Identification Number)
2525 Speakman Drive 902 Broadway, Floor 20
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Mississauga, Ontario, Canada L5K 1B1 New York, New York, USA 10010
(905) 403-6500 (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<br><br><br>Symbol(s) Name of each exchange<br><br><br>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 2.02Results of Operations and Financial Condition

On October 29, 2020, IMAX Corporation (the “Company”) issued a press release announcing the Company’s financial and operating results for the quarter ended September 30, 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 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit<br><br><br>No. Description
99.1 Press Release dated October 29, 2020.
104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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: October 29, 2020 By: /s/ Richard L. Gelfond
Name: Richard L. Gelfond
Title: Chief Executive Officer & Director

3

imax-ex991_6.htm

Exhibit 99.1

IMAX CORPORATION REPORTS THIRD QUARTER 2020 RESULTS

HIGHLIGHTS

Global theatrical industry continues opening with IMAX network in Asia almost fully operational and robust local language titles driving IMAX box office grosses near pre-pandemic levels
IMAX ended the quarter with $305 million of cash and cash equivalents
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Company expects average monthly cash flow for fourth quarter of 2020 and first quarter of 2021 to be approximately break-even, representing continued free cash flow improvement
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IMAX installed 23 systems and signed agreements for ten systems in the quarter, demonstrating continued partner demand for IMAX® theater systems despite the temporary delay of major theatrical releases
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As a result of the global pandemic, third quarter 2020 revenue was $37.3 million versus $86.4 million in the third quarter of 2019. Third quarter 2020 net (loss) attributable to common shareholders was ($47.2) million versus $9.0 million in the prior-year period. Third quarter financial results include the following non-cash items: $23.7 million or $0.40 per share deferred tax asset valuation allowance, $5.7 million film asset impairment, and a $3.9 million provision for credit losses
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Non-GAAP adjusted EBITDA (loss) was ($0.3) million in third quarter 2020 versus $32.4 million in the prior-year period
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Three Months Ended
--- --- --- --- --- --- --- --- --- ---
September 30,
In thousands except per share data 2020 2019 YoY %<br><br><br>Change
Total Revenue $ 37.3 $ 86.4 (56.9 %)
Gross Margin $ 3.8 $ 47.1 (91.9 %)
Gross Margin (%) 10.3 % 54.5 %
Net (Loss) Income attributable to common shareholders $ (47.2 ) $ 9.0 N/A
Diluted Net (Loss) Income per share^^attributable to common shareholders $ (0.80 ) $ 0.15 N/A
Adjusted Net (Loss) Income attributable to common shareholders^(1)^ $ (44.6 ) $ 12.8 N/A
Adjusted Net (Loss) Income per share attributable to common shareholders^(1)^ $ (0.75 ) $ 0.21 N/A
Adjusted EBITDA per Credit Facility attributable to common shareholders^(1)^ $ (0.3 ) $ 32.4 N/A
Adjusted EBITDA Margin attributable to common shareholders (%) ^(1)^ (0.8 %) 41.4 % N/A

_____________

(1) 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 – October 29, 2020 – IMAX Corporation (NYSE:IMAX) today reported third quarter results as the global theatrical industry continues recovery, highlighted by a notably resurgent box office in Asia. IMAX reported improved cash flow and further reduced costs while benefiting from the Company’s diversified global footprint, continued growth in its theater network as well as the robust Asian film market - particularly in China and Japan - where audiences are returning to theaters attracted by a strong local language slate.

“As the only global theatrical platform for blockbuster entertainment, our experience around the world has proven that audiences will enthusiastically return to the movies where theaters are open and they feel safe. As they do return, they are coming back to IMAX — underscoring the enduring strength of our brand and the power of The IMAX Experience®,” said IMAX CEO, Richard L. Gelfond.

“With continued box office revenues from our strong local language slate and revenues from theater installations, the Company estimates our average monthly cash flow will be approximately break-even through the first quarter of 2021.”

