================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-24216 IMAX CORPORATION (Exact name of registrant as specified in its charter) CANADA 98-0140269 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2525 SPEAKMAN DRIVE, MISSISSAUGA, ONTARIO, CANADA L5K 1B1 (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code: (905) 403-6500 Securities registered pursuant to Section 12(b) of the Act: NAME OF EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- None Securities registered pursuant to Section 12(g) of the Act: COMMON SHARES, NO PAR VALUE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant, computed by reference to the last sale price of such shares as of the close of trading on June 28, 2002 was $110.6 million (19,544,682 common shares times $5.66). As of February 14, 2003, there were 32,973,366 common shares of the registrant outstanding. DOCUMENT INCORPORATED BY REFERENCE ---------------------------------- Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A involving the election of directors and the annual meeting of the stockholders of the registrant scheduled to be held on or about June 4, 2003 (the "Proxy Statement") are incorporated by reference in Part III of this Form 10-K, to the extent described therein. ================================================================================ Page 1 of 80
IMAX CORPORATION ANNUAL REPORT ON FORM 10-K DECEMBER 31, 2002 TABLE OF CONTENTS PAGE ---- PART I Item 1 Business................................................................................... 4 Item 2 Properties................................................................................. 12 Item 3 Legal Proceedings.......................................................................... 13 Item 4 Submission of Matters to a Vote of Security Holders........................................ 14 PART II Item 5 Market for Registrant's Common Equity and Related Stockholder Matters...................... 15 Item 6 Selected Financial Data.................................................................... 18 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations...... 21 Item 7A Quantitative and Qualitative Disclosures about Market Risk................................. 34 Item 8 Financial Statements and Supplementary Data................................................ 35 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....... 66 PART III Item 10 Directors and Executive Officers of the Registrant......................................... 66 Item 11 Executive Compensation..................................................................... 69 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...................................................................... 70 Item 13 Certain Relationships and Related Transactions............................................. 74 Item 14 Controls and Procedures.................................................................... 74 Item 15 Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................... 75 Signatures............................................................................................. 77 Certifications......................................................................................... 78 Page 2
IMAX CORPORATION EXCHANGE RATE DATA Unless otherwise indicated, all dollar amounts in this document are expressed in United States ("U.S.") dollars. The following table sets forth, for the periods indicated, certain exchange rates based on the noon buying rate in the City of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate"). Such rates quoted are the number of U.S. dollars per one Canadian dollar and are the inverse of rates quoted by the Federal Reserve Bank of New York for Canadian dollars per U.S. $1.00. The average exchange rate is based on the average of the exchange rates on the last day of each month during such periods. The Noon Buying Rate on December 31, 2002 was U.S. $0.6329. YEARS ENDED DECEMBER 31, ---------------------------------------------------------------------------- 2002 2001 2000 1999 1998 ------------ ------------ ------------ ------------ ------------ Exchange rate at end of period...................... U.S. $0.6329 U.S. $0.6267 U.S. $0.6669 U.S. $0.6925 U.S. $0.6522 Average exchange rate during period............... 0.6368 0.6457 0.6732 0.6730 0.6740 High exchange rate during period...................... 0.6619 0.6697 0.6944 0.6925 0.7105 Low exchange rate during period...................... 0.6200 0.6241 0.6410 0.6535 0.6341 SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION Certain statements included in this annual report may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), business strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of business and operations, plans and references to the future success of IMAX Corporation together with its wholly owned subsidiaries (the "Company") and expectations regarding the Company's future operating results. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by the Company; competitive actions by other companies; conditions in the out-of-home entertainment industry; changes in laws or regulations; conditions in the commercial exhibition industry; the acceptance of the Company's new technologies risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; the potential impact of increased competition in the markets the Company operates within; and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements, and actual results or developments anticipated by the Company may not be realized, and even if substantially realized, may not have the expected consequences to, or effects on, the Company. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise. ________________________________________________________________________________ IMAX(R), IMAX(R) Dome, IMAX(R) 3D, IMAX(R) 3D Dome, The IMAX Experience(R), An IMAX Experience(R) and IMAX(R) DMR(TM) are trademarks and trade names of the Company or its subsidiaries that are registered or otherwise protected under laws of various jurisdictions. Page 3
IMAX CORPORATION PART I ITEM 1. BUSINESS GENERAL IMAX Corporation together with its wholly owned subsidiaries (the "Company") is one of the world's leading entertainment technology companies, specializing in large-format film images, three-dimensional ("3D") film presentations and large-format post-production. The Company's primary business is the design, manufacture and lease of projection and sound systems for giant-screen, 15-perforation film frame, 70mm format ("15/70-format") theaters based on proprietary and patented technology. The Company is also a major distributor of films for giant-screen theaters (IMAX theaters). The majority of IMAX theaters are operated by third parties under lease agreements with the Company. The Company is also engaged in the production, post-production, digital re-mastering and distribution of 15/70 format films, the operation of IMAX theaters and other operations in support of IMAX theaters and the IMAX theater network. The Company believes the IMAX theater network is the most extensive large-format theater network in the world with 232 theaters operating in more than 30 countries as of December 31, 2002. Of these 232 theaters, 112 of them are currently located in institutional locations and 120 in commercial locations. While the Company's roots are in the institutional market, the Company believes that the commercial market is potentially larger. To increase the demand for IMAX theater systems, the Company is currently working to position the IMAX theater network as a new window for Hollywood event films. To this end the Company has both developed a technology that allows standard 35mm movies to be converted to its format and is also working to build strong relationships with Hollywood studios and commercial exhibition companies. In 2000, Buena Vista Pictures Distribution, a unit of The Walt Disney Company, released Disney's animated feature Fantasia 2000: The IMAX Experience(R) to 75 IMAX theaters around the world. Fantasia 2000 was the first theatrical full-length feature film to be reformatted into 15/70-format film and became the fastest grossing large-format film in history. In January 2002, Disney released Beauty and the Beast to 77 IMAX theaters around the world and has stated that it will release an additional three films over the next 12 months. The Company believes that the commercial success of Fantasia 2000 and Beauty and the Beast coupled with its new digital re-mastering technology has the potential to lead to the release of additional Hollywood films into IMAX theaters which could create further demand worldwide for commercial IMAX theaters. In March 2002, the Company introduced a technology that can convert live-action 35mm films to IMAX's 15/70-format film, transforming it into the image and sound quality of The IMAX Experience(R). The Company believes that this proprietary system, know as IMAX(R) Digital Re-Mastering(TM) (IMAX(R) DMR(TM)), could position IMAX theaters as a new window for Hollywood event films. Apollo 13: The IMAX Experience, was released in conjunction with Universal Pictures and Imagine Entertainment in September 2002, and was the first film to use this technology. Subsequently, Star Wars: Episode II Attack of the Clones - The IMAX Experience debuted on November 1, 2002. The Company generally does not own IMAX theaters but leases its projection and sound systems, and licenses the use of its trademarks. IMAX theater systems combine advanced, high-resolution projection systems, sound systems and screens as large as eight stories high (approximately 80 feet) that extend to the edge of a viewer's peripheral vision to create immersive audio-visual experiences. As a result, audiences feel as if they are a part of the on-screen action in a way that is more intense and exciting than in traditional theaters. In addition, the Company's IMAX 3D theater systems combine the same projection and sound systems and up to eight story screens with 3D images that further increase the audience's feeling of immersion in the film. The Company believes that the network of IMAX 3D theaters is the largest out-of-home, 3D-distribution network in the world. The Company was formed in March 1994 as a result of an amalgamation between WGIM Acquisition Corp. and the former IMAX Corporation ("Predecessor IMAX"). Predecessor IMAX was incorporated in 1967. Page 4
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PRODUCT LINES The Company believes it is the largest designer and manufacturer of specialty projection and sound systems and a significant producer and distributor of 15/70-format films for giant-screen theaters. The Company's theater systems include specialized projection equipment, advanced sound systems, specialty screens, theater automation control systems and film handling equipment. The Company derives a significant portion of its revenues from the sale and lease of its theater systems to giant-screen theaters and related film products and services. Segmented information is provided in note 19 to the audited financial statements contained in Item 8. IMAX SYSTEMS IMAX THEATERS The Company is the pioneer and leader in the giant-screen, large-format film industry. The IMAX theater network has the largest installed base of giant-screen theater systems, with systems located in 232 theaters in more than 30 countries as of December 31, 2002. IMAX theaters have flat or dome shaped screens for two-dimensional ("2D") and 3D presentations which are many times larger than conventional theaters, extending to the edge of the viewer's peripheral vision. The theaters have a steeply inclined floor to provide all audience members a clear view of the screen and typically seat 250 to 500 people. The Company's projection systems utilize the largest commercially available film format (15-perforation film frame, 70mm), which is nearly 10 times larger than conventional film (4-perforation film frame, 35mm) and therefore are able to project significantly more detail on a larger screen. The Company believes its projectors, which utilize the Company's rolling loop technology, are unsurpassed in their ability to project film with maximum steadiness and clarity with minimal film wear while substantially enhancing the quality of the projected image. As a result, the Company's projection systems deliver a higher level of clarity, detail and brightness compared to conventional movies and competing systems. To complement the film technology and viewing experience, IMAX theater systems feature unique digital sound systems. The sound systems are among the most advanced in the industry and help to heighten the sense of realism of a 15/70-format film. IMAX sound systems are specifically designed for IMAX theaters and are an important competitive advantage of IMAX systems. THEATER SYSTEM LEASES. The Company's system leases generally have 10 to 20-year initial terms and are typically renewable by the customer for one or more additional 10-year terms. As part of the lease agreement, the Company advises the customer on theater design, custom assemblies and supervises the installation of the theater system, provides training in using the equipment to theater personnel and for a separate fee provides ongoing maintenance to the system. Prospective theater owners are responsible for providing the theater location, the design and construction of the theater building, the installation of the system and any other necessary improvements. Under the terms of the typical lease agreement, the title to all theater system equipment (including the projection screen, the projector and the sound system) remains with the Company. The Company has the right to remove the equipment for non-payment or other defaults by the customer. The contracts are generally not cancelable by the customer unless the Company fails to perform its obligations. The contracts are generally denominated in U.S. dollars, except in Canada and Japan, where contracts are generally denominated in Canadian dollars and Japanese Yen, respectively. The typical lease agreement provides for three major sources of revenue: (i) initial rental fees, (ii) ongoing additional rental payments and (iii) ongoing maintenance fees. Rental payments and maintenance fees are generally received over the life of the contract and are usually adjusted annually based on changes in the local consumer price index. The terms of each lease agreement vary according to the system technology provided and the geographic location of the customer. SALES BACKLOG. Signed contracts for theater system installations are listed as sales backlog prior to the time of revenue recognition. Sales backlog represents the total value of all signed system sales and lease agreements that are contracted to be recognized as revenue in the future. Sales backlog includes initial rental fees along with the present value of contractual minimum rents due over the lease term, but excludes maintenance revenues as well as rents in excess of contractual minimums that might be received in the future. Sales backlog does not include revenues from theaters in which the Company has an equity-interest, agreements covered by letters of intent or conditional theater commitments. Page 5
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PRODUCT LINES (cont'd) IMAX SYSTEMS (cont'd) IMAX THEATERS (cont'd) The Company believes that all of the contractual obligations of customers whose systems are listed in sales backlog are valid and binding commitments. However, there can be no assurances that customers will ultimately honor such obligations, or that the Company will be successful if it litigated to enforce such obligations. In addition, customers with system obligations in backlog sometimes request that the Company agree to modify or reduce such obligations. The Company has, from time-to-time, agreed to restructure certain lease obligations of its customers under certain circumstances, and there can be no assurances that other backlog obligations of customers will not be modified, reduced or otherwise restructured in the future. The following chart shows the number of the Company's theater systems by product, installed base and backlog as of December 31: 2002 - ----------------------------------------------------------------------------------------------------------------- 2D 3D ----------------------------------------- -------------------------------------------- INSTALLED INSTALLED --------- --------- PRODUCT BASE BACKLOG PRODUCT BASE BACKLOG ------- ---- ------- ------- ---- ------- Flat Screen...... IMAX(R) 56 4 IMAX(R)3D 81 32 IMAX(R)3D SR 30 23 Dome Screen...... IMAX(R)Dome 65 4 2001 - ----------------------------------------------------------------------------------------------------------------- 2D 3D ----------------------------------------- -------------------------------------------- INSTALLED INSTALLED --------- --------- PRODUCT BASE BACKLOG PRODUCT BASE BACKLOG ------- ---- ------- ------- ---- ------- Flat Screen....... IMAX(R) 59 3 IMAX(R)3D 79 29 IMAX(R)3D SR 26 25 Dome Screen....... IMAX(R)Dome 63 3 The Company's sales backlog was $154.9 million at December 31, 2002 (2001 - $157.0 million) which represented contracts for 63 theater systems (2001 - - 60 theater systems). The Company expects to install between 15 to 20 theater systems from its sales backlog in 2003 (2002 - 13 theater systems). The Company installed 3 theater systems in 2002, that were not included in the December 31, 2001 backlog total. IMAX AND IMAX DOME SYSTEMS. IMAX and IMAX Dome systems make up the largest component of the Company's installed theater base. IMAX theaters, with a flat screen, were introduced in 1970, while IMAX Dome theaters (2D and 3D), which are designed for tilted dome screens, were introduced in 1973. There have been several significant proprietary and patented enhancements to these systems since their introduction. IMAX 3D AND IMAX 3D SR SYSTEMS. IMAX 3D theaters utilize a flat screen 3D system which produces realistic three-dimensional images on a giant IMAX screen. The Company believes that the IMAX 3D system offers consumers one of the most realistic 3D experiences available today. To create the 3D effect, the audience uses either polarized or electronic glasses that separate the left-eye and right-eye images. The IMAX 3D projectors can project both 2D and 3D films, allowing theater owners the flexibility to exhibit either type of film. The Company offers upgrades to existing theaters which have 2D IMAX projection systems to IMAX 3D projection systems. Since the introduction of IMAX 3D technology, the Company has upgraded 14 theater systems. In 1997, the Company launched a smaller IMAX 3D system called IMAX 3D SR, a patented theater system that combines a proprietary theater design, a more automated projection system and specialized sound system to replicate the experience of a larger IMAX 3D theater in a smaller space (up to 270 seats). The IMAX 3D SR theater system is designed to be located primarily in multiplexes in smaller cities and to operate at lower costs than the larger IMAX 3D theater system. Page 6
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PRODUCT LINES (cont'd) IMAX SYSTEMS (cont'd) SOUND SYSTEMS The Company believes it is a world leader in the design and manufacture of sound systems for all applications including traditional movie theaters, auditoriums and specialized uses including the development of 3D sound capabilities and manufacturing of the sound systems for IMAX theaters. In February 2001, the Company decided to relocate the manufacture of sound systems from Birmingham, Alabama to the Company's headquarters near Toronto, Canada. FILMS FILM PRODUCTION, DISTRIBUTION AND POST-PRODUCTION The Company produces films which are financed internally and through third parties. With respect to films financed by third parties, the Company generally receives a film production fee in exchange for producing the films and is appointed the exclusive distributor of the film. When the Company produces films, it typically hires production talent and specialists on a project-by-project basis allowing the Company to retain creative and quality control without the burden of significant ongoing overhead expenses. Typically, the ownership rights to films produced for third parties are held by the film sponsors, the film investors and the Company. The Company is a significant distributor of 15/70-format films. The Company generally distributes films which it produces and has acquired distribution rights to films produced by independent producers. The Company has distribution rights to more 15/70-format films than any competing distributor. As distributor, the Company generally receives a percentage of the theater box office receipts. The library of 15/70-format films includes general entertainment and educational films on subjects such as space, wildlife, music, history and natural wonders, and consisted of 200 films at the end of 2002, of which the Company had distribution rights to 59 such films. In recent years, several 15/70-format commercial films have been successfully released, including SPACE STATION which was released in April 2002 and has grossed over $39.0 million as of December 31, 2002, T-REX: Back to the Cretaceous, which was released by the Company in 1998 and has grossed over $72.5 million to date, Everest, which was released by MacGillivray Freeman Films in 1998 and has grossed over $120.6 million to date and Fantasia 2000: The IMAX Experience(R) which was released by the Company and Buena Vista Pictures Distribution, a unit of The Walt Disney Company in 2000. Fantasia 2000, the first theatrical full-length feature film to be reformatted into 15/70-format film and became the fastest grossing large-format film in history and has grossed over $80.5 million to date. 15/70-format films have significantly longer exhibition periods than conventional 35mm films and many of the films in the library have remained popular for significantly longer periods including the films To Fly! (1976), Grand Canyon - The Hidden Secrets (1984) and The Dream Is Alive (1985). In 2002, there were 21 new films released in the 15/70-format by all distributors. In 2002, the Company commenced production of 15/70-format films, which are re-mastered from 35mm studio films using the Company's IMAX DMR technology. The Company generally receives a processing fee for IMAX DMR re-mastering, the cost of which is borne by the rights holder of the 35mm film. The Company may also receive distribution rights to the 15/70-format films produced using the IMAX DMR technology. The Company released the first film using IMAX DMR, Imagine Entertainment's Apollo 13: The IMAX Experience, in 22 theaters in September 2002. The Company produced its second IMAX DMR re-mastered film, Star Wars: Episode II Attack of the Clones - The IMAX Experience, which was released by 20th Century Fox in November 2002 in 58 theaters. Page 7
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PRODUCT LINES (cont'd) FILMS (cont'd) FILM PRODUCTION, DISTRIBUTION AND POST-PRODUCTION (cont'd) David Keighley Productions 70MM Inc., a wholly-owned subsidiary of the Company, provides film post-production and quality control services for 15/70-format films (whether produced internally or externally), and digital post-production services. DIGITAL RE-MASTERING ("IMAX DMR") The Company has developed technology that makes it possible for any 35mm live-action film to be transformed into the unparalleled image and sound quality of The IMAX Experience. This patent-pending, proprietary system, known as IMAX DMR, opens the IMAX theater network up to releases from Hollywood's massive library of films ranging from well-known classics to today's event films. The resulting images are as large, sharp and visually stunning as the classic IMAX films audiences historically associate with the IMAX brand. The IMAX DMR process involves the following: - scanning, at the highest resolution possible, each individual frame of the 35mm film and converting it into a digital image; - optimizing the image using proprietary image enhancement tools developed and refined over many years; - analyzing the information contained within a 35mm frame format and enhancing the digital image using techniques such as sharpening, color correction, grain removal and the elimination of unsteadiness; and - recording the enhanced digital signal onto 15/70-format film. During the re-mastering process, IMAX DMR technology introduces no perceptible digital artifacts and the highly automated system allows the process to meet rigorous film production schedules. For IMAX DMR releases, the original soundtrack of the 35mm film is re-mastered for IMAX's six-channel loudspeaker system. Unlike conventional theater sound systems, IMAX sound systems are uncompressed, full fidelity and use proprietary loudspeaker systems that ensure every theater seat is in a good listening position with surround sound that puts audiences in the picture. With IMAX DMR the Company can create that immersive experience with clear, distortion-free soundtracks for films originally produced in 35mm. While the Company can only convert 35mm images into IMAX's 15/70-format film in 2D today, the Company has a research and development program underway focused on converting live action 35mm film to IMAX 3D. However, the Company currently has the ability to convert computer generated animation to IMAX 3D and have done so successfully with the 1999 release of Cyberworld. OTHER THEATER OPERATIONS AND INVESTMENTS The Company has seven owned and operated theaters and four theaters in which the Company has entered into commercial arrangements with third parties to operate the theaters and share in profits and losses. In the case of third-party theaters, the Company generally contributes the projection and sound system to the theater in exchange for a percentage of the theater revenues and/or profits and losses. The Company's partner is generally responsible for constructing and outfitting the theater. The Company may also provide management services in return for a fee or a percentage of theater revenues as part of the equity interest. Page 8
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PRODUCT LINES (cont'd) OTHER (cont'd) CAMERAS The Company rents 2D and 3D 15/70-format cameras and provides technical and post-production services to third-party producers for a fee. The Company maintains cameras and other film equipment to support third-party producers and also offers production advice and technical assistance to filmmakers. The Company has developed state-of-the-art patented dual and single filmstrip 3D cameras which are among the most advanced motion pictures cameras in the world and are the only 3D cameras of their kind. The IMAX 3D camera simultaneously shoots left-eye and right-eye images and its compact size allows filmmakers access to a variety of locations, such as underwater or aboard aircrafts. The Company has dual filmstrip cameras available for rent. MARKETING AND CUSTOMERS The Company markets its theater systems through a direct sales force and marketing staff located in offices in Canada, the United States, Europe, China and Japan. In addition, the Company has agreements with consultants, business brokers and real estate professionals to locate potential customers and theater sites for the Company on a commission basis. The Company has experienced an increase in the number of commercial theater signings and international signings since 1995. The commercial theater segment of the Company's theater network is now its largest segment with a total of 120 theaters opened. At December 31, 2002, 38.0% of all opened theaters are for locations outside of North America. The Company's institutional customers include science and natural history museums, zoos, aquaria and other educational and cultural centers. The Company also leases its systems to theme parks, tourist destination sites, fairs and expositions. The following tables outlines the breakdown of installations by geographic segment as at December 31: 2002 2001 --------------- -------------- INSTALLED BASE INSTALLED BASE --------------- -------------- Canada............................................................................ 23 23 United States..................................................................... 113 110 Europe............................................................................ 43 41 Japan............................................................................. 18 20 Rest of World..................................................................... 35 33 --------- -------- Total............................................................................. 232 227 ========= ======== For information on revenue break-down by geographic area, see note 19(b) to the audited financial statements in Item 8. No one customer represents more than 3.0% of the Company's installed base of theaters. The Company has no dependence upon a single customer, or a few customers, the loss of any one or more of which would have a material adverse effect on the Company. Page 9
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) INDUSTRY AND COMPETITION The Company competes with a number of manufacturers of large-format film projection systems; most of which utilize smaller film formats, including 8-perforation film frame, 70mm and 10-perforation film frame, 70mm formats, which the Company believes delivers an image that is inferior to The IMAX Experience. The IMAX theater network and the number of 15/70-format films to which the Company has distribution rights are substantially larger than those of its 15/70-format competitors, and IMAX DMR reformatted films are available exclusively to the IMAX theater network. The Company's customers generally consider a number of criteria when selecting a large-format theater including quality, reputation, brand name recognition, type of system, features, price and service. The Company believes that its competitive strengths include the value of the IMAX(R) brand name, the quality and historic up-time of IMAX theater systems, the number and quality of 15/70-format films that it distributes, the quality of the sound system included with the IMAX theater, the potential availability of Hollywood event films to IMAX theaters through IMAX DMR technology and the level of the Company's service and maintenance efforts. Virtually all of the best performing large format theaters in the world are IMAX theaters. The commercial success of the Company's products is ultimately dependent upon consumer preferences. The out-of-home entertainment industry in general continues to go through significant changes, primarily due to technological developments and changing consumer tastes. Numerous companies are developing new entertainment products for the out-of-home entertainment industry and there are not guaranties that some of these new products will not be competitive with, superior to or more cost effective than the Company's products. THE IMAX BRAND The IMAX brand is world famous and stands for immersive family entertainment that combines stunning images of exceptional quality and clarity on screens up to one-hundred feet wide and eight stories tall with the Company's proprietary 6-channel digital sound systems and unique theater designs. The Company believes that like Disney, IMAX is one of the few brands generally recognized by consumers in filmed entertainment. The Company's research shows that moviegoers decide to take their families specifically to an IMAX theater and consider it a special event. In addition, the Company believes that its significant brand loyalty among consumers provides it with a strong, sustainable position in the large-format theater industry. The IMAX brand name cuts across geographic and demographic boundaries. Historically, the Company's brand identity was grounded in its educational film presentations to families around the world. With an increasing number of IMAX theaters based in multiplexes and with a recent history of commercially successful films such as Everest, Fantasia/2000: The IMAX Experience and Beauty and the Beast, IMAX is rapidly increasing its commercial presence. The Company believes the strength of the IMAX brand will be an asset as it seeks for IMAX theaters to become a new window for Hollywood films. The Company believes that people will see the IMAX presentation of these films as a special, high-quality experience. RESEARCH AND DEVELOPMENT The Company believes that it is one of the world's leading entertainment technology companies with significant in-house proprietary expertise in projection system, camera and sound system design, engineering and imaging technology. The Company believes that the motion picture industry will be affected by the development of digital technologies, particularly in the areas of content creation (image capture), post-production (editing and special effects), digital re-mastering (such as IMAX DMR), distribution and display. The Company has made significant investments in digital technologies, including the development of a proprietary, patent-pending technology to digitally enhance image resolution and quality of 35mm motion picture films, and has a number of patents pending and intellectual property rights in these areas. A key to the performance and reliability of the IMAX projector system is the Company's unique "rolling loop" film movement. The rolling loop advances the film horizontally in a smooth, wave-like motion, which enhances the stability of the image and greatly reduces wear of the film. Page 10
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) RESEARCH AND DEVELOPMENT (cont'd) In 1997, the Company introduced the IMAX 3D SR projector, which was designed especially for multiplex operators and significantly lowered the capital and operating costs of IMAX theaters. The introduction of the SR theater system opened up new markets for the Company as the SR system requires a smaller attendance draw to earn a required financial return. IMAX believes that there are still significant operation and capital cost savings to be achieved in building and operating IMAX theater systems and the Company is currently involved in a research and development project focused on this area. The IMAX DMR technology converts a 35mm frame into its digital form at a very high resolution. The proprietary system recreates a pristine form of the original photography. The Company believes the proprietary computer process makes the images sharper than the original and the completed re-mastered film, now nearly 10 times larger than the original, is transferred onto the world's largest film format, 15/70-format. Each film's original soundtrack is also recreated and upgraded to Company standards. Several of the underlying technologies and resulting products and systems of the Company are covered by patents or patent applications. Other underlying technologies are available to competitors, in part because of the expiration of certain patents owned by the Company. The Company, however, has successfully obtained patent protection covering several of its significant improvements made to such technologies. The Company plans to continue to fund research and development activity in areas considered important to the Company's continued commercial success. As of December 31, 2002, 27 of the Company's employees were connected with research and development projects. MANUFACTURING AND SERVICE PROJECTION SYSTEMS MANUFACTURING The Company assembles its giant-screen projection systems at its Corporate Headquarters and Technology Center in Mississauga, Canada (near Toronto). A majority of the components for the Company's systems are purchased from outside vendors. The Company develops and designs all the key elements for the proprietary technology involved in its projector and camera systems. Fabrication of these components is then subcontracted to a group of carefully pre-qualified suppliers. Manufacture and supply contracts are signed for the delivery of components on an order-by-order basis. The Company has developed long-term relationships with a number of significant suppliers, and the Company believes its existing suppliers will continue to supply quality products in quantities sufficient to satisfy its needs. The Company inspects all components and sub-assemblies, completes the final assembly and then subjects the systems to comprehensive testing prior to shipment. IMAX theater systems have had historical operating uptimes based on scheduled shows of approximately 99.9%. SOUND SYSTEMS MANUFACTURING The Company develops, designs and assembles the key elements of its theater sound systems. The standard IMAX theater sound system comprises components from a variety of sources with approximately 50% of the materials cost of each system attributable to proprietary components provided under original equipment manufacturers agreements with outside vendors. These proprietary components include custom loudspeaker enclosures and horns and specialized amplifiers, signal processing and control equipment. In February 2001, the Company decided to relocate the manufacture of sound systems from Birmingham, Alabama to the Company's headquarters near Toronto, Canada. SERVICE AND MAINTENANCE The Company provides key services and support functions for the IMAX theater network and for filmmakers. To support the IMAX theater network, the Company has personnel stationed in major markets who provide periodic and emergency service and maintenance on existing systems throughout the world. The Company's personnel typically visit each theater every three months to service the projection and sound systems. The Company also provides theater design expertise for both the visual and audio aspects of the theater, as well as system installation and equipment training. Page 11
IMAX CORPORATION ITEM 1. BUSINESS (cont'd) PATENTS AND TRADEMARKS The Company's inventions cover various aspects of its proprietary technology and many of such inventions are protected by Letters of Patent or applications filed throughout the world, most significantly in the United States, Canada, Japan, Korea, France, Germany and the United Kingdom. The subject matter covered by these patents and applications encompasses electronic circuitry and mechanisms employed in film projectors and projection systems (including 3D projection systems), a method for synchronizing digital data systems and a process for digitally re-mastering 35mm films into 15/70-format. The Company has been diligent in the protection of its proprietary interests. The Company currently holds 43 patents, has 15 patents pending in the United States and has corresponding patents or filed applications in many countries throughout the world. While the Company considers its patents to be important to the overall conduct of its business, it does not consider any particular patent essential to its operations. Certain of the Company's patents in the United States, Canada and Japan for improvements to the IMAX projector, IMAX 3D Dome and sound systems expire between 2008 and 2018. The Company owns or otherwise has rights to trademarks and trade names used in conjunction with the sale of its products, systems and services. The following trademarks are considered significant in terms of the current and contemplated operations of the Company: IMAX(R), The IMAX Experience(R), An IMAX Experience(R), IMAX(R) DMR(TM), IMAX(R) 3D and IMAX(R) Dome. These trademarks are widely protected by registration or common law throughout the world. The Company also owns the service mark IMAX THEATRE(TM). The Company vigorously enforces its trademarks and trade names against whomever it believes is infringing upon the Company's rights. EMPLOYEES As of December 31, 2002, the Company had 288 employees not including hourly employees at Company owned and operated theaters. AVAILABLE INFORMATION The Company makes available free of charge its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as soon as reasonably practicable after the such filing has been made with the Securities and Exchange Commission. Reports may be obtained through the Company's website at www.imax.com or by calling investor relations at 905-403-6500. ITEM 2. PROPERTIES The Company's principal executive offices are located in Mississauga, Ontario, Canada, New York, New York and Santa Monica, California. The Company's principal facilities are as follows: OPERATION OWN/LEASE EXPIRATION --------- --------- ---------- Mississauga, Ontario........ Headquarters, Administrative, Assembly and Own N/A Research and Development New York, New York.......... Executive Lease 2004 Santa Monica, California.... Sales, Marketing, Film Production and Post- Lease 2012 Production Birmingham, Alabama(1)...... Sound Facilities Service Lease 2004 Kempten, Germany(2)......... Sales and Marketing Lease 2003 Shanghai, China............. Sales and Marketing Lease 2003 Singapore(3)................ Sales and Marketing Lease N/A Tokyo, Japan................ Sales, Marketing, Maintenance and Theater Lease 2003 Design Toronto, Canada............. Film Production Lease 2003 (1) This facility was sold as a manufacturing office in May 2002. Following the sale, the Company entered into lease agreement for a limited space to continue sound facilities services. (2) This facility was closed as a business office in March 2002. (3) This facility was closed as a business office in July 2002. Page 12
