8-K
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
May 7, 2009
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Canada
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0-24216
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98-0140269 |
(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
2525 Speakman Drive, Mississauga, Ontario, Canada, L5K 1B1
(Address of Principal Executive Offices) (Postal Code)
(905) 403-6500
(Registrants Telephone Number, Including Area Code)
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 (see General Instruction
A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On May 7, 2009, IMAX Corporation (the Company) issued a press release announcing the
Companys financial and operating results for the quarter ended March 31, 2009. A copy of the
press release 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.
Page 2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release, dated May 7, 2009, furnished pursuant to Item 2.02. |
Page 3
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.
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IMAX Corporation
(Registrant)
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Date: May 7, 2009 |
By: |
Richard L. Gelfond
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Name: |
Richard L. Gelfond |
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Title: |
Chief Executive Officer |
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Page 4
EX-99.1
IMAX CORPORATION
Exhibit 99.1
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX CORPORATION REPORTS FIRST QUARTER 2009 FINANCIAL RESULTS
HIGHLIGHTS
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Operating income increased to $2.0 million versus operating loss of $5.6 million last year |
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Loss per share of $0.06 compares favorably to last years loss per share of $0.25 |
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Commercial theater network grows by 40% versus last year |
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Continued system installations, joint revenue sharing model and film slate are strategic drivers for 2009 |
TORONTO May 7, 2009 IMAX Corporation (NASDAQ: IMAX; TSX: IMX) today reported total revenues
of $33.7 million for the first quarter ended March 31, 2009, a 43% increase compared to total
revenues of $23.5 million for the first quarter of 2008. Operating income increased to $2.0
million, a $7.6 million increase compared to last years operating loss of $5.6 million. The
Companys first quarter net loss per diluted share of $0.06 compares favorably to the net loss per
diluted share of $0.25 for the first quarter of fiscal 2008.
IMAX Chief Executive Officer Richard L. Gelfond stated, We have often said that our introduction
of digital and our joint revenue sharing initiative would yield improved financial results and we
believe the first quarter reflects early progress towards this goal. Our highest level of
sales-type lease system installs in over two years, the continued rapid growth of our joint revenue
sharing theater network and our focus on cost containment were the primary drivers of our improved
performance. We are particularly encouraged by our performance given that the first full-length
new IMAX DMR® release did not occur until Warner Brothers Watchmen opened in March, the
last month of the quarter. Given the early success of our digital roll-out, our strong line-up of
film product and our focus on cost containment, we continue to believe that we should achieve
strong revenue growth and return to profitability in 2009.
IMAX systems revenue increased over 100% to $16.5 million versus $8.2 million in the prior year
period. The Company installed and recognized revenue on nine theatre systems that qualified as
either sales or sales-type leases in the first quarter of 2009 (including three digital upgrades),
compared to four in 2008. Revenue from joint revenue sharing arrangements increased nearly
six-fold to $1.9 million, compared to $0.3 million last year. The Company installed 22 new systems
under joint revenue sharing arrangements (including five digital upgrades of theatres under joint
revenue sharing arrangements) in the first quarter of 2009, compared to zero in the year ago
period.
For the first quarter of 2009, film revenue increased 6% to $7.8 million, compared to $7.4 million
in the first quarter of 2008. This included Production and IMAX DMR revenues of $3.7 million
compared to $2.9 million a year ago.
Mr. Gelfond continued, On the film side, Watchmen: The IMAX Experience delivered a domestic per
screen average of approximately $92,000 and Monsters vs. Aliens: An IMAX 3D Experience has grossed
an average of $126,000 per screen in IMAX theatres to date, outpacing both the 2D and other 3D
versions of the film on a per screen basis. We are very encouraged that, in these challenging
economic times, consumers are continuing to embrace The IMAX Experience®.
First quarter gross box office from DMR titles increased to $29.9 million in the first quarter of
2009, compared to $15.7 million in the first quarter of 2008. The titles that contributed the
majority of the Companys first quarter box office results were the March 6th release of
Warner Brothers Watchmen: The IMAX Experience, which generated approximately $14.6 million in IMAX
theatres worldwide and DreamWorks Animation SKGs Monsters vs. Aliens: An IMAX 3D Experience, which
was released to IMAX theaters on March 27th and generated $6.6 million in gross box office as of
quarter end and $24.7 million through Sunday. Additional DMR titles within the quarter were
Twentieth
1
Century Foxs The Day the Earth Stood Still: The IMAX Experience, the re-release of Warner Bros.
Pictures The Dark Knight: The IMAX Experience, and the one week run of Disneys The Jonas
Brothers: A 3D Concert Experience.