“Our multi-year strategic effort to geographically diversify our business is paying off, as our strong local language slate continues to partially offset the lack of Hollywood releases in the market. From the year’s number-one global box office release in China, “The Eight Hundred” — the first commercial Asian film shot entirely with IMAX cameras — to Japan’s record-breaking “Demon Slayer”, we believe that IMAX is poised to benefit from the impressive resurgence of the Asian film market. IMAX has no fewer than 10 local language releases in the fourth quarter of 2020, with the promising Chinese New Year box office period on its heels in February.”

“IMAX remains well-positioned to manage through the continued recovery of the global film industry as cinemas await the return of Hollywood tentpoles. We have a significant financial runway with $305 million of cash on our balance sheet at the end of the third quarter.”

The Company reported 2020 revenues of $37.3 million, gross margin of $3.8 million, and a net (loss) attributable to common shareholders of ($47.2) million, or ($0.80) per diluted share.

IMAX results reflect the COVID-19 related closure of the majority of the Company’s network through a portion of the third quarter. Third quarter financial results also reflect the inclusion of a number of notable non-cash items related to COVID-19 driven uncertainty, the delay of Hollywood releases, and the reclosure of theaters in some markets. These non-cash items include: a $23.7 million valuation allowance to reduce the value of deferred tax assets; a $5.7 million impairment loss related to documentary and alternative content films assets; and a $3.9 million provision for current expected credit losses reflecting a reduction in the credit quality of the theater receivable balances.

Third Quarter and September Year-to-Date Segment Results^(1)^

IMAX Technology Network IMAX Technology Sales and Maintenance
Revenue Gross Margin<br><br><br>(Margin Loss) Gross Margin<br><br><br>(Margin Loss) % Revenue Gross Margin Gross Margin %
3Q20 $ 11.4 $ 0.6 5.2 % $ 23.7 $ 9.4 39.6 %
3Q19 43.3 27.4 63.3 % 37.6 18.4 48.9 %
% change (73.7 %) (97.9 %) (37.1 %) (49.1 %)
YTD 3Q20 $ 28.4 $ (3.1 ) (11.0 %) $ 43.4 $ 14.3 33.0 %
YTD 3Q19 154.1 102.4 66.4 % 102.6 46.9 45.7 %
% change (81.6 %) (103.0 %) (57.7 %) (69.4 %)

_____________

(1) Please refer to the Company’s Form 10-Q for the period ended September 30, 2020 for additional segment information

IMAX Technology Network

IMAX Technology Network revenues decreased 73.7% to $11.4 million in the third quarter of 2020, compared to $43.3 million in the prior-year period. The closure of the Company’s network through the first half of the quarter, the partial opening of theaters in late August and September, and the release of fewer films as Hollywood continues to delay major titles impacted year over year results.
Gross margin for the IMAX Technology Network was $0.6 million in the third quarter of 2020 and was driven by lower revenue and ongoing fixed costs associated with our installed IMAX network.
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IMAX Technology Sales and Maintenance

IMAX Technology Sales and Maintenance revenues decreased 37.1% to $23.7 million in the third quarter of 2020, compared with $37.6 million in the prior year period. Five fewer sales and sales type lease installations resulted in lower IMAX system revenue. IMAX maintenance revenue declined to $5.9 million as COVID-19-related closures of IMAX theater systems through a portion of the quarter prevented the recognition of revenue.
Total gross margin for IMAX Technology Sales and Maintenance was $9.4 million compared to $18.4 million in the prior year period.
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Cash Balances and Outstanding Debt

Total cash and cash equivalents as of September 30, 2020 were $305 million. Total debt, excluding deferred financing fees, was $300.3 million as of September 30, 2020.

Share Count and Capital Return

The weighted average diluted shares outstanding at the end of the third quarter of 2020 declined 4.3% to 58.9 million, compared to 61.5 million in the third quarter of 2019, due primarily to share repurchase activity during the twelve-month period. During the third quarter of 2020, the Company did not repurchase any stock. A total of $89.4 million remains available under the Company’s outstanding share repurchase authorization, which was extended in June 2020 and now expires in June 2021.