IMAX CORPORATION ITEM 3. LEGAL PROCEEDINGS In November 2001, the Company filed a complaint with the High Court of Munich (the "Court") against Big Screen, a German large-screen cinema owner in Berlin ("Big Screen"), demanding payment of rental payments and certain other amounts owed to the Company. Big Screen has raised a defense based on alleged infringement of German antitrust rules, relating mainly to an allegation of excessive pricing. Big Screen is also a member of Euromax, an association of European large-screen cinema owners that filed a complaint in 2000 with the European Commission based on European Community ("EC") competition rules, which was dismissed in its entirety by the EC in July 2002. Euromax is entitled to a decision in appealable form, therefore the Company expects the EC to confirm its rejection of the complaint in the form of an appealable decision. Big Screen had brought a number of motions for restraining orders in this matter relating to the Company's provision of films and maintenance, all of which have been rejected by the courts, including the Berlin Court of Appeals, and for which all appeals have been exhausted. The Company believes that all of the allegations in Big Screen's individual defense are meritless and will accordingly continue to prosecute this matter vigorously. The Company believes that the amount of the loss, if any, suffered in connection with this dispute would not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. In June 2000, a complaint was filed against the Company and a third party by Mandalay Resort Group formerly known as Circus Circus Enterprises, Inc., alleging breach of contract and express warranty, fraud and misrepresentation in connection with the installation of certain motion simulation bases in Nevada. The case is being heard in the U.S. District Court for the District of Nevada. The complainant is seeking damages in excess of $4.0 million. The Company has brought a third party action against Tri-Tech International, Inc. ("Tri-Tech") claiming that any liability of the Company would be due to Tri-Tech's non-performance. The Company believes that the allegations made against it in the complaint are meritless and will accordingly defend the matter vigorously. The Company further believes that the amount of loss, if any, suffered in connection with this lawsuit would not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. In December 2000, the Company filed a complaint against George Krikorian Premiere Theaters LLC and certain other related parties (collectively "Krikorian") in the U.S. Central District of California, alleging breach of contract, negligent misrepresentation and fraud resulting in damages to the Company. In February 2001, Krikorian filed counterclaims against the Company alleging, among other things, fraudulent inducement and negligent misrepresentation, which counterclaims were subsequently dismissed and then amended. Further counterclaims were filed in May 2001. On October 23, 2002, the parties entered into an agreement to settle all existing litigation. In March 2001, a complaint was filed against the Company by Muvico Entertainment, L.L.C. ("Muvico"), alleging misrepresentation and seeking rescission in respect of the system lease agreements between the Company and Muvico. The Company filed counterclaims against Muvico for breach of contract, unjust enrichment unfair competition and/or deceptive trade practices and theft of trade secrets, and brought claims against MegaSystems, Inc. ("MegaSystems"), a large-format theater system manufacturer, for tortious interference and unfair competition and/or deceptive trade practices and to enjoin Muvico and MegaSystems from using the Company's confidential and proprietary information. The case is being heard in the U.S. District Court, Southern District of Florida, Miami Division. The Company moved for summary judgement on its contract claims against Muvico in September 2002 and is awaiting a ruling by the court. The Company believes that the allegations made by Muvico in its complaint are entirely without merit and will accordingly defend the claims vigorously. The Company further believes that the amount of loss, if any, suffered in connection with this lawsuit would not have a material impact on the financial position or results of operation of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. In August 2000, Edwards Theaters Circuit, Inc. and related companies ("Edwards") filed for protection under Chapter 11 of the United States bankruptcy code in the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division. On August 2, 2001, the Company filed a proof of claim in the amount of $28.9 million for amounts due and owing to the Company at the time of the commencement of the bankruptcy and for damages arising from Edwards' rejection of certain IMAX equipment leases pursuant to section 365 of the Bankruptcy Code. On October 29, 2002, the Company entered into an agreement with Regal Entertainment Group, Inc., an affiliate of Edwards, resolving all litigation and bankruptcy claims between the Company and Edwards. Page 13
IMAX CORPORATION ITEM 3. LEGAL PROCEEDINGS (cont'd) The Company has received requests for information from the United States Securities and Exchange Commission (the "Commission") in connection with an informal inquiry by the Commission into certain trading in the equity securities of the Company in January 2002. The Company is co-operating fully with the Commission's requests and does not believe that it is the target of the Commission's inquiry or that such inquiry will have a material adverse effect on the Company's business, financial condition or results of operation. In addition to the matters described above, the Company is currently involved in other legal proceedings which, in the opinion of the Company's management, will not materially affect the Company's financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the quarter ended December 31, 2002. Page 14
IMAX CORPORATION PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common shares are listed for trading under the trading symbol "IMAX" on the Nasdaq National Market System ("Nasdaq"). The common shares are also listed on The Toronto Stock Exchange ("TSX") under the trading symbol "IMX". The following table sets forth the range of high and low sales prices per share for the common shares on Nasdaq and the TSX. U.S. DOLLARS ------------------------------- HIGH LOW ------ ----- NASDAQ Year ended December 31, 2002 Fourth quarter........................................................ 5.600 3.500 Third quarter......................................................... 6.050 2.850 Second quarter........................................................ 7.850 3.554 First quarter......................................................... 4.890 1.850 Year ended December 31, 2001 Fourth quarter........................................................ 2.650 0.760 Third quarter......................................................... 2.470 0.550 Second quarter........................................................ 3.219 1.450 First quarter......................................................... 7.188 2.750 CANADIAN DOLLARS ------------------------------- HIGH LOW ------ ----- TSX Year ended December 31, 2002 Fourth quarter........................................................ 8.700 5.450 Third quarter......................................................... 9.500 5.100 Second quarter........................................................ 12.000 5.820 First quarter......................................................... 7.600 3.000 Year ended December 31, 2001 Fourth quarter........................................................ 4.100 1.150 Third quarter......................................................... 3.700 0.800 Second quarter........................................................ 5.100 2.250 First quarter......................................................... 10.900 4.200 As of December 31, 2002 the Company had approximately 285 registered holders of record on the Company's common shares. The Company has not paid within the last three fiscal years, and has no current plans to pay, dividends on its common shares. The payment of dividends by the Company is subject to certain restrictions under the terms of the Company's indebtedness (see note 11 to the audited financial statements in Item 8 and the discussion of liquidity and capital resources in Item 7). The payment of any future dividends will be determined by the Board of Directors in light of conditions then existing, including the Company's financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board of Directors. Page 15
IMAX CORPORATION ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (cont'd) EQUITY COMPENSATION PLAN The following table sets forth information regarding the Company's Stock Option Plan as of December 31, 2002: Number of securities remaining available for future issuance under Number of securities to Weighted average equity compensation be issued upon exercise exercise price of plans (excluding of outstanding options, outstanding options, securities reflected in Plan category warrants and rights warrants and rights column (a)) - --------------------------------- ----------------------- -------------------- ----------------------- (a) (b) (c) Equity compensation plans 5,640,898 $11.31 2,726,742 approved by security holders Equity compensation plans not nil nil nil approved by security holders ------------- ------------ ------------- Total 5,640,898 $11.31 2,726,742 ============= ============ ============= RECENT SALES OF UNREGISTERED SECURITIES In 2002, the Company and a subsidiary of the Company purchased an additional $20.5 million in the aggregate of the Company's 5.75% Convertible Subordinated Notes due April 1, 2003 (the "Subordinated Notes") for $8.1 million consisting of $6.0 million in cash and 1,000,000 common shares of the Company valued at $2.1 million. (See Liquidity and Capital Resources in Item 7). On January 7, 2002, the Company issued 1,000,000 common shares of the Company to holders of the Company's Subordinated Notes, in connection with the purchase by the Company and a subsidiary of the Company of $19.5 million in the aggregate of the Company's Subordinated Notes for $7.3 million, consisting of $5.2 million in cash and common shares of the Company valued at $2.1 million. During 2001, the Company issued 677,600 common shares of the Company to holders of the Company's Subordinated Notes, in connection with the purchase by the Company and a subsidiary of the Company of $70.4 million in the aggregate of the Company's Subordinated Notes for $13.7 million, consisting of $12.5 million in cash and common shares of the Company valued at $1.2 million. These transactions were exempt from registration under the U.S. Securities Act of 1933 (the "1933 Act") pursuant Section 3(a)(9) of the 1933 Act on the basis that the common shares were exchanged by the Company exclusively with its existing security holders. CERTAIN INCOME TAX CONSIDERATIONS UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a general summary of the material U.S. federal income tax consequences of the ownership and disposition of the common shares by a U.S. Holder. A "U.S. Holder" generally means a holder of common shares that is an individual resident of the United States or a United States corporation. This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to investors subject to special treatment under U.S. federal income tax law (including, for example, owners of 10.0% or more of the voting shares of the Company). Page 16
IMAX CORPORATION ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (cont'd) CERTAIN INCOME TAX CONSIDERATIONS (cont'd) UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS (cont'd) DISTRIBUTIONS ON COMMON SHARES In general, distributions (without reduction for Canadian withholding taxes) paid by the Company with respect to the common shares will be taxed to a U.S. Holder as ordinary income to the extent that such distributions do not exceed the current and accumulated earnings and profits of the Company (as determined for U.S. federal income tax purposes). The amount of a distribution that exceeds the earnings and profits of the Company will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in the common shares and thereafter as taxable capital gain. Corporate holders generally will not be allowed a deduction for dividends received in respect of distributions on common shares. Subject to the limitations set forth in the U.S. Internal Revenue Code, as modified by the United States-Canada income tax treaty, U.S. Holders may elect to claim a foreign tax credit against their U.S. federal income tax liability for Canadian income tax withheld from dividends. Alternatively, U.S. Holders may claim a deduction for such amounts of Canadian tax withheld. DISPOSITION OF COMMON SHARES Upon the sale or other disposition of common shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized on the sale and such holder's tax basis in the common shares. Gain or loss upon the disposition of the common shares will be long-term if, at the time of the disposition, the common shares have been held for more than one year. The deduction of capital losses is subject to limitations for U.S. federal income tax purposes. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS This summary is of a general nature only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder of the common shares and no representation with respect to Canadian federal income tax consequences to any holder of common shares is made herein. Accordingly, prospective purchasers and holders of the common shares should consult their own tax advisers with respect to their individual circumstances. DIVIDENDS ON COMMON SHARES Canadian withholding tax at a rate of 25.0% (subject to reduction under the provisions of any relevant tax treaty) will be payable on dividends paid or credited to a holder of common shares. Under the Canada-U.S. income tax treaty, the withholding tax rate is generally reduced to 15.0% for a holder entitled to the benefits of the treaty (or 5.0% if the holder is a corporation that owns at least 10.0% of the common shares). CAPITAL GAINS AND LOSSES Subject to the provisions of a relevant tax treaty, capital gains realized by a holder on the disposition or deemed disposition of common shares held as capital property will not be subject to Canadian tax unless the common shares are taxable Canadian property (as defined in the Income Tax Act (Canada)), in which case the capital gains will be subject to Canadian tax at rates which will approximate those payable by a Canadian resident. Common shares will not be taxable Canadian property to a holder provided that, at the time of the disposition or deemed disposition, the common shares are listed on a prescribed stock exchange (which currently includes The Toronto Stock Exchange) unless such holder, persons with whom such holder did not deal at arm's length or such holder together with all such persons, owned 25.0% or more of the issued shares of any class or series of shares of the Company at any time within the 60 month period immediately preceding such time. Under the Canada-United States income tax treaty, a holder who is a resident of the United States for purposes of such treaty and to whom the common shares are taxable Canadian property will not be subject to Canadian tax on the disposition or deemed disposition of the common shares unless at the time of disposition or deemed disposition, the value of the common shares is derived principally from real property situated in Canada. Page 17
IMAX CORPORATION ITEM 6. SELECTED FINANCIAL DATA (In thousands of U.S. dollars, except per share amounts) The selected financial data set forth below is derived from the audited consolidated financial statements of the Company. The financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles. All financial information referred to herein is expressed in U.S. dollars unless otherwise noted. YEARS ENDED DECEMBER 31, ---------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- STATEMENTS OF OPERATIONS DATA: REVENUE IMAX systems(1)............................................. $ 70,959 $ 76,582 $ 113,226 $ 126,826 $ 140,874 Films....................................................... 40,556 29,923 41,711 47,227 30,824 Other....................................................... 19,135 12,154 18,179 18,783 18,657 ---------- ---------- ---------- ---------- ---------- Total revenue............................................... 130,650 118,659 173,116 192,836 190,355 COSTS OF GOODS AND SERVICES(2)................................. 78,438 97,391 112,655 97,973 111,784 ---------- ---------- ---------- ---------- ---------- GROSS MARGIN................................................... 52,212 21,268 60,461 94,863 78,571 Selling, general and administrative expenses(3)................ 36,916 48,962 53,384 34,450 38,777 Research and development....................................... 2,362 3,385 6,497 3,136 2,745 Amortization of intangibles(4)................................. 1,418 3,005 2,948 2,159 5,948 Loss (income) from equity-accounted investees(5)............... (283) (73) 4,811 683 6,763 Restructuring costs and asset impairments (recoveries)(6)...... (2,961) 59,868 11,152 -- -- ---------- ---------- ---------- ---------- ---------- EARNINGS (LOSS) FROM OPERATIONS................................ 14,760 (93,879) (18,331) 54,435 24,338 Interest income................................................ 413 847 3,285 9,977 5,320 Interest expense............................................... (17,570) (22,020) (21,961) (21,860) (14,646) Impairment of long-term investments(7)......................... -- (5,584) (4,133) -- -- Foreign exchange gain (loss)................................... 403 (1,357) (1,781) 977 588 ---------- ---------- ---------- ---------- --------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST....................................... (1,994) (121,993) (42,921) 43,529 15,600 Recovery of (provision for) income taxes(8).................... 3,606 (11,005) 13,139 (16,642) (9,810) ---------- ---------- ---------- ---------- ---------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST.................................................... 1,612 (132,998) (29,782) 26,887 5,790 Minority interest.............................................. -- -- -- (1,207) (1,895) ---------- ---------- ---------- ---------- ---------- NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS................. 1,612 (132,998) (29,782) 25,680 3,895 Net earnings (loss) from discontinued operations............... 2,066 (50,850) (2,055) (447) -- ---------- ---------- ---------- ---------- ---------- NET EARNINGS (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES AND EXTRAORDINARY ITEMS............... 3,678 (183,848) (31,837) 25,233 3,895 Cumulative effect of changes in accounting principles, net of income tax benefit of $37,286(9).................... -- -- (61,110) -- -- Extraordinary loss on early retirement of debt, net of income tax benefit of $1,588(10)................................... -- -- -- -- (2,095) Extraordinary gain on repurchase of convertible subordinated notes, net of income tax expense of $3,606 and $16,843 (11). 8,294 38,734 -- -- -- ---------- ---------- ---------- ---------- ---------- NET EARNINGS (LOSS)............................................ $ 11,972 $ (145,114) $ (92,947) $ 25,233 $ 1,800 ========== ========== ========== ========== ========== EARNINGS (LOSS) PER SHARE: Earnings (loss) per share - basic: Net earnings (loss) from continuing operations.............. $ 0.05 $ (4.30) $ (1.00) $ 0.86 $ 0.10 Net earnings (loss) from discontinued operations............ $ 0.06 $ (1.64) $ (0.07) $ (0.01) $ -- ----------- ---------- ---------- ---------- ---------- Net earnings (loss) before cumulative effect of changes in accounting principles and extraordinary items.............. $ 0.11 $ (5.94) $ (1.07) $ 0.85 $ 0.10 Cumulative effect of changes in accounting principles....... $ -- $ -- $ (2.04) $ -- $ -- Extraordinary items......................................... $ 0.25 $ 1.25 $ -- $ -- $ (0.07) ----------- ---------- ---------- ---------- ---------- Net earnings (loss)......................................... $ 0.36 $ (4.69) $ (3.11) $ 0.85 $ 0.03 ========== ========== ========== ========== ========== Earnings (loss) per share - diluted: Net earnings (loss) from continuing operations.............. $ 0.05 $ (4.30) $ (1.00) $ 0.84 $ 0.09 Net earnings (loss) from discontinued operations............ $ 0.06 $ (1.64) $ (0.07) $ (0.01) $ -- ---------- ----------- ---------- ---------- ---------- Net earnings (loss) before cumulative effect of changes in accounting principles and extraordinary items.............. $ 0.11 $ (5.94) $ (1.07) $ 0.83 $ 0.09 Cumulative effect of changes in accounting principles....... $ -- $ -- $ (2.04) $ -- $ -- Extraordinary items......................................... $ 0.25 $ 1.25 $ -- $ -- $ (0.06) ---------- ---------- ---------- ---------- ---------- Net earnings (loss)......................................... $ 0.36 $ (4.69) $ (3.11) $ 0.83 $ 0.03 ========== =========== ========== ========== ========== Page 18
IMAX CORPORATION ITEM 6. SELECTED FINANCIAL DATA (cont'd) (1) Included in IMAX systems revenue is $5.1 million for 2002, $5.5 million in 2001 and $1.4 million in 2000 for restructured and/or terminated lease agreements with customers. (2) In 2001 costs of goods and services included a $4.1 million and a $16.5 million charge relating to a decline in net realizable value of the Company's inventories and film assets, respectively. The year ended December 31, 2000 included a $8.6 million charge which related to the write-down of certain films in distribution. The year ended December 31, 1998 included a $7.9 million charge related to rationalization of the Company's motion simulation division and $19.1 million related to the write-down of the value of some of the Company's films. (3) The year ended December 31, 2001 selling, general and administrative expenses included a $2.6 million non-cash compensation charge resulting from a stock grant issuance and $4.5 million relating to the Company's accounts receivable, as collectibility on certain accounts was considered uncertain. The year ended December 31, 2000 included a $13.1 million charge for estimated uncollectible accounts receivable. (4) Amortization of intangibles in 1998 included a $3.3 million charge related to the write-off of goodwill associated with the Ridefilm business. (5) In 2000, loss (income) from equity-accounted investees included a $4.0 million provision related to the guarantee of a term loan undertaken by the Forum Ride Associates joint venture. In 1998, it included the Company's 50% share of the loss of Forum Ride Associates and a provision against the remaining carrying value of the Company's equity investment in Forum Ride Associates totaling $6.1 million and a $0.5 million provision against an equity investment in a motion simulation ride. (6) In 2001, restructuring costs and asset impairments (recoveries) included a charge of $16.3 million as part of the Company's efforts to streamline the business by reducing its overall corporate workforce and relocate its sound-system facility to near Toronto, Canada. In addition, the Company recorded charges of $13.6 million relating to net investment in leases, $26.7 million of fixed assets, and $3.3 million of other assets to recognize a decline in value the Company considered other than temporary. In 2000, asset impairments included charges of $11.2 million relating to fixed assets. (7) Impairment of long-term investments includes a charge of $5.6 million and $4.1 million relating to the impairment of certain of the Company's long-term investments, for the years ended December 31, 2001 and 2000, respectively. (8) In 2002, the $3.6 million recovery of income taxes represents a decrease in the valuation allowance associated with the utilization of loss carryforwards against the gain from the repurchase of Subordinated Notes. In 2001, the provision for income taxes includes a $41.2 million increase in the valuation allowance to reflect uncertainty associated with realization of the Company's deferred income tax asset. (9) In 2000, the Company recognized an after-tax charge of $54.5 million in accordance with the interpretive guidance of SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). In fiscal 2000, the Company also adopted AICPA Statement of Position 00-2, "Accounting by Producers or Distributors of Film" ("SOP 00-2") and recorded an after-tax charge of $6.6 million to reflect the adoption of this new principle. (10) In 1998, all of the 10% senior notes due 2001 were redeemed. The excess of the redemption price over the principal amount of $2.8 million and the write-off of the unamortized deferred financing costs of $0.9 million resulted in an extraordinary pre-tax loss of $3.7 million. (11) During 2002, the Company and a wholly owned subsidiary of the Company purchased and cancelled an aggregate of $20.5 million of the Company's Subordinated Notes for $8.1 million, represented by $6.0 million in cash by the subsidiary and $2.1 million in common shares by the Company. During 2001, the Company and a wholly owned subsidiary of the Company purchased and cancelled an aggregate of $70.4 million of the Company's Subordinated Notes for $13.7 million, represented by $12.5 million in cash by the subsidiary and $1.2 million in common shares by the Company. Page 19
IMAX CORPORATION ITEM 6. SELECTED FINANCIAL DATA (cont'd) QUARTERLY STATEMENTS OF OPERATIONS SUPPLEMENTARY DATA: 2002 ---------------------------------------------------- Q1(1) Q2 Q3(1) Q4 ----------- ----------- ----------- ----------- Sales............................................................ $ 31,275 $ 38,851 $ 23,179 $ 37,345 Cost of goods and services....................................... 17,868 20,162 16,397 24,011 ----------- ----------- ----------- ----------- Gross margin..................................................... $ 13,407 $ 18,689 $ 6,782 $ 13,334 =========== =========== =========== =========== Net earnings (loss) from continuing operations................... $ 2,005 $ 3,271 $ (4,453) $ 789 Net earnings from discontinued operations........................ -- -- 2,066 -- ----------- ----------- ----------- ----------- Net earnings (loss) before extraordinary items................... 2,005 3,271 (2,387) 789 Extraordinary gain (loss) on repurchase of convertible subordinated notes, net of income tax expense............... 8,542 (236) 93 (105) ----------- ----------- ----------- ----------- Net earnings (loss).............................................. $ 10,547 $ 3,035 $ (2,294) $ 684 =========== =========== =========== =========== Net earnings (loss) per share - basic............................ $ 0.32 $ 0.09 $ (0.07) $ 0.02 Net earnings (loss) per share - fully diluted.................... $ 0.32 $ 0.09 $ (0.07) $ 0.02 2001 ---------------------------------------------------- Q1 Q2 Q3 Q4 ----------- ----------- ----------- ----------- Sales............................................................ $ 28,679 $ 32,785 $ 23,337 $ 33,858 Cost of goods and services....................................... 18,902 21,090 33,139 24,260 ----------- ----------- ----------- ----------- Gross margin..................................................... $ 9,777 $ 11,695 $ (9,802) $ 9,598 =========== =========== =========== =========== Net loss from continuing operations.............................. $ (12,759) $ (8,895) $ (91,907) $ (19,437) Net earnings (loss) from discontinued operations................. (1,012) (2,529) (55,171) 7,862 Net loss before extraordinary items.............................. (13,771) (11,424) (147,078) (11,575) Extraordinary gain on repurchase of convertible subordinated notes, net of income tax expense............... -- -- 7,525 31,209 ----------- ----------- ----------- ----------- Net earnings (loss).............................................. $ (13,771) $ (11,424) $ (139,553) $ 19,634 =========== =========== =========== =========== Net earnings (loss) per share - basic............................ $ (0.45) $ (0.37) $ (4.48) $ 0.63 Net earnings (loss) per share - fully diluted.................... $ (0.45) $ (0.37) $ (4.48) $ 0.63 (1) Certain comparative figures have been reclassified to conform with the presentation adopted in the current period. AS AT DECEMBER 31, ----------------------------------------------------------------- BALANCE SHEETS DATA: 2002 2001 2000 1999 1998 ----------- ----------- ----------- ----------- --------- Cash, cash equivalents and investments in marketable debt securities...................................... $ 37,136 $ 26,388 $ 34,310 $ 121,502 $ 202,941 Total assets(1)........................................ 242,976 261,512 492,100 538,237 490,091 Total long-term indebtedness........................... 209,143 229,643 300,000 300,000 300,000 Total shareholders' equity (deficit)................... (103,670) (118,448) 22,263 111,065 84,446 (1) Includes the assets of discontinued operations. PRO FORMA AMOUNTS IN ACCORDANCE WITH SAB 101: Pro forma amounts for the year ended December 31, 1999 as if SAB 101 had been applied during all years presented: 1999 ----------- Total revenue.............................................................................................. $ 166,617 Net earnings .............................................................................................. $ 7,655 Net earnings per share - basic:......................................................................... $ 0.26 Net earnings per share - fully diluted:................................................................. $ 0.25 Page 20
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company is one of the world's leading entertainment technology companies and is known for presenting the world's best cinematic presentations together with IMAX and IMAX 3D. The IMAX(R) brand is recognized throughout the world for extraordinary and immersive family experiences. As of December 2002, there were 232 theaters operating in more than 30 countries. The Company derives revenue principally from long-term theater system lease agreements, maintenance agreements, the distribution of films and film production agreements. The Company also derives revenue from its owned and operated theaters, camera rentals and post-production services. THEATER SYSTEMS The Company generally provides its theater systems to customers on a long-term lease basis with initial lease terms of typically 10 to 20 years. Lease agreements typically provide for three major sources of revenue: (i) initial rental fees; (ii) ongoing rental payments which include annual contractual minimum payments; and (iii) maintenance fees. The initial rental fees vary depending on the type of system and location and generally are paid to the Company in installments commencing upon the signing of the agreement. Ongoing rental payments are paid monthly over the term of the contract, commencing after system installation and are generally equal to the greater of a fixed minimum amount per annum or a percentage of box office receipts. An annual maintenance fee is generally payable commencing in the second year of theater operations. Both minimum rental payments and maintenance fees are typically indexed to the consumer price index. Theater system leases that transfer substantially all of the benefits and risks of ownership to customers are classified as sales-type leases as a result of meeting the criteria established by FASB Statement of Financial Accounting Standards No. 13 "Accounting for Leases". All other leases are treated as operating leases. Revenue from sales-type leases is recorded at the time the installation process is complete when; persuasive evidence of an agreement exists, the price is fixed or determinable and collection is reasonably assured. Upon revenue recognition, the initial rental fees due under the contract, along with the present value of minimum ongoing rental payments are recorded as revenues and the related projector costs including installation expenses are recorded in cost of goods and services. The Company recognizes revenue on theater systems, sales-type leases and sales at the time that installation is complete. The Company in certain circumstances sells its theater systems. Cash received in advance of installation is recorded as deferred revenue. The associated costs of manufacturing the theater system are recorded as inventory. At the time of installation, the deferred revenue is recognized in income, and the inventory costs are fully expensed. The Company is dependent in part on the viability of the North American commercial exhibitor market for collections under long-term leases and for future system contracts. In the last few years, many of the North American commercial exhibitor chains faced financial difficulties due to over-expansion, which in some cases led to bankruptcy proceedings and/or consolidations. Recently, many of these exhibitors have emerged from those proceedings with new capital. Some have raised capital in the public markets, while others have plans to do so. While the Company views these recent developments in the North American commercial exhibitor market as positive, there is no guarantee that they will continue. Page 21
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) FILM PRODUCTION AND DISTRIBUTION In accordance with SOP 00-2 "Accounting by Producers or Distributors of Films", the Company recognizes revenue from licensing of exhibition rights to motion pictures produced or distributed by the Company when the film is complete and has been delivered, the license period has begun, the fee is fixed or determinable and collection is reasonably assured. Where the license fees are based on a share of the customer's revenue, and all other revenue recognition criteria are met, the Company recognizes revenue as the customer exhibits the film. Costs of producing films and acquiring film distribution rights are capitalized and amortized using the individual film-forecast-computation method, which amortizes film costs and accrues participation costs in the same ratio that current period actual revenue bears to estimated remaining unrecognized ultimate revenue as of the beginning of the fiscal year. All advertising, exploitation costs and marketing costs are expensed as incurred. The Company has developed a proprietary, patent-pending technology to digitally re-master 35mm live-action films into 15/70-format film for exhibition in IMAX theaters. This system, known as IMAX DMR, digitally enhances image resolution quality of 35mm motion picture films for projection on screens up to eight stories high and up to 120 feet wide, while maintaining the visual clarity and sound quality for which IMAX films are known. The Company believes that this technology has opened the IMAX theater network up to potential releases of Hollywood films including both library titles and simultaneous new releases. The Company believes that the development of this new technology is key to helping it execute on its strategy of growing its commercial theater network by becoming a new window for Hollywood films. While the Company is optimistic about the IMAX DMR technology, there is no guarantee that it will be commercially successful. INTERNATIONAL OPERATIONS A significant portion of the Company's sales are made to customers located outside of the United States and Canada. During 2002, 2001 and 2000, 36.6%, 35.2%, and 47.2%, respectively, of the Company's revenues were derived outside the United States and Canada. The Company expects that international operations will continue to account for a substantial portion of its revenues in the future. The Company is subject to risks associated with operating in foreign countries. In order to minimize exposure to exchange rate risk, the Company prices theater systems (the largest component of revenues) in U.S. dollars except in Canada and Japan where they are priced in Canadian dollars and Japanese Yen, respectively. Annual minimum rental payments and maintenance fees follow a similar currency policy. ACCOUNTING POLICIES AND ESTIMATES The Company reports its results under both United States Generally Accepted Accounting Principles ("U.S. GAAP") and Canadian Generally Accepted Accounting Principles. The financial statements and results referred to herein are reported under U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates its estimates, including those related to accounts receivable, net investment in leases, inventories, fixed and film assets, investments, intangible assets, income taxes, contingencies and litigation. Management bases its estimates on historical experience, future expectations and other assumptions that are believed to be reasonable at the date of the financial statements. Actual results may differ from these estimates due to uncertainty involved in measuring, at a specific point in time, events that are continuous in nature. The Company's significant accounting policies are discussed in note 2 of the audited financial statements in Item 8. Page 22
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) SIGNIFICANT ACCOUNTING POLICIES Management considers the following critical accounting policies to have the most significant effect on its estimates, assumptions and judgements: REVENUE RECOGNITION SALES-TYPE LEASES OF THEATER SYSTEMS Theater system leases that transfer substantially all of the benefits and risks of ownership to customers are classified as sales-type leases as a result of meeting the criteria established by FASB Statement of Financial Accounting Standards No. 13, "Accounting for Leases" ("FAS 13"). When revenue is recognized, the initial rental fees due under the contract, along with the present value of minimum ongoing rental payments, are recorded as revenues for the period, and the related projector costs including installation expenses are recorded as cost of goods and services. Additional ongoing rentals in excess of minimums are recognized as revenue when reported by the theater operator, provided that collection is reasonably assured. The Company recognizes revenues from sales-type leases upon installation of the theater system. Revenue associated with a sales-type lease is recognized when all of the following criteria are met: persuasive evidence of an agreement exists; the price is fixed or determinable; and collection is reasonably assured. Prior to January 1, 2000, the Company recognized revenue using the same criteria, except that the time of delivery rather than completion of installation was used as the point at which revenue was recognized. The timing of installation of the theater system is largely dependent on the timing of the construction of the customer's theater. Therefore, while revenue for theater systems is generally predictable on a long-term basis, it can vary from quarter to quarter or year to year depending on the timing of installation. The Company monitors the performance of the theaters to which it has leased equipment. When facts and circumstances indicate that it may need to change the terms of a lease which had previously been recorded as a sales-type lease, the Company evaluates the likely outcome of such negotiations. A provision is recorded against the net investment in leases if the Company believes that it is probable that the negotiation will result in a reduction in the minimum lease payments such that the lease will be reclassified as an operating lease. The provision is equal to the excess of the carrying value of the net investment in lease over the fair value of the equipment. If the Company and a lessee agree to change the terms of the lease, other than by renewing the lease or extending its terms, management evaluates whether the new agreement would be classified as a sales-type lease or an operating lease under the provisions of FAS 13. Any adjustments which result from a change in classification from a sales-type lease to an operating lease are reported as a charge to income during the period the change occurs. From time to time, the Company is involved in legal proceedings relating to terminated lease agreements. When settlements are received, the Company will allocate the total settlement to each of the elements based on their relative fair value. OPERATING LEASES OF THEATER SYSTEMS Leases that do not transfer substantially all of the benefits and risks of ownership to the customer are classified as operating leases. For these leases, initial rental fees and minimum lease payments are recognized as revenue on a straight-line basis over the lease term. Additional rentals in excess of minimum annual amounts are recognized as revenue when reported by theater operators, provided that collection is reasonably assured. Page 23