First quarter gross margin increased 39% to $14.1 million from $10.1 million last year. Negatively
impacting gross margin was $0.7 million of non-recurring launch costs associated with the 17 new
theatres opened under joint revenue sharing arrangements during the quarter. A description of how
this impacted the gross margin of the Companys joint revenue sharing business segment is included
with the segment table at the end of this press release.
Selling, general and administrative expenses decreased to $10.9 million in the first quarter,
compared to $12.4 million a year ago. Lower professional fees and operating expenses were partially
offset by a $1.2 million foreign currency exchange charge largely due to a decline in the Canadian
dollar, which impacts foreign currency denominated receivables, unhedged forward currency contracts
and other working capital balances. The exchange rate on the Canadian dollar has since improved
from quarter-end. Research and development costs decreased to $0.5 million in the first quarter of
2009 as compared to $2.5 million in the first quarter of 2008. Last years research and
development expenses reflected the costs associated with the development of the Companys digital
projection system that launched in July of 2008.
The Company ended the quarter with a total of 371 IMAX theaters in operation, a 24% increase over
last years first quarter. Its commercial theater count increased to 250 theaters, a 40% increase
over last year. The Companys digital and joint revenue sharing strategies continued to drive its
rapid growth. At the end of the quarter, 73 digital systems were in operation, up from 46 as of
December 31, 2008. The number of IMAX® theatres under joint revenue sharing
arrangements also grew, to 69 theaters in operation, up from 52 as of year-end and compared to 11
last year. The Company currently remains on track to have between 115 and 125 joint revenue
sharing theaters in operation by year-end.
As of March 31, 2009, the Companys backlog consisted of 190 theatre systems compared to 245
theatre systems in backlog as of March 31, 2008. Included in the 2009 and 2008 system backlog
totals were 89 and 135 theatres, respectively, under joint revenue sharing arrangements. During
the quarter the Company signed contracts for three new systems under sales and sales-type lease
arrangements, one of which was installed in the first quarter.
At the end of the first quarter, the Companys cash position was approximately $18.7 million,
compared to $27.0 million at the end of 2008 and $18.1 million as of March 31, 2008. The Companys
cash position is after investments related to its joint revenue sharing digital projection systems,
which amounted to approximately $7.0 million in the first quarter. The Company commented that it
remains confident that the combination of its cash position, available credit of $11.6 million
under its credit facility, and operating cash flows will provide the necessary funding for its
continued roll-out of joint revenue sharing digital projection systems.
Looking ahead to the remainder of the 2009 film slate, Star Trek: The IMAX Experience (Paramount
Pictures), will be released to 167 IMAX theaters today at 7:00 PM for a two-week limited
engagement, followed by Night at the Museum: Battle of the Smithsonian: The IMAX Experience
(Twentieth Century Fox, May 22, 2009); Transformers: Revenge of the Fallen: The IMAX Experience
(Paramount Pictures, June 2009); Harry Potter and the Half-Blood Prince: An IMAX 3D Experience (WB,
July 2009); Disneys A Christmas Carol: An IMAX 3D Experience (Walt Disney Pictures and ImageMovers
Digital, November 2009); and James Camerons Avatar: An IMAX 3D Experience (Twentieth Century Fox,
December 2009). The Company believes it will also have an additional DMR title in the fall.
Mr. Gelfond concluded, We are encouraged by our first quarter results, our success in the second
quarter with Monsters vs. Aliens and pre-sales for Star Trek. We believe our 2009 slate includes
some of the most popular franchises and highly anticipated films of the year. The record number of
films coming through the IMAX network this year, combined with the quality of those titles, is
allowing our business to be less about the performance of a single film and more about the success
of the overall portfolio, which is much more diversified than in past years. We look forward to
announcing more titles in the coming months.
The Companys 2010 film slate currently includes Avatar: An IMAX 3D Experience, which should carry
over from its December 18, 2009 release, Disneys Alice in Wonderland: An IMAX 3D Experience (March
2010), DreamWorks Animations How to Train Your Dragon: An IMAX 3D Experience (March 2010),
DreamWorks Animations Shrek Goes Fourth: An IMAX 3D Experience (May 2010) and an IMAX original
film, in partnership with Warner Brothers, currently titled Hubble 3D. The Company is currently in
discussions with virtually every major studio about other films for potential release in 2010.
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The Company will host a conference call today at 9:30 AM ET to discuss its first quarter 2009
financial results. To access the call via phone, interested parties should dial (866) 322-8032
approximately 10 minutes before it begins. International callers should dial (416) 640-3406. A
recording of the call will be available by dialing (888) 203-1112 or (647) 436-0148. The code for
both the live call and the replay is 4690351. The Company will also host a webcast of the
conference call, which can be accessed on www.imax.com by clicking on Investor Relations.