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.

Conference Call

The Company will host a conference call today at 8:30AM ET to discuss its third 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) 367-2403 approximately 5 to 10 minutes before the call begins. Other international callers should dial (647) 490-5367. The conference ID for the call is 4692103. 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 4692103.

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 September 30, 2020, there were 1,632 IMAX theater systems (1,542 commercial multiplexes, 13 commercial destinations, 77 institutional) operating in 82 countries and territories. Shares of IMAX China Holding, Inc., a subsidiary of IMAX Corporation, trade on the Hong Kong Stock Exchange under the stock code “HK.1970.”

IMAX^®^, IMAX^®^ Dome, IMAX^®^ 3D, IMAX^®^ 3D Dome, Experience It In IMAX^®^, The IMAX Experience^®^, An IMAX Experience^®^, An IMAX 3D Experience^®^, IMAX DMR^®^, DMR^®^, IMAX nXos^®^and Films to the Fullest^®^, are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions. 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:<br><br><br>IMAX Corporation, New York<br><br><br>Brett Harriss<br><br><br>212-821-0187<br><br><br>bharriss@IMAX.com Media:<br><br><br>IMAX Corporation, New York<br><br><br>Mark Jafar<br><br><br>212-821-0102<br><br><br>mjafar@imax.com

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 business and technology strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of business, operations and technology, future capital expenditures (including the amount and nature thereof), plans and references to the future success of IMAX Corporation together with its consolidated subsidiaries (the "Company") and expectations regarding the Company's future operating, financial and technological results. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; risks related to the Company’s growth and operations in China; the performance of IMAX DMR^®^ films; the signing of IMAX 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 movie 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 IMAX 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. ~~Consequently, all of the forward-looking statements made in this~~ ~~earnings release~~ ~~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~~~~.~~ 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;
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(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
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(iv) Film Distribution and Post-production, which includes activities related to the licensing of film content, 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).
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Signings and Installations

Three Months<br><br><br>Ended September 30,
Theater System Signings: 2020 2019
Full new sales and sales-type lease arrangements 8 22 ^^
New hybrid joint revenue sharing lease arrangements - -
New traditional joint revenue sharing arrangements - -
Total new IMAX theaters 8 22
Upgrades of IMAX theater systems 2 8
Total theater signings 10 30
Three Months<br><br><br>Ended September 30,
Theater System Installations: 2020 2019
Full new sales and sales-type lease arrangements 9 ^^ 14 ^^
New hybrid joint revenue sharing lease arrangements 1 ^^ 4 ^^
New traditional joint revenue sharing arrangements 8 12
Total new IMAX theaters 18 30
Upgrades of IMAX theater systems 5 ^^ 9 ^^
Total theater installations 23 39
Three Months<br><br><br>Ended September 30,
Theater Sales Backlog: 2020 2019
Sales and sales-type lease arrangements 193 ^^ 205
Hybrid JRSA 146 149
Traditional JRSA 206 ^(1)^ 253 ^(1)^
Total theater backlog 545 ^(2)^ 607 ^(3)^
Three Months<br><br><br>Ended September 30,
Theater Network: 2020 2019
Commercial Multiplex Theaters:
Sales and sales-type lease arrangements 661 632
Hybrid joint revenue sharing lease arrangements 139 135
Traditional joint revenue sharing lease arrangements 742 706
Total Commercial Multiplex Theaters^(4)^ 1,542 1,473
Commercial Destination Theaters 13 14
Institutional Theaters 77 81
Total theater network 1,632 1,568

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(1)   Includes 46 IMAX Theater Systems where the customer has the option to convert from a joint revenue sharing arrangement to a sales arrangement (2019 — 50).

(2) Includes 155 new IMAX with Laser projection system configurations and 92 upgrades of existing locations to IMAX with Laser projection system configurations.