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) SIGNIFICANT ACCOUNTING POLICIES (cont'd) ACCOUNTS RECEIVABLE AND NET INVESTMENT IN LEASES The allowance for doubtful accounts and provision against the net investment in leases are based on the Company's assessment of the collectibility of specific customer balances and the underlying asset value of the equipment under lease where applicable. If there is a deterioration in a customer's credit worthiness or actual defaults under the terms of the leases are higher than the Company's historical experience, the Company's estimates of recoverability for these assets could be adversely affected. INVENTORIES In establishing the appropriate provisions for theater systems inventory, management must make estimates of future events and conditions including the anticipated installation dates for the current backlog of theater system contracts, potential future signings, general economic conditions, technology factors, growth prospects within the customers' ultimate marketplace and the market acceptance of the Company's current and pending projection systems and film library. If management estimates of these events and conditions, proves to be incorrect, it could result in inventory losses in excess of the provisions determined to be adequate as at the balance sheet date. GOODWILL The Company adopted FAS 142 "Goodwill and Other Intangibles" effective January 1, 2002 (see note 3 of the audited financial statements in Item 8). Upon adoption of this standard, no impairment in goodwill was found to exist. The Company performs an impairment test on at least an annual basis and additionally, whenever events or changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flows approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any. Any impairment loss would be expensed in the statement of operations. FIXED ASSETS Management reviews the carrying values of its fixed assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. In performing its review for recoverability, management estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of impairment losses is based on the excess of the carrying amount of the asset over the fair value calculated using discounted expected future cash flows. If the actual future cash flows are less than the Company's estimates, future earnings could be adversely affected. TAX ASSET VALUATION As at December 31, 2002, the Company has net deferred income tax assets of $3.8 million, comprised of tax credit carryforwards, net operating loss and capital loss carryforwards and other deductible temporary differences, which can be utilized to reduce either taxable income or taxes otherwise payable in future years. Management assesses realization of these net deferred income tax assets based on all available evidence and has concluded that it is more likely than not that these net deferred income tax assets will be realized. Positive evidence includes, but is not limited to, the Company's projected future earnings based on contracted sales backlog at December 31, 2002, and the ability to realize certain deferred income tax assets through loss and tax credit carryback strategies. However, if the Company's projected future earnings do not materialize, these net deferred income tax assets may not be realizable and the Company may need to establish additional valuation allowances for all or a portion of the net deferred income tax assets. As of December 31, 2002, the Company had a net deferred income tax asset of $47.5 million, against which the Company is carrying a $43.7 million valuation allowance. Page 24
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2002, the FASB issued Statement of Financial Accounting Standard No. 145, "Rescission of FAS Nos. 4, 44 and 64, Amendment of FAS 13, and Technical Corrections as of April 2002" ("FAS 145"), under which gains and losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria in APB 30. Under FAS 145 the Company will be required to reclassify any gain or loss on extinguishment of debt that was classified as an extraordinary item to normal operations for all fiscal years beginning after May 15, 2002, including all prior period presentations. The Company expects to implement FAS 145 by no later than the first quarter of 2003, at which time the comparatives will be restated to classify the extraordinary gain on repurchase of convertible subordinated notes to be included within earnings (loss) from continuing operations before income taxes. In June 2002, the FASB issued FAS 146 which replaces EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring)". EITF 94-3 required an entity to record a liability for certain termination costs when it adopted a plan to restructure operations. The FASB has concluded that an entity's commitment to a plan, by itself, does not create a liability. Under the new rules, exit costs and restructuring liabilities generally will be recognized only when incurred. The provisions are effective for exit or disposal activities that are initiated after December 31, 2002, with earlier application encouraged. The pronouncement has no current impact on the Company's financial statements. In December 2002, the FASB issued Statement of Financial Accounting Standard No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("FAS 148"), which provides alternate methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation prescribed by FAS 123. In addition, FAS 148 requires prominent disclosures in both annual and interim financial statements about the method of accounting and the effect of the method used on reported results. The Company has adopted FAS 148 for disclosure purposes only effective December 31, 2002. The Company uses the Black-Scholes option-pricing model. Based on the Company's experience and its perception of historical trends, current conditions, expected future developments, as well as other factors it believes are appropriate under the circumstances, it has elected to utilize a lower expected volatility percentage than it has in recent years, though there can be no assurances that this volatility percentage will be accurate. The Company intends to continue investigating alternative option-pricing models in the next fiscal year as further discussions on this topic continue in the marketplace. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a liability for the fair value of an obligation assumed under a guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued. The recognition provisions of FIN 45 will be effective for any guarantees that are issued or modified after December 31, 2002. The disclosure requirements will be effective for the third quarter of fiscal 2003. The Company is currently evaluating the effects of FIN 45; however, it does not expect that the adoption will have a material impact on the results of operations or financial position. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," ("FIN 46") which addresses consolidation by business enterprises of variable interest entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The objective of FIN 46 is not to restrict the use of variable interest entities but to improve financial reporting by companies involved with variable interest entities. Until now, a company generally has included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Adoption is not expected to have a material effect on the Company. Page 25
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) RESTRUCTURING COSTS AND OTHER SIGNIFICANT CHARGES (RECOVERIES) (In thousands of U.S. dollars, except per share amounts) YEARS ENDED DECEMBER 31, -------------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Restructuring costs (recoveries) $ (497) $ 16,292 $ -- ------------ ------------ ------------ Asset impairments (recoveries): Net investment in leases (2,840) 13,633 -- Fixed assets 376 26,660 11,152 Other assets -- 3,283 -- Other significant charges (recoveries): Accounts receivable (1,941) 4,469 13,086 Inventories 1,229 4,053 -- Film assets -- 16,514 8,602 Fixed assets 2,799 -- -- Other assets 216 -- -- Net investment in leases 3,548 -- -- Long-term investments -- 5,584 4,133 ------------ ------------ ------------ Total asset impairments and other significant (recoveries) 3,387 74,196 36,973 ------------ ------------ ------------ Net charges (recoveries) $ 2,890 $ 90,488 $ 36,973 ============ ============ ============ RESTRUCTURING COSTS AND ASSET IMPAIRMENTS (RECOVERIES) During 2001 the Company rationalized its operations, reduced staffing levels, wrote-down certain assets to be disposed of, and recorded a restructuring charge of $16.3 million in 2001 (2000 - $nil). During 2002, the Company recovered $0.5 million of restructuring accrued liabilities for terminated employees who obtained employment prior to the completion of their severance period. In 2001, the Company also recorded asset impairment charges of $43.6 million (2000 - $11.2 million) after assessing the carrying value of certain of the Company's assets. The 2001 asset impairment charge consisted of $13.6 million (2000 - $nil) against net investment in leases, as collectibility associated with certain leases was considered uncertain, $26.7 million against fixed assets (2000 - $11.2 million) and $3.3 million against other assets (2000 - - $nil) as the carrying values for the assets exceeded the discontinued future cash flows expected from the assets. During 2002, the Company recovered $2.4 million consisting of $2.8 million from the amendment or settlement of leases, partially offset by fixed asset impairments of $0.4 million. The Company believes its restructuring plan and related write-downs were necessary in light of market trends and industry-wide economic and financial conditions. As of December 31, 2001, the restructuring plan was complete. Of the $16.3 million for restructuring, $14.4 million has been spent as of December 31, 2002, and $1.4 million represented severance costs for severed employees to be paid out over the next 24 months. OTHER SIGNIFICANT CHARGES (RECOVERIES) Due to industry-wide economic and financial difficulties faced by many of the Company's customers, the Company also recorded the following charges as part of its ongoing review of the carrying value of the Company's assets. Included in selling, general and administrative expenses, the Company recorded a charge of $4.5 million in 2001 (2000 - $13.1 million) relating to the Company's accounts receivable, as collectibility on certain accounts was considered uncertain. During 2002, the Company recorded recoveries of $1.9 million relating to the Company's accounts receivable. In 2002, the Company also recorded a charge of $3.5 million (2001 - $nil, 2000 - $nil) relating to the Company's net investment in leases as collectibility of certain leases was considered uncertain. Within costs of goods and services, the Company recorded a charge of $16.5 million in 2001 (2000 - $8.6 million) based on the reduced fair values of the Company's film assets. In 2002, the Company recorded a charge of $1.2 million (2001 - $4.1 million, 2000 - $nil) for inventories, due to a reduced net realizable value and fixed assets of $2.8 million (2001 - $nil, 2000 - $nil) as the carrying value for the fixed assets exceeded the discounted future cash flows expected from the assets. Page 26
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) GENERAL (cont'd) OTHER SIGNIFICANT CHARGES (RECOVERIES) (cont'd) After assessing the carrying value of long-term investments, the Company recorded a charge of $5.6 million in 2001 (2000 - $4.1 million) in charges for declines in the value of these investments that are considered to be other than temporary. There were no charges recorded in 2002. RESULTS OF OPERATIONS The following table sets forth the percentage of total revenue for each of the items set forth below: YEARS ENDED DECEMBER 31, ------------------------------------------------------------------ 2002 2001 2000 1999 1998 ------------ ------------ ----------- ------------- ---------- % % % % % Revenue IMAX systems......................................... 54.3 64.5 65.4 65.8 74.0 Films................................................ 31.0 25.2 24.1 24.5 16.2 Other................................................ 14.7 10.3 10.5 9.7 9.8 ------------ ------------ ----------- ------------- ---------- Total revenue.......................................... 100.0 100.0 100.0 100.0 100.0 Costs and goods and services........................... 60.0 82.1 65.1 50.8 58.7 ------------ ------------ ----------- ------------- ---------- Gross margin........................................... 40.0 17.9 34.9 49.2 41.3 Selling, general and administrative expenses........... 28.2 41.3 30.8 17.9 20.4 Research and development............................... 1.8 2.8 3.8 1.6 1.4 Amortization of intangibles............................ 1.0 2.5 1.7 1.1 3.1 Loss (income) from equity-accounted investees.......... -- -- 2.8 0.4 3.6 Restructuring costs and asset impairments (recovery)... (2.3) 50.4 6.4 -- -- ------------ ------------ ----------- ------------- ---------- Earnings (loss) from operations........................ 11.3 (79.1) (10.6) 28.2 12.8 ============ ============ =========== ============= ========== Net earnings (loss) before cumulative effect of changes in accounting principles and extraordinary items................................................ 2.8 (154.9) (18.4) 13.1 2.0 ============ ============ =========== ============= ========== Net earnings (loss).................................... 9.2 (122.3) (53.7) 13.1 0.9 ============ ============ =========== ============= ========== REVENUES The Company's revenues in 2002 were $130.7 million, compared to $118.7 million in 2001, an increase of 10.1%. The following table sets forth the breakdown of revenue by category: (In thousands of U.S. dollars) YEARS ENDED DECEMBER 31, ----------------------------------------------------- 2002 2001 2000 -------------- -------------- -------------- IMAX SYSTEMS REVENUE Sales and leases.................................. $ 46,656 $ 53,409 $ 87,384 Ongoing rent(1)................................... 9,746 8,969 12,097 Maintenance....................................... 14,557 14,204 13,745 -------------- -------------- -------------- 70,959 76,582 113,226 -------------- -------------- -------------- FILMS REVENUE Production and DMR(2)............................. 3,010 -- -- Distribution...................................... 20,697 16,645 21,221 Post-production................................... 16,849 13,278 20,490 -------------- -------------- -------------- 40,556 29,923 41,711 -------------- -------------- -------------- OTHER REVENUE 19,135 12,154 18,179 -------------- -------------- -------------- $ 130,650 $ 118,659 $ 173,116 ============== ============== ============== (1) Includes finance income. (2) This total does not include certain costs incurred by third parties in connection with the conversion of a film through the IMAX DMR process. Page 27
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR ENDED DECEMBER 31, 2001 (cont'd) RESULTS OF OPERATIONS (cont'd) REVENUES (cont'd) Systems revenue decreased to $71.0 million in 2002 from $76.6 million in 2001, a decrease of 7.3%. Revenue from sales and leases in 2002 decreased to $46.7 million in 2002 from $53.4 million in 2001, a decrease of 12.6%. In 2002, 16 theater systems were installed, of which one was an operating lease, as compared to 15 theater systems installed, of which one was an operating lease in 2001. In addition, for 2001 the Company recognized revenue on 2 systems that were converted from operating leases to sales-type leases. Ongoing rental revenue in 2002 increased 8.7% from 2001 primarily due to the increased number of theaters in the network in the current year. Maintenance revenue in 2002 increased 2.5% over the prior year principally due to the increased number of theater systems in the network. Films revenues increased to $40.6 million in 2002 from $29.9 million in 2001. Film distribution revenues increased to $20.7 million in 2002 from $16.6 million in 2001, an increase of 24.3%, and film post-production revenues increased to $16.8 million in 2002 from $13.3 million in 2001, an increase of 26.9%. The increase in film post-production revenues was mainly due to the release of SPACE STATION and Star Wars: Episode II Attack of The Clones in 2002 versus 2001, while the increase in film distribution revenues was primarily due to stronger performance of films distributed in 2002 especially SPACE STATION which had gross box office of more than $39.0 million in 2002. Film production and DMR revenues increased to $1.8 million and $1.3 million, respectively in 2002, as new film services were provided. Other revenue increased to $19.1 million in 2002 from $12.2 million in 2001, an increase of 57.4%, largely as a result of stronger performance from the Company's owned and operated theaters. In 2002, the Company's owned and operated theaters benefited from the strong performance of SPACE STATION and Star Wars: Episode II Attack of The Clones. The Company believes it will see higher revenues in 2003 due to a combination of higher system installations and higher attendance throughout the IMAX theater network. GROSS MARGIN Gross margin in 2002 was $52.2 million versus $21.3 million in 2001. Gross margin increased largely due to the stronger performance of films in 2002 primarily SPACE STATION and Star Wars: Episode II Attack of The Clones, compared to 2001. In addition, gross margin in 2001 was reduced by $16.5 million associated with the write-down of the value of certain films in the Company's library and a $4.1 million write-down due to the reduced net realizable value of the Company's inventories. Gross margin as a percentage of total revenues was 40.0% in 2002 compared to 17.9% in 2001. The Company believes it will see higher gross margin in 2003 due to a combination of higher system installations and higher attendance throughout the IMAX theater network. OTHERS Selling, general and administrative expenses were $36.9 million in 2002 versus $49.0 million in 2001. The selling, general and administrative expenses in 2002 include a recovery of $1.9 million related to the provision for impairment in accounts receivable from theaters as compared to a charge of $4.5 million in 2001. In 2002, the Company also recorded a charge of $3.5 million compared to $nil in 2001, relating to the Company's net investment in leases. The 2001 selling, general and administrative expenses also includes a non-cash item of $2.6 million in connection with a stock compensation grant. The Company anticipates that selling, general and administrative expenses will decline in 2003 due to the reductions in staff costs, legal fees and other expenses. Amortization of intangibles decreased to $1.4 million in 2002, from $3.0 million in 2001 due to the Company's adoption of FAS 142 which does not require the amortization of goodwill as of January 1, 2002. Interest income decreased to $0.4 million in 2002 from $0.8 million in 2001 due mainly to a decline in the average rate of returns on cash and cash equivalents. Page 28
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) RESULTS OF OPERATIONS (cont'd) YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR ENDED DECEMBER 31, 2001 (cont'd) OTHER (cont'd) Interest expense decreased to $17.6 million in 2002, from $22.0 million in 2001 due to the repurchases of the Company's Subordinated Notes (see Extraordinary Gain and Liquidity and Capital Resources, below). In performing its assessment of the recoverability of long-term investments, the Company recorded a $5.6 million charge in 2001. During 2002, no additional charges were taken. The Company recorded a foreign exchange gain of $0.4 million in 2002 compared to a loss of $1.4 million in 2001. The above foreign exchange gains and losses resulted primarily from fluctuations in exchange rates on Canadian dollar cash balances and Canadian dollar and Japanese Yen denominated net investment in leases. The Company's effective tax rate differs from the statutory tax rate and will vary from year to year primarily as a result of numerous permanent differences, the Canadian manufacturing and processing profits deduction, the provision for income taxes at different rates in foreign and other provincial jurisdictions, enacted statutory tax rate reductions in the year, and changes in the Company's valuation allowance. The 2002 deferred income tax recovery included a $1.8 million decrease in the valuation allowance to reflect revised estimates regarding the realization of the Company's deferred income tax assets and the utilization of loss carryforwards directly against gains from the repurchase of convertible notes. As of December 31, 2002, the Company had a net deferred income tax asset of $47.5 million, against which the Company is carrying a $43.7 million valuation allowance. RESEARCH AND DEVELOPMENT Research and development expenses were $2.4 million in 2002 versus $3.4 million in 2001. The lower level of expenses in 2002 was due partly to staff reductions in 2001 and partly due to management's decision to focus on a smaller number of projects with a higher potential of success and minimal capital outlay. The Company believes that the motion picture industry will be affected by the development of digital technologies, particularly in the areas of content creation (image capture), post-production (editing and special effects), digital re-mastering distribution and display. Consequently, the Company has made significant investments in digital technologies, including the development of a proprietary, patent-pending technology to digitally enhance image resolution and quality of 35mm motion picture films and has a number of patents pending and intellectual property rights in these areas. However, there can be no assurance that the Company will be awarded patents covering this technology or that competitors will not develop similar technologies. DISCONTINUED OPERATIONS The Company's 2001 discontinuance of its digital projection systems operations was completed December 11, 2001 through the sale of its wholly owned subsidiary, Digital Projection International, including its subsidiaries (collectively "DPI"), to a company owned by members of DPI management. As part of the transaction, the Company restructured its advances to DPI, releasing DPI from obligations to repay any amounts in excess of $12.7 million previously advanced by the Company, and reorganized the remaining $12.7 million of debt owing to the Company into two separate loan agreements. The loans receivable are collateralized by fixed and floating charges over all of DPI's assets including intellectual properties. One of the loans is convertible, upon the occurrence of certain events, into shares representing 49% of the total share capital of DPI. DPI also agreed to release the Company from its ongoing obligations to DPI. The Company recorded an after-tax charge of $50.9 million in 2001, relating to operational losses of $8.5 million and a loss of $42.3 million on disposal of DPI's net assets. Included in the loss on disposal is a provision of $12.7 million to reflect the uncertainty associated with the collectibility of the loans receivable. In 2002, the Company recorded a recovery of $2.1 million relating to future obligations that have been eliminated. Page 29
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) RESULTS OF OPERATIONS (cont'd) YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR ENDED DECEMBER 31, 2001 (cont'd) EXTRAORDINARY GAIN During 2002, the Company and a wholly owned subsidiary purchased an additional $20.5 million in the aggregate of the Company's Subordinated Notes for $8.1 million, consisting of $6.0 million in cash and common shares of the Company valued at $2.1 million. The Company cancelled the purchased Subordinated Notes and recorded an additional extraordinary gain of $8.3 million, net of income tax expense of $3.6 million. These transactions had the effect of reducing the principal of the Company's outstanding Subordinated Notes to $9.1 million as at December 31, 2002. During 2001, the Company and a wholly owned subsidiary of the Company purchased an aggregate of $70.4 million of the Company's $100.0 million aggregate principal amount of Subordinated Notes for $13.7 million, consisting of $12.5 million in cash and common shares of the Company valued at $1.2 million. The Company cancelled the purchased Subordinated Notes and recorded an extraordinary gain of $38.7 million, net of income tax expense of $16.8 million. YEAR ENDED DECEMBER 31, 2001 VERSUS YEAR ENDED DECEMBER 31, 2000 Systems revenue decreased to $76.6 million in 2001 from $113.2 million in 2000, a decrease of 32.4%. Revenue from sales and leases decreased to $53.4 million in 2001 from $87.4 million in 2000, a decrease of 38.9%. In 2001, 15 theater systems were installed, of which one was an operating lease, as compared to 24 theater systems installed in 2000. Ongoing rental revenue decreased 25.9% from 2000 primarily due to lower ongoing rents in excess of minimums received in the current year. Maintenance revenue increased 3.3% over the prior year principally due to the increased number of theater systems in the network. Films revenues decreased to $29.9 million in 2001 from $41.7 million in 2000. Film distribution revenues decreased to $16.6 million in 2001 from $21.2 million in 2000, a decrease of 21.6%, and film post-production activities decreased to $13.3 million in 2001 from $20.5 million in 2000, a decrease of 35.2%. The decrease in film post-production revenues was due to a decline in the number of films in release in 2001 versus 2000, while the decrease in film distribution revenues was primarily due to both a smaller number of films in release and poorer performance of films distributed by the Company in 2001. Other revenue decreased to $12.2 million in 2001 from $18.2 million in 2000, a decrease of 33.1%, primarily related to decreased owned and operated theater operations revenue in 2001 versus 2000, which included the strong performance of Fantasia 2000. GROSS MARGIN Gross margin in 2001 was $21.3 million versus $60.5 million in 2000. Gross margin in 2001 was reduced by $16.5 million associated with the write-down of the value of certain films in the Company's library as compared to a write-down of $8.6 million in 2000, and a $4.1 million write-down due to the reduced net realizable value of the Company's inventories. The decline in the gross margin in 2001 over 2000 is primarily due to lower system revenues on 15 theater systems, of which one was an operating lease, in 2001, versus 24 theater systems in 2000, and the provisions noted above. Gross margin as a percentage of total revenues was 17.9% in 2001 compared to 34.9% in 2000. OTHER Selling, general and administrative expenses were $49.0 million in 2001 versus $53.4 million in 2000. The selling, general and administrative expenses in 2001 included a charge of $4.5 million related to the provision for impairment in accounts receivable from theaters, as compared to a charge of $13.1 million in 2000. The 2001 expense also included a non-cash item of $2.6 million in connection with a stock compensation grant. Interest income decreased to $0.8 million in 2001 from $3.3 million in 2000 due mainly to a decline in the average balance of cash, cash equivalents and investments in marketable debt securities held. Page 30
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) RESULTS OF OPERATIONS (cont'd) YEAR ENDED DECEMBER 31, 2001 VERSUS YEAR ENDED DECEMBER 31, 2000 (cont'd) OTHER (cont'd) In performing its assessment of the carrying value of long-term investments, the Company recorded a charge of $5.6 million in 2001, as compared to $4.1 million in 2000 for declines in the value of these investments that are considered to be other than temporary. The Company experienced a foreign exchange loss of $1.4 million in 2001 compared to a loss of $1.8 million in 2000. The foreign exchange losses resulted primarily from fluctuations in exchange rates on Canadian dollar cash balances and Canadian dollar and Japanese Yen denominated net investment in leases. The Company's effective tax rate differs from the statutory tax rate and will vary from year to year primarily as a result of the amortization of goodwill, which is not deductible for tax purposes, the Canadian manufacturing and processing profits deduction, the provision for income taxes at different rates in foreign and other provincial jurisdictions, enacted statutory tax rate reductions in the year and movements in the Company's valuation allowance. The 2001 deferred income tax expense included a $41.2 million increase in the valuation allowance to reflect uncertainties associated with the realization of the Company's deferred income tax asset. As of December 31, 2001, the Company had a deferred income tax asset of $48.5 million which was largely provided against through the Company's valuation allowance of $45.5 million. RESEARCH AND DEVELOPMENT Research and development expenses were $3.4 million in 2001 versus $6.5 million in 2000. The lower level of expenses in 2001 was due partly to staff reductions and management's decision to focus on a smaller number of projects with a higher potential of success and minimal capital outlay. DISCONTINUED OPERATIONS The Company's 2001 discontinuance of its digital projection systems operations was completed December 11, 2001 through the sale of its wholly owned subsidiary, Digital Projection International, including its subsidiaries (collectively "DPI"), to a company owned by members of DPI management. As part of the transaction, the Company restructured its advances to DPI, releasing DPI from obligations to repay any amounts in excess of $12.7 million previously advanced by the Company, and reorganized the remaining $12.7 million of debt owing to the Company into two separate loan agreements. The loans receivable are collateralized by fixed and floating charges over all of DPI's assets including intellectual properties. One of the loans is convertible, upon the occurrence of certain events, into shares representing 49% of the total share capital of DPI. DPI also agreed to release the Company from its ongoing obligations to DPI. The Company recorded an after-tax charge of $50.9 million in 2001, relating to operational losses of $8.5 million and a loss of $42.3 million on disposal of DPI's net assets. Included in the loss on disposal is a provision of $12.7 million to reflect the uncertainty associated with the collectibility of the loans receivable. In 2000, the Company recorded digital projection systems operating losses of $2.1 million. The Company restated the financial statements to segregate the discontinued operations for all comparative years. EXTRAORDINARY GAIN During 2001, the Company and a wholly owned subsidiary of the Company purchased an aggregate of $70.4 million of the Company's $100.0 million aggregate principal amount of Subordinated Notes for $13.7 million, consisting of $12.5 million in cash by the subsidiary and common shares by the Company valued at $1.2 million. The Company cancelled the purchased Subordinated Notes and recorded an extraordinary gain of $38.7 million, net of income tax expense of $16.8 million. Page 31
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) LIQUIDITY AND CAPITAL RESOURCES At December 31, 2002, the Company's principal source of liquidity included cash and cash equivalents of $37.1 million, trade accounts receivable of $16.9 million and net investment in leases due within one year of $5.1 million. In September 2001, the Company's demand facility with Toronto Dominion Bank Financial Group matured. At the time of maturity, the Company had no cash advances outstanding under the facility, which had been used in the past to facilitate U.S. and Canadian letters of credit and cross currency swaps which were entered into by the Company in connection with the sale of projection systems. This line was secured by the Company's accounts receivable, inventory, certain real estate and other assets of the Company. As of December 31, 2002, the Company has letters of credit of $3.3 million outstanding, which have been collateralized by cash deposits. In December 1998, the Company issued $200.0 million of 7.875% Senior Notes due December 1, 2005 (the "Senior Notes"). The Senior Notes are subject to redemption by the Company, in whole or in part, at any time on or after December 1, 2002 at redemption prices expressed as percentages of the principal amount for each 12-month period commencing December 1 of the years indicated: 2003 - 101.969%; 2004 and thereafter - 100.000% together with interest accrued thereon to the redemption date. If certain changes result in the imposition of withholding taxes under Canadian law, the Senior Notes may be redeemed by the Company at a redemption price equal to 100% of the principal amount plus accrued interest to the date of redemption. In the event of a change in control, holders of the Senior Notes may require the Company to repurchase all or part of the Senior Notes at a price equal to 101% of the principal amount plus accrued interest to the date of repurchase. The terms of the Company's outstanding Senior Notes impose certain restrictions on its operating and financing activities, including restrictions on its ability to: - issue additional debt; - create liens; - make investments; - enter into transactions with affiliates; - effect sales of assets; - declare or pay dividends or other distributions to shareholders; and - effect consolidations, amalgamations and mergers. As of December 31, 2002, the Company has $9.1 million outstanding on its Subordinated Notes. In April 1996, the Company completed a private placement of $100.00 million of the Company's Subordinated Notes. The Subordinated Notes are convertible into common shares of the Company at the option of the holder at a conversion price of $21.406 per share (equivalent to a conversion rate of 46.7154 shares per $1,000 principal amount of Subordinated Notes) at any time prior to maturity. The Subordinated Notes are redeemable at the option of the Company after April 1, 1999, plus accrued interest. The Subordinated Notes may be redeemed at any time on or after April 1, 2001 without limitation. During 2001, the Company and a wholly owned subsidiary of the Company purchased an aggregate of $70.4 million of the Company's Subordinated Notes for $13.7 million consisting of $12.5 million in cash and common shares of the Company valued at $1.2 million. The Company cancelled the purchased Subordinated Notes and recorded an extraordinary gain of $38.7 million, net of income tax expense of $16.8 million. During 2002, the Company and the subsidiary of the Company purchased an additional $20.5 million in the aggregate of the Company's Subordinated Notes for $8.1 million consisting of $6.0 million in cash and common shares of the Company valued at $2.1 million. The Company cancelled the purchased Subordinated Notes and recorded a gain of $8.3 million, net of income tax expense of $3.6 million. Page 32
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) LIQUIDITY AND CAPITAL RESOURCES (cont'd) The Company's total minimum annual rental payments to be made under operating leases for premises as of December 31, 2002 are as follows: 2003 $ 4,825 2004 4,454 2005 4,544 2006 4,667 2007 4,537 Thereafter 36,177 -------- $ 59,204 ======== As of December 31, 2002, the Company has an unfunded and accrued projected benefit obligation of approximately $17.2 million (2001 - $13.8 million) in respect of its defined benefit pension plan. The Company intends to use the proceeds of life insurance policies taken on its Co-Chief Executive Officers to satisfy, in whole or in part, the survivor benefits due and payable under the plan, although there can be no assurance that the Company will ultimately do so. The Company substantially funds its operations through cash flow from operations. Under the terms of the Company's typical theater system lease agreement, the Company receives substantial cash payments before it completes the performance of its obligations. Similarly, the Company receives cash payments for some of its film productions in advance of related cash expenditures. Cash provided by operating activities amounted to $20.4 million for the year ended December 31, 2002 after the payment of $16.9 million of interest and other working capital requirements. Changes in other non-cash operating assets and liabilities include $2.4 million that was invested in film assets, a decrease in accounts receivables of $3.4 million, and a decrease of $8.1 million in inventories in 2002. Cash used by investing activities in 2002 amounted to $3.2 million, primarily consisting of $1.5 million invested in fixed assets. Cash used in financing activities in 2002 amounted to $5.9 million mainly related to the $6.0 million repurchase by a subsidiary of a portion of the Company's Subordinated Notes. Capital expenditures including the purchase of fixed assets and investments in film assets were $4.0 million in 2002 and the Company anticipates a similar expenditure amount in 2003. Cash provided by operating activities amounted to $2.7 million for the year ended December 31, 2001 after the payment of $21.9 million of interest and other working capital requirements. Changes in other non-cash operating assets and liabilities included $8.3 million that was invested in film assets, a decrease of $1.3 million in accounts receivable and a decrease of $5.7 million in net investment in leases in 2001. Cash provided by investing activities in 2001 amounted to $5.7 million. Of this amount, $7.5 million was received from the sale of investments in marketable debt securities, and $1.1 million was invested in fixed assets. Cash used in financing activities amounted to $12.5 million in 2001, related to the repurchase by a subsidiary of a portion of the Company's Subordinated Notes. Cash used in operating activities amounted to $54.1 million for the year ended December 31, 2000 after the payment of $21.5 million of interest, $33.6 million of income taxes and working capital requirements. Changes in other non-cash operating assets and liabilities included $19.7 million that was invested in film assets, an increase of $0.1 million in accounts receivable, an increase of $9.3 million in net investment in leases and a decrease of $42.6 million in current taxes payable due to tax payments in connection with the reorganization of the Company's lines of business in 1999. Cash provided by investing activities in 2000 amounted to $45.3 million. Of this amount, $81.5 million was received from the sale of investments in marketable debt securities, $27.6 million was invested in fixed assets, principally for owned and operated theaters and theater systems contributed to joint ventured theaters, and facilities, and $6.2 million was invested in other assets including patents, trademarks and software. Cash provided by financing activities amounted to $2.5 million, which included proceeds of $1.4 million from the issuance of common shares pursuant to the Company's stock option plan. Page 33
IMAX CORPORATION ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) LIQUIDITY AND CAPITAL RESOURCES (cont'd) The Company believes that cash flow from operations together with existing cash will be sufficient to meet cash requirements for the next several years. The Company's accounts receivable, inventory, certain fixed assets and net investment in leases are currently unsecured and available as collateral for future borrowing. The Company believes it has access to other sources of liquidity, however, there can be no assurance that it will be successful in securing additional financing. In addition, if management's projections of future signings and installations are not realized, there is no guarantee the Company will continue to be able to fund its operations through cash flows from operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in foreign currency rates. The Company does not use financial instruments for trading or other speculative purposes. A substantial portion of the Company's revenues are denominated in U.S. dollars while a substantial portion of its costs and expenses denominated in Canadian dollars. A portion of the net U.S. dollar flows of the Company are converted to Canadian dollars to fund Canadian dollar expenses through the spot market. The Company plans to convert Canadian dollar expenses to U.S. dollars through the spot market on a go-forward basis. In Japan, the Company has ongoing operating expenses related to its operations. Net Japanese Yen flows are converted to U.S. dollars through the spot market. The Company also has cash receipts under leases denominated in Japanese Yen and Euros. The Company plans to convert Japanese Yen and Euros lease cash flows to U.S. dollars through the spot market on a go-forward basis. Page 34