About IMAX Corporation
IMAX Corporation is one of the worlds leading entertainment technology companies, specializing in
digital and film-based motion picture technologies. The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for major event Hollywood films around
the globe, with IMAX theatres delivering the worlds best cinematic presentations using proprietary
IMAX, IMAX® 3D, and IMAX DMR® technology. IMAX DMR is the Companys
groundbreaking digital re-mastering technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound quality of The IMAX
ExperienceÒ. IMAXs renowned projectors display crystal-clear images on the
worlds biggest screens, and the IMAX brand is recognized throughout the world for extraordinary
and immersive entertainment experiences for consumers. As of March 31, 2009, there were 371 IMAX
theatres (250 commercial, 121 institutional) operating in 43 countries.
IMAX®, IMAX® 3D, IMAX® DMR, The IMAX 3D Experience® and
The IMAX Experience® are trademarks of IMAX Corporation. More information about the
Company can be found at www.imax.com.
This press release contains forward looking statements that are based on managements 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,
general economic, market or business conditions, including the length and severity of the current
economic downturn, the opportunities that may be presented to and pursued by the Company, the
performance of IMAX DMR films, conditions in the in-home and out-of home entertainment industries,
the signing of theatre system agreements, changes and developments in the commercial exhibition
industry, the failure to convert theatre system backlog into revenue, investments and operations in
foreign jurisdictions, foreign currency fluctuations and the Companys prior restatements and the
related litigation and ongoing inquiries by the SEC and the OSC. These factors and other risks and
uncertainties are discussed in the Companys most recent Annual Report on Form 10-K and most recent
Quarterly Reports on Form 10-Q.
For additional information please contact:
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Media: |
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Investors: |
IMAX Corporation, New York |
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IMAX Corporation, New York |
Sarah Gormley |
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Heather Anthony |
212-821-0155 |
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212-821-0121 |
sgormley@imax.com |
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hanthony@imax.com |
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Entertainment Media: |
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Business Media: |
Rogers & Cowan, Los Angeles |
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Sloane & Company, New York |
Elliot Fischoff/Jason Magner |
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Whit Clay |
310-854-8128 |
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212-446-1864 |
jmagner@rogersandcowan.com |
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wclay@sloanepr.com |
3
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)
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Three Months |
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Ended March 31, |
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2009 |
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2008 |
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Revenues |
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Equipment and product sales |
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$ |
13,360 |
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$ |
6,698 |
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Services |
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14,887 |
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14,207 |
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Rentals |
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3,247 |
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1,544 |
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Finance income |
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1,012 |
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1,071 |
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Other |
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1,216 |
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33,722 |
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23,520 |
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Costs and expenses applicable to revenues |
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Equipment and product sales |
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7,241 |
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2,965 |
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Services |
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9,940 |
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9,689 |
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Rentals |
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2,166 |
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730 |
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Other |
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245 |
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19,592 |
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13,384 |
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Gross margin |
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14,130 |
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10,136 |
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Selling, general and administrative expenses |
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10,904 |
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12,387 |
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Research and development |
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547 |
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2,488 |
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Amortization of intangibles |
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145 |
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133 |
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Receivable provisions net of recoveries |
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510 |
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748 |
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Income (loss) from operations |
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2,024 |
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(5,620 |
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Interest income |
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21 |
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126 |
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Interest expense |
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(4,427 |
) |
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(4,496 |
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Loss from continuing operations before income taxes |
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(2,382 |
) |
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(9,990 |
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Provision for income taxes |
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(260 |
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(269 |
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Net loss |
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$ |
(2,642 |
) |
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$ |
(10,259 |
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Loss per share basic & diluted: |
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Net loss |
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$ |
(0.06 |
) |
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$ |
(0.25 |
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Weighted average number of shares outstanding (000s): |
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Basic |
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43,681 |
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40,444 |
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Fully diluted |
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43,681 |
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40,444 |
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Additional disclosure: |
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Depreciation and amortization (1) |
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$ |
3,993 |
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$ |
4,203 |
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(1) |
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Includes $0.3 million of amortization of deferred financing costs charged to interest expense
for the quarter ended March 31, 2009 (March 31, 2008 $0.3 million) |
4
IMAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
In accordance with United States Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
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March 31, |
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December 31, |
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2009 |
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2008 |
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(unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
18,721 |
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$ |
27,017 |
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Accounts receivable, net of allowance for doubtful accounts of $2,808
(December 31, 2008 $2,901) |
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24,822 |
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22,982 |
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Financing receivables |
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57,452 |
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56,138 |
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Inventories |
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15,863 |
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19,822 |
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Prepaid expenses |
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3,071 |
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|
1,998 |
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Film assets |
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3,629 |
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3,923 |
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Property, plant and equipment |
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45,237 |
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39,405 |
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Other assets |
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16,945 |
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16,074 |
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Goodwill |
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39,027 |
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|
39,027 |
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Other intangible assets |
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2,214 |
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|
2,281 |
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Total assets |
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$ |
226,981 |
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$ |
228,667 |
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Liabilities |
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Bank indebtedness |
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$ |
20,000 |
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$ |
20,000 |
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Accounts payable |
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|
16,205 |
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|
15,790 |
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Accrued liabilities |
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|
64,108 |
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|
58,199 |
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Deferred revenue |
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|
65,187 |
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|
|
71,452 |
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Senior Notes due 2010 |
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|
160,000 |
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|
|
160,000 |
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|
|
|
|
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Total liabilities |
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|
325,500 |
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|
|
325,441 |
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Shareholders deficiency |
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Capital stock common shares no par value. Authorized unlimited number.