(3) Includes 145 new IMAX with Laser projection system configurations and 119 upgrades of existing locations to IMAX with Laser projection system configurations.

(4)   Period to period changes are net of the effects of permanently closed theaters.

IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Revenues
Technology sales $ 15,753 $ 21,735 $ 24,102 $ 56,629
Image enhancement and maintenance services 14,589 44,168 39,109 144,977
Technology rentals 4,473 17,642 10,307 61,675
Finance income 2,441 2,845 7,495 8,104
37,256 86,390 81,013 271,385
Costs and expenses applicable to revenues
Technology sales 9,222 11,740 15,637 33,114
Image enhancement and maintenance services 16,989 20,181 42,049 66,205
Technology rentals 7,216 7,349 22,100 20,253
33,427 39,270 79,786 119,572
Gross margin 3,829 47,120 1,227 151,813
Selling, general and administrative expenses 24,815 29,482 83,247 89,267
Research and development 1,130 1,359 4,562 3,717
Amortization of intangibles 1,349 1,271 4,014 3,564
Credit loss expense 3,925 599 15,582 1,957
Asset impairments - - 1,151 -
Exit costs, restructuring charges and associated impairments - - - 850
(Loss) income from operations (27,390 ) 14,409 (107,329 ) 52,458
Gain (loss) in fair value of investments 1,575 (490 ) (939 ) (2,543 )
Retirement benefits non-service expense (186 ) (160 ) (432 ) (480 )
Interest income 586 490 1,842 1,632
Interest expense (2,391 ) (489 ) (4,620 ) (1,806 )
(Loss) income before taxes (27,806 ) 13,760 (111,478 ) 49,261
Income tax expense (19,349 ) (3,030 ) (24,606 ) (11,986 )
Equity in (losses) gains of investees, net of tax (1,329 ) 166 (1,858 ) (56 )
Net (loss) income (48,484 ) 10,896 (137,942 ) 37,219
Less: Net loss (income) attributable to non-controlling interests 1,275 (1,863 ) 15,412 (8,524 )
Net (loss) income attributable to common shareholders $ (47,209 ) $ 9,033 $ (122,530 ) $ 28,695
Net (loss) income per share attributable to common shareholders -<br>      basic and diluted:
Net (loss) income per share — basic and diluted $ (0.80 ) $ 0.15 $ (2.06 ) $ 0.47
Weighted average number of shares outstanding (000's):
58,859 61,304 59,360 61,337
58,859 61,479 59,360 61,509
Additional Disclosure:
Depreciation and amortization(1) $ 14,112 $ 15,696 $ 41,294 $ 45,500
(1) Includes 0.3 million and 0.6 million of amortization of deferred financing costs charged to interest expense for the three months and nine months ended September 30, 2020, respectively (0.1 million and 0.4 million, respectively).

All values are in US Dollars.

IMAX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

In accordance with United States Generally Accepted Accounting Principles

(In thousands of dollars, except share amounts)

(Unaudited)

September 30, December 31,
2020 2019
Assets
Cash and cash equivalents $ 305,197 $ 109,484
Accounts receivable, net of allowance for credit losses 59,674 99,513
Financing receivables, net of allowance for credit losses 126,740 128,038
Variable consideration receivable, net of allowance for credit losses 39,394 40,040
Inventories 53,021 42,989
Prepaid expenses 10,812 10,237
Film assets 7,468 17,921
Property, plant and equipment 282,854 306,849
Investment in equity securities 14,803 15,685
Other assets 23,796 25,034
Deferred income tax assets 17,737 23,905
Other intangible assets 27,019 30,347
Goodwill 39,027 39,027
Total assets $ 1,007,542 $ 889,069
Liabilities
Bank indebtedness $ 297,985 $ 18,229
Accounts payable 12,011 20,414
Accrued and other liabilities 103,970 112,779
Deferred revenue 99,770 94,552
Deferred income tax liabilities 18,661
Total liabilities 532,397 245,974
Commitments and contingencies
Non-controlling interests 776 5,908
Shareholders' equity
Capital stock common shares — no par value. Authorized — unlimited number.
58,878,749 issued and 58,861,171 outstanding (December 31, 2019 — 61,362,872 issued and 61,175,852 outstanding) 405,583 423,386
Less: Treasury stock, 17,578 shares at cost (December 31, 2019 — 187,020) (271 ) (4,038 )
Other equity 177,110 171,789
Accumulated deficit (181,604 ) (40,253 )
Accumulated other comprehensive loss (1,984 ) (3,190 )
Total shareholders' equity attributable to common shareholders 398,834 547,694
Non-controlling interests 75,535 89,493
Total shareholders' equity 474,369 637,187
Total liabilities and shareholders' equity $ 1,007,542 $ 889,069