IMAX CORPORATION ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following audited consolidated financial statements are filed as part of this Report: PAGE ---- Report of Independent Accountants to the Shareholders of IMAX Corporation......................................... 36 Consolidated Balance Sheets as at December 31, 2002 and 2001...................................................... 37 Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000........................ 38 Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000........................ 39 Consolidated Statements of Shareholders' Equity (Deficit) for the years ended December 31, 2002, 2001 and 2000.... 40 Notes to Consolidated Financial Statements........................................................................ 41 Page 35
IMAX CORPORATION REPORT OF INDEPENDENT ACCOUNTANTS TO THE SHAREHOLDERS OF IMAX CORPORATION We have audited the accompanying consolidated balance sheets of IMAX Corporation (the "Company") as at December 31, 2002 and 2001 and the related consolidated statements of operations, cash flows and shareholders' equity (deficit) for each year in the three-year period ended December 31, 2002. These financial statements and the financial statement schedule listed in the index appearing under Item 15(a)(2) of this Form 10-K are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001 and the results of its operations and cash flows for each year in the three-year period ended December 31, 2002 in accordance with accounting principles generally accepted in the United States. In addition, in our opinion, the financial statement schedule referred to above presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements . /s/ PricewaterhouseCoopers LLP Chartered Accountants Toronto, Canada February 14, 2003 Page 36
IMAX CORPORATION CONSOLIDATED BALANCE SHEETS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (In thousands of U.S. dollars) AS AT DECEMBER 31, ----------------------------- 2002 2001 ------------- ------------- ASSETS Cash and cash equivalents (note 13) $ 37,136 $ 26,388 Accounts receivable, net of allowance for doubtful accounts of $9,248 (2001 - $18,060) 16,920 18,296 Net investment in leases (note 4) 50,052 51,644 Inventories (note 5) 34,092 42,723 Prepaid expenses 2,383 1,845 Film assets (note 6) 419 10,513 Fixed assets (note 7) 45,308 52,652 Other assets (note 8) 10,455 11,295 Deferred income taxes (note 9) 3,821 3,022 Goodwill (note 3) 39,027 39,027 Other intangible assets (note 10) 3,363 4,107 ------------- ------------- Total assets $ 242,976 $ 261,512 ============= ============= LIABILITIES Accounts payable $ 6,768 $ 6,735 Accrued liabilities (note 21) 43,451 46,397 Deferred revenue 87,284 95,082 Senior notes due 2005 (note 11) 200,000 200,000 Convertible subordinated notes due 2003 (note 12) 9,143 29,643 Liabilities of discontinued operations (note 23) -- 2,103 ------------- ------------- Total liabilities 346,646 379,960 ------------- ------------- COMMITMENTS AND CONTINGENCIES (notes 13 and 14) SHAREHOLDERS' EQUITY (DEFICIT) Capital stock (note 15) Common shares - no par value. Authorized - unlimited number. Issued and outstanding - 32,973,366 (2001 - 31,899,114) 65,563 63,322 Other equity 1,542 1,034 Deficit (171,420) (183,392) Accumulated other comprehensive income 645 588 ------------- ------------- Total shareholders' equity (deficit) (103,670) (118,448) ------------- ------------- Total liabilities and shareholders' equity (deficit) $ 242,976 $ 261,512 ============= ============= (the accompanying notes are an integral part of these consolidated financial statements) Page 37
IMAX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (In thousands of U.S. dollars, except per share amounts) YEARS ENDED DECEMBER 31, ------------------------------------------------- 2002 2001 2000 -------------- --------------- ---------------- REVENUE IMAX systems (note 16) $ 70,959 $ 76,582 $ 113,226 Films 40,556 29,923 41,711 Other 19,135 12,154 18,179 ---------- ----------- ----------- 130,650 118,659 173,116 COSTS OF GOODS AND SERVICES 78,438 97,391 112,655 ---------- ----------- ----------- GROSS MARGIN 52,212 21,268 60,461 Selling, general and administrative expenses 36,916 48,962 53,384 Research and development 2,362 3,385 6,497 Amortization of intangibles 1,418 3,005 2,948 Loss (income) from equity-accounted investees (283) (73) 4,811 Restructuring costs and asset impairments (recoveries) (note 17) (2,961) 59,868 11,152 ---------- ----------- ----------- EARNINGS (LOSS) FROM OPERATIONS 14,760 (93,879) (18,331) Interest income 413 847 3,285 Interest expense, net of interest capitalized of $nil (2001 - $511, 2000 - $1,393) (17,570) (22,020) (21,961) Impairment of long-term investmets -- (5,584) (4,133) Foreign exchange gain (loss) 403 (1,357) (1,781) ---------- ----------- ----------- LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (1,994) (121,993) (42,921) Recovery of (provision for) income taxes (note 9) 3,606 (11,005) 13,139 ---------- ----------- ----------- NET EARNINGS (LOSS) FROM CONTINUING OPERATIONS 1,612 (132,998) (29,782) Net earnings (loss) from discontinued operations (note 23) 2,066 (50,850) (2,055) ---------- ----------- ----------- NET EARNINGS (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES AND EXTRAORDINARY ITEMS 3,678 (183,848) (31,837) Cumulative effect of changes in accounting principles, net of income tax benefit of $37,286 (note 24) -- -- (61,110) Extraordinary gain on repurchase of convertible subordinated notes, net of income tax expense of $3,606 and $16,843 (note 12) 8,294 38,734 -- ---------- ----------- ----------- NET EARNINGS (LOSS) $ 11,972 $ (145,114) $ (92,947) ========== =========== =========== EARNINGS (LOSS) PER SHARE (note 15): Earnings (loss) per share - basic and fully diluted: Net earnings (loss) from continuing operations $ 0.05 $ (4.30) $ (1.00) Net earnings (loss) from discontinued operations $ 0.06 $ (1.64) $ (0.07) ---------- ----------- ----------- Net earnings (loss) before cumulative effect of changes in accounting principles and extraordinary items $ 0.11 $ (5.94) $ (1.07) Cumulative effect of changes in accounting principles $ -- $ -- $ (2.04) Extraordinary items $ 0.25 $ 1.25 $ -- ---------- ----------- ----------- Net earnings (loss) $ 0.36 $ (4.69) $ (3.11) ========== =========== =========== (the accompanying notes are an integral part of these consolidated financial statements) Page 38
IMAX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (In thousands of U.S. dollars) YEARS ENDED DECEMBER 31, ----------------------------------------------- 2002 2001 2000 -------------- --------------- ------------ CASH PROVIDED BY (USED IN): OPERATING ACTIVITIES Net earnings (loss) from continuing operations $ 1,612 $ (132,998) $ (29,782) Items not involving cash: Depreciation, amortization and write-downs (note 18) 16,073 99,801 61,626 Loss (income) from equity-accounted investees (283) (73) 4,811 Deferred income taxes (4,405) 24,568 (5,201) Impairment of long-term investments -- 5,584 4,133 Stock and other non-cash compensation 3,685 5,182 1,242 Investment in film assets (2,441) (8,297) (19,665) Changes in other non-cash operating assets and liabilities (note 18) 6,116 14,520 (73,929) Net cash provided by (used in) operating activities from discontinued operations -- (5,607) 2,676 --------- ---------- ----------- Net cash provided by (used in) operating activities 20,357 2,680 (54,089) --------- ---------- ----------- INVESTING ACTIVITIES Purchase of fixed assets (1,541) (1,091) (27,643) Decrease (increase) in other assets (964) 1,140 (6,190) Increase in other intangible assets (675) (642) -- Net sale of investments in marketable debt securities -- 7,529 81,503 Acquisition of Digital Projection International, net of cash acquired -- -- (900) Acquisition of minority interest in Sonics Associates, Inc. -- (1,041) (295) Net cash used in investing activities from discontinued operations -- (217) (1,139) --------- ---------- ----------- Net cash provided by (used in) investing activities (3,180) 5,678 45,336 --------- ---------- ----------- FINANCING ACTIVITIES Repurchase of convertible subordinated notes (6,022) (12,540) -- Common shares issued 152 31 1,442 Paid-in-capital on stock options -- -- 1,034 --------- ---------- ----------- Net cash provided by (used in) financing activities (5,870) (12,509) 2,476 --------- ---------- ----------- Effects of exchange rate changes on cash from continuing operations (559) (2,066) 2,125 Effects of exchange rate changes on cash from discontinued operations -- 1,697 487 --------- ---------- ----------- Effects of exchange rate changes on cash (559) (369) 2,612 --------- ---------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS 10,748 (393) (5,689) Increase (decrease) in cash and cash equivalents from discontinued operations -- (4,127) 2,024 --------- ---------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS, DURING THE YEAR 10,748 (4,520) (3,665) Cash and cash equivalents, beginning of year 26,388 30,908 34,573 --------- ---------- ----------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 37,136 $ 26,388 $ 30,908 --------- ---------- ----------- (the accompanying notes are an integral part of these consolidated financial statements) Page 39
IMAX CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (In thousands of U.S. dollars) NUMBER OF COMMON ACCUMULATED SHARES RETAINED OTHER TOTAL ISSUED AND CAPITAL OTHER EARNINGS COMPREHENSIVE SHAREHOLDERS' COMPREHENSIVE OUTSTANDING STOCK EQUITY (DEFICIT) INCOME (LOSS)(1) EQUITY (DEFICIT) INCOME (LOSS) ----------- -------- --------- ---------- ---------------- --------------- ------------- BALANCE AT DECEMBER 31, 1999 29,757,888 $ 57,471 $ -- $ 54,669 $ (1,075) $ 111,065 $ -- Issuance of common stock 293,626 1,631 -- -- -- 1,631 -- Adjustment in paid-in-capital for stock options exercised -- -- 1,034 -- -- 1,034 -- Net loss -- -- -- (92,947) -- (92,947) (92,947) Net adjustment on available- for-sale securities -- -- -- -- 586 586 586 Foreign currency translation adjustments -- -- -- -- 894 894 894 ---------- -------- -------- ---------- ----------- ----------- --------- $ (91,467) ========= BALANCE AT DECEMBER 31, 2000 30,051,514 59,102 1,034 (38,278) 405 22,263 $ -- Issuance of common stock 1,847,600 4,220 -- -- -- 4,220 -- Net loss -- -- -- (145,114) -- (145,114) (145,114) Net adjustment on available for-sale securities -- -- -- -- 281 281 281 Foreign currency translation adjustments -- -- -- -- (98) (98) (98) ---------- -------- -------- ---------- ----------- ----------- --------- $(144,931) ========= BALANCE AT DECEMBER 31, 2001 31,899,114 63,322 1,034 (183,392) 588 (118,448) $ -- Issuance of common stock 1,074,252 2,241 -- -- -- 2,241 -- Net earnings -- -- -- 11,972 -- 11,972 11,972 Adjustment in paid-in capital for non-employee stock options granted -- -- 508 -- -- 508 -- Foreign currency translation adjustments -- -- -- -- 57 57 57 ---------- -------- -------- ---------- ----------- ----------- --------- $ 12,029 ========= BALANCE AT DECEMBER 31, 2002 32,973,366 $ 65,563 $ 1,542 $ (171,420) $ 645 $ (103,670) ========== ======== ======== ========== =========== =========== (1) Components of accumulated other comprehensive income (loss) consist of : AS AT DECEMBER 31, ------------------------------------------------------- 2002 2001 2000 -------------- --------------- -------------- Foreign currency translation adjustments $ 645 $ 588 $ 686 Unrealized loss on available-for-sale security -- -- (281) ----------- ------------ ---------- Accumulated other comprehensive income $ 645 $ 588 $ 405 =========== ============ ========== (the accompanying notes are an integral part of these consolidated financial statements) Page 40
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 1. DESCRIPTION OF THE BUSINESS IMAX Corporation together with its wholly owned subsidiaries (the "Company") is an entertainment technology company whose principal activities are: - the design, manufacture, marketing and leasing of proprietary projection and sound systems for IMAX theaters principally owned and operated by institutional and commercial customers located in more than 30 countries as of December 31, 2002; - the development, production, digital re-mastering, post-production and distribution of certain films shown in the IMAX theater network; - the operation of certain IMAX theaters located primarily in the United States and Canada; and - the provision of other services to the IMAX theater network including designing and manufacturing IMAX camera equipment for rental to filmmakers and providing ongoing maintenance services for the IMAX projection and sound systems. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of the financial statements in conformity with United States Generally Accepted Accounting Principles requires management to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could be materially different from these estimates. Significant estimates made by management include allowances for potential uncollectibity of accounts receivable and net investment in leases, provisions for inventory obsolescence, ultimate revenues for film assets, estimates of future cash flows associated with long-lived assets, goodwill, accruals for contingencies and valuation allowances for deferred income tax assets. Significant accounting policies are summarized as follows: (a) BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the Company together with its wholly owned subsidiaries. (b) CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. (c) ACCOUNTS RECEIVABLE AND NET INVESTMENT IN LEASES Allowances for doubtful accounts receivable and net investment in leases are based on the Company's assessment of the collectibility of specific customer balances which is based upon a review of the customer's credit worthiness, past collection history and the underlying asset value of the equipment under lease where applicable. When facts and circumstances indicate that there is a potential impairment in the net investment in lease owing from a customer, the Company will evaluate the potential outcome of either renegotiations or defaults on the original lease agreement and will record a provision if it is considered probable that the renegotiated lease amount will cause a reclassification of a sales-type lease to an operating lease. The provision is equal to the excess of the carrying value of the net investment in lease over the fair value of the equipment. Interest on overdue accounts is recognized as income as the amounts are collected. Page 41
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) (d) INVENTORIES Inventories are carried at the lower of cost, and net realizable value. Finished goods and work-in-process include the cost of raw materials, direct labor, design costs and, an applicable share of manufacturing overhead costs. The Company records appropriate provisions for theater systems inventory, based upon current estimates of future events and conditions including the anticipated installation dates for the current backlog of theater system contracts, potential future signings, general economic conditions, growth prospects within the customers' ultimate marketplace and the market acceptance of the Company's current and pending projection systems. (e) FILM ASSETS Costs of producing films, including capitalized interest, and costs of acquiring film rights are recorded as film assets and accounted for in accordance with AICPA Statement of Position 00-2, "Accounting by Producers or Distributors of Films" ("SOP 00-2"). Film assets are amortized and participation costs are accrued using the individual-film-forecast method in the same ratio that current gross revenues bear to anticipated total ultimate revenues. Estimates of ultimate revenues are prepared on a title-by-title basis and reviewed regularly by management and revised where necessary to reflect most current information. Ultimate revenue for films includes estimates of revenue over a period not to exceed ten years following the date of initial release. Film exploitation costs, including advertising costs, are expensed as incurred. Costs of film prints are capitalized and expensed over a period of three months. The recoverability of film costs is dependent upon commercial acceptance of the films. If events or circumstances indicate that the fair value of a film is less than the unamortized film costs, the film is written down to fair value by a charge to earnings. The Company determines the fair value of its films using a discounted cash flow model. (f) FIXED ASSETS Fixed assets are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives as follows: Projection equipment -- 10 to 15 years Camera equipment -- 5 to 10 years Buildings -- 20 to 25 years Office and production equipment -- 3 to 5 years Leasehold improvements -- Over the term of the underlying leases The Company reviews the carrying values of its fixed assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of impairment losses is based on the excess of the carrying amount of the asset over the fair value calculated using discounted expected future cash flows. Page 42
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) (g) OTHER ASSETS Other assets include investments, unrecognized prior service pension costs and deferred charges on debt financing. Costs of debt financing are deferred and amortized over the term of the debt. Investments in marketable debt securities categorized as available-for-sale securities are carried at fair value with unrealized gains or losses included in accumulated other comprehensive income. Investments in marketable debt securities categorized as held-to-maturity securities are carried at amortized cost. Investments in joint ventures are accounted for by the equity method of accounting under which net earnings (loss) include the Company's share of earnings or losses of the investees. A loss in value of an investment, which is other than a temporary decline, is recognized as a charge to earnings. (h) GOODWILL The Company adopted FASB Financial Accounting Standard No. 142 "Goodwill and Other Intangibles" ("FAS 142") effective January 1, 2002. Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired in a purchase business combination. Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or circumstances indicate that the asset might be impaired. Impairment is tested by comparing the fair value of goodwill assigned to a particular reporting unit to its carrying value. Effective January 1, 2002, the Company no longer amortizes goodwill. The Company performs an impairment test on at least an annual basis and additionally, whenever events in changes and circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the recording unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flows approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any. Any impairment loss would be expensed in the statement of operations. (i) OTHER INTANGIBLE ASSETS Patents, trademarks and other intangibles are recorded at cost and are amortized on a straight-line basis over estimated useful lives ranging from 7 to 10 years. The Company reviews the carrying values of its other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. In performing its review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of impairment losses is based on the excess of the carrying amount of the asset over the fair value calculated using discounted expected future cash flows. (j) DEFERRED REVENUE Deferred revenue represents cash received under theater system, film contracts and for various services not yet recognized as revenue. (k) INCOME TAXES Income taxes are accounted for under the liability method whereby deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the accounting and tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period in which the change is enacted. Valuation allowances are recorded where there is uncertainty of realization of a deferred income tax asset. Investment tax credits are recognized as a reduction of income tax expense in the year the credit is earned. The Company assesses realization of net deferred income tax assets and based on all available evidence, concludes whether it is more likely than not that the net deferred income tax assets will be realized. Page 43
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) (l) REVENUE RECOGNITION SALES-TYPE LEASES OF THEATER SYSTEMS Theater system leases that transfer substantially all of the benefits and risks of ownership to customers are classified as sales-type leases as a result of meeting the criteria established by FASB Statement of Financial Accounting Standards No. 13, "Accounting for Leases" ("FAS 13"). When revenue is recognized, the initial rental fees due under the contract, along with the present value of minimum ongoing rental payments, are recorded as revenues for the period, and the related projector costs including installation expenses are recorded as cost of goods and services. Additional ongoing rentals in excess of minimums are recognized as revenue when reported by the theater operator, provided that collection is reasonably assured. The Company recognizes revenues from sales-type leases upon installation of the theater system when all of the following criteria are met: persuasive evidence of an agreement exists; the price is fixed or determinable; and collection is reasonably assured. Cash installments of initial rents received in advance of the time at which revenue is recognized are recorded as deferred revenue. The associated costs of constructing the theater systems not yet recognized as revenue are included in inventories. If the Company and a lessee agree to change the terms of the lease, other than by renewing the lease or extending its terms, management evaluates whether the new agreement would be classified as a sales-type lease or an operating lease under the provisions of FAS 13. Any adjustments which result from a change in classification from a sales-type lease to an operating lease are recorded as a charge to earnings during the period in which the change occurs. The Company is periodically involved in settlements and legal proceedings relating to terminated lease agreements with customers. When settlement amounts are received, the Company allocates the total proceeds to the underlying elements based on their relative fair value. OPERATING LEASES OF THEATER SYSTEMS Leases that do not transfer substantially all of the benefits and risks of ownership to the customer are classified as operating leases. For these leases, initial rental fees and minimum lease payments are recognized as revenue on a straight-line basis over the lease term. Additional rentals in excess of minimum annual amounts are recognized as revenue when the contracted portions of theater admissions due to the Company reported by theater operators exceed the minimum amounts, provided that collection is reasonably assured. SALES OF THEATER SYSTEMS Revenue from sales of theater systems is recognized when all of the following criteria are met: persuasive evidence of an agreement exists; the price is fixed or determinable; title passes to the customer; installation of the system is complete; and collection is reasonably assured. FILM LICENSING Revenue from licensing of films is recognized when a contractual licensing arrangement exists, the film has been completed and delivered, the license period has begun, the fee is fixed or determinable and collection is reasonably assured. Where the license fees are based on a share of the customer's revenue, and all other revenue recognition criteria stated in the preceding sentence are met, the Company recognizes revenue as the customer exhibits the film. Page 44
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) (l) REVENUE RECOGNITION (cont'd) MAINTENANCE AND OTHER SERVICES Maintenance revenues are recognized on a straight-line basis over the maintenance period. Revenues from digital re-mastering and post-production film services are recognized as the service is performed. Revenues on camera rentals are recognized over the rental period. Theater admission revenues are recognized on the date of the exhibition. Other service revenues are recognized when the services are performed. (m) RESEARCH AND DEVELOPMENT Research and development costs are expensed as incurred. (n) FOREIGN CURRENCY TRANSLATION Monetary assets and liabilities of the Company's operations, which are denominated in currencies other than the functional currency, are translated into the functional currency at the exchange rates prevailing at the end of the period. Non-monetary items are translated at historical exchange rates. Revenue and expense transactions are translated at exchange rates prevalent at the transaction date. Such exchange gains and losses are included in the determination of net earnings (loss) in the period in which they arise. For foreign subsidiaries with functional currencies other than the U.S. dollar, assets and liabilities are translated at the year-end exchange rates and revenue and expense items are translated at the average rate for the period, with translation gains and losses being included in other comprehensive income. (o) STOCK-BASED COMPENSATION The Company accounts for stock-based compensation under the intrinsic value method set out in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and its related interpretations, and has made pro forma disclosures of net earnings (loss) and earnings (loss) per share in note 15 as if the methodology prescribed by FASB Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS 123"), had been adopted. (p) PENSION PLANS Defined benefit pension plan liabilities are recorded as the excess of the accumulated projected benefit obligation over the fair value of plan assets. Assumptions used in computing defined benefit obligations are regularly reviewed by management in consultation with its actuaries and adjusted for market conditions. Prior service costs resulting from plan inception or amendments are amortized over the expected future service of the employees while current service costs are expensed when earned. For defined contribution pension plans, amounts contributed by the Company are recorded as an expense. 3. ACCOUNTING CHANGE The Company adopted FAS 142, effective January 1, 2002 under which goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed at least annually for impairment. If the Company had continued to amortize goodwill, the charge for 2002 would have been $2.3 million. Pursuant to FAS 142, the Company completed its test for goodwill impairment effective January 1, 2002. The Company identified its reporting units to be the same as its operating segments. The carrying values of assets, liabilities, goodwill and other intangible assets were assigned to each of these reporting units. To test for impairment in accordance with FAS 142, the fair value of each reporting unit was determined and compared to the carrying value of each unit. The Company completed the process for each reporting unit and determined that the fair value exceeded the carrying value and thus, concluded that there was no impairment in goodwill. Page 45
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 3. ACCOUNTING CHANGE (cont'd) In accordance with FAS 142, the effect of this change in accounting principle is reflected prospectively. Supplemental comparative disclosure as if the change had been applied retroactively, is as follows: YEARS ENDED DECEMBER 31, ----------------------------------------------------------- 2002 2001 2000 ------------------ ----------------- ----------------- Reported net earnings (loss) before extraordinary items $ 3,678 $ (183,848) $ (31,837) Add back: Goodwill amortization -- 2,310 1,812 ------------------ ----------------- ----------------- Adjusted net earnings (loss) before extraordinary items $ 3,678 $ (181,538) $ (30,025) ================== ================= ================= Reported net earnings (loss) $ 11,972 $ (145,114) $ (92,947) Add back: Goodwill amortization -- 2,310 1,812 ------------------ ----------------- ----------------- Adjusted net earnings (loss) $ 11,972 $ (142,804) $ (91,135) ================== ================= ================= Basic and fully diluted earnings (loss) per share: Reported net earnings (loss) per share $ 0.36 $ (4.69) $ (3.11) Goodwill amortization $ -- $ 0.07 $ 0.06 ------------------ ----------------- ----------------- Adjusted net earnings (loss) per share $ 0.36 $ (4.62) $ (3.05) ================== ================= ================= 4. LEASES (a) NET INVESTMENT IN LEASES The Company enters into sales-type leases, for which the customer makes initial rental payments and additional rental payments with contracted minimums, which are generally indexed with inflation. The Company's net investment in sales-type leases, at December 31, is comprised of the following: 2002 2001 ------------ ------------ Gross minimum lease amounts receivable $ 97,167 $ 105,379 Residual value of equipment 824 898 Unearned finance income (39,001) (42,888) ------------ ------------ Present value of minimum lease amounts receivable 58,990 63,389 Accumulated allowance for uncollectible amounts (8,938) (11,745) ------------ ------------ Net investment in leases $ 50,052 $ 51,644 ============ ============ (b) RENTAL AMOUNTS Revenue includes the following annual rental amount, for the years ended December 31: 2002 2001 2000 ------------- ------------- -------------- Ongoing minimum rental amounts on operating leases $ 849 $ 562 $ 879 Additional rentals in excess of minimum amounts on sales-type leases 681 660 1,804 Additional rentals in excess of minimum amounts on operating leases 3,525 2,595 2,807 Finance income on sales-type leases 4,691 5,152 6,607 ---------- --------- --------- $ 9,746 $ 8,969 $ 12,097 ========== ========= ========= Page 46
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 4. LEASES (cont'd) (b) RENTAL AMOUNTS (cont'd) The estimated amount of gross minimum rental amounts receivable from operating and sales-type leases at December 31, 2002, for each of the next five years is as follows: 2003 $ 10,287 2004 9,408 2005 8,842 2006 8,598 2007 7,470 Thereafter 60,080 ---------- $ 104,685 ========== 5. INVENTORIES AT DECEMBER 31, --------------------------- 2002 2001 ----------- ------------ Raw materials $ 5,042 $ 5,939 Work-in-process 2,249 4,313 Finished goods 26,800 32,471 --------- ---------- $ 34,092 $ 42,723 ========= ========== 6. FILM ASSETS AT DECEMBER 31, -------------------------- 2002 2001 ----------- ----------- Completed and released films, net of accumulated amortization $ 206 $ 1,682 Films in production -- 8,597 Development costs 213 234 ---------- ---------- $ 419 $ 10,513 ========== ========== Included in costs of goods and services for 2002 are charges of $nil (2001 - $16.5 million, 2000 - $8.6 million) to reflect write-downs of unamortized film costs. All unamortized film costs as at December 31, 2002 for released films are expected to be amortized within three years from December 31, 2002. The amount of accrued participation liabilities that the Company expects to pay during 2003 is $3.7 million. Film assets include $nil of interest capitalized in 2002 (2001 - $0.5 million, 2000 - $0.8 million). Page 47
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 7. FIXED ASSETS AT DECEMBER 31, 2002 ------------------------------------------------------------- ACCUMULATED COST DEPRECIATION NET BOOK VALUE ----------------- -------------------- ----------------- Equipment leased or held for use Projection equipment $ 38,460 $ 20,468 $ 17,992 Camera equipment 9,548 7,629 1,919 ----------------- ----------------- ----------------- 48,008 28,097 19,911 ----------------- ----------------- ----------------- Assets under construction 1,672 -- 1,672 ----------------- ----------------- ----------------- Other fixed assets Land 1,648 -- 1,648 Buildings 15,505 5,620 9,885 Office and production equipment 24,023 19,081 4,942 Leasehold improvements 8,928 1,678 7,250 ----------------- ----------------- ----------------- 50,104 26,379 23,725 ----------------- ----------------- ----------------- $ 99,784 $ 54,476 $ 45,308 ================= ================= ================= AT DECEMBER 31, 2002 ------------------------------------------------------------- ACCUMULATED COST DEPRECIATION NET BOOK VALUE ----------------- -------------------- ----------------- Equipment leased or held for use Projection equipment $ 40,497 $ 18,099 $ 22,398 Camera equipment 9,442 7,239 2,203 ----------------- ----------------- ----------------- 49,939 25,338 24,601 ----------------- ----------------- ----------------- Assets under construction 1,452 -- 1,452 ----------------- ----------------- ----------------- Other fixed assets Land 1,949 -- 1,949 Buildings 16,192 5,052 11,140 Office and production equipment 22,404 16,875 5,529 Leasehold improvements 8,893 912 7,981 ----------------- ----------------- ----------------- 49,438 22,839 26,599 ----------------- ----------------- ----------------- $ 100,829 $ 48,177 $ 52,652 ================= ================= ================= Interest capitalized in 2002 to fixed assets amounted to $nil (2001 - $nil, 2000 - $0.6 million). 8. OTHER ASSETS AT DECEMBER 31, ------------------------------- 2002 2001 --------------- ------------- Pension asset, representing unrecognized prior service costs $ 7,036 $ 6,647 Deferred charges on debt financing 2,184 3,092 Investments in equity-accounted investees -- 314 Other assets 1,235 1,242 ---------- ---------- $ 10,455 $ 11,295 ========== ========== Page 48
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 9. INCOME TAXES (a) Earnings (loss) from continuing operations before income taxes and minority interest by tax jurisdiction, for the years ended December 31, is comprised of the following: 2002 2001 2000 -------------- ------------- ------------- Canada $ (3,055) $ (91,414) $ (31,884) United States 583 (29,368) (8,008) Japan 1,031 291 338 Other (553) (1,502) (3,367) ---------- ---------- ---------- $ (1,994) $ (121,993) $ (42,921) ========== ========== ========== (b) The recovery of (provision for) income taxes related to income before the cumulative effect of changes in accounting principles and extraordinary items, for the year ended December 31, comprise of the following: 2002 2001 2000 -------------- ------------- ------------- Current: Canada $ (754) $ 13,598 $ 8,167 Foreign (45) (35) (229) ----------- ---------- ---------- (799) 13,563 7,938 ----------- ---------- ---------- Deferred: Canada 4,405 (16,111) 1,915 Foreign -- (8,457) 3,286 ----------- ---------- ---------- 4,405 (24,568) 5,201 ----------- ---------- ---------- $ 3,606 $ (11,005) $ 13,139 =========== ---------- ---------- (c) The recovery of (provision for) income taxes before the cumulative effect of changes in accounting principles and extraordinary items differs from the amount that would have resulted by applying the combined Canadian federal and provincial statutory income tax rates to earnings, for the years ended December 31, is due to the following: 2002 2001 2000 ----------- ---------- ---------- Income tax recovery at combined statutory rates $ 769 $ 50,773 $ 18,863 Increase (decrease) resulting from: Permanent differences 3,070 (3,434) (3,113) Manufacturing and processing credits deduction (141) (1,704) (2,841) Decrease (increase) in valuation allowance 1,762 (41,239) (1,338) Large corporations tax (403) (402) (405) Income tax at different rates in foreign and other provincial jurisdictions (37) (1,156) (353) Investment tax credits and other 11 (903) 2,326 Effect of legislated tax rate reductions -- (12,940) -- Other (1,425) -- -- ========= --------- -------- Recovery of (provision for) income taxes, as reported $ 3,606 $ (11,005) $ 13,139 ========= ========= ======== Page 49
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 9. INCOME TAXES (cont'd) (d) The deferred income tax asset, at December 31, is comprised of the following: 2002 2001 -------------- -------------- Net operating loss and capital loss carryforwards $ 11,581 $ 16,959 Investment tax credit and other tax credit carryforwards 1,883 1,944 Write-downs of other assets 5,596 5,085 Excess tax over accounting basis in fixed assets and inventories 37,875 37,920 Accrued reserves 4,636 9,628 Other 2,298 3,135 ------------- ------------- Total deferred income tax assets 63,869 74,671 Income recognition on net investment in leases (16,306) (26,145) ------------- ------------- 47,563 48,526 Valuation allowance (43,742) (45,504) ------------- ------------- Net deferred income tax asset $ 3,821 $ 3,022 ============= ============= Loss carryforwards and tax credit carryforwards expire as follows: INVESTMENT TAX CREDITS AND OTHER NET OPERATING TAX CREDIT CAPITAL LOSS LOSS CARRYFORWARDS CARRYFORWARDS CARRYFORWARDS ----------------- ------------- ------------- 2003 $ 300 $ -- $ -- 2004 -- -- -- 2005 -- -- -- 2006 -- -- 537 2007 -- -- 465 Thereafter 1,583 24,370 32,207 ---------- ---------- ---------- $ 1,883 $ 24,370 $ 33,209 ========== ========== ========== Net operating loss carryforwards can be carried forward to reduce taxable income through to 2022. Net capital loss carryforwards can be carried forward indefinitely to reduce capital gains. Investment tax credits and other tax credits can be carried forward to reduce income taxes payable through to 2012. Page 50
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 10. OTHER INTANGIBLE ASSETS AT DECEMBER 31, 2002 ------------------------------------------------------------- ACCUMULATED COST AMORTIZATION NET BOOK VALUE ------------------ ------------------ ------------------ Patents and trademarks $ 4,007 $ 1,417 $ 2,590 Intellectual property rights 1,193 420 773 Other intangible assets 1,264 1,264 -- ---------- ---------- ---------- $ 6,464 $ 3,101 $ 3,363 ========== ========== ========== AT DECEMBER 31, 2001 ------------------------------------------------------------- ACCUMULATED COST AMORTIZATION NET BOOK VALUE ------------------ ------------------ ------------------ Patents and trademarks $ 3,332 $ 977 $ 2,355 Intellectual property rights 1,193 248 945 Other intangible assets 1,264 457 807 ---------- ---------- ---------- $ 5,789 $ 1,682 $ 4,107 ========== ========== ========== The Company expects to amortize approximately $0.7 million of other intangible assets for each of the next 5 years. 11. SENIOR NOTES DUE 2005 In December 1998, the Company issued $200.0 million of Senior Notes due December 1, 2005 (the "Senior Notes") bearing interest at 7.875% per annum with interest payable in arrears on June 1 and December 1 of each year, commencing June 1, 1999. The Senior Notes are the senior unsecured obligation of the Company, ranking pari passu in right of payment to all existing and future senior unsecured and unsubordinated indebtedness of the Company and senior in right of payment to any subordinated indebtedness of the Company. The Senior Notes contain covenants that, among other things, limit the ability of the Company to incur additional indebtedness, pay dividends or make other distributions, make certain investments, create certain liens, engage in certain transactions with affiliates, engage in certain sale and leaseback transaction or engage in mergers, consolidations or the transfer of all or substantially all of the assets of the Company. The Senior Notes are subject to redemption by the Company, in whole or in part, at any time on or after December 1, 2002, at redemption prices expressed as percentages of the principal amount for each 12-month period commencing December 1 of the years indicated: 2003 - 101.969%, 2004 and thereafter - 100.000%, together with interest accrued thereon to the redemption date. If certain changes result in the imposition of withholding taxes under Canadian law, the Senior Notes are subject to redemption at the option of the Company, in whole but not in part, at a redemption price of 100% of the principal amount thereof plus accrued interest to the date of redemption. In the event of a change in control, holders of the Senior Notes may require the Company to repurchase all or part of the Senior Notes at a price equal to 101% of the principal amount thereof plus accrued interest to the date of repurchase. Interest expense on the Senior Notes amounted to $15.8 million in 2002 (2001 - $15.8 million, 2000 - $15.8 million). Page 51