Issued and outstanding 43,730,631 (December 31, 2008 43,490,631) |
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|
142,430 |
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|
141,584 |
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Other equity |
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5,728 |
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|
|
5,183 |
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Deficit |
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|
(249,651 |
) |
|
|
(247,009 |
) |
Accumulated other comprehensive income |
|
|
2,974 |
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|
|
3,468 |
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|
|
|
|
|
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Total shareholders deficiency |
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|
(98,519 |
) |
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|
(96,774 |
) |
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|
|
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Total liabilities and shareholders deficiency |
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$ |
226,981 |
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|
$ |
228,667 |
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|
5
IMAX CORPORATION
SELECTED FINANCIAL DATA
In accordance with United States Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
The Company has eight reportable segments identified by category of product sold or service
provided: IMAX systems; theater system maintenance; joint revenue sharing arrangements; film
production and IMAX DMR; film distribution; film post-production; theater operations; and
other. The IMAX systems segment designs, manufactures, sells or leases IMAX theater
projection system equipment. The theater system maintenance segment maintains IMAX theater
projection system equipment in the IMAX theater network. The joint revenue sharing
arrangements segment provides IMAX theater projection system equipment to an exhibitor in
exchange for a share of the box-office and concessions revenue. The film production and IMAX
DMR segment produces films and performs film re-mastering services. The film distribution
segment distributes films for which the Company has distribution rights. The film
post-production segment provides film post-production and film print services. The theater
operations segment owns and operates certain IMAX theaters. The other segment includes camera
rentals and other miscellaneous items.
|
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Three Months |
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Ended March 31, |
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|
|
2009 |
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2008 |
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Revenue |
|
|
|
|
|
|
|
|
IMAX systems |
|
$ |
16,452 |
|
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$ |
8,158 |
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Theater system maintenance |
|
|
4,360 |
|
|
|
3,983 |
|
Joint revenue sharing arrangements |
|
|
1,908 |
|
|
|
348 |
|
Films |
|
|
|
|
|
|
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Production and IMAX DMR |
|
|
3,700 |
|
|
|
2,916 |
|
Distribution |
|
|
3,242 |
|
|
|
2,753 |
|
Post-production |
|
|
872 |
|
|
|
1,724 |
|
Theater operations |
|
|
2,714 |
|
|
|
2,831 |
|
Other |
|
|
474 |
|
|
|
807 |
|
|
|
|
|
|
|
|
Total |
|
$ |
33,722 |
|
|
$ |
23,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross margins |
|
|
|
|
|
|
|
|
IMAX systems |
|
$ |
8,895 |
|
|
$ |
5,559 |
|
Theater system maintenance |
|
|
2,312 |
|
|
|
1,588 |
|
Joint revenue sharing arrangements (1) |
|
|
344 |
|
|
|
40 |
|
Films |
|
|
|
|
|
|
|
|
Production and IMAX DMR |
|
|
1,770 |
|
|
|
306 |
|
Distribution |
|
|
336 |
|
|
|
1,374 |
|
Post-production |
|
|
640 |
|
|
|
1,551 |
|
Theater operations |
|
|
(110 |
) |
|
|
(302 |
) |
Other |
|
|
(57 |
) |
|
|
20 |
|
|
|
|
|
|
|
|
Total |
|
$ |
14,130 |
|
|
$ |
10,136 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Offsetting the gross margin of the Companys joint revenue sharing arrangement segment in the
first three months of 2009 were certain advertising, marketing and selling expenses of $0.7 million
associated with the initial launch of 17 new theaters opened during the quarter. Excluding these
launch expenses, gross margin would have been $1.0 million for the first quarter of 2009 compared
to less than $0.1 million in the first quarter of 2008. |
6