IMAX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(Unaudited)

Nine Months Ended
September 30,
2020 2019
Cash (used in) provided by:
Operating Activities
Net (loss) income $ (137,942 ) $ 37,219
Adjustments to reconcile net (loss) income to cash from operating activities:
Depreciation and amortization 41,294 45,500
Credit loss expense 15,582 1,957
Write-downs 13,339 1,027
Deferred income tax expense 23,142 1,035
Share-based and other non-cash compensation 16,345 17,397
Unrealized foreign currency exchange (gain) loss (394 ) 214
Loss in fair value of equity securities 939 2,543
Equity in losses of investees 1,858 56
Changes in assets and liabilities:
Accounts receivable 30,350 9,613
Inventories (10,278 ) (13,422 )
Film Assets (6,177 ) (15,405 )
Deferred revenue 5,233 (2,599 )
Changes in other operating assets and liabilities (24,109 ) (17,878 )
Net cash (used in) provided by operating activities (30,818 ) 67,257
Investing Activities
Purchase of property, plant and equipment (658 ) (5,528 )
Investment in equipment for joint revenue sharing arrangements (5,289 ) (31,099 )
Acquisition of other intangible assets (1,661 ) (1,874 )
Investment in equity securities (15,153 )
Net cash used in investing activities (7,608 ) (53,654 )
Financing Activities
Increase in revolving credit facility borrowings 280,244 35,000
Repayment of revolving credit facility borrowings (55,000 )
Credit facility amendment fees paid (1,026 )
Settlement of restricted share units and options (2,815 ) (8,589 )
Treasury stock repurchased for future settlement of restricted share units (271 ) (1,572 )
Repurchase of common shares, IMAX China (1,534 ) (19,157 )
Taxes withheld and paid on employee stock awards vested (251 ) (508 )
Common shares issued - stock options exercised 2,391
Repurchase of common shares (36,624 ) (2,659 )
Issuance of subsidiary shares to non-controlling interests (net of return on capital) 1,106
Dividends paid to non-controlling interests (4,214 ) (4,384 )
Net cash provided by (used in) financing activities 233,509 (53,372 )
Effects of exchange rate changes on cash 630 727
Increase (decrease) in cash and cash equivalents during period 195,713 (39,042 )
Cash and cash equivalents, beginning of period 109,484 141,590
Cash and cash equivalents, end of period $ 305,197 $ 102,548
Three Months Ended Nine Months Ended
--- --- --- --- --- --- --- --- --- --- ---
September 30, September 30,
2020 2019 2020 2019
Revenue
IMAX Technology Network
IMAX DMR $ 6,886 $ 26,665 $ 18,061 $ 93,908
Joint revenue sharing arrangements, contingent rent 4,473 16,605 10,307 60,189
11,359 43,270 28,368 154,097
IMAX Technology Sales and Maintenance
IMAX Systems 17,437 20,977 27,674 50,504
Joint revenue sharing arrangements, fixed fees 57 1,438 1,196 6,525
IMAX Maintenance 5,855 13,657 13,225 39,815
Other Theater Business 307 1,560 1,261 5,766
23,656 37,632 43,356 102,610
New Business Initiatives 378 596 1,488 1,908
Film Distribution and Post-production 1,865 3,528 7,541 9,791
37,258 85,026 80,753 268,406
Other (2 ) 1,364 260 2,979
Total revenues $ 37,256 $ 86,390 $ 81,013 $ 271,385
Gross Margin (Margin Loss)
IMAX Technology Network
IMAX DMR^(1)^ $ 3,079 $ 17,866 $ 7,492 $ 61,602
Joint revenue sharing arrangements, contingent rent^(1)^ (2,491 ) 9,524 (10,610 ) 40,777
588 27,390 (3,118 ) 102,379
IMAX Technology Sales and Maintenance
IMAX Systems ^(1)^ 8,671 11,652 14,497 26,723
Joint revenue sharing arrangements, fixed fees^(1)^ (117 ) 136 110 1,301
IMAX Maintenance 794 6,125 (355 ) 17,046
Other Theater Business 31 505 77 1,821
9,379 18,418 14,329 46,891
New Business Initiatives 372 541 1,245 1,441
Film Distribution and Post-production ^(1)(2)^ (6,061 ) 50 (9,392 ) 483
4,278 46,399 3,064 151,194
Other (449 ) 721 (1,837 ) 619
Total Segment Margin $ 3,829 $ 47,120 $ 1,227 $ 151,813