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 12. CONVERTIBLE SUBORDINATED NOTES DUE 2003 In April 1996, the Company issued $100.0 million of 5.75% Convertible Subordinated Notes due April 1, 2003 (the "Subordinated Notes") payable in arrears on April 1 and October 1. The Subordinated Notes, subordinate to present and future senior indebtedness of the Company, are convertible into common shares of the Company at the option of the holder at a conversion price of $21.406 per share (equivalent to a conversion rate of 46.7154 shares per $1,000 principal amount of Subordinated Notes) at any time prior to maturity. The Subordinated Notes are redeemable at the option of the Company after April 1, 1999, without limitation equal to the principal amount plus accrued interest. During 2001, the Company and a wholly owned subsidiary of the Company purchased an aggregate of $70.4 million of the Company's Subordinated Notes for $13.7 million, consisting of $12.5 million in cash, and common shares of the Company valued at $1.2 million. The Company cancelled the purchased Subordinated Notes and recorded an extraordinary gain of $38.7 million in 2001, net of income tax expense of $16.8 million. During 2002, the Company and a wholly owned subsidiary of the Company purchased an additional $20.5 million in the aggregate of the Company's Subordinated Notes for $8.1 million, consisting of $6.0 million in cash, and common shares of the Company valued at $2.1 million. The Company cancelled the purchased Subordinated Notes and recorded an extraordinary gain of $8.3 million, net of income tax expense of $3.6 million. This transaction had the effect of reducing the principal amount of the Company's outstanding Subordinated Notes as at December 31, 2002 to $9.1 million. 13. COMMITMENTS (a) Total minimum annual rental payments to be made by the Company under operating leases for premises are as follows: 2003 $ 4,825 2004 4,454 2005 4,544 2006 4,667 2007 4,537 Thereafter 36,177 --------- $ 59,204 ========= Rent expense was $4.0 million for 2002 (2001 - $5.6 million, 2000 - $5.5 million). In addition, in 2002 an accrual of $nil (2001 - $4.2 million, 2000 - $nil) was charged to selling, general and administrative expenses for exit costs associated with a plan to vacate and sub-lease one of the Company's premises. (b) As of December 31, 2002, the Company has letters of credit of $3.3 million outstanding, which have been collateralized by cash deposits. Page 52
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 14. CONTINGENCIES (a) In November 2001, the Company filed a complaint with the High Court of Munich (the "Court") against Big Screen, a German large-screen cinema owner in Berlin ("Big Screen"), demanding payment of rental payments and certain other amounts owed to the Company. Big Screen has raised a defense based on alleged infringement of German antitrust rules, relating mainly to an allegation of excessive pricing. Big Screen is also a member of Euromax, an association of European large-screen cinema owners that filed a complaint in 2000 with the European Commission based on European Community ("EC") competition rules, which was dismissed in its entirety by the EC in July 2002. Euromax is entitled to a decision in appealable form, therefore the Company expects the EC to confirm its rejection of the complaint in the form of an appealable decision. Big Screen had brought a number of motions for restraining orders in this matter relating to the Company's provision of films and maintenance, all of which have been rejected by the courts, including the Berlin Court of Appeals, and for which all appeals have been exhausted. The Company believes that all of the allegations in Big Screen's individual defense are meritless and will accordingly continue to prosecute this matter vigorously. The Company believes that the amount of the loss, if any, suffered in connection with this dispute would not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. (b) In June 2000, a complaint was filed against the Company and a third party by Mandalay Resort Group formerly known as Circus Circus Enterprises, Inc., alleging breach of contract and express warranty, fraud and misrepresentation in connection with the installation of certain motion simulation bases in Nevada. The case is being heard in the U.S. District Court for the District of Nevada. The complainant is seeking damages in excess of $4.0 million. The Company has brought a third party action against Tri-Tech International, Inc. ("Tri-Tech") claiming that any liability of the Company would be due to Tri-Tech's non-performance. The Company believes that the allegations made against it in the complaint are meritless and will accordingly defend the matter vigorously. The Company further believes that the amount of loss, if any, suffered in connection with this lawsuit would not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. (c) In March 2001, a complaint was filed against the Company by Muvico Entertainment, L.L.C. ("Muvico"), alleging misrepresentation and seeking rescission in respect of the system lease agreements between the Company and Muvico. The Company filed counterclaims against Muvico for breach of contract, unjust enrichment unfair competition and/or deceptive trade practices and theft of trade secrets, and brought claims against MegaSystems, Inc. ("MegaSystems"), a large-format theater system manufacturer, for tortious interference and unfair competition and/or deceptive trade practices and to enjoin Muvico and MegaSystems from using the Company's confidential and proprietary information. The case is being heard in the U.S. District Court, Southern District of Florida, Miami Division. The Company moved for summary judgement on its contract claims against Muvico in September 2002 and is awaiting a ruling by the court. The Company believes that the allegations made by Muvico in its complaint are entirely without merit and will accordingly defend the claims vigorously. The Company further believes that the amount of loss, if any, suffered in connection with this lawsuit would not have a material impact on the financial position or results of operation of the Company, although no assurance can be given with respect to the ultimate outcome of any such litigation. (d) In addition to the matters described above, the Company is currently involved in other legal proceedings which, in the opinion of the Company's management, will not materially affect the Company's financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such proceedings. (e) As of December 31, 2002, the Company has letters of credit of $3.3 million outstanding, which have been collateralized by cash deposits. Page 53
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 15. CAPITAL STOCK (a) AUTHORIZED The authorized capital of the Company consists of an unlimited number of common shares. The following is a summary of the rights, privileges, restrictions and conditions of the common shares. COMMON SHARES The holders of common shares are entitled to receive dividends if, as and when declared by the directors of the Company, subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to the common shares. The holders of the common shares are entitled to one vote for each common share held at all meetings of the shareholders. (b) CHANGES DURING THE PERIOD In 2002, the Company issued 74,252 common shares pursuant to the exercise of stock options for cash proceeds of $0.2 million and 1,000,000 common shares with an ascribed value of $2.1 million as partial payment for the repurchase of a portion of the Subordinated Notes (see note 12). In 2001, the Company issued 150,000 common shares pursuant to the exercise of stock options for cash proceeds of $0.03 million, 20,000 common shares with a value of $0.4 million relating to additional consideration for a prior period business acquisition, 1,000,000 common shares under terms of the Company's employment contracts with an ascribed value of $2.6 million and 677,600 common shares with an ascribed value of $1.2 million as partial payment for the repurchase of a portion the Subordinated Notes (see note 12). In 2000, the Company issued 281,300 common shares pursuant to the exercise of stock options for cash proceeds of $1.4 million, 10,658 common shares with a value of $0.2 million related to additional consideration for a prior period business acquisition and 1,668 common shares under the terms of an employment contract with an ascribed value of $0.03 million. (c) SHARES HELD BY A SUBSIDIARY During 2000, 148,000 common shares held by a subsidiary were sold to a former employee of the Company in connection with the exercise of a stock option grant for cash proceeds of $0.03 million. (d) STOCK BASED COMPENSATION As at December 31, 2002, the Company has reserved a total of 8,367,640 (2001 - 8,372,550) common shares for future issuance as follows: (i) 8,367,640 common shares remain reserved for issuance under the Stock Option Plan, of which options in respect of 5,640,898 common shares are outstanding at December 31, 2002. The options granted under the Stock Option Plan generally vest between one and five years and expire 10 years or less from the date granted. At December 31, 2002, options in respect of 3,360,165 common shares were vested and exercisable. During 2002, the number of common shares reserved was decreased by 42,500 upon the exercise of options under the Stock Option Plan; decreased by 31,752 upon the exercise of other options; and was increased by 69,342 upon the termination of share grant obligations to executives of a former subsidiary. (ii) Under the terms of certain employment agreements, the Company is required to issue 360,000 restricted common shares or pay their cash equivalent. The restricted shares or the related cash obligation are fully vested effective July 1, 2002. The Company has recorded an expense of $0.7 million in 2002 (2001 - $0.6 million, 2000 - $0.2 million) under these agreements. Page 54
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 15. CAPITAL STOCK (cont'd) (d) STOCK BASED COMPENSATION (cont'd) The following table summarizes certain information in respect of option activity under the Stock Option Plan: WEIGHTED AVERAGE NUMBER OF SHARES EXERCISE PRICE PER SHARE ----------------------------------- ------------------------------ 2002 2001 2000 2002 2001 2000 --------- ---------- --------- -------- -------- -------- Options outstanding, beginning of year 4,609,086 8,071,072 5,157,400 $ 16.98 $ 21.91 $ 20.18 Granted 2,229,893 1,395,128 3,224,972 4.76 2.95 24.25 Exercised (42,500) - (131,300) 3.11 - 9.06 Cancelled(1) (869,681) (2,867,100) - 22.81 21.42 - Forfeited (285,900) (1,990,014) (180,000) 24.66 21.94 26.17 --------- ---------- --------- Options outstanding, end of year 5,640,898 4,609,086 8,071,072 11.31 16.98 21.91 ========= ========== ========= Options exercisable, end of year 3,360,165 2,549,182 3,269,728 13.89 20.31 19.65 ========= ========== ========= (1) Included in 2001 are stock options for 2,600,000 common shares cancelled for $nil consideration in conjunction with the issuance of 650,000 common shares under the terms of certain employment agreements. The cancellation of other stock options was done for $nil consideration. The following table summarizes certain information in respect of options outstanding under the Stock Option Plan at December 31, 2002: NUMBER OF SHARES ---------------------- WEIGHTED RANGE OF EXERCISE AVERAGE EXERCISE AVERAGE PRICES PER SHARE OUTSTANDING VESTED PRICE PER SHARE REMAINING TERM - ------------------ ----------- --------- ---------------- -------------- $ 0.00 - $ 2.99 364,128 180,459 $ 2.62 5.7 Years $ 3.00 - $ 4.99 2,660,009 1,120,870 4.10 6.2 Years $ 5.00 - $ 9.99 429,889 257,064 6.78 3.8 Years $10.00 - $ 14.99 11,000 11,000 13.48 3.1 Years $15.00 - $ 19.99 258,400 256,400 16.27 3.7 Years $20.00 - $ 24.99 1,503,172 1,266,172 22.26 6.3 Years $25.00 - $ 28.04 414,300 268,200 27.11 6.9 Years --------- --------- Total 5,640,898 3,360,165 11.31 5.7 Years ========= ========= The Company recorded compensation expenses relating to stock options granted to non-employees for $0.5 million in 2002 (2001 - $nil, 2000 - $nil) and credited the amounts to other equity. Page 55
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 15. CAPITAL STOCK (cont'd) (d) STOCK BASED COMPENSATION (cont'd) The Company currently follows APB 25 and if the methodology prescribed by FAS 123 had been adopted by the Company, pro forma results for the year ended December 31, would have been as follows: 2002 2001 2000 ----------- ------------ ----------- Net earnings (loss) as reported $ 11,972 $ (145,114) $ (92,947) Stock-based compensation expense, if the methodology prescribed by FAS 123 had been adopted (10,765) (10,290) (6,367) ----------- ------------ ----------- Adjusted net earnings (loss) $ (1,207) $ (155,404) $ (99,314) =========== ============ =========== Earnings (loss) per share - basic and fully diluted: Net earnings (loss) as reported $ 0.36 $ (4.69) $ (3.11) FAS 123 stock-based compensation expense $ (0.32) $ (0.34) $ (0.21) ----------- ------------ ----------- Adjusted net earnings (loss) $ 0.04 $ (5.03) $ (3.32) =========== ============ =========== The weighted average fair value of common share options granted in 2002 at the time of grant was $2.2 million (2001 - $3.2 million, 2000 - $24.1 million). The fair value of common share options granted is estimated at the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, an average risk free interest rate of 2.6% (2001 - 4.5%, 2000 - 6.0%), 20% forfeiture of options vesting greater than two years, expected life of one to seven years and expected volatility of 50% (2001 - 200%, 2000 - 200%). (e) EARNINGS (LOSS) PER SHARE YEARS ENDED DECEMBER 31, ---------------------------------------------- 2002 2001 2000 ------------- ------------- -------------- Net earnings (loss) applicable to common shareholders: Earnings (loss) before cumulative effect of changes in accounting principles and extraordinary items $ 3,678 $ (183,848) $ (31,837) Cumulative effect of changes in accounting principles, net of income tax benefit of $37,286 -- -- (61,110) Extraordinary gain on repurchase of convertible subordinated notes, net of income tax expense of $3,606 in 2002 and $16,843 in 2001 8,294 38,734 -- ------------- ------------- -------------- $ 11,972 $ (145,114) $ (92,947) ============= ============= ============== Weighted average number of common shares: Issued and outstanding, beginning of year 31,899,114 30,051,514 29,757,888 Weighted average number of shares issued during the year 1,044,279 864,167 116,227 ------------- ------------- -------------- Weighted average number of shares used in computing basic earnings (loss) per share 32,943,393 30,915,681 29,874,115 Assumed exercise of stock options, net of shares assumed 362,935 -- -- ------------- ------------- -------------- Weighted average number of shares used in computing diluted earnings (loss) per share 33,306,328 30,915,681 29,874,115 ============= ============= ============== Page 56
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 15. CAPITAL STOCK (cont'd) (e) EARNINGS (LOSS) PER SHARE (cont'd) The calculation of diluted loss per share for 2001 and 2000 excludes options to purchase common shares of stock which were outstanding, and for 2002, 2001 and 2000 excludes common shares issuable upon conversion of the Subordinated Notes as the impact of these exercises and conversions would be anti-dilutive. 16. CONSOLIDATED STATEMENTS OF OPERATIONS SUPPLEMENTAL INFORMATION Included in IMAX systems revenue for 2002 is $5.1 million (2001 - $5.5 million , 2000 - $1.4 million) for restructured and/or terminated lease agreements with customers. 17. RESTRUCTURING COSTS AND ASSET IMPAIRMENTS (RECOVERIES) YEARS ENDED DECEMBER 31, -------------------------------------- 2002 2001 2000 ---------- ---------- ----------- Restructuring costs(1) (recovery) $ (497) $ 16,292 $ -- Asset impairments (recovery) Net investment in leases(2) (2,840) 13,633 -- Fixed assets(3) 376 26,660 11,152 Other assets -- 3,283 -- ---------- ---------- ----------- Total $ (2,961) $ 59,868 $ 11,152 ========== ========== =========== (1) During 2001, the Company reduced its expenses and changed its corporate structure to reflect industry-wide economic and financial difficulties faced by certain of the Company's customers. During the year ended December 31, 2001, the Company relocated its Sonics sound-system facility in Birmingham, Alabama to the Company's current facilities near Toronto, Canada, and reduced its overall corporate workforce by 208 employees. In 2001, the Company recorded expenses of $12.6 million for staff severances and $3.7 million for premises relocation charges. During 2002, the Company recovered $0.5 million of restructuring liabilities for terminated employees who obtained employment prior to the completion of their severance period. As at December 31, 2002 the Company has accrued liabilities of $1.4 million (2001 - $5.1 million, 2000 - $nil) for costs of severed employees to be paid over the next two years. During 2002, the Company paid out $3.2 million of termination benefits. (2) In its assessment of the carrying value of the Company's net investment in leases for the year ended December 31, 2001, the Company recorded a charge of $13.6 million (2000 - $nil), as collectibility associated with certain leases was considered uncertain. During 2002, the Company recorded a recovery of previously provided amounts of $2.8 million as collectibility associated with certain leases due to amendment or settlement of the leases. (3) The Company, in assessing the carrying value of its long-lived assets recorded write-downs of $0.4 million in 2002 (2001 - $26.7 million, 2000 - $11.2) relating to fixed assets as estimated discounted future cash flows were less than the carrying amount of the asset. Page 57
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 18. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, --------------------------------------- 2002 2001 2000 ----------- ---------- ---------- (a) Changes in other non-cash operating assets and liabilities comprise of the following: Decrease (increase) in: Accounts receivable $ 3,383 $ 1,331 $ (111) Net investment in leases 220 5,687 (9,258) Inventories 8,092 6,852 (6,657) Prepaid expenses (688) (33) (1,939) Increase (decrease) in: Accounts payable 33 (9,862) (7,127) Accrued liabilities (7,838) 19,880 (40,224) Deferred revenue 2,914 (9,335) (8,613) ----------- ---------- ---------- $ 6,116 $ 14,520 $ (73,929) =========== ========== ========== (b) Cash payments made during the year on account of: Income taxes $ 1,256 $ 1,107 $ 33,613 =========== ========== ========== Interest $ 16,868 $ 21,910 $ 21,500 =========== ========== ========== (c) Depreciation, amortization and write-downs (recoveries) comprise of the following: Depreciation and amortization: Film assets $ 1,973 $ 10,544 $ 9,346 Fixed assets 6,300 8,652 11,131 Other assets 2,202 3,075 4,982 Goodwill -- 2,310 1,812 Other intangible assets 1,419 695 302 Deferred financing costs 792 1,149 1,213 ----------- ---------- ---------- 12,686 26,425 28,786 Write-downs (recoveries): Accounts receivable (1,941) 4,469 13,086 Net investment in leases 708 13,633 -- Inventories 1,229 4,053 -- Film assets -- 16,514 8,602 Fixed assets 3,175 26,660 11,152 Other assets 216 8,047 -- ----------- ---------- ---------- 3,387 73,376 32,840 ----------- ---------- ---------- $ 16,073 $ 99,801 $ 61,626 =========== ========== ========== Page 58
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 19. SEGMENTED AND OTHER INFORMATION As of December 31, 2002, the Company has three reportable segments: IMAX systems, films and other. The Company's digital projection systems operating segment was disposed of effective December 11, 2001 and has been reflected as discontinued operations (see note 23). The IMAX systems segment designs, manufactures, sells or leases and maintains IMAX theater projection systems. The films segment produces and distributes films, and performs film post-production services. The other segment includes camera rentals and theater operations. The accounting policies of the segments are the same as those described in note 2. Segment performance is evaluated based on gross margin less selling, general and administrative expenses, research and development expenses, amortization of intangibles, loss (income) from equity-accounted investees and restructuring costs and asset impairments (recoveries). Inter-segment transactions are not significant. (a) OPERATING SEGMENTS YEARS ENDED DECEMBER 31, ------------------------------------------ 2002 2001 2000 ----------- ------------ ----------- REVENUE IMAX systems $ 70,959 $ 76,582 $ 113,226 Films 40,556 29,923 41,711 Other 19,135 12,154 18,179 ----------- ------------ ----------- Total $ 130,650 $ 118,659 $ 173,116 =========== ============ =========== EARNINGS (LOSS) FROM OPERATIONS IMAX systems $ 30,763 $ 4,226 $ 38,660 Films 5,379 (33,022) (13,734) Other (899) (21,850) (23,321) Corporate overhead (20,483) (43,233) (19,936) ----------- ------------ ----------- Total $ 14,760 $ (93,879) $ (18,331) =========== ============ =========== DEPRECIATION, AMORTIZATION AND WRITE-DOWNS Depreciation and amortization: IMAX systems $ 5,030 $ 12,548 $ 8,187 Films 3,556 8,725 11,208 Other and corporate 4,100 5,152 9,391 ----------- ------------ ----------- 12,686 26,425 28,786 ----------- ------------ ----------- Write-downs (recoveries): IMAX systems 4,505 24,421 13,086 Films -- 30,901 8,602 Other and corporate (1,118) 18,054 11,152 ----------- ------------ ----------- 3,387 73,376 32,840 ----------- ------------ ----------- Total $ 16,073 $ 99,801 $ 61,626 =========== ============ =========== PURCHASE (DISPOSALS) OF FIXED ASSETS IMAX systems $ (344) $ 173 $ 3,600 Films 152 3 15,147 Other 1,733 915 8,896 ----------- ------------ ----------- Total $ 1,541 $ 1,091 $ 27,643 =========== ============ =========== AT DECEMBER 31, ------------------------------------------ 2002 2001 2000 ----------- ------------ ----------- ASSETS IMAX systems $ 163,795 $ 182,319 $ 222,119 Films 17,680 30,372 68,609 Other 9,823 9,014 38,262 Corporate 51,678 39,807 101,219 Discontinued operations -- -- 61,891 ----------- ------------ ----------- Total $ 242,976 $ 261,512 $ 492,100 =========== ============ =========== Page 59
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 19. SEGMENTED AND OTHER INFORMATION (cont'd) (b) GEOGRAPHIC INFORMATION Revenue by geographic area is based on the location of the theater. YEARS ENDED DECEMBER 31, ------------------------------------------ 2002 2001 2000 ----------- ------------ ----------- REVENUE Canada $ 7,236 $ 5,524 $ 8,454 United States 75,620 71,357 82,987 Europe 23,846 21,880 43,141 Japan 6,395 3,971 4,512 Rest of World 17,553 15,927 34,022 ----------- ------------ ----------- Total $ 130,650 $ 118,659 $ 173,116 =========== ============ =========== AT DECEMBER 31, ------------------------------------------ 2002 2001 2000 ----------- ------------ ----------- LONG-LIVED ASSETS Canada $ 20,958 $ 20,197 $ 28,684 United States 32,459 42,634 74,782 Europe 2,258 1,126 3,810 Japan 25 40 840 Rest of World 3,426 4,057 8,580 ----------- ------------ ----------- Total $ 59,126 $ 68,054 $ 116,696 =========== ============ =========== Long-lived assets include fixed assets, other assets and other intangible assets. (c) REVENUE AND COST OF GOODS AND SERVICES YEARS ENDED DECEMBER 31, ------------------------------------------ 2002 2001 2000 ----------- ------------ ----------- Revenue: Products $ 77,024 $ 80,403 $ 121,478 Services 53,626 38,256 51,638 ----------- ------------ ----------- Total revenue $ 130,650 $ 118,659 $ 173,116 =========== ============ =========== Costs of goods and services: Products $ 35,611 $ 63,270 $ 66,321 Services 42,827 34,121 46,334 ----------- ------------ ----------- Total costs of goods and services $ 78,438 $ 97,391 $ 112,655 =========== ============ =========== Product revenue includes sales and sales-type leases of theater systems, revenue from film distribution and the sales of other products. Service revenue includes rentals from operating leases, maintenance, post-production services, camera rentals, theater operations and other services. Page 60
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 20. FINANCIAL INSTRUMENTS The Company is exposed to market risk from changes in foreign currency rates. The Company does not use financial instruments for trading or other speculative purposes. The Company maintains cash and cash equivalents with various major financial institutions. The Company's cash is invested with highly rated financial institutions. A substantial portion of the Company's revenues are denominated in U.S. dollars while a substantial portion of its costs and expenses are denominated in Canadian dollars. A portion of the net U.S. dollar cash flows of the Company is periodically converted to Canadian dollars to fund Canadian dollar expenses through the spot market. The Company plans to convert Canadian dollar expenses to U.S. dollars through the spot markets on a go-forward basis. In Japan, the Company has ongoing operating expenses related to its operations. Net Japanese Yen flows are converted to U.S. dollars generally through the spot markets. The Company also has cash receipts under leases denominated in Japanese Yen and Euros which were converted to U.S. dollars generally through the spot market. The Company plans to convert Japanese Yen and Euros lease cash flows to U.S. dollars through the spot markets on a go-forward basis. As at December 31, 2002, no foreign currency forward contracts are outstanding. The Company's adoption of FASB Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities", effective January 1, 2001, did not have a significant impact on the accounts. The carrying values of the Company's cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short-term maturity of these instruments. The Company's other financial instruments at December 31, comprise of the following: 2002 2001 ----------------------------- ---------------------------- CARRYING ESTIMATED CARRYING ESTIMATED AMOUNT FAIR VALUE AMOUNT FAIR VALUE ----------- ----------- ----------- ---------- Senior Notes due 2005 $ 200,000 $ 156,000 $ 200,000 $ 80,000 Convertible Subordinated Notes due 2003 9,143 8,686 29,643 9,189 The fair values of the Company's Senior Notes and Subordinated Notes are estimated based on quoted market prices for the Company's debt. A substantial proportion of the Company's revenues are generated from customers in the commercial exhibition industry, which experienced significant deterioration in financial condition in 2001 and 2000. To minimize its credit risk in this area, the Company retains title to underlying theater systems leased, registers theater systems sold as collateral, performs initial and ongoing credit evaluations of its customers and makes ongoing provisions for its estimate of potentially uncollectible amounts. Page 61
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 21. EMPLOYEE PENSION PLANS (a) DEFINED BENEFIT PLAN On July 12, 2000, the Company established a defined benefit pension plan covering its two Co-Chief Executive Officers. The plan provides for a lifetime retirement benefit from age 55 determined as 75% of the member's best average 60 consecutive months of earnings during the 120 months preceding retirement. Once benefit payments begin, the benefit is indexed annually to the cost of living and further provides for 100% continuance for life to the surviving spouse. The benefits were 50% vested as at July 12, 2000, the plan initiation date. The vesting percentage increases on a straight-line basis from inception until age 55. The vesting percentage of a member whose employment terminates other than by voluntary retirement shall be 100%. Also, upon the occurrence of a change in control of the Company prior to termination of a member's employment, the vesting percentage shall become 100%. The following assumptions were used in determining the unfunded status of the Company's defined benefit pension plan at December 31: 2002 2001 2000 ----------- ------------- ------------ Discount rate 6.0% 7.0% 7.0% Rate of increase in compensation levels nil% 1.5% 1.5% The amounts accrued for the plan are determined as follows: 2002 2001 2000 ----------- ------------- ------------ Projected benefit obligation: Obligation, beginning of year $ 13,819 $ 11,595 $ -- Obligation arising on initiation of plan -- -- 11,321 Service cost 1,777 1,701 831 Interest cost 1,029 871 411 Actuarial loss (gain) 525 (348) (968) ----------- ------------- ------------ Obligation, end of year $ 17,150 $ 13,819 $ 11,595 =========== ============= ============ Unfunded status: Obligation, end of year $ 17,150 $ 13,819 $ 11,595 Unrecognized prior service cost (7,826) (9,224) (10,622) Unrecognized actuarial gain 791 1,316 968 ----------- ------------- ------------ Accrued pension liability $ 10,115 $ 5,911 $ 1,941 =========== ============= ============ In addition, included in accrued liabilities, is a minimum pension liability of $7.0 million (2001 - $6.6 million), representing unrecognized prior service costs. The following table provides disclosure of pension expense for the defined benefit plan for the year ended December 31: 2002 2001 2000 ----------- ------------- ------------ Service cost $ 1,777 $ 1,701 $ 831 Interest cost 1,029 871 411 Amortization of prior service cost 1,398 1,398 699 ----------- ------------- ------------ Pension expense $ 4,204 $ 3,970 $ 1,941 =========== ============= ============ At the time the Company established the defined benefit pension plan, it also took out life insurance policies on its two Co-Chief Executive Officers. The Company intends to use the proceeds of such insurance policies to satisfy, in whole or in part, the survival benefits due and payable under the plan, although there can be no assurance that the Company will ultimately do so. At December 31, 2002, the cash surrender value of the insurance policies is $0.9 million (2001 - $0.4 million). Page 62
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 21. EMPLOYEE PENSION PLANS (cont'd) (b) DEFINED CONTRIBUTION PLANS The Company also maintains defined contribution employee pension plans for its employees, including its executive officers. The Company makes contributions to these plans on behalf of employees in an amount equal to 5% of their base salary subject to certain prescribed maximums. During 2002, the Company contributed and expensed an aggregate of $0.4 million (2001 - $0.5 million, 2000 - $0.6 million) to its Canadian plan and an aggregate of $0.1 million (2001 - $0.3 million, 2000 - $0.4 million) to its Company's defined contribution employee pension plan under Section 401(k) of the U.S. Internal Revenue Code. 22. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (a) FASB STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 144, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS" ("FAS 144") FAS 144 supercedes FAS 121 and the accounting and reporting provisions of APB 30 for segments of a business to be disposed of. The pronouncement was effective January 1, 2002, and has been adopted by the Company. The pronouncement has no current impact on the Company's financial position or results of operations. (b) FASB STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 145, "RESCISSION OF FAS NOS. 4, 44 AND 64, AMENDMENT OF FAS 13, AND TECHNICAL CORRECTIONS AS OF APRIL 2002" ("FAS 145") In May 2002, the FASB issued FAS 145, under which gains and losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria in APB 30. Under FAS 145 the Company will be required to reclassify any gain or loss on extinguishment of debt that was classified as an extraordinary item to normal operations for all fiscal years beginning after May 15, 2002, including all prior period presentations. The Company expects to implement in the first quarter of 2003, at which time the comparatives will be restated to reclassify the extraordinary gain on repurchase of Subordinated Notes to be included within earnings (loss) from continuing operations before income taxes. (c) FASB STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES" ("FAS 146") In June 2002, the FASB issued FAS 146 which replaces EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring)". EITF 94-3 required an entity to record a liability for certain termination costs when it adopted a plan to restructure operations. The FASB has concluded that an entity's commitment to a plan, by itself, does not create a liability. Under the new rules, exit costs and restructuring liabilities generally will be recognized only when incurred. The provisions are effective for exit or disposal activities that are initiated after December 31, 2002. The pronouncement has no current impact on the Company's financial position or results of operations. (d) FASB STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 148 "ACCOUNTING FOR STOCK-BASED COMPENSATION TRANSITION AND DISCLOSURE" ("FAS 148") In December 2002, the FASB issued FAS 148 which provides alternate methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation prescribed by FAS 123. In addition, FAS 148 requires prominent disclosures in both annual and interim financial statements about the method of accounting and the effect of the method used on reported results. The Company has adopted FAS 148 effective December 31, 2002, for disclosure purposes only. The Company intends to continue investigating alternative option-pricing models in the next fiscal year as further discussions on this topic continue in the marketplace. Page 63
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 22. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (cont'd) (e) FASB INTERPRETATION NO. 45, "GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS" ("FIN 45") In November 2002, the FASB issued FIN45 which requires that upon issuance of a guarantee, a guarantor must recognize a liability for the fair value of an obligation assumed under a guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued. The recognition provisions of FIN 45 will be effective for any guarantees that are issued or modified after December 31, 2002. The disclosure requirements will be effective for the third quarter of fiscal 2003. The Company is currently evaluating the effects of FIN 45; however, it does not expect that the adoption will have a material impact on the results of operations or financial position. (f) FASB INTERPRETATION NO. 46, "CONSOLIDATION OF VARIABLE INTEREST ENTITIES", ("FIN 46") In January 2003, the FASB issued FIN 46 which addresses consolidation by business enterprises of variable interest entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A variable interest entity may be essentially passive or it may engage in research and development or other activities on behalf of another company. The objective of FIN 46 is not to restrict the use of variable interest entities but to improve financial reporting by companies involved with variable interest entities. Until now, a company generally has included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Adoption is not expected to have a material effect on the Company. 23. DISCONTINUED OPERATIONS Effective December 11, 2001, the Company completed the sale of its wholly owned subsidiary, Digital Projection International, including its subsidiaries (collectively "DPI"), to a company owned by members of DPI management. In accordance with Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30"), the Company has segregated the discontinued operations for all comparative periods presented. As part of the transaction, the Company restructured its advances to DPI, releasing DPI from obligations to repay any amounts in excess of $12.7 million previously advanced by the Company, and reorganized the remaining $12.7 million of debt owing to the Company into two separate loan agreements. The loans receivable are collateralized by fixed and floating charges over all DPI assets including intellectual properties. One of the loans is convertible, upon the occurrence of certain events, into shares representing 49% of the total share capital of DPI. DPI also agreed to release the Company from its ongoing obligations to DPI. Page 64
IMAX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Tabular amounts in thousands of U.S. dollars, unless otherwise stated) 23. DISCONTINUED OPERATIONS (cont'd) The liabilities of discontinued operations are comprised of the following: AT DECEMBER 31, AT DECEMBER 31, 2002 2001 --------------- --------------- LIABILITIES Accrued liabilities(1) $ -- $ 2,103 --------- ----------- Total liabilities of discontinued operations $ -- $ 2,103 ========= =========== (1) During 2002, the Company recorded earnings of $2.1 million from discontinued operations relating to future obligations that have been eliminated. The net loss from discontinued operations for the years ended December 31, are comprised of the following: 2002 2001 2000 --------- --------- -------- Revenue $ -- $ 21,965 $ 46,356 ========= ========= ======== Net income (loss) from discontinued operations(1) $ 2,066 $ (8,508) $ (2,055) Net loss on disposal of discontinued operations(2) -- (42,342) -- --------- --------- -------- Net income (loss) from discontinued operations $ 2,066 $ (50,850) $ (2,055) ========= ========= ======== (1) Net of income tax recovery of $nil in 2002 (2001 - $2,422, 2000 - $99). (2) Net of income tax recovery of $nil in 2001; includes $12.7 million in allowances for uncollectibility of loans receivable. Any recoveries on these loans will be included in the results from discontinued operations as cash is received. 24. CHANGES IN ACCOUNTING POLICIES (a) SEC STAFF ACCOUNTING BULLETIN NO. 101, "REVENUE RECOGNITION IN FINANCIAL STATEMENTS" ("SAB 101") In accordance with the interpretive guidance of SAB 101, the Company, effective January 1, 2000, recognizes revenue on theater systems, whether pursuant to sales-type leases or sales, at the time that installation is complete. Prior to January 1, 2000, the Company recognized revenue from sales-type leases and sales of theater systems at the time of delivery. The effect of applying this change in accounting principle was a fiscal 2000 non-cash charge of $54.5 million, net of income taxes of $33.4 million, or $1.82 per share, representing the cumulative impact on retained earnings as at December 31, 1999. (b) AICPA STATEMENT OF POSITION 00-2, "ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF FILMS" ("SOP 00-2") Effective January 1, 2000, the Company adopted SOP 00-2. Prior to January 1, 2000, film costs and associated licensing revenues were recognized in accordance with FASB Statement of Financial Accounting Standard No. 53, "Financial Reporting by Producers and Distributors of Motion Picture Films" and exploitation costs were capitalized and amortized. As a result of adopting SOP 00-2, the Company recorded a non-cash charge of $6.6 million, net of income taxes of $3.9 million, or $0.22 per share, to fiscal 2000 earnings, representing the cumulative impact on retained earnings as at December 31, 1999. 25. FINANCIAL STATEMENT PRESENTATION Certain comparative figures have been reclassified to conform with the presentation adopted in the current year. Page 65