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(1)   IMAX DMR gross margin includes marketing expense of $0.4 million and $2.8 million for the three and nine months ended September 30, 2020, respectively (2019 — $4.3 million and $17.7 million, respectively). JRSA gross margin includes advertising, marketing and commission expense of $0.7 million and $1.3 million for the three and nine months ended September 30, 2020, respectively (2019 —$0.8 million and $1.1 million, respectively). IMAX Systems gross margin includes marketing and commission costs of $0.6 million and $1.0 million for the three and nine months ended September 30, 2020, respectively, (2019 — $0.6 million and $1.5 million, respectively). Film Distribution segment gross margin includes marketing expense of $0.2 million and $0.4 million for the three and nine months ended September 30, 2020, respectively (2019 — $0.1 million and $0.7 million, respectively).

(2)  Film Distribution margins were significantly influenced by impairment loss recorded of $5.4 million and $9.9 million for the three and nine months ended September 30, 2020 to write-down the carrying value of certain documentary and alternative content film assets (2019 – $0.2 million and $0.2 million).

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, and free cash flow 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, (iii) gain (loss) in the fair value of investments, (iv) COVID-19 government relief benefits, as well as the related tax impact of these adjustments, and (v) the income tax effects 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 items included in 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.

A reconciliation of net (loss) income attributable to common shareholders and the comparable per share amounts, the most directly comparable GAAP measure to adjusted net (loss) income attributable to common shareholders, adjusted net (loss) income attributable to common shareholders per diluted share, EBITDA, Adjusted EBITDA per Credit Facility and Adjusted EBITDA margin is presented in the table below. The Company believes that net (loss) income attributable to common shareholders is the most directly comparable GAAP measure because it reflects the earnings relevant to the Company’s shareholders, rather than including the non-controlling interest. As such, beginning in the first quarter of 2020, the Company has updated the reconciliations for such non-GAAP financial measures included herein.

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

EBITDA is defined as net (loss) income excluding (i) interest expense, net of interest income; (ii) income tax (benefit) expense; and (iii) depreciation and amortization, including film asset amortization. Adjusted EBITDA per Credit Facility is defined as EBITDA excluding: (i) share-based and other non-cash compensation; (ii) gain (loss) in fair value of investments; (iii) write-downs, net of recoveries, including asset impairments and credit loss expense; (iv) gain (loss) from equity accounted investments; (v) exit costs, restructuring charges and associated impairments; (vi) legal arbitration award; and (vii) executive transition costs.

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 (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. 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.