IMAX CORPORATION ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information regarding the directors and executive officers of the Company. Name Age Position - ---- --- -------- Richard L. Gelfond............. 47 Co-Chairman and Co-Chief Executive Officer and Director Bradley J. Wechsler............ 51 Co-Chairman and Co-Chief Executive Officer and Director Kenneth G. Copland............. 65 Director J. Trevor Eyton................ 68 Director Michael Fuchs.................. 56 Director(1) Garth M. Girvan................ 53 Director Ellis B. Jones................. 49 Director G. Edmund King................. 69 Director Murray B. Koffler.............. 79 Director Marc A. Utay................... 43 Director W. Townsend Ziebold............ 41 Director Francis T. Joyce............... 49 Chief Financial Officer Greg Foster.................... 40 President, Filmed Entertainment Robert D. Lister............... 34 Executive Vice President, Business & Legal Affairs and General Counsel Brian Bonnick.................. 46 Senior Vice President, Technology Brian Hall..................... 40 Senior Vice President, Theatre Operations David B. Keighley.............. 54 Senior Vice President & President, David Keighley Productions 70MM Inc. Larry O'Reilly................. 40 Senior Vice President, Theatre Development & Film Distribution G. Mary Ruby................... 45 Deputy General Counsel, Senior Vice President, Legal Affairs and Corporate Secretary Mary C. Sullivan............... 39 Senior Vice President, Human Resources & Administration Mark Welton.................... 39 Senior Vice President, Business Affairs Kathryn A. Gamble.............. 35 Vice President, Finance and Controller Edward MacNeil................. 38 Vice President, Finance, Special Projects (1) Michael Fuchs was appointed to the board of directors on October 10, 2002. Under the Articles of IMAX Corporation, the Board of Directors is divided into three classes, each of which serves for a three year term. The term of Class I directors, currently composed of J. Trevor Eyton, O.C., G. Edmund King, Michael Fuchs and W. Townsend Ziebold expires in 2003. The term of Class III directors, currently composed of Richard L. Gelfond, Ellis B. Jones and Bradley J. Wechsler expires in 2004. The term of Class II directors, currently composed of Kenneth G. Copland, Garth M. Girvan, Murray B. Koffler and Marc A. Utay expires in 2005. RICHARD L. GELFOND has been Co-Chairman of the Company since June 1999 and Co-Chief Executive Officer since May 1996. From March 1994 to June 1999 Mr. Gelfond served as Vice Chairman of the Company. In addition, Mr. Gelfond serves on the boards of Mainframe Entertainment, Inc. and several private and philanthropic entities. BRADLEY J. WECHSLER has been Co-Chairman of the Company since March 1994 and Co-Chief Executive Officer with Mr. Gelfond since May, 1996. Mr. Wechsler serves on the boards of Mainframe Entertainment, Inc., NYU Hospital, the Kernochan Center for Law, Media and the Arts, and the American Museum of the Moving Image. Page 66
IMAX CORPORATION ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (cont'd) KENNETH G. COPLAND, a director of the Company since June 1999, is the Chairman of KGC Ltd. Mr. Copland was the Vice-Chairman of BMO Nesbitt Burns Inc. from 1994 to May 2001. He is Chairman of Humber College Foundation and HC Educational Ventures Limited. Mr. Copland is a director of the Investment Dealers Association of Canada. THE HONOURABLE J. TREVOR EYTON, a director of the Company since June 1999, is a senior director of Brascan Corporation, and prior to May 2000 was a senior officer of Brascan Corporation in various capacities dating back to 1979 when he was appointed President and Chief Executive Officer. He is also a director of Noranda Inc., Coca-Cola Enterprises, General Motors of Canada, Limited and Ivernia West Inc., as well as a member of the Advisory Board of Nestle Canada Ltd. Senator Eyton has been a member of the Senate of Canada since September 1990 and is an Officer of the Order of Canada. MICHAEL FUCHS was appointed to the Board of Directors on October 10, 2002; previously he was a director of the Company from May 1996 to June 1999. Mr. Fuchs held the position of Chairman and Chief Executive Officer of Home Box Office from October 1984 until November 1995. In May 1995, he also became chairman of Warner Music Group. GARTH M. GIRVAN, a director of the Company since 1994, is a partner of McCarthy Tetrault, Canadian counsel to the Company. Mr. Girvan is a director of Corby Distilleries Limited. ELLIS B. JONES, a director of the Company since June 2001, has been the Chief Executive Officer of Wasserstein & Co., LP, a merchant banking and venture capital firm since January 2001. Prior to that he was a Managing Director in charge of merchant banking at Wasserstein Perella & Co., Inc. Mr. Jones serves as a director for a number of privately held companies. G. EDMUND KING, a director of the Company since June 1999, has been Deputy Chairman and a director of Rockwater Capital Corporation (formerly McCarvill Corporation) since January 1996. Mr. King is also a director of Falconbridge Ltd., and Afton Food Group Ltd. From June 1994 to January 1998, Mr. King was Chairman of WIC Western International Communications. From 1988 to 1995 Mr. King was Chairman and CEO of Wood Gundy Ltd. and of CIBC Wood Gundy Ltd. Mr. King is a director of the Canadian Association for Mental Health and of the Canadian Cardiovascular Academy. MURRAY B. KOFFLER, a director of the Company since May 1996, founded Shoppers Drug Mart in 1968 and presently serves as its Honorary Chairman. Mr. Koffler co-founded Four Seasons Hotels Limited and presently serves as a director. Since 1988, Mr. Koffler has been Chairman of the International Board of Directors of the Weizmann Institute of Science in Israel. Mr. Koffler holds numerous other directorships. Mr. Koffler is an Officer of the Order of Canada. MARC A. UTAY, a director of the Company since May 1996, has been a Managing Member of Clarion Capital Partners since November 1999. Prior to joining Clarion, Mr. Utay was a Managing Director of Wasserstein Perella & Co. Inc. and a member of Wasserstein Perella's Policy Committee. Mr. Utay was co-head of Wasserstein Perella's Leveraged Finance, Retailing and Media, Telecommunication and Entertainment groups. Until December 2002, Mr. Utay was also a Senior Advisor to Dresdner Kleinwort Wasserstein. Prior to his joining Wasserstein Perella, Mr. Utay was Managing Director at Bankers Trust Company where he specialized in leveraged finance and mergers and acquisitions. Mr. Utay is a director of P & F Industries, Inc and FONS Corp. W. TOWNSEND ZIEBOLD, a director of the Company since June 1999 and has been the Non-Executive Chairman of the Board since June 2001. Mr. Ziebold is currently President of the Venture Capital Practice of Wasserstein & Co., L.P., formerly the private equity arm of Wasserstein Perella Group Inc. Previously, Mr. Ziebold was a Managing Director of Wasserstein Perella & Co., Inc. and head of its Venture Capital Practice. Mr. Ziebold was a director of Maybelline, Inc. and Collins & Aikman Corporation and currently serves on several private company boards in the media, entertainment and Internet industries. Page 67
IMAX CORPORATION ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (cont'd) FRANCIS T. JOYCE joined the Company in March 2001, as Chief Financial Officer. Prior to joining the Company Mr. Joyce held the position of Chief Financial Officer of the Internet company theglobe.com from 1998 until his employment with the Company. From 1997 to 1998, Mr. Joyce served as Chief Financial Officer of Reed Travel Group, a division of Reed Elsevier PLC and from 1994 to 1997 served as Chief Financial Officer of the Alexander Consulting Group, a division of Alexander and Alexander Services Inc., an international professional services firm. Mr. Joyce is a member of Financial Executive International and the American Institute of Certified Public Accountants. GREG FOSTER joined the Company in March 2001 as President, Filmed Entertainment. Prior to joining the Company, Mr. Foster was Executive Vice-President of Production at MGM/UA. Prior to that Mr. Foster held other senior positions including Senior Vice-President of Motion Picture Marketing Research during his 15 years at MGM/UA. ROBERT D. LISTER joined the Company as Senior Vice President, Legal Affairs and General Counsel in May 1999 and was appointed Executive Vice President, Business & Legal Affairs in May 2001. Prior to joining the Company, Mr. Lister was Vice President, General Counsel and Secretary of Clearview Cinemas, a film exhibitor, from March 1998 until his employment with the Company. Prior to that, Mr. Lister served as Associate General Counsel of Merit Behavioral Care Corporation, a behavioral healthcare company, from March 1996 through March 1998. Mr. Lister is a member of the New York State Bar Association. BRIAN BONNICK joined the Company in January 1999 as Vice President, Research & Development and was appointed Senior Vice President, Technology in August 2001. Prior to joining the Company, Mr. Bonnick was Vice President, Engineering and Operations for Electrohome Corporation. Prior to that Mr. Bonnick was Vice President and General Manager at TSB International Inc. a telecommunications company. Mr. Bonnick is registered as a professional engineer by the Association of Professional Engineers of Ontario. BRIAN HALL joined the company in 1987 in Theatre Sales and Marketing. Mr. Hall was appointed Vice President & General Manager, Japan & Asia Pacific in 1994. Mr. Hall left the Company in 1997 to assume the position of Managing Director and CEO of Cinema Plus Ltd. He returned to the Company in July 2000 as Senior Vice President, Theatre Operations. DAVID B. KEIGHLEY has been a Senior Vice President of the Company since July 1997 and is President of David Keighley Productions 70MM Inc. From January 1995 to July 1997, Mr. Keighley was a Vice President of the Company. He is responsible for motion picture and digital post-production and image quality assurance for 15/70-format films. LARRY O'REILLY joined the Company in March 1994 as the Sales Manager, Film Distribution and was appointed Senior Vice -- President, Theatre Development & Film Distribution in January 2002. Mr. O'Reilly has held various positions within the Company including Manager, Business Development: Film; Director, Strategic Partnerships; Director, Commercial Marketing: The Americas and Vice President, Sales, The Americas. G. MARY RUBY joined the Company in October 1987 as Associate General Counsel and was appointed Senior Vice President, Legal Affairs in July 2001. Ms. Ruby was General Counsel from February 1989 to February 1997. Ms. Ruby is Deputy General Counsel and acts as Corporate Secretary to the Board of Directors. Ms. Ruby is a member of the Ontario Bar. MARY C. SULLIVAN joined the Company in January 1996 as Director, Human Resources and was appointed Vice President, Human Resources and Administration in 1998 and Senior Vice President, Human Resources and Administration in January 2000. Prior to joining the Company, Ms. Sullivan was Director, Human Resources of Central Park Lodges. Ms. Sullivan is a director of the Women's Legal Education and Action Fund Foundation. MARK WELTON joined the Company in July 1997 as Director, Business Affairs and was appointed Senior Vice President, Business Affairs in September 2001. Previous to that Mr. Welton was Vice President, Business Affairs, a position he held since January 2000. Prior to joining the Company Mr. Welton was an Associate Lawyer at Stikeman, Elliot from 1994 until his employment with the Company. Page 68
IMAX CORPORATION ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (cont'd) KATHRYN A. GAMBLE joined the Company in July 2001 as Vice President, Finance and Controller. Prior to joining the Company Ms. Gamble served as Vice President, Finance and Chief Financial Officer of the Internet company Healthyconnect.com Inc. from 2000 until her employment with the Company. From 1996 to 2000, Ms. Gamble served as Vice President and Chief Financial Officer of Med-emerg Inc. healthcare company. Ms. Gamble is a member of the Canadian Institute of Chartered Accountants. EDWARD MACNEIL joined the Company in April, 1994 as Director, Taxation & Treasury and was appointed Vice President, Finance, Special Projects in September 2001. From October 1999 to August 2001, Mr. MacNeil held the position of Director and Senior Vice President, Digital Projection Limited, a former subsidiary of the Company. Prior to joining the Company Mr. MacNeil was a Taxation Manager at PricewaterhouseCoopers. Mr. MacNeil is a member of the Canadian Institute of Chartered Accountants. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors and executive officers and persons who own more than 10% of a registered class of the Company's equity securities (collectively, the "Reporting Persons") to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. The Reporting Persons are also required by the Exchange Act to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon review of Forms 3 and 4 (and amendments thereto) received from or written representations by the Reporting Persons, in respect of the fiscal year ended December 31, 2002, the Company believes that an initial report on Form 3 may not have been timely filed for Wasserstein Management Partners, L.P. and for each of the Reporting Persons listed above. Messrs. Copland, Jones, King, and Ziebold filed a late Form 4 relating to one grant of options. Mr. Utay filed a late Form 4 relating to two grants of options. These required forms were not filed pending the Company's most recent review of its continued status as a foreign private issuer under applicable Commission regulations and its ultimate determination that this designation was no longer applicable. The required forms were subsequently filed immediately following this determination. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from the information under the following captions in the Company's Proxy Statement: "Summary Compensation Table", "Options Granted", "Pension Plans", "Employment Contracts", "Compensation Committee", "Compensation Committee Interlocks and Insider Participation", "Directors' Compensation" and "Performance Graph". Page 69
IMAX CORPORATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect to the beneficial ownership of each class of the Company's securities as at December 31, 2002 or as otherwise indicated in the notes below, including (i) all beneficial owners of more than 5% of the Company's voting capital stock, (ii) all directors and Named Executive Officers individually, and (iii) all directors and executive officers as a group. SHARES BENEFICIALLY OWNED ------------------------------------------- TITLE OF CLASS BENEFICIAL OWNERS NUMBER OF SHARES(1) % OF CLASS(2) - ----------------- --------------------------------------------------- ------------------- ------------- Common Shares WASSERSTEIN MANAGEMENT PARTNERS, L.P.: 10,195,384 (3) 30.92 Wasserstein Perella Partners, L.P. Wasserstein Perella Offshore Partners, L.P. WPPN, L.P. Michael J. Biondi solely in his capacity as Voting Trustee Wasserstein Capital, L.P. PRUDENTIAL FINANCIAL, INC.: 2,050,275 (4) 6.22 Prudential Financial, Inc. Jennison Associates LLC Richard L. Gelfond ................................ 2,326,900 (5) 6.89 Bradley J. Wechsler ............................... 2,211,800 (6) 6.55 Kenneth G. Copland ................................ 45,602 (7) * J. Trevor Eyton ................................... 25,934 (8) * Michael Fuchs...................................... 21,741 (9) * Garth M. Girvan ................................... 71,636 (10) * Ellis B. Jones..................................... 25,668 (11) * G. Edmund King .................................... 35,602 (7) * Murray B. Koffler ................................. 40,200 (12) * Marc A. Utay ...................................... 437,602 (13) 1.32 W. Townsend Ziebold ............................... 35,602 (7) * Greg Foster........................................ 78,333 (14) * Francis T. Joyce................................... 33,333 (15) * Robert D. Lister................................... 58,333 (16) * David B. Keighley.................................. 110,833 (17) * All executive officers and directors as a group (23 persons) ...................................... 5,686,287 (18) 16.05 Statements as to securities beneficially owned by directors and by executive officers, or as to securities over which they exercise control or direction, are based upon information obtained from such directors and executive officers and from records available to the Company. * less than 1% (1) Includes number of shares owned at December 31, 2002 and common shares as to which each individual had at December 31, 2002 the right to acquire beneficial ownership through the exercise of options plus options that vested within 60 days of December 31, 2002. (2) Based on dividing the Number of Shares by the total shares outstanding as of December 31, 2002 adjusted for shares issuable through the exercise of options that vested within 60 days of December 31, 2002. (3) Based on information contained in a Schedule 13G/A dated February 14, 2003 filed by Wasserstein Management Partners L.P., 1301 Avenue of the Americas, New York, New York. Page 70
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (cont'd) (4) Based on information contained in a Schedule 13G/A dated February 7, 2003 filed by Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey and information contained in a Schedule 13G dated February 14, 2003 filed by Jennison Associates LLC., 466 Lexington Avenue, New York, New York. (5) Included in the amount shown are 804,000 common shares as to which Mr. Gelfond had the right to acquire beneficial ownership through the exercise of options. (6) Included in the amount shown are 804,000 common shares as to which Mr. Wechsler had the right to acquire beneficial ownership through the exercise of options. (7) Included in the amount shown are 35,602 common shares as to which Messrs. Copland, King and Ziebold had the right to acquire beneficial ownership through the exercise of options. (8) Included in the amount shown are 25,934 common shares as to which Mr. Eyton had the right to acquire beneficial ownership through the exercise of options. (9) Included in the amount shown are 21,741 common shares as to which Mr. Fuchs had the right to acquire beneficial ownership through the exercise of options. (10) Included in the amount shown are 45,738 common shares as to which Mr. Girvan had the right to acquire beneficial ownership through the exercise of options. (11) Included in the amount shown are 25,668 common shares as to which Mr. Jones had the right to acquire beneficial ownership through the exercise of options. (12) Included in the amount shown are 36,000 common shares as to which Mr. Koffler had the right to acquire beneficial ownership through the exercise of options. (13) Included in the amount shown are 197,602 common shares as to which Mr. Utay had the right to acquire beneficial ownership through the exercise of options. (14) Included in the amount shown are 78,333 common shares as to which Mr. Foster had the right to acquire beneficial ownership through the exercise of options. (15) Included in the amount shown are 33,333 common shares as to which Mr. Joyce had the right to acquire beneficial ownership through the exercise of options. (16) Included in the amount shown are 55,333 common shares as to which Mr. Lister had the right to acquire beneficial ownership through the exercise of options. (17) Included in the amount shown are 100,833 common shares as to which Mr. Keighley had the right to acquire beneficial ownership through the exercise of options. (18) Included in the amount shown are 2,452,987 common shares as to which all directors and executive officers as a group had the right to acquire beneficial ownership through the exercise of options. EQUITY COMPENSATION PLAN See Equity Compensation Plan in Item 5. Page 71
IMAX CORPORATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (cont'd) SHAREHOLDERS' AGREEMENTS IMAX Corporation (the "Corporation"), Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., WPPN, Inc., and the Michael J. Biondi Voting Trust (collectively "WP"), and each of Messrs. Gelfond and Wechsler are parties to a Second Amended and Restated Shareholders' Agreement (the "Shareholders' Agreement") dated as of February 9, 1999, which amends and restates the previous amended and restated shareholders' agreement among those parties dated June 16, 1994. The Shareholders' Agreement includes, among other things, certain restrictions on transfers of common shares, take-along rights and come-along rights. If WP holds at least 35% of their original holdings and WP desires to transfer all of their securities in a transaction in which a majority of the shares of outstanding common stock are to be sold, then Messrs. Gelfond and Wechsler will be required to sell their securities on the same terms as WP sells its securities. The Shareholders' Agreement also contains provisions related to the composition of the Board of Directors and committees thereof. WP is entitled, but not required, to designate individuals to be nominated for election as directors as follows: so long as WP holds 3,685,759 or more common shares, it may designate six nominees, of whom three may be employees of WP and its affiliates (the "WP Employee Designees") and three shall be independent persons and resident Canadians. If WP holds less than 3,685,759 common shares, but 1,842,879 or more common shares, it may designate four nominees, of whom two may be WP Employee Designees and two shall be independent persons and resident Canadians. If WP holds less than 1,842,879 common shares but 921,439 or more common shares, it may designate two nominees, one of whom may be a WP Employee Designee and the other of whom shall be an independent person and shall be a resident Canadian. In addition to these provisions, each of Messrs. Gelfond and Wechsler is entitled to be a director of the Corporation so long as he is either a Co-Chief Executive Officer or is the Chief Executive Officer of the Corporation or Messrs. Gelfond and Wechsler own more than 375,000 common shares. In addition, Messrs. Gelfond and Wechsler are collectively entitled, but not required, to designate individuals to be nominated for election as directors as follows: so long as they hold 1,628,000 or more common shares, they may designate three nominees, all of whom shall be independent persons and resident Canadians. If they hold less than 1,628,000 common shares, but 1,075,000 or more common shares, they may designate two nominees, both of whom shall be independent and resident Canadians. If they hold less than 1,075,000 common shares but 375,000 or more common shares, they may designate one nominee who shall be an independent person and resident Canadian. If the requirement that the Corporation have 'resident Canadian' directors is changed, then neither WP nor Messrs. Gelfond and Wechsler will be required to designate resident Canadian nominees. The Shareholders' Agreement also provides that the Corporation, WP and each of Messrs. Gelfond and Wechsler shall use their best efforts to cause the Corporation to establish a nominating committee of the Board of Directors consisting of two directors, one designated by WP and the other designated by Messrs. Gelfond and Wechsler. In addition, WP has the right, subject to the approval of Messrs. Gelfond and Wechsler, to designate a WP Employee Designee for appointment by the Board of Directors of the Corporation as the Non-Executive Chairman of the Board, as long as WP holds at least 2,948,607 common shares. W. Townsend Ziebold has been approved as such designee. If Mr. Ziebold no longer holds that position, then WP is to propose three replacements and Messrs. Gelfond and Wechsler shall select one of those proposed for appointment by the Board as the Non-Executive Chairman. Each of Messrs. Gelfond and Wechsler is entitled to be appointed as a Co-Chairman or Chairman of the Corporation as long as he is a Co-Chief Executive Officer or the Chief Executive Officer of the Corporation. The Agreement provides that the duties of the Non-Executive Chairman and the Co-Chief Executive Officers shall be as set forth in the Bylaws, including the requirement that the following actions be approved by the Non-Executive Chairman and at least one of the Co-Chief Executive Officers: setting the dates and times of meetings of the directors and shareholders (other than normal quarterly Board of Directors, and annual shareholders' meetings), setting the agenda of such meetings, and appointing members of committees of the Board of Directors other than persons designated by WP and Messrs. Gelfond and Wechsler as provided in the Shareholders' Agreement. Each of WP and Messrs. Gelfond and Wechsler have the right to designate one director to serve on each committee of the Board of Directors of the Corporation, provided that each such person meets applicable regulatory requirements. Page 72
IMAX CORPORATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (cont'd) SHAREHOLDERS' AGREEMENTS (cont'd) Each of WP and Messrs. Gelfond and Wechsler agreed to use their best efforts to cause there no longer to be CEO Advisors as of the date upon which all of the WP Employee Designees are elected as directors of the Corporation. All of the WP Employee Designees were elected as directors at the Corporation's annual and special meeting of shareholders held June 7, 1999 and the CEO Advisors were disbanded in June 1999. REGISTRATION RIGHTS AGREEMENT The Corporation, WP and Messrs. Gelfond and Wechsler also entered into a registration rights agreement (the "Registration Rights Agreement") dated as of February 9, 1999, which carried forward the corresponding provisions of the June 16, 1994 shareholders' agreement, and pursuant to which each of WP and Messrs. Gelfond and Wechsler have certain rights to cause the Corporation to use its best efforts to register their securities under the U.S. Securities Act of 1933. WP is entitled to effect up to four demand registrations and Messrs. Gelfond and Wechsler are entitled to make two such demand registrations. WP and Messrs. Gelfond and Wechsler also have unlimited piggyback rights to register their securities under the Registration Rights Agreement whenever the Corporation proposes to register any securities under the U.S. Securities Act, other than the registration of securities pursuant to an initial public offering or the registration of securities upon Form S-4 or S-8 under the U.S. Securities Act or filed in connection with an exchange offer or an offering of securities solely to the Corporation's existing shareholders. In addition to these provisions, if Messrs. Gelfond and Wechsler hold at least 25% of their original holdings, WP has recouped its original investment plus a 30% compounded annual return on such investment, and WP initiates the sale of the Corporation, then for 60 days thereafter, WP will enter into exclusive negotiations with Messrs. Gelfond and Wechsler for this sale of the Company, and for another 60 days thereafter WP may not enter into an agreement for the sale of the Corporation to a third party. The former shareholders of the Corporation have substantially similar piggyback registration rights that commenced on March 1, 1996 pursuant to the terms of the Selling Shareholders' Agreement (as defined below). WP, Messrs. Gelfond and Wechsler, and the former shareholders of Predecessor IMAX have entered into another shareholders' agreement (the "Selling Shareholders' Agreement") which includes, among other things, registration rights, tag along rights and drag along rights. STANDSTILL AGREEMENT See Standstill Agreement in Item 13. Page 73
IMAX CORPORATION ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS STANDSTILL AGREEMENT On July 9, 2001 pursuant to Section 3(c)(iv) of the Shareholders' Agreement, the Corporation and each of Messrs. Gelfond and Wechsler entered into a Standstill Agreement (the "GW Standstill Agreement"). Under the terms of the GW Standstill Agreement, each of Messrs. Gelfond and Wechsler agreed to vote in any election for directors in favor of each person nominated by the then current Board of Directors, not to participate in or facilitate proxy contests, not to deposit into a voting trust or subject voting securities to an agreement with respect to voting such securities, not to acquire or effect or attempt to acquire or effect control of the Corporation or to participate in a "group" as defined pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, which owns or seeks to acquire beneficial ownership or control of the Corporation, and not to attempt to influence the Corporation except through normal Board of Directors' processes; provided, however, that the GW Standstill Agreement does not prevent either of Messrs. Gelfond and Wechsler from taking any action in his capacity as an officer or employee of the Corporation or any of its subsidiaries, including as Co-Chief Executive Officer or Co-Chairman of the Corporation. As a result of entering into the GW Standstill Agreement, in the event of the resignation, death, disqualification under the Canada Business Corporations Act or the removal or expiration of the term of any director designated by Messrs. Gelfond and Wechsler pursuant to the Shareholders' Agreement, Messrs. Gelfond and Wechsler shall have the right to designate a replacement for such director pursuant to the terms of the Shareholders' Agreement, and WP shall use its best efforts to cause each such designated director to be elected or appointed as a director of the Corporation. The GW Standstill Agreement expires on July 8, 2003, and provides that Messrs. Gelfond and Wechsler may, from time to time, extend the term of the GW Standstill Agreement for additional one year terms thereafter (but in no event beyond March 1, 2004). The Articles of the Corporation set forth the requirement that certain matters be approved by 75% of the directors then in office. These matters are: (i) hiring or terminating the employment of the Chief Executive Officer or any Co-Chief Executive Officer of the Corporation; (ii) issuing any shares of capital stock for a purchase price, or incurring indebtedness, in an amount of $25.0 million or more; (iii) disposing of any material single asset, or all or substantially all of the assets of the Corporation or approving the sale or merger of the Corporation; (iv) acquiring a substantial interest in any other entity or entering into any major strategic alliance; and (v) entering into or changing the terms of any agreement or transaction with WP or Messrs. Gelfond and Wechsler (other than agreements in the ordinary course of business, such as employment agreements). On December 4, 2002, the Company granted to Marc Utay, a director of the Company, options to acquire 150,000 common shares, in accordance with the Company's Stock Option Plan, in consideration of the services rendered by Mr. Utay in connection with the purchase by the Company and a wholly-owned subsidiary of the Company of certain Subordinated Notes in 2002 (see Recent Sales of Unregistered Securities in Item 5). ITEM 14. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Within 90 days prior to the filing date of this report (the "Evaluation Date"), the Company's Co-Chief Executive Officers and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on that evaluation, these officers have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were effective to ensure that material information relating to the Company and the Company's consolidated subsidiaries would be made known to them by others within those entities. CHANGES IN INTERNAL CONTROLS There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls subsequent to Evaluation Date. There were no significant deficiencies or material weaknesses in the Company's internal controls and as a result, no corrective actions were required or undertaken. Page 74
IMAX CORPORATION ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) FINANCIAL STATEMENTS The consolidated financial statements filed as part of this Report are included under Item 8 in Part II. (a)(2) FINANCIAL STATEMENT SCHEDULES Financial statement schedule for each year in the three-year period ended December 31, 2002 II. Valuation and Qualifying Accounts (a)(3) EXHIBITS The Items listed as Exhibits 10.1 to 10.15 relate to management contracts or compensatory plans or arrangements. EXHIBIT NO. DESCRIPTION - ----------- ----------- 3.1 Articles of Amalgamation of IMAX Corporation, dated January 1, 2002. Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended December 31, 2001. 3.2 New By-Law No.1 of IMAX Corporation enacted on June 7, 1999. Incorporated by reference to Exhibit 3.2 to Form 10-Q for the quarter ended September 30, 1999. 4.1 Share Option Agreement, dated as of March 1, 1994, between WGIM Acquisition Corporation and Douglas Trumbull. Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2000. 4.2 Shareholders' Agreement, dated as of January 3, 1994, among WGIM Acquisition Corporation, the Selling Shareholders as defined therein, Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., Bradley J. Wechsler, Richard L. Gelfond and Douglas Trumbull (the "Selling Shareholders' Agreement"). Incorporated by reference to Exhibit 4.2 to Form 10-K for the year ended December 31, 2000. 4.3 Amendment, dated as of March 1, 1994, to the Selling Shareholders' Agreement. Incorporated by reference to Exhibit 4.3 to Form 10-K for the year ended December 31, 2000. 4.4 Amended and Restated Shareholders' Agreement, dated as of February 9, 1999 by and among Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., WPPN Inc., the Michael J. Biondi Voting Trust, Bradley J. Wechsler and Richard L. Gelfond and IMAX Corporation. Incorporated by reference to Exhibit 4.10 to Form 10-K for the year ended December 31, 1998. 4.5 Standstill Agreement, dated as of July 9, 2001 among IMAX Corporation, Richard L. Gelfond and Bradley J. Wechsler. Incorporated by reference to Exhibit 4.9 to Form 10-Q for the period ended June 30, 2001. 4.6 Registration Rights Agreement, dated as of February 9, 1999, by and among IMAX Corporation, Wasserstein Perella Partners, L.P., Wasserstein Perella Offshore Partners, L.P., WPPN Inc., the Michael J. Biondi Voting Trust, Bradley J. Wechsler and Richard L. Gelfond. Incorporated by reference to Exhibit 4.12 to Form 10-K for the year ended December 31, 1998. 4.7 Indenture, dated as of April 9, 1996, between IMAX Corporation and Chemical Bank, as Trustee, related to the issue of the 5.75% Convertible Subordinated Notes due April 1, 2003. Incorporated by reference to Exhibit 4.3 to Amendment No.1 to the Company's Registration Statement on Form F-3 (File No. 333-5212). 4.8 Indenture, dated as of December 4, 1998 between IMAX Corporation and U.S. Bank Trust, N.A., as Trustee, related to the issue of the 7.875% Senior Notes due December 1, 2005. Incorporated by reference to Exhibit 4.9 to Form 10-K for the year ended December 31, 1998. 10.1 Stock Option Plan of IMAX Corporation, dated June 7, 1999. Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 1999. 10.2* Employment Agreement, dated as of July 15, 1997 between David Keighley Productions 70MM Inc. and David B. Keighley. 10.3 Employment Agreement, dated July 1, 1998 between IMAX Corporation and Bradley J. Wechsler. Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 1998. Page 75
IMAX CORPORATION ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (cont'd) (a)(3) EXHIBITS (cont'd) EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.4 Amended Employment Agreement, dated July 12, 2000 between IMAX Corporation and Bradley J. Wechsler. Incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended September 30, 2000. 10.5 Amended Employment Agreement, dated April 3, 2001 between IMAX Corporation and Bradley J. Wechsler. Incorporated by reference to Exhibit 10.15 to Form 10-Q for the quarter ended March 31, 2001. 10.6 Amended Employment Agreement, dated April 23, 2002 between IMAX Corporation and Bradley J. Weschler. Incorporated by reference to Exhibit 10.14 to Form 10-Q for the quarter ended June 30, 2002. 10.7 Employment Agreement, dated July 1, 1998 between IMAX Corporation and Richard L. Gelfond. Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 1998. 10.8 Amended Employment Agreement, dated July 12, 2000 between IMAX Corporation and Richard L. Gelfond. Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended September 30, 2000. 10.9 Amended Employment Agreement, dated April 3, 2001 between IMAX Corporation and Richard L. Gelfond. Incorporated by reference to Exhibit 10.16 to Form 10-Q for the quarter ended March 31, 2001. 10.10 Amended Employment Agreement, dated April 23, 2002 between IMAX Corporation and Richard L. Gelfond. Incorporated by reference to Exhibit 10.13 to Form 10-Q for the quarter ended June 30, 2002. 10.11 Employment Agreement, dated March 9, 2001 between IMAX Corporation and Greg Foster. Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2001. *10.12 Amending Agreement, dated August 8, 2002 between IMAX Corporation and Greg Foster. *10.13 Employment Agreement, dated May 9, 2001 between IMAX Corporation and Francis T. Joyce. *10.14 Employment Agreement, dated May 17, 1999 between IMAX Corporation and Robert D. Lister. *10.15 Amended Employment Agreement, dated April 4, 2001 between IMAX Corporation and Robert D. Lister. *21 Subsidiaries of IMAX Corporation. *23 Consent of PricewaterhouseCoopers LLP. *24 Power of Attorney of certain directors. _* Filed herewith (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Company during the quarter ended December 31, 2002. Page 76
IMAX CORPORATION SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMAX CORPORATION By /S/ FRANCIS T. JOYCE ------------------------ Francis T. Joyce Chief Financial Officer Date: March 7, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 7, 2003. /s/ BRADLEY J. WECHSLER /s/ RICHARD L. GELFOND /s/ FRANCIS T. JOYCE - ---------------------------------------- --------------------------------------------- -------------------------------------- Bradley J. Wechsler Richard L. Gelfond Francis T. Joyce Director and Director and Chief Financial Officer Co-Chief Executive Officer Co-Chief Executive Officer (Principal Financial Officer) (Principal Executive Officer) (Principal Executive Officer) /s/ KATHRYN A. GAMBLE KENNETH G. COPLAND* J. TREVOR EYTON* - ---------------------------------------- --------------------------------------------- -------------------------------------- Kathryn A. Gamble Kenneth G. Copland J. Trevor Eyton Vice President, Finance and Controller Director Director (Principal Accounting Officer) MICHAEL FUCHS* GARTH M. GIRVAN* ELLIS B. JONES* - ---------------------------------------- --------------------------------------------- -------------------------------------- Michael Fuchs Garth M. Girvan Ellis B. Jones Director Director Director G. EDMUND KING* MURRAY B. KOFFLER* MARC A. UTAY* - ---------------------------------------- --------------------------------------------- -------------------------------------- G. Edmund King Murray B. Koffler Marc A. Utay Director Director Director W. TOWNSEND ZIEBOLD* - ---------------------------------------- W. Townsend Ziebold Director By * /s/ FRANCIS T. JOYCE ------------------------------------------ Francis T. Joyce (as attorney-in-fact) Page 77
IMAX CORPORATION CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 I, Bradley J. Wechsler, Co-Chief Executive Officer of IMAX Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of IMAX Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 7, 2003 By: /s/ Bradley J. Wechsler ---------------------------------- Co-Chief Executive Officer Page 78
IMAX CORPORATION CERTIFICATIONS (cont'd) PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 I, Richard L. Gelfond, Co-Chief Executive Officer of IMAX Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of IMAX Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 7, 2003 By: /s/ Richard L. Gelfond ---------------------------------- Co-Chief Executive Officer Page 79
IMAX CORPORATION CERTIFICATIONS (cont'd) PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002 I, Francis T. Joyce, Chief Financial Officer of IMAX Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of IMAX Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The regtistrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in othetr factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 7, 2003 By: /s/ Francis T. Joyce ---------------------------------- Chief Financial Officer Page 80
IMAX CORPORATION SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (In thousands of U.S. dollars) ADDITIONS / BALANCE AT RECOVERIES BALANCE BEGINNING CHARGED TO AT END OF OF YEAR EXPENSES DEDUCTIONS(1) YEAR ---------- ----------- ------------- --------- ALLOWANCE FOR NET INVESTMENT IN LEASES Year ended December 31, 2000 302 6,511 -- 6,813 Year ended December 31, 2001 6,813 11,257 (6,325) 11,745 Year ended December 31, 2002 11,745 708 (3,515) 8,938 ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE Year ended December 31, 2000(2) 4,494 15,870 (1,196) 19,168 Year ended December 31, 2001 19,168 4,469 (5,577) 18,060 Year ended December 31, 2002 18,060 (1,941) (6,871) 9,248 DEFERRED INCOME TAX VALUATION ALLOWANCE Year ended December 31, 2000 2,927 1,338 -- 4,265 Year ended December 31, 2001 4,265 41,239 -- 45,504 Year ended December 31, 2002 45,504 (1,762) -- 43,742 PROVISION FOR LOANS RECEIVABLE FROM DISCONTINUED OPERATIONS Year ended December 31, 2000 -- -- -- -- Year ended December 31, 2001 -- 12,700 -- 12,700 Year ended December 31, 2002 12,700 -- -- 12,700 (1) Amounts represent write-offs of amounts previously charged to the provision. (2) Revised from amounts reported in prior years to be consistent with current year's presentation.