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. A reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measures is presented below.

For the Three Months Ended September 30, 2020 For the Three Months Ended September 30, 2019
Attributable to<br><br><br>Non-controlling Less: Attributable to<br><br><br>Non-controlling Less:
Interests and Attributable to Attributable to Interests and Attributable to Attributable to
Common Non-controlling Common Common Non-controlling Common
Shareholders Interests Shareholders Shareholders Interests Shareholders
(In thousands of U.S. Dollars)
Reported net loss $ (48,484 ) $ (1,275 ) $ (47,209 ) $ 10,896 $ 1,863 $ 9,033
Add (subtract):
Income tax expense (benefit) 19,349 (503 ) 19,852 3,030 654 2,376
Interest expense, net of interest income 1,509 (81 ) 1,590 (133 ) (117 ) (16 )
Depreciation and amortization, including film asset<br><br><br>amortization 14,112 1,182 12,930 15,696 1,342 14,354
EBITDA $ (13,514 ) $ (677 ) $ (12,837 ) $ 29,489 $ 3,742 $ 25,747
Share-based and other non-cash compensation 5,495 292 5,203 5,687 137 5,550
(Gain) loss in fair value of investments (1,575 ) (484 ) (1,091 ) 490 156 334
Write-downs, including asset<br><br><br>impairments and credit loss expense 10,458 3,324 7,134 1,118 154 964
Loss (gain) from equity accounted investments 1,329 1,329 (166 ) (166 )
Adjusted EBITDA per Credit Facility $ 2,193 $ 2,455 $ (262 ) $ 36,618 $ 4,188 $ 32,430
Revenues attributable to common<br><br><br>shareholders^(2)^ 37,256 5,825 31,431 86,390 8,036 78,354
Adjusted EBITDA margin attributable to common<br><br><br>shareholders 5.9 % 42.1 % (0.8 %) 42.4 % 52.1 % 41.4 %
For the Twelve Months Ended September 30, 2020 ^(1)^ For the Twelve Months Ended September 30, 2019 ^(1)^
Attributable to<br><br><br>Non-controlling Less: Attributable to<br><br><br>Non-controlling Less:
Interests and Attributable to Attributable to Interests and Attributable to Attributable to
Common Non-controlling Common Common Non-controlling Common
Shareholders Interests Shareholders Shareholders Interests Shareholders
(In thousands of U.S. Dollars)
Reported net loss $ (116,590 ) $ (12,231 ) $ (104,359 ) $ 40,990 $ 10,601 $ 30,389
Add (subtract):
Income tax expense 29,388 5,549 23,839 11,964 3,581 8,383
Interest expense, net of interest income 2,564 (388 ) 2,952 (68 ) (224 ) 156
Depreciation and amortization, including film asset<br><br><br>amortization 59,281 4,737 54,544 60,953 5,276 55,677
EBITDA $ (25,357 ) $ (2,333 ) $ (23,024 ) $ 113,839 $ 19,234 $ 94,605
Share-based and other non-cash compensation 22,518 885 21,633 22,880 573 22,307
(Gain) loss in fair value of investments (1,087 ) (364 ) (723 ) 2,543 807 1,736
Write-downs, including asset impairments and<br><br><br>credit loss expense 32,743 8,590 24,153 5,781 2,183 3,598
Loss from equity accounted investments 1,799 1,799 41 41
Exit costs, restructuring charges and associated impairments 9,234 4,237
Legal arbitration award 4,237 9,234
Executive transition costs 2,994 2,994
Adjusted EBITDA per Credit Facility $ 30,616 $ 6,778 $ 23,838 $ 161,549 $ 22,797 $ 138,752
Revenues attributable to common<br><br><br>shareholders^(2)^ 205,292 19,486 185,806 380,349 38,117 342,232
Adjusted EBITDA margin attributable to common<br><br><br>shareholders 14.9 % 34.8 % 12.8 % 42.5 % 59.8 % 40.5 %

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(1) Senior Secured Net Leverage Ratio calculated using twelve months ended Adjusted EBITDA per Credit Facility. During the second quarter of 2020, the Company entered into the Amendment to the Credit Facility Agreement which provides for, among other things, the suspension of the Senior Secured Net Leverage Ratio financial covenant through the first quarter of 2021.