IMAX CORPORATION EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement dated and effective as of July 15, 1997 (the "Agreement"), is made between 70 MM INC., a corporation incorporated under the laws of the State of Delaware (hereinafter referred to as "70MM") OF THE FIRST PART and DAVID BEDFORD KEIGHLEY of the City of Markham in the Province of Ontario (hereinafter referred to as the "Executive") OF THE SECOND PART and IMAX CORPORATION, a corporation incorporated under the laws of Canada (hereinafter referred to as the "Imax Corporation") (Imax Corporation, together with all its subsidiaries and affiliates are hereinafter referred to as "Imax") OF THE THIRD PART WHEREAS, Imax Corporation and 70MM wish to enter into this Agreement to engage the Executive to provide services to the 70MM, and the Executive wishes to be so engaged, pursuant to the terms and conditions hereinafter set forth; AND WHEREAS 70MM is an indirect wholly-owned subsidiary of Imax Corporation; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
-2- 1. EMPLOYMENT AND DUTIES 1.1. Employment. 70MM hereby employs the Executive, and the Executive hereby agrees to serve, as President of 70MM and Senior Vice President of Imax Corporation and the Executive hereby accepts the foregoing employment, all on the terms and conditions contained in this Agreement. The Executive agrees to serve 70MM faithfully and to the best of his ability under the direction of the "Senior Operating Officer" of Imax Corporation. The Executive shall report to the "Senior Operating Officer" of Imax Corporation. Senior Operating Officer shall mean Chief Operating Officer, Chief Executive Officer, Vice Chairman or Chairman. 1.2. Exclusive Services. Except as may otherwise be approved in advance by the President and/or the Senior Operating Officer of Imax Corporation, the Executive shall devote his full working time throughout the Employment Term (as defined in Section 1.3) to the services required of him hereunder. The Executive shall render his services exclusively to 70MM during the Employment Term, and shall use his best efforts, judgment and energy to improve and advance the business and interests of Imax in a manner consistent with the duties of his position. 1.3. Term of Employment. The Executive's employment under this Agreement shall commence on the date hereof (the "Commencement Date") and shall terminate on the earlier of (i) the fifth anniversary of the Commencement Date, or (ii) termination of the Executive's employment pursuant to this Agreement. The period commencing as of the Commencement Date and ending on the fifth anniversary of the Commencement Date or such later date to which the term of the Executive's employment under this Agreement shall have been extended is hereinafter referred to as the "Employment Term". Executive agrees to notify Imax Corporation of his desire to renew this Agreement, on terms and conditions to be negotiated, on or before December 31, 2001. Imax Corporation agrees to advise Executive of its intention to renew this Agreement on or before December 31, 2001. 1.4. Place of Employment. During the Employment Term the Executive will principally work at 70MM's offices in Los Angeles and from time to time, as requested or as required by circumstance, at Imax Corporation's main offices in Mississauga and New York. It is anticipated that the Executive will spend some portion of his time in Imax Corporation's Mississauga area offices, but in no event will the Executive spend more than 180 days in Canada in any calendar year during the Employment Term. The Executive shall spend the balance of his working time in such location or locations as are necessary and appropriate for the performance of the duties of the Executive, subject to the reasonable direction of the Senior Operating Officer. 1.5. Reimbursement of Expenses. 70MM shall reimburse the Executive for reasonable travel and other business expenses incurred by him in the fulfilment of his duties hereunder in
-3- accordance with 70MM practices consistently applied. Without limitation, 70MM shall pay, or reimburse the Executive for, reasonable accommodation costs for the Executive in Toronto. 2. COMPENSATION 2.1. Base Salary. During the Employment Term, the Executive shall be paid a base salary ("Base Salary") of US$212,405 in the first year of the Employment Term, US$223,025 in the second year of the Employment Term, US$234,176 in the third year of the Employment Term, US$245,885 in the fourth year of the Employment Term and US$258,179 in the fifth year of the Employment Term, payable no less frequently than monthly in accordance with 70MM's payroll practices. In respect of any year in which the Executive is employed pursuant to this Agreement less than the entirety of such year, the annual base salary of the Executive for such part year as he is employed hereunder shall be reduced proportionately based on the number of days he was actually employed hereunder. 2.2. Bonus. In addition to the Base Salary, for each year during the Employment Term (excluding fiscal 2002), the Executive shall be entitled to be paid and 70MM agrees to pay to the Executive a bonus of one-third of the Executive's base salary for such year (pro-rated as necessary to reflect any partial year worked) upon the attainment of the pre-tax profit threshold established as detailed in paragraph 2.3 below. The Executive will be entitled to be paid and 70MM agrees to pay to the Executive a further bonus for each year (or portion thereof) during which the Executive has performed services hereunder in an amount equal to 10% of the difference calculated by subtracting the pre tax profit threshold established in Section 2.3 below from 70MM's profit before taxes as confirmed by Imax's auditors for the financial year being considered. This bonus will also be pro-rated as necessary to reflect a partial year worked. Bonuses payable pursuant to these bonuses shall be calculated and paid not later than April 30 of the following year. 2.3 Pre Tax Profit Threshold Pre tax profit threshold for purposes of determining bonuses to be paid pursuant to 2.2 above shall be as follows: Pre tax Profit Threshold Applicable to Bonus for Financial Year Ending Payments Due - ----------------------------- ------------------- December 31, 1997 US$ 229,629 April 30, 1998 December 31, 1998 US$ 241,110 April 30, 1999 December 31, 1999 US$ 253,166 April 30, 2000 December 31, 2000 US$ 265,824 April 30, 2001 December 31, 2001 US$ 279,115 April 30, 2002
-4- 3. EMPLOYEE BENEFITS 3.1. General. The Executive shall, during the Employment Term, receive employee benefits including vacation time, medical benefits, disability and life insurance, all at least consistent with those established by Imax Corporation for its other key employees at a level commensurate with that of the Executive. Without limitation, however, the Executive shall be entitled to the following benefits: (i) no less than five (5) weeks' paid vacation in the first year of the Employment Term and in accordance with Imax Corporation's policy for senior executives thereafter but in any event no less than 5 weeks in any year of the Employment Term; (ii) business class air travel within North America and internationally and the same class of travel enjoyed by executives more senior than the Executive, when travelling with these executives, subject to availability; (iii) such audio/visual, computer, fax, cellular telephone, paging services and other like equipment as may be necessary in connection with the performance of the Executive's responsibilities shall be made available to the Executive including, without limitation, a personal computer and necessary link-up equipment; (iv) reimbursement for the expenses of obtaining or maintaining the Executive's membership in the Society of Motion Picture and Television Engineers and the expenses of any memberships which in the reasonable opinion of the Executive are essential or necessary to enable him to perform his duties hereunder; and (iv) standard Imax benefits for U.S. resident employees. 3.2. Automobile. In addition to the Base Salary, 70MM shall pay the Executive US $ 700 each month during the Employment Term as an allowance towards the cost to the Executive of an automobile for business and personal use (hereinafter referred to as the "Automobile Allowance"). In addition, the Executive will be reimbursed in respect of all reasonable out-of-pocket operating costs incurred in connection with such automobile.
-5- 4. TERMINATION OF EMPLOYMENT Definitions. As used in this Article 4, the following terms have the following meanings: (a) "Termination Payment" means each of the following amounts to the extent that such amounts are due to be paid to and including the date upon which the Executive's employment is terminated (i) Base Salary, (ii) Automobile Allowance, (iii) unreimbursed business expenses, (iv) any amounts to be paid pursuant to the terms of any benefit plans of 70MM in which the Executive participates or pursuant to any policies of 70MM applicable to the Executive, and (vi) any outstanding vacation pay calculated up to and including such date. (b) "Without Cause" means termination of the Executive's employment by 70MM other than for Cause (as defined in Section 4.2), death or disability (as set forth in Article 5). 4.1. Termination without Cause. 4.1.1. General. Subject to the provisions of Sections 4.1.2, 4.1.3 and Article 6, if, prior to the expiration of the Employment Term, the Executive's employment is terminated by 70MM Without Cause, 70MM shall pay the Termination Payment then due to be paid within 30 days of the date of termination and shall continue to pay the Executive the Base Salary, and the Automobile Allowance for the duration of the Employment Term then remaining to a maximum of three (3) years, (such period being referred to hereinafter as the "Severance Period") either at such intervals as the same would have been paid had the Executive remained in the active service of 70MM, or, at the option of 70MM, by immediate payment to the Executive of the remaining Base Salary and Automobile Allowance which would be payable during the Severance Period. Upon such termination, the Executive shall also be entitled to continue to receive his employment benefits at 70MM's expense (to the extent paid for by 70MM as at the date of termination), other than those set forth in clauses 3.1 (ii) and (iii). The Executive agrees that 70MM may deduct from any payment of Base Salary to be made during the Severance Period the benefit plan contributions which are to be made by the Executive during the Severance Period in accordance with the terms of all benefit plans for the minimum period prescribed by law. The Executive shall have no further right to receive any other compensation or benefits after such termination of employment except as are necessary under the terms of the employee benefit plans or programs of 70MM or as required by applicable law. Payment of Base Salary and the Automobile Allowance and the continuation of the aforementioned employee benefits during the Severance Period as outlined above shall be deemed to include all termination and severance pay to which the Executive is entitled pursuant to applicable statute law and common law. The date of termination of employment Without Cause shall be the date specified in a written notice of termination to the Executive.
-6- 4.1.2. Fair and Reasonable The parties confirm that notice and pay in lieu of notice provisions contained in Section 4.1.1 are fair and reasonable and the parties agree that upon any termination of this Agreement Without Cause, the Executive shall have no action, cause of action, claim or demand against 70MM or Imax or any other person as a consequence of such termination other than to enforce Section 4.1.1. 4.1.3. Conditions Applicable to the Severance Period. If, during the Severance Period, the Executive breaches his obligations under Article 7 of this Agreement, 70MM may, upon written notice to the Executive, terminate the Severance Period and cease to make any further payments described in Section 4.1.1. 4.2. Termination for Cause; Resignation. At any time prior to the expiration of the Employment Term the Executive's employment may be terminated by 70MM immediately upon notice for Cause. If, prior to the expiration of the Employment Term, the Executive's employment is terminated by 70MM for Cause, or the Executive resigns from his employment hereunder, other than circumstances constituting constructive dismissal, the Executive shall only be paid, within 15 days of the date of such termination or resignation, the Termination Payment, then due to be paid. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the employee benefit plans or programs of 70MM. The date of termination for Cause shall be the date specified in a written notice of termination to the Executive. The date of resignation shall be (i) the date specified in the written notice of resignation from the Executive to 70MM, or if no date is specified therein, 10 days (not including a Saturday, Sunday or statutory holiday in Ontario, Canada) after receipt by 70MM of such written notice or (ii) if no such notice is delivered to 70MM, the date determined by the Senior Operating Officer of Imax Corporation in good faith. 4.3. Cause. Termination for "Cause" shall mean termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in Canada or the United States other than for reasons within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (iii) the continued failure or refusal of the Executive to perform the duties reasonably required of him as President of 70MM; (iv) any material violation by the Executive of any Canadian or United States Federal, provincial, state or local law or regulation applicable to the business of 70MM or Imax, which violation is injurious to the financial condition or business reputation of 70MM or Imax, or the Executive's conviction of a felony
-7- or commission of an indictable offense for which he is not pardoned, or any perpetration by the Executive of a common law fraud; or (v) any other action by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, 70MM or Imax, or which results in a violation by 70MM or Imax of any Canadian or United States Federal, provincial, state or local law or regulation applicable to the business of 70MM or Imax, which violation is injurious to the financial condition or business reputation of 70MM or Imax. 5. DEATH OR DISABILITY In the event of termination of employment by reason of death or Permanent Disability (as hereinafter defined), the Executive (or his estate, as applicable) shall be paid the Termination Payment then due to be paid within 30 days of the date of such termination of employment. Both the employment of the Executive and the entitlement of the Executive to be paid amounts under Section 4.1.1, in respect of the Severance Period, shall terminate immediately and without notice upon his death or upon his Permanent Disability (as hereinafter defined). Any benefits thereafter shall be determined in accordance with the benefit plans maintained by 70MM, and 70MM shall have no further obligation hereunder. For purposes of this Agreement, "Permanent Disability" means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties under this Agreement as an employee of 70MM, which disability or infirmity shall exist for any continuous period of 180 days. 6. MITIGATION Subject to Section 7.2, the Executive shall be required to mitigate the amount of any payment provided for in Section 4.1.1 (other than the Termination Payment) by seeking other employment or remunerative activity reasonably comparable to his duties hereunder, and any payment to be made by 70MM under Section 4.1.1 (other than the Termination Payment) will be reduced by the amount of the Executive's remuneration from such other employment or other activity during the Severance Period (whether paid or not to the Executive during such period). The Executive shall be required as a condition of any payment under Section 4.1.1 (other than the Termination Payment) promptly to disclose to 70MM any such mitigation compensation.
-8- 7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION, GRANT OF RIGHTS 7.1. Non-solicitation. For so long as the Executive is employed by 70MM and continuing for one year thereafter, notwithstanding whether the Executive's employment is terminated with or without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of 70MM and Imax Corporation, directly or indirectly, for the Executive's own benefit or the benefit of any other person, whether as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax: (x) solicit or endeavour to entice away from Imax, any person or entity who is, or, during the then most recent 12-month period, was employed by, or had served as an agent or key consultant of, Imax; or (y) solicit, endeavour to entice away or gain the custom of, canvass or interfere in Imax's relationship with any person or entity who is, or was within the then most recent 12-month period, a customer or client (or reasonably anticipated to become a customer or client) of Imax and with whom the Executive had dealings during his employment with 70MM. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. 7.2 Non-Competition For so long as the Executive is employed by 70MM and continuing for the period of time during which 70MM is obliged to pay any amounts to the Executive under Section 4.1.1 hereof (up to three years) after the date of the termination of the employment of the Executive with 70MM, notwithstanding whether the Executive's employment is terminated with or without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of Imax (a "Competitor"), which is principally engaged or reasonably anticipated to become principally engaged in designing or supplying large screen theatres, distributing projection and sound systems for large screen theatres or designing or supplying motion simulation theatres or producing or distributing films for motion simulation theatres or, where such Competitor is not principally engaged in these activities but carries on these activities as part of its business then the Executive shall not directly or indirectly provide services to such Competitor in connection with these activities. Subsequent to the period referenced above, the Executive shall be free to create and work within a "post production" business (whether or not incorporated), provided that, during the one year period following the period referenced above, no such "post-production" business shall be financed by, directly or indirectly, nor may the
-9- Executive be directly or indirectly employed by, a direct competitor of Imax (including, without limiting the generality of the term "direct competitor", Iwerks Entertainment, Inc. or Showscan Entertainment Inc. or their successors and affiliates) in the large format film business. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. "Post production" business is defined to include post production services related to large format motion pictures, including negative cutting, laboratory supervision, release print assembly and preparation, print quality assurance, print coating and rejuvenation, film storage and inventory control, supervision of optical effects, film production consultation, 35mm daily printdowns, color timing including V.I.S.T. timing, video mastering supervision and tape duplication and supply of ancillary products. Nothing in this provision restricts the Executive during the one year period referred to above from performing services for a direct competitor of Imax as a customer of a post production business. 7.3 Confidentiality. The Executive covenants and agrees with Imax that he will not at any time during employment hereunder or thereafter, except in performance of his obligations to 70MM hereunder or with the prior written consent of the President and/or Senior Operating Officer of Imax Corporation, directly or indirectly, disclose or use any secret or confidential information that he may learn or has learned by reason of his association with Imax. The term "confidential information" includes information not previously disclosed to the public or to the trade by Imax's management, or otherwise in the public domain, with respect to Imax's products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information, business plans, prospects or opportunities, but shall exclude any information which (i) is or becomes available to the public or is generally known in the industry or industries in which Imax operates other than as a result of disclosure by the Executive in violation of his agreements under this Section or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. 7.4 Exclusive Property. The Executive confirms that all confidential information is and shall remain the exclusive property of Imax. All business records, papers and documents regardless of the form of their records kept or made by Executive relating to the business of Imax shall be and remain the property of Imax, and shall be promptly returned by the Executive to Imax upon any termination of employment. 7.5 Injunctive Relief. Without intending to limit the remedies available to Imax, the Executive acknowledges that a material breach of any of the covenants contained in Article 7 will result in material and irreparable injury to Imax for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, Imax shall be entitled to seek a temporary restraining order and/or a preliminary, interim or permanent injunction restraining the Executive from engaging in activities prohibited by Article 7 or such other relief as may be required specifically
-10- to enforce any of the covenants in Article 7. The Executive waives any defences to the strict enforcement by Imax of the covenants contained in Article 7. If for any reason it is held that the restrictions under Article 7 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration and scope identified in Article 7 as will render such restrictions valid and enforceable. 7.6 Representation. The Executive represents and warrants that he is not subject to any non-competition covenant or any other agreement with any party which would in any manner restrict or limit his ability to render the services required of him hereunder. 7.7. Grant of Rights. The Executive hereby: (a) grants to Imax Corporation all copyrights, patent rights and other rights in all work furnished or created by the Executive during the Employment Term; (b) agrees to sign all documents which may be required to confirm Imax Corporation's absolute ownership of such work; (c) waives the moral rights associated with such work, within the meaning of the Canadian Copyright Act; and (d) grants the Corporation the rights to and to license others to use of the name, likeness, biography and other identifications of the Executive in connection with any and all uses and promotions of such work and derivatives thereof. Without limiting the generality of the foregoing, all rights of whatsoever nature and kind (now or hereafter known) in any projects developed or contributed to by the Executive pursuant to this Agreement shall be, from the inception of the creation thereof, the exclusive property of the Corporation, and for the purposes of the United States Copyright Act same shall be deemed to constitute "works-made-for-hire"; provided that in the event that for whatever reason the Executive retains any rights in any projects, the Executive hereby assigns same exclusively to Imax Corporation and free, clear and unencumbered. 8. MISCELLANEOUS 8.1. Notices. All notices or communications hereunder shall be in writing, addressed as follows: To 70MM: c/o Imax Corporation 2525 Speakman Drive Mississauga, Ontario L5K 1B1 Telecopier No: 905-403-6468
-11- To Imax Corporation: Imax Corporation 2525 Speakman Drive Mississauga, Ontario L5K 1B1 Telecopier No.: (905) 403-6468 Attention: General Counsel To the Executive: David Keighley 7 McCarty Crescent Markham, Ontario L3P 4R4 All such notices shall be conclusively deemed to be received and shall be effective, (i) if sent by hand delivery, upon receipt or (ii) if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed. 8.2. Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The parties agree that Section 7 shall survive the termination of this Agreement. 8.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of 70MM and Imax Corporation, if any are permitted by law and provided that 70MM and Imax Corporation and its assignee shall each remain liable to the Executive in the event of any assignment, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 8.4. Entire Agreement: Amendment. In addition to the letter between the parties dated May 27, 1997, this Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between 70 MM and Imax Corporation and the Executive. This Agreement may only be amended at any time by mutual written agreement of the parties hereto. 8.5. Withholding. The payment of any amount pursuant to this Agreement shall be subject to any applicable withholding and payroll taxes, and such other deductions as may be required under applicable law or 70MM's employee benefit plans, if any.
-12- 8.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to principles of conflicts of laws. IN WITNESS WHEREOF, 70MM, Imax Corporation and the Executive have duly executed and delivered this Agreement as of the day and year first above written. IMAX CORPORATION: By: "John M. Davison" ------------------------------------ Name: John M. Davison Title: Executive Vice President & Chief Financial Officer By: "G. Mary Ruby" ------------------------------------ Name: G. Mary Ruby Title: Vice President, Legal Affairs 70 MM INC. By: "G. Mary Ruby" ------------------------------------ Name: G. Mary Ruby Title: Vice President, Legal Affairs SIGNED, SEALED AND DELIVERED EXECUTIVE: in the presence of: "Beverly Harrison" "David Bedford Keighley" - ---------------------------- ---------------------------------------- Witness David Bedford Keighley
IMAX CORPORATION EXHIBIT 10.12 AMENDING AGREEMENT This Amendment to Employment Agreement dated and effective as of August 8, 2002 (the "Amending Agreement") is made between: IMAX CORPORATION, a corporation incorporated under the laws of Canada (hereinafter referred to as the "Company"; the Company and its subsidiaries and affiliates collectively referred to as "Imax"), And GREG FOSTER (the "Executive") WHEREAS, the Company wishes to enter into this Amending Agreement to amend and extend the Employment Agreement dated as of March 9, 2001, between Imax Corporation and Executive (the "Agreement"), whereunder the Executive provides services to the Company, and the Executive wishes to so continue such engagement, as hereinafter set forth; NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 1.3 of the Agreement shall be deleted and replaced with the following: "Section 1.3 Term of Employment. The Employee's employment under this Agreement commenced on March 19, 2001 (the "Commencement Date") and shall terminate on the earlier of (i) March 18, 2005, or (ii) the termination of the Employee's employment pursuant to this Agreement. The period commencing as of the Commencement Date and ending on March 18, 2005 or such later date to which the term of the Employee's employment under this Agreement shall have been extended is hereinafter referred to as the "Employment Term"." 2. Section 2.1 of the Agreement shall be deleted and replaced with the following: "Section 2.1 Base Salary. Effective March 19, 2003, the Executive's Base Salary shall be US$ 400,000. Effective March 19, 2004, the Executive's Base Salary shall be US$ 425,000." 3. Section 2.2 of the Agreement shall be modified by the addition of the following language. "The Executive's Minimum Bonus in respect of the third year of the Agreement shall be $ 200,000. Thereafter, the Executive's Bonus shall be subject to the discretion of the co-CEOs, provided however that in the event that the Agreement is not renewed, the Executive's Minimum Bonus in respect of the fourth year of the Agreement shall be US$ 100,000." 4. Section 2.4.1 of the Agreement shall be amended by the addition of the following: "Effective as soon as practicable after the signing of the Amending Agreement, the Executive shall be granted non-qualified options to purchase 100,000 shares of common stock of IMAX Corporation. The options shall vest as to 50% on the second anniversary date of the grant and 50% on the third anniversary date of the grant. Effective March 18, 2003, the Executive shall be granted options to purchase 50,000 shares of common stock of IMAX Corporation, which shall vest subject to certain performance criteria."
-2- Except as amended herein, all terms of the Agreement shall remain in full force, unamended. IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Amending Agreement on this 5th day of September, 2002 IMAX CORPORATION By: "Mary Sullivan" ------------------------------------------ Name: Mary Sullivan Title: Senior Vice President Human Resources & Administration By: "G Mary Ruby" ------------------------------------------ Name: G. Mary Ruby Title: Senior Vice President Legal Affairs & Corporate Secretary SIGNED, SEALED AND DELIVERED EXECUTIVE: in the presence of: "Ann N. Mashiyama" "Greg Foster" - ---------------------------- ------------------------------------------ Witness Greg Foster
IMAX CORPORATION EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement dated and effective as of May 9, 2001 (the "Agreement"), is made between IMAX CORPORATION a corporation organized under the laws of Ontario (hereinafter referred to as the "Company". IMAX Corporation, together with all its subsidiaries is hereinafter referred to as "IMAX") OF THE FIRST PART And FRANCIS T. JOYCE of the Town of Princeton Junction in the State of New Jersey (hereinafter referred to as the "Executive") OF THE SECOND PART WHEREAS, the Company wishes to enter into this Agreement to engage the Executive to provide services to the Company, and the Executive wishes to be so engaged, pursuant to the terms and conditions hereinafter set forth; AND WHEREAS the Executive is engaged to provide services to the Company as its Chief Financial Officer; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
-2- 1. EMPLOYMENT AND DUTIES 1.1 Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve, as Chief Financial Officer of the Company, upon the terms and conditions herein contained. The Executive's primary responsibilities shall be to organize and manage the financial affairs generally of the Company and to perform such other duties commensurate with his position with the Company as are reasonably designated by the Chief Executive Officer(s) of the Company. The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the Chief Executive Officer(s) of the Company. The Executive shall report to the Chief Executive Officer(s) of the Company on all of his activities. 1.2 Exclusive Services. Except as may otherwise be approved in advance by the Chief Executive Officer(s)of the Company, the Executive shall devote his full working time throughout the Employment Term (as defined in Section 1.3) to the services required of him hereunder. The Executive shall render his services exclusively to the Company and its subsidiaries and affiliates during the Employment Term, and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company in a manner consistent with the duties of his position. 1.3 Term of Employment. The Executive's employment under this Agreement shall commence on the date hereof (the "Commencement Date") and shall terminate on the earlier of (i) the second anniversary of the Commencement Date, or (ii) termination of the Executive's employment pursuant to this Agreement. The period commencing as of the Commencement Date and ending on the second anniversary of the Commencement Date or such later date to which the term of the Executive's employment under this Agreement shall have been extended is hereinafter referred to as the "Employment Term". The above notwithstanding, the minimum severance provisions of this agreement as defined in par. 4.1 along with the Termination Payment as defined in par. 4 (a) shall survive this agreement. 1.4 Place of Employment. During the Employment Term the Executive will be based , at the Company's offices in New York City and, as requested or as required by circumstance, travel to the offices of the Company in Mississauga, Los Angeles, and other parts of the world.
-3- 1.5 Reimbursement of Expenses. The Company shall reimburse the Executive for reasonable travel and other business expenses incurred by him in the fulfilment of his duties hereunder in accordance with Company practices consistently applied. 2. COMPENSATION 2.1 Base Salary. During his employment under this Agreement, the Executive shall be paid a base salary ("Base Salary") of no less than US$ 275,000 subject to annual review on no later than Executive's anniversary date. The Executive shall be paid no less frequently than monthly in accordance with the Company's payroll practices. 2.2 Bonus. In addition to the Base Salary, during the Employment Term the Executive shall be entitled to participate in the management bonus plan of the Company which applies to senior executives of the Company. The Executive shall participate in that plan on the basis that the target annual bonus pool eligibility of the Executive shall be 35% of his Base Salary (the "Target Bonus") in any year, which will entitle the Executive to earn a bonus, according to the terms of the bonus plan, of up to 50% of his Base Salary. Notwithstanding the foregoing, the bonus to be paid to the Executive in respect of 2001 shall be not less than US$ 75,000 (the "Guaranteed Bonus") , which shall be paid at the time bonuses are scheduled to be paid to other senior managers participating in the plan, but no later than February 28, 2002. The Executive acknowledges that the said bonus plan may be changed from time to time by the Company without notice to or any requirement to obtain the consent of the Executive and without the Executive having any claim against the Company with respect to any changes thereto, including any claims of constructive dismissal. Following any changes to the said plan, the Executive will be given notice of the changes in the same manner as are other executives of the Company of the Executive's stature. Any annual bonus will be prorated for any part calendar year of employment hereunder.
-4- 2.3 Stock Options. Effective as soon as is practicable after the Commencement Date, the Executive shall be granted non-qualified options (the "Options") to purchase 100,000 shares of common stock of the Company (the "Common Shares"), at an exercise price per Common Share equal to the Fair Market Value, as defined in the Company's Stock Option Plan (the "Option Plan"). Thirty three and one third percent (33.3%) of the Options shall vest and become exercisable on each of the first three anniversary dates of the grant date. The Options granted hereunder shall be subject to the terms and conditions of the Option Plan and the stock option agreement to be entered into between the Company and the Executive as of the applicable date of grant pursuant to, and in accordance with, the terms of the Option Plan; provided, however that any of the said Options together with all other options granted to the Executive under the Option Plan, which are not yet exercisable shall become vested and immediately exercisable in the event of both of (a) a change in control of the Company i.e. any person, or group of persons acting in concert, other than Bradley J. Wechsler and Richard L. Gelfond, acquiring greater than fifty percent (50%) of the outstanding common shares of the Company, whether by direct or indirect acquisition or as a result of a merger or reorganization; and (b) the occurrence of one or more of the following: (i) Bradley J. Wechsler and Richard L. Gelfond cease to be Co-Chief Executive Officers of the Company; (ii) the Executive's termination from the Company Without Cause; (iii) the diminution of the Executive's title and/or responsibilities;or (iv) the Executive being asked to relocate more than 30 miles from his then current office in New York. Further, should the Executive's employment be terminated Without Cause for reasons other than a change in control, (as defined in Section 4 (b) below), a minimum of 75% of the Executive's outstanding Options shall become vested and immediately exercisable. 3. EXECUTIVE BENEFITS 3.1 General. The Executive shall, during the Employment Term, receive Executive benefits including vacation time, medical benefits, disability and life insurance, all at least consistent with those established by the Company for its other key executives at a level commensurate with that of the Executive. Without limitation, however, the Executive shall be entitled to the following benefits: (i) four (4) weeks' paid vacation in each year of the Employment Term (ii) such audio/visual, computer, fax, cellular telephone and other like equipment as may be necessary in connection with the performance of the Executive's responsibilities shall be made available to the Executive; and (iii) a monthly automobile allowance of US$ 850.00, together with all associated operating expenses (which allowance can, in total or a portion thereof, at Executive's option, be taken as additional compensation);
-5- 4. TERMINATION OF EMPLOYMENT Definitions. As used in this Article 4, the following terms have the following meanings: (a) "Termination Payment" means each of the following amounts to the extent that such amounts are due to be paid to and including the date upon which the Executive's employment is terminated (i) Base Salary and automobile allowance, (ii) unreimbursed business expenses as outlined in Section 1.5, (iii) any amounts to be paid pursuant to the terms of any benefit plans of the Company in which the Executive participates or pursuant to any policies of the Company applicable to the Executive, and (iv) any outstanding vacation pay calculated up to and including such date. (b) "Without Cause" means termination of the Executive's employment by the Company other than for Cause (as defined in Section 4.2), death or disability (as set forth in Section 5). 4.1 Termination Without Cause 4.1.1 General. Subject to the provisions of Sections 4.1.2, 4.1.3 and 6, if, prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company Without Cause, the Company shall pay the Termination Payment and a pro-rata bonus based upon the Target Bonus to be paid within 30 days of the date of termination and shall continue to pay the Executive the Base Salary and automobile allowance for the remainder of the Employment Term (such period being referred to hereinafter as the "Severance Period"), either at such intervals as the same would have been paid had the Executive remained in the active service of the Company or, at the option of the Company, , by immediate payment to the Executive, , provided however that the Severance Period shall be a minimum of twelve months in duration Upon such termination, the Executive shall also be entitled to continue to receive his employment benefits referred to in Section 3.1 at the Company's expense (to the extent paid for by the Company as at the date of termination) and subject to the consent of the applicable insurers. The Executive agrees that the Company may deduct from any payment of Base Salary to be made during the Severance Period the benefit plan contributions which are to be made by the Executive during the Severance Period in accordance with the terms of all benefit plans for the minimum period prescribed by law. The Executive shall have no further right to receive any other compensation or benefits after such termination of employment except as are necessary under the terms of the Executive benefit plans or programs of the Company or as required by applicable law. Payment of the Termination Payment, Base Salary, pro-rata bonus based on the Target Bonus and automobile allowance during the Severance Period and the continuation of the aforementioned Executive benefits during the Severance Period as outlined above shall be deemed to include all termination and severance pay to which the Executive is entitled pursuant to applicable statute law and common law. The date of termination of employment Without
-6- Cause shall be the date specified in a written notice of termination to the Executive and does not include the Severance Period. 4.1.2 Fair and Reasonable The parties confirm that notice and pay in lieu of notice provisions contained in Subsection 4.1.1 are fair and reasonable and the parties agree that upon any termination of this Agreement Without Cause, the Executive shall have no action, cause of action, claim or demand against the Company or IMAX or any other person as a consequence of such termination other than to enforce Section 4.1.1. 4.1.3 Conditions Applicable to the Severance Period. If, during the Severance Period, the Executive breaches his obligations under Article 7 of this Agreement, the Company may, upon written notice to the Executive, terminate the Severance Period and cease to make any further payments or provide further benefits as described in Section 4.1.1. 4.2 Termination for Cause; Resignation. At any time prior to the expiration of the Employment Term the Executive's employment may be terminated by the Company immediately upon notice for Cause. If, prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company for Cause, or the Executive resigns from his employment hereunder, the Executive shall only be paid, within 15 days of the date of such termination or resignation, the Termination Payment, then due to be paid. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the Executive benefit plans or programs of the Company. The date of termination for Cause shall be the date specified in a written notice of termination to the Executive, which notice shall set forth the basis for the termination. The date of resignation shall be sixty (60) days following the date or receipt of notice of resignation from the Executive to the Company.
-7- 4.3 Cause. Termination for "Cause" shall mean termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in the United States or Canada other than for reasons not within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement, which breach has not been remedied within thirty (30) days after written notice specifying such breach has been given to the Executive by the Company; (iii) the continued failure or refusal of the Executive to perform the duties reasonably required of him as Chief Financial Officer, which failure or refusal has not been remedied within 30 days after written notice specifying such failure or refusal has been given to the Executive; (iv) any material violation by the Executive of any Canadian or United States federal, provincial, state or local law or regulation applicable to the business of the Company or IMAX, which violation is injurious to the financial condition or business reputation of the Company or IMAX, or the Executive's conviction of a felony or commission of an indictable offense for which he is not pardoned, or any perpetration by the Executive of a common law fraud; (v) any other action by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or IMAX, or which results in a violation by the Company or IMAX of any Canadian or United States federal, provincial, state or local law or regulation applicable to the business of the Company or IMAX, which violation is injurious to the financial condition or business reputation of the Company or IMAX.