(2)

Three months ended September 30, 2020 Three months ended September 30, 2019 12 months ended September 30, 2020 12 months ended September 30, 2019
Total revenues $ 37,256 $ 86,390 $ 205,292 $ 380,349
Greater China revenues $ 19,346 $ 26,557 $ 64,489 $ 121,366
Non-controlling interest ownership percentage^(3)^ 30.11 % 30.26 % 30.22 % 31.41 %
Deduction for non-controlling interest share of revenues (5,825 ) (8,036 ) (19,486 ) (38,117 )
Revenues attributable to common shareholders $ 31,431 $ 78,354 $ 185,806 $ 342,232

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

IMAX CORPORATION

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

(In thousands of U.S. dollars)

(Unaudited)

Three Months Ended Three Months Ended
September 30, 2020 September 30, 2019
(In thousands of U.S. dollars, except per share amounts) Net Loss Diluted EPS Net Income Diluted EPS
Reported net (loss) income attributable to common shareholders $ (47,209 ) $ (0.80 ) $ 9,033 $ 0.15
Adjustments^(1)^:
Stock-based compensation 5,019 0.09 $ 5,390 0.09
(Gain) loss in fair value of investments (1,091 ) (0.02 ) 341
COVID-19 government relief benefits (2,084 ) (0.03 )
Tax Impact on items listed above^(2)^ 611 0.01 (1,953 ) (0.03 )
Income tax effects related to the removal of the indefinitely reinvested assertion on the historical earnings of certain subsidiaries 129
Adjusted net (loss) income^(1)^ $ (44,625 ) $ (0.75 ) $ 12,811 $ 0.21
Weighted average basic shares outstanding 58,859 61,304
Weighted average diluted shares outstanding 58,859 61,479
(1) Reflects amounts attributable to non-controlling interests.
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(2) The tax impact on the listed items includes a year-to-date additive adjustment in the current year related to the valuation allowance recorded in respect of certain deferred tax assets booked in the three months ended September 30, 2020.
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Nine Months Ended Nine Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, 2020 September 30, 2019
(In thousands of U.S. dollars, except per share amounts) Net Income Diluted EPS Net Income Diluted EPS
Reported net (loss) income attributable to common shareholders $ (122,530 ) $ (2.06 ) $ 28,695 $ 0.47
Adjustments^(1)^:
Stock-based compensation 15,262 0.26 $ 16,466 0.26
Exit costs, restructuring charges and associated impairments 850 0.01
Loss in the fair value of investments 661 0.01 1,742 0.03
COVID-19 government relief benefits (5,235 ) (0.08 )
Tax impact on items listed above^(2)^ (584 ) (0.01 ) (4,437 ) (0.07 )
Income tax effects related to the removal of the indefinitely reinvested assertion on the historical earnings of certain subsidiaries 13,014 0.21
Adjusted net (loss) income^(1)^ $ (99,412 ) $ (1.67 ) $ 43,316 $ 0.70
Weighted average basic shares outstanding 59,360 61,337
Weighted average diluted shares outstanding 59,360 61,509
(1) Reflects amounts attributable to non-controlling interests.
--- ---
(2) The tax impact on the listed items includes a year-to-date additive adjustment in the current year related to the valuation allowance recorded in respect of certain deferred tax assets booked in the three months ended September 30, 2020.
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Free Cash Flow:

Three Months Ended Nine Months Ended
September 30, 2020 September 30, 2020
Net cash used in operating activities $ (9,938 ) $ (30,818 )
Net cash used in investing activities (1,885 ) (7,608 )
Free cash flow $ (11,823 ) $ (38,426 )

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