-8- 5. DEATH OR DISABILITY In the event of termination of employment by reason of death or Permanent Disability (as hereinafter defined), the Executive (or his estate, as applicable) shall be paid the Termination Payment then due to be paid within 30 days of the date of such termination of employment. Both the employment of the Executive and the entitlement of the Executive to be paid amounts under Section 4.1.1, in respect of the Severance Period, shall terminate immediately and without notice upon his death or upon his Permanent Disability (as hereinafter defined). Any benefits thereafter shall be determined in accordance with the benefit plans maintained by the Company, and the Company shall have no further obligation hereunder. For purposes of this Agreement, "Permanent Disability" means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties under this Agreement as an Executive of the Company, which disability or infirmity shall exist for any continuous period of 180 days. The parties agree that such Permanent Disability cannot be accommodated short of undue hardship. 6. MITIGATION Subject to Section 7.1 and 7.2, the Executive shall notbe required to mitigate the amount of any payment provided for in Section 4.1.1 by seeking other employment or remunerative activity reasonably comparable to his duties hereunder, however , upon the date of the Executive's obtaining such other employment or remunerative activity any payment of the remaining portion of the Executive's Base Salary to be made by the Company under Section 4.1.1 will be reduced by a total of one quarter (1/4). The Executive shall be required as a condition of any payment under Section 4.1.1 (other than the Termination Payment) promptly to disclose to the Company any such mitigation compensation.
-9- 7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION 7.1 Non-solicitation. For so long as the Executive is employed by the Company and continuing for one year thereafter, notwithstanding whether the Executive's employment is terminated with or Without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of the Company, directly or indirectly, for the Executive's own benefit or the benefit of any other person, whether as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, executive, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than the IMAX: (x) solicit or endeavour to entice away from IMAX, any person or entity who is, or, during the then most recent 12-month period, was employed by, or had served as an agent or consultant of, IMAX; or (y) solicit, endeavour to entice away or gain the custom of, canvass or interfere in IMAX's relationship with any person or entity who is, or was within the then most recent 12-month period, a supplier, customer or client (or reasonably anticipated to become a supplier, customer or client IMAX and with whom the Executive had dealings during his employment with the Company. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. 7.2 Non-Competition For so long as the Executive is employed by the Company and continuing for a period of one year after the date of the termination of the employment of the Executive with the Company, notwithstanding whether the Executive's employment is terminated with or Without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of the Company, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, Executive, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than IMAX, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of IMAX (a "Competitor"), which is engaged or reasonably anticipated to become engaged in designing or supplying large format theatres, designing or distributing projection or sound systems for large format theatres, designing or supplying digital or other electronic film, projection systems (regardless of image delivery system used) or sound technology, designing or supplying motion simulation attractions or producing or distributing films specifically for theatres or motion simulation attractions which use the technology or competitive technology to that referred to above. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defenses to the strict enforcement thereof.
-10- 7.3 Confidentiality. The Executive covenants and agrees that he will not at any time during employment hereunder or thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the senior operating officer of the Company, directly or indirectly, disclose or use any secret or confidential information that he may learn or has learned by reason of his association with IMAX. The term "confidential information" includes information not previously disclosed to the public or to the trade by IMAX's management, or otherwise in the public domain, with respect to IMAX's products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information, business plans, prospects or opportunities, but shall exclude any information which (i) is or becomes available to the public or is generally known in the industry or industries in which IMAX operates other than as a result of disclosure by the Executive in violation of his agreements under this Section 7.3 or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive confirms that all restrictions in this Section 7.3 are reasonable and valid and waives all defences to the strict enforcement thereof. 7.4 Exclusive Property. The Executive confirms that all confidential information is and shall remain the exclusive property of IMAX. All business records, papers and documents regardless of the form of their records kept or made by Executive relating to the business of IMAX shall be and remain the property of IMAX, and shall be promptly returned by the Executive to IMAX upon any termination of employment. 7.5 Injunctive Relief. Without intending to limit the remedies available to the Company, the Executive acknowledges that a material breach of any of the covenants contained in Article 7 will result in material and irreparable injury to IMAX for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order and/or a preliminary, interim or permanent injunction restraining the Executive from engaging in activities prohibited by Article 7 or such other relief as may be required specifically to enforce any of the covenants in Article 7. The Executive waives any defences to the strict enforcement by IMAX of the covenants contained in Article 7. If for any reason it is held that the restrictions under Article 7 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration and scope identified in Article 7 as will render such restrictions valid and enforceable. 7.6 Representation. The Executive represents and warrants that he is not subject to any non-competition covenant or any other agreement with any party which would in any manner restrict or limit his ability to render the services required of him hereunder.
-11- 8. MISCELLANEOUS 8.1 Notices. All notices or communications hereunder shall be in writing, addressed as follows: To the Company: Imax Corporation 2525 Speakman Drive Mississauga, Ontario L5K 1B1 Telecopier No: (905) 403-6468 Attention: Legal Department To the Executive: Francis T. Joyce 19 Brians Way Princeton Junction, New Jersey 08550 All such notices shall be conclusively deemed to be received and shall be effective, (i) if sent by hand delivery, upon receipt or (ii) if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed.
-12- 8.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The parties agree that Sections 4, 5, 6 and 7 shall survive the termination of this Agreement. 8.3 Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, if any are permitted by law and provided that the Company and its assignee shall each remain liable to the Executive in the event of any assignment, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. The Executive expressly agrees that the Company may assign any of its rights, interest or obligations hereunder to any affiliate without the consent of the Executive; provided, however, that no such assignment shall relieve the assignor of any of its obligations hereunder. 8.4 Entire Agreement: Amendment. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive. This Agreement may only be amended at any time by mutual written agreement of the parties hereto. 8.5 Withholding. The payment of any amount pursuant to this Agreement shall be subject to any applicable withholding and payroll taxes, and such other deductions as may be required under applicable law or the Company's Executive benefit plans, if any.
-13- 8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to principles of conflicts of laws. IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Agreement as of the 9th day of May, 2001. IMAX CORPORATION: By: "Richard L. Gelfond" --------------------------------- Name: Richard L. Gelfond Title: Co-Chairman & Co-Chief Executive Officer EXECUTIVE: "Francis T. Joyce" ------------------------------------- Francis T. Joyce
IMAX CORPORATION EXHIBIT 10.14 EMPLOYMENT AGREEMENT This Employment Agreement dated and effective as of May 17, 1999 (the "Agreement"), is made between IMAX LTD. a corporation organized under the laws of Ontario (hereinafter referred to as the "Company") OF THE FIRST PART And IMAX CORPORATION a corporation organized under the laws of Canada (Imax Corporation, together with all its subsidiaries and affiliates are hereinafter referred to as "Imax") OF THE SECOND PART And ROBERT D. LISTER of the Town of Scotch Plains in the State of New Jersey (hereinafter referred to as the "Executive") OF THE THIRD PART WHEREAS, the Company wishes to enter into this Agreement to engage the Executive to provide services to the Company, and the Executive wishes to be so engaged, pursuant to the terms and conditions hereinafter set forth; AND WHEREAS the Executive is engaged to provide services to the Company as its Senior Vice President, Legal Affairs and General Counsel; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
-2- 1. EMPLOYMENT AND DUTIES 1.1 Employment. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve, as Senior Vice President, Legal Affairs and General Counsel of the Company, upon the terms and conditions herein contained. The Executive's primary responsibilities shall be to organize and manage the legal affairs generally of the Company and to perform such other duties commensurate with his position with the Company as are reasonably designated by the senior operating officer of the Company, which position is currently held by the Co-Chief Executive Officers of the Company. The Executive shall serve at all times as the Company's chief legal officer and all members of the Company's Legal Department shall report, directly or indirectly, to the Executive. The Executive agrees to serve the Company faithfully and to the best of his ability under the direction of the senior operating officer of the Company. The Executive shall report to the senior operating officer of the Company on substantially all of his activities. During his employment, the Executive will be appointed as an Officer of Imax Corporation, although he will not be employed by that entity. 1.2 Exclusive Services. Except as may otherwise be approved in advance by the senior operating officer of the Company, the Executive shall devote his full working time throughout the Employment Term (as defined in Section 1.3) to the services required of him hereunder. The Executive shall render his services exclusively to the Company and its subsidiaries and affiliates during the Employment Term, and shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company in a manner consistent with the duties of his position. 1.3 Term of Employment. The Executive's employment under this Agreement shall commence on the date hereof (the "Commencement Date") and shall terminate on the earlier of (i) the second anniversary of the Commencement Date, or (ii) termination of the Executive's employment pursuant to this Agreement. The period commencing as of the Commencement Date and ending on the second anniversary of the Commencement Date or such later date to which the term of the Executive's employment under this Agreement shall have been extended is hereinafter referred to as the "Employment Term". 1.4 Place of Employment. During the Employment Term the Executive will, subject to work-related travel, principally work at the Company's offices in New York City and, as requested or as required by circumstance, at the offices of the Company in Mississauga and Los Angeles. The Executive shall spend the balance of his working time in such location or locations as are necessary and appropriate for the performance of the duties of the Executive, subject to the direction of the senior operating officer of the Company.
-3- 1.5 Reimbursement of Expenses. The Company shall reimburse the Executive for reasonable travel and other business expenses incurred by him in the fulfilment of his duties hereunder in accordance with Company practices consistently applied. 2. COMPENSATION 2.1 Base Salary. During his employment under this Agreement, the Executive shall be paid a base salary ("Base Salary") of no less than US$ 200,000 subject to annual review. The Executive shall be paid no less frequently than monthly in accordance with the Company's payroll practices. 2.2 Bonus. In addition to the Base Salary, during the Employment Term the Executive shall be entitled to participate in the management bonus plan of the Company which applies to senior executives of the Company. The Executive shall participate in that plan on the basis that the target annual bonus pool eligibility of the Executive shall be 30% of his Base Salary in any year, which will entitle the Executive to earn a bonus, according to the terms of the bonus plan, of up to 45% of his Base Salary. Notwithstanding the foregoing, the bonus to be paid to the Executive in respect of 1999 shall be not less than US$ 38,100 (the "Guaranteed Bonus"), which shall be paid at the time bonuses are scheduled to be paid to other senior managers participating in the plan. The Executive acknowledges that the said bonus plan may be changed from time to time by the Company without notice to or any requirement to obtain the consent of the Executive and without the Executive having any claim against the Company with respect to any changes thereto, including any claims of Constructive Dismissal. Following any changes to the said plan, the Executive will be given notice of the changes in the same manner as are other executives of the Company of the Executive's stature. Any annual bonus will be prorated for any part calendar year of employment hereunder.
-4- 2.3 Stock Options. Effective as soon as is practicable after the Commencement Date, the Executive shall be granted non-qualified options (the "Options") to purchase 25,000 shares of common stock of Imax Corporation (the "Common Shares"), at an exercise price per Common Share equal to the Fair Market Value, as defined in Imax Corporation's Amended Stock Option Plan (the "Option Plan"). Twenty percent (20%) of the Options shall vest and become exercisable on each of the first five anniversary dates of the grant date. Effective on the first anniversary of the Commencement Date, the Executive shall be granted non-qualified options to purchase at least 15,000 Common Shares at an exercise price per Common Share equal to the Fair Market Value on that date and subject to a five year, 20% per annum vest schedule. The options granted hereunder shall be subject to the terms and conditions of the Option Plan and the stock option agreements to be entered into between the Company and the Executive as of the applicable date of grant pursuant to, and in accordance with, the terms of the Option Plan; provided, however that any of the said options, together with all other options granted to the Executive under Imax Corporation's Option Plan, which are not yet exercisable shall become immediately exercisable in the event of both of (a) a change in control of the Company i.e. any person, or group of persons acting in concert, other than Bradley J. Wechsler and Richard L. Gelfond, acquiring greater than fifty percent (50%) of the outstanding common shares of Imax Corporation, whether by direct or indirect acquisition or as a result of a merger or reorganization and (b) the occurrence of one or more of the following: (i) Bradley J. Wechsler and Richard L. Gelfond cease to be Co-Chief Executive Officers of the Company; (ii) the Executive's termination from the Company Without Cause; (iii) the diminution of the Executive's title and/or responsibilities;or (iv) the Executive being asked to relocate more than 30 miles from his then current office in New York. 3. EXECUTIVE BENEFITS 3.1 General. The Executive shall, during the Employment Term, receive Executive benefits including vacation time, medical benefits, disability and life insurance, all at least consistent with those established by the Company for its other key executives at a level commensurate with that of the Executive. Without limitation, however, the Executive shall be entitled to the following benefits: (i) the greater of: four (4) weeks' paid vacation, or the amount of paid vacation to which the Executive is entitled in accordance with the Company's vacation policy, throughout the Employment Term; (ii) such audio/visual, computer, fax, cellular telephone and other like equipment as may be necessary in connection with the performance of the Executive's responsibilities shall be made available to the Executive; (iii) a monthly automobile allowance of US$ 850.00, together with all associated operating expenses and parking garage expenses (which allowance can, in total or a portion thereof, at Executive's option, be taken as additional compensation);
-5- (iv) a full time administrative assistant located in the New York offices of the Company; and (v) an office at the Company's Headquarters in Mississauga. 4. TERMINATION OF EMPLOYMENT Definitions. As used in this Article 4, the following terms have the following meanings: (a) "Termination Payment" means each of the following amounts to the extent that such amounts are due to be paid to and including the date upon which the Executive's employment is terminated (i) Base Salary and automobile allowance, (ii) unreimbursed business expenses as outlined in Section 1.5, (iii) any amounts to be paid pursuant to the terms of any benefit plans of the Company in which the Executive participates or pursuant to any policies of the Company applicable to the Executive, including the management bonus plan referred to in Section 2.2, calculated up to and including such date; and (iv) any outstanding vacation pay calculated up to and including such date. (b) "Without Cause" means termination of the Executive's employment by the Company other than for Cause (as defined in Section 4.2), death or disability (as set forth in Section 5). 4.1 Termination Without Cause 4.1.1 General. Subject to the provisions of Sections 4.1.2, 4.1.3 and 6, if, prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company Without Cause, the Company shall pay the Termination Payment then due to be paid within 30 days of the date of termination and shall continue to pay the Executive the Base Salary, automobile allowance and Executive's target bonus (the "Target Bonus") (on a prorated basis) pursuant to the terms of the management bonus plan referred to in Section 2.2, for the remainder of the Employment Term (such period being referred to hereinafter as the "Severance Period"), either at such intervals as the same would have been paid had the Executive remained in the active service of the Company including the applicable portion of the Target Bonus, or, at the option of the Company, by immediate payment to the Executive of the remaining Base Salary, automobile allowance and Target Bonus which would be payable during the Severance Period, provided however that the Severance Period shall be a minimum of six months in duration. Upon such termination, the Executive shall also be entitled to continue to receive his employment benefits referred to in Section 3.1 at the Company's expense (to the extent paid for by the Company as at the date of termination) and subject to the consent of the applicable insurers. The Executive agrees that the Company may deduct from any payment of Base Salary to be made during the Severance Period the benefit plan contributions which are to be made by the
-6- Executive during the Severance Period in accordance with the terms of all benefit plans for the minimum period prescribed by law. The Executive shall have no further right to receive any other compensation or benefits after such termination of employment except as are necessary under the terms of the Executive benefit plans or programs of the Company or as required by applicable law. Payment of Base Salary, automobile allowance and Target Bonus and the continuation of the aforementioned Executive benefits during the Severance Period as outlined above shall be deemed to include all termination and severance pay to which the Executive is entitled pursuant to applicable statute law and common law. The date of termination of employment Without Cause shall be the date specified in a written notice of termination to the Executive and does not include the Severance Period. 4.1.2 Fair and Reasonable The parties confirm that notice and pay in lieu of notice provisions contained in Subsection 4.1.1 are fair and reasonable and the parties agree that upon any termination of this Agreement Without Cause, the Executive shall have no action, cause of action, claim or demand against the Company or Imax or any other person as a consequence of such termination other than to enforce Section 4.1.1. 4.1.3 Conditions Applicable to the Severance Period. If, during the Severance Period, the Executive breaches his obligations under Article 7 of this Agreement, the Company may, upon written notice to the Executive, terminate the Severance Period and cease to make any further payments or provide further benefits as described in Section 4.1.1. 4.2 Termination for Cause; Resignation. At any time prior to the expiration of the Employment Term the Executive's employment may be terminated by the Company immediately upon notice for Cause. If, prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company for Cause, or the Executive resigns from his employment hereunder, the Executive shall only be paid, within 15 days of the date of such termination or resignation, the Termination Payment, then due to be paid. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the Executive benefit plans or programs of the Company. The date of termination for Cause shall be the date specified in a written notice of termination to the Executive, which notice shall set forth the basis for the termination. The date of resignation shall be sixty (60) days following the date or receipt of notice of resignation from the Executive to the Company.
-7- 4.3 Cause. Termination for "Cause" shall mean termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in the United States or Canada other than for reasons not within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement, which breach has not been remedied within thirty (30) days after written notice specifying such breach has been given to the Executive by the Company; (iii) the continued failure or refusal of the Executive to perform the duties reasonably required of him as Senior Vice President, Legal Affairs and General Counsel; (iv) any material violation by the Executive of any Canadian or United States federal, provincial, state or local law or regulation applicable to the business of the Company or Imax, which violation is injurious to the financial condition or business reputation of the Company or Imax, or the Executive's conviction of a felony or commission of an indictable offense for which he is not pardoned, or any perpetration by the Executive of a common law fraud; (v) any other action by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or Imax, or which results in a violation by the Company or Imax of any Canadian or United States federal, provincial, state or local law or regulation applicable to the business of the Company or Imax, which violation is injurious to the financial condition or business reputation of the Company or Imax. 4.4 General Upon any termination of the Executive's employment, the Executive will immediately cease to be an Officer of the Company and Imax Corporation and will sign appropriate forms of resignation indicating this.
-8- 5. DEATH OR DISABILITY In the event of termination of employment by reason of death or Permanent Disability (as hereinafter defined), the Executive (or his estate, as applicable) shall be paid the Termination Payment then due to be paid within 30 days of the date of such termination of employment. Both the employment of the Executive and the entitlement of the Executive to be paid amounts under Section 4.1.1, in respect of the Severance Period, shall terminate immediately and without notice upon his death or upon his Permanent Disability (as hereinafter defined). Any benefits thereafter shall be determined in accordance with the benefit plans maintained by the Company, and the Company shall have no further obligation hereunder. For purposes of this Agreement, "Permanent Disability" means a physical or mental disability or infirmity of the Executive that prevents the normal performance of substantially all his duties under this Agreement as an Executive of the Company, which disability or infirmity shall exist for any continuous period of 180 days. The parties agree that such Permanent Disability cannot be accommodated short of undue hardship. 6. MITIGATION Subject to Section 7.1 and 7.2, the Executive shall be required to mitigate the amount of any payment provided for in Section 4.1.1 (other than the Termination Payment) by seeking other employment or remunerative activity reasonably comparable to his duties hereunder, and, upon Executive's obtaining such other employment or remunerative activityany payment to be made by the Company under Section 4.1.1 (other than the Termination Payment) will be reduced by a total of one-half (1/2) of the amount of such payment prior to the Executive's obtaining new employment or remunerative activity. The Executive shall be required as a condition of any payment under Section 4.1.1 (other than the Termination Payment) promptly to disclose to the Company any such mitigation compensation.
-9- 7. NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION 7.1 Non-solicitation. For so long as the Executive is employed by the Company or receiving payment hereunder and continuing for two years thereafter, notwithstanding whether the Executive's employment is terminated with or without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of the Company and Imax, directly or indirectly, for the Executive's own benefit or the benefit of any other person, whether as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, executive, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than the Company or Imax: (x) solicit or endeavour to entice away from Imax, any person or entity who is, or, during the then most recent 12-month period, was employed by, or had served as an agent or consultant of, the Company and/or Imax; or (y) solicit, endeavour to entice away or gain the custom of, canvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or was within the then most recent 12-month period, a supplier, customer or client (or reasonably anticipated to become a supplier, customer or client) of the Company and/or Imax and with whom the Executive had dealings during his employment with the Company. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defences to the strict enforcement thereof. 7.2 Non-Competition For so long as the Executive is employed by the Company or receiving payment hereunder and continuing for a period of two years after the date of the termination of the employment of the Executive with the Company, notwithstanding whether the Executive's employment is terminated with or without Cause or whether the Executive resigns, the Executive shall not, without the prior written consent of the Company and Imax, directly or indirectly anywhere within Canada, the United States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, Executive, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of Imax (a "Competitor"), which is engaged or reasonably anticipated to become engaged in designing or supplying large format theatres, designing or distributing projection or sound systems for large format theatres, designing or supplying motion simulation attractions or producing or distributing films specifically for large format theatres or motion simulation attractions. The Executive confirms that all restrictions in this Section are reasonable and valid and waives all defenses to the strict enforcement thereof.
-10- 7.3 Confidentiality. The Executive covenants and agrees with Imax that he will not at any time during employment hereunder or thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the senior operation officer of the Company, directly or indirectly, disclose or use any secret or confidential information that he may learn or has learned by reason of his association with Imax. The term "confidential information' includes information not previously disclosed to the public or to the trade by Imax's management, or otherwise in the public domain, with respect to Imax's products, facilities, applications and methods, trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, technical information, financial information, business plans, prospects or opportunities, but shall exclude any information which (i) is or becomes available to the public or is generally known in the industry or industries in which Imax operates other than as a result of disclosure by the Executive in violation of his agreements under this Section 7.3 or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive confirms that all restrictions in this Section 7.3 are reasonable and valid and waives all defences to the strict enforcement thereof. 7.4 Exclusive Property. The Executive confirms that all confidential information is and shall remain the exclusive property of Imax. All business records, papers and documents regardless of the form of their records kept or made by Executive relating to the business of Imax shall be and remain the property of Imax, and shall be promptly returned by the Executive to Imax upon any termination of employment. 7.5 Injunctive Relief. Without intending to limit the remedies available to Imax, the Executive acknowledges that a material breach of any of the covenants contained in Article 7 will result in material and irreparable injury to Imax for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, Imax shall be entitled to seek a temporary restraining order and/or a preliminary, interim or permanent injunction restraining the Executive from engaging in activities prohibited by Article 7 or such other relief as may be required specifically to enforce any of the covenants in Article 7. The Executive waives any defences to the strict enforcement by Imax of the covenants contained in Article 7. If for any reason it is held that the restrictions under Article 7 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration and scope identified in Article 7 as will render such restrictions valid and enforceable. 7.6 Representation. The Executive represents and warrants that he is not subject to any non-competition covenant or any other agreement with any party which would in any manner restrict or limit his ability to render the services required of him hereunder.
-11- 8. MISCELLANEOUS 8.1 Notices. All notices or communications hereunder shall be in writing, addressed as follows: To the Company: Imax Ltd. 2525 Speakman Drive Mississauga, Ontario L5K 1B1 Telecopier No: (905) 403-6468 Attention: Legal Department To Imax: Imax Corporation 2525 Speakman Drive Mississauga, Ontario L5K 1B1 Telecopier No: (905) 403-6468 Attention: Legal Department To the Executive: Rob Lister 60 Clydesdale Road Scotch Plains, NJ 07076 Telecopier No: (908) 322-9034 All such notices shall be conclusively deemed to be received and shall be effective, (i) if sent by hand delivery, upon receipt or (ii) if sent by registered or certified mail, on the fifth day after the day on which such notice is mailed.
-12- 8.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The parties agree that Sections 4, 5, 6 and 7 shall survive the termination of this Agreement. 8.3 Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company and Imax, if any are permitted by law and provided that the Company and Imax and its assignee shall each remain liable to the Executive in the event of any assignment, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. The Executive expressly agrees that each of Imax and the Company my assigne any of its rights, interest or obligations hereunder to any affiliate of either of them without the consent of the Executive; provide, however, that no such assignment shall relieve the assignor of any of its obligations hereunder. 8.4 Entire Agreement: Amendment. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive. This Agreement may only be amended at any time by mutual written agreement of the parties hereto. 8.5 Withholding. The payment of any amount pursuant to this Agreement shall be subject to any applicable withholding and payroll taxes, and such other deductions as may be required under applicable law or the Company's Executive benefit plans, if any.
-13- 8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein without regard to principles of conflicts of laws. IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Agreement as of the 19th day of April, 1999. IMAX LTD: By: "John M. Davison" --------------------------------------- Name: John M. Davison Title: Chief Financial Officer By: "Mary C. Sullivan" --------------------------------------- Name: Mary C. Sullivan Title: Vice President, Human Resources & Administration IMAX CORPORATION: By: "John M. Davison" --------------------------------------- Name: John M. Davison Title: Chief Financial Officer By: "Mary C. Sullivan" --------------------------------------- Name: Mary C. Sullivan Title: Vice President, Human Resources & Administration SIGNED, SEALED AND DELIVERED EXECUTIVE: in the presence of: "Mary C. Sullivan" "Robert D. Lister" - ---------------------------- ------------------------------------------- Witness Robert D. Lister
-14- ADDENDUM For purposes of clarity and so as to avoid any confusion (and effective as of the Commencement Date), the term "termination Without Cause" as used in this Agreement shall mean termination of the Employee's employment for any reason or for no reason (including, but not limited to, termination of the Employee's employment as a result of the Company's determination not to renew or extend this Agreement), excepting solely a termination for Cause (as defined in Section 4.3) or as a result of the Employee's death or disability (as set forth in Section 5). Moreover, for additional clarity, the provisions of Section 2.3 of this Agreement shall apply and be effective if the event specified in clause (b) of such Section 2.3 occurs at any time, whether or not the Employment Term has expired, if the Executive's employment with the Company continues until such event. Initial: "RLG" "RDL"
IMAX CORPORATION EXHIBIT 10.15 AMENDING AGREEMENT This Amendment to Employment Agreement dated and effective as of April 4, 2001 (the "Amending Agreement") is made between: IMAX CORPORATION, a corporation incorporated under the laws of Canada (hereinafter referred to as the "Company"), And ROBERT D. LISTER (the "Executive") WHEREAS, the Company wishes to enter into this Amending Agreement to amend and extend the Employment Agreement dated as of May 17, 1999, between Imax Ltd, the Company and Executive (the "Agreement"), whereunder the Executive provides services to the Company, and the Executive wishes to so continue such engagement, as hereinafter set forth; AND WHEREAS, on January 1, 2001 Imax Ltd. assigned all of its rights and obligations pursuant to the Agreement to the Company, and the Executive has consented to such assignment; NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 1.1 of the Agreement shall be amended by the addition of the following language: "Effective April 2, 2001 the Executive shall serve as the Executive Vice President, Legal Affairs, General Counsel and Corporate Secretary." 2. Section 1.3 of the Agreement shall be deleted and replaced with the following: "Section 1.3 Term of Employment. The Employee's employment under this Agreement commenced on the 17th day of May, 1999 (the "Commencement Date") and shall terminate on the earlier of (i) December 31, 2003, or (ii) the termination of the Employee's employment pursuant to this Agreement. The period commencing as of the Commencement Date and ending on December 31, 2003 or such later date to which the term of the Employee's employment under this Agreement shall have been extended is hereinafter referred to as the "Employment Term." 3. Section 2.1 of the Agreement shall be deleted and replaced with the following: "Section 2.1 Base Salary. Effective May 17, 2001, the Executive's Base Salary shall be US$ 240,000. The co-CEO's (or their successor(s)) and the Executive shall revisit the Executive's Base Salary on January 1, 2002 and January 1, 2003."
-2- 4. Section 4.1.1 of the Agreement shall be amended by deleting the first and second paragraphs and replacing as follows: Section 4.1.1 General. Subject to the provisions of Sections 4.1.2, 4.1.3 and 6, if prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company Without Cause, the Company shall pay the Termination Payment then due to be paid within 30 days of the date of termination and shall continue to pay the Executive the Base Salary, automobile allowance and Executive's target bonus (the "Target Bonus") (on a prorated basis) pursuant to the terms of the management bonus plan referred to in Section 2.2, for the remainder of the Employment Term (such period being referred to hereinafter as the "Severance Period"), either at such intervals as the same would have been paid had the Executive remained in the active service of the Company including the applicable portion of the Target Bonus, or, at the option of the Company, by immediate payment to the Employee of the remaining Base Salary, automobile allowance and Target Bonus which would be payable during the Severance Period; provided however that the Severance Period shall be a minimum of twelve (12) months in duration. Upon such termination, the Executive shall also be entitled to continue to receive his employment benefits at the Company's expense (to the extent paid for by the Company as at the date of termination) and subject to the consent of the applicable insurers. The Executive agrees that the Company may deduct from any payment of Base Salary to be made during the Severance Period the benefit plan contributions which are to be made by the Executive during the Severance Period in accordance with the terms of all benefit plans for the minimum period prescribed by law. The Executive shall have no further right to receive any other compensation after such termination except as are necessary under the terms of the Executive benefit plans or programs of the Company or as required by applicable law. Payment of Base Salary, automobile allowance and Target Bonus and the continuation of the aforementioned Executive benefits during the Severance Period as outlined above shall be deemed to include all termination and severance pay to which the Executive is entitled pursuant to applicable statute law and common law. The date of termination of employment Without Cause shall be the date specified in a written notice of termination to the Executive and does not include the Severance Period. Except as amended herein, all other terms of the Agreement and Amending Agreement shall remain in full force, unamended. IN WITNESS WHEREOF, the Company and the Executive have duly executed and delivered this Amending Agreement on this 4th day of April, 2001. IMAX CORPORATION By: "Richard L. Gelfond" ----------------------------------- Name: Richard L. Gelfond Title: Co-Chairman & Co- Chief Executive Officer SIGNED, SEALED AND DELIVERED EXECUTIVE: in the presence of: "Yasmin Best" "Robert D. Lister" - ---------------------------- ----------------------------------- Witness Robert D. Lister
IMAX CORPORATION EXHIBIT 21 SUBSIDIARIES OF IMAX CORPORATION Significant and other major subsidiary companies of the Registrant, as at December 31, 2002, comprise of the following: JURISDICTION OF PERCENTAGE HELD BY NAME OF SUBSIDIARY ORGANIZATION REGISTRANT - ------------------------------------- --------------- ------------------ David Keighley Productions 70MM Inc. Delaware 100% IMAX II U.S.A. Inc. Delaware 100% IMAX Chicago Theatre LLC Delaware 100% IMAX Entertainment Pte. Ltd. Singapore 100% IMAX Forum Ride, Inc. Delaware 100% IMAX Japan Inc. Japan 100% IMAX Minnesota Holding Co. Delaware 100% IMAX (Netherlands) B.V. Netherlands 100% IMAX Rhode Island Limited Partnership Rhode Island 100% IMAX Sandde Animation Inc. Ontario 100% IMAX Scribe Inc. Delaware 100% IMAX Space Ltd. Ontario 100% IMAX Theatre Holding Co. Delaware 100% IMAX Theatre Holdings (OEI) Inc. Delaware 100% IMAX Theatre Management Company Delaware 100% IMAX Theatre Services Ltd. Ontario 100% IMAX U.S.A. Inc. Delaware 100% Miami Theatre LLC Delaware 100% Mitey Cinema Inc. Ontario 100% Mountainview Theatre Management Ltd. Alberta 100% Nyack Theatre LLC Delaware 100% Ridefilm Corporation Delaware 100% Sacramento Theatre LLC Delaware 100% Sonics Associates, Inc. Alabama 100% Starboard Theatres Ltd. Canada 100% Tantus Films Ltd. Ontario 100% Wire Frame Films Ltd. Ontario 100%
IMAX CORPORATION EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-2076; No. 333-5720; No. 333-85815; No. 333-30956; No. 333-30970; No. 333-44412) and the Post-Effective Amendment No. 1 to Form S-8 (No. 333-5720) of IMAX Corporation of our report dated February 14, 2003 and signing our consent on March 7, 2003 relating to the consolidated financial statements and financial statement schedule of Imax Corporation, which appears in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Chartered Accountants Toronto, Canada March 7, 2003
IMAX CORPORATION EXHIBIT 24 POWER OF ATTORNEY Each of the persons whose signature appears below hereby constitutes and appoints Francis T. Joyce and Robert D. Lister, and each of them severally, as his true and lawful attorney or attorneys with power of substitution and re-substitution to sign in his name, place and stead in any and all such capacities the 10-K, including the French language version thereof, and any and all amendments thereto and documents in connection therewith, and to file the same with the U.S. Securities Exchange Commission (the "SEC") and such other regulatory authorities as may be required, each of said attorneys to have power to act with and without the other, and to have full power and authority to do and perform, in the name and on behalf of each of the directors of the Corporation, every act whatsoever which such attorneys, or either of them, may deem necessary of desirable to be done in connection therewith as fully and to all intent and purposes as such directors of the Corporation might or could do in person. Dated this 7(th) day of March, 2003 Signature Title --------- ----- "Richard L. Gelfond" Co-Chairman and Co-Chief Executive Officer - --------------------- (Principal Executive Officer) Richard L. Gelfond "Bradley J. Wechsler" Co-Chairman and Co-Chief Executive Officer - --------------------- (Principal Executive Officer) Bradley J. Wechsler "Kenneth G. Copland" Director - --------------------- Kenneth G. Copland "J. Trevor Eyton" Director - --------------------- J. Trevor Eyton "Michael Fuchs" Director - --------------------- Michael Fuchs "Garth M. Girvan" Director - --------------------- Garth M. Girvan "Ellis B. Jones" Director - --------------------- Ellis B. Jones
- 2 - Signature Title --------- ----- "G. Edmund King" Director - --------------------- G. Edmund King "Murray B. Koffler" Director - --------------------- Murray B. Koffler "Marc A. Utay" Director - --------------------- Marc A. Utay "W. Townsend Ziebold" Non-Executive Chairman of the Board and - --------------------- Director W. Townsend Ziebold "Francis T. Joyce" Chief Financial Officer - --------------------- (Principal Financial Officer) Francis T. Joyce "Kathryn A. Gamble" Vice President, Finance and Controller - --------------------- (Principal Accounting Officer) Kathryn A. Gamble