þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Page | ||||||
Signatures | 2 | |||||
EXHIBITS | ||||||
23.1
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Consent of Independent Registered Public Accounting Firm | 3 | ||||
99.1
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Financial Statements and Supplemental Schedules of the IMAX Corporation 401(k) Retirement Plan for the year ended December 31, 2006, prepared in accordance with the financial reporting requirements of ERISA | 4 |
1
IMAX Corporation 401(k) Retirement Plan | ||||
Date:
June 6, 2008
|
By: | /s/ G. Mary Ruby | ||
Name: | G. Mary Ruby | |||
Title: | Executive Vice President, Corporate Services | |||
& Corporate Secretary | ||||
By: | /s/ Jeffrey Vance | |||
Name: | Jeffrey Vance | |||
Title: | Vice President Finance & Controller |
2
3
Page(s) | ||||
Report of Independent Registered Public Accounting Firm
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5 | |||
Financial Statements |
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Statements of Net Assets Available for Benefits as of
December 31, 2006 and 2005
|
6 | |||
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2006
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7 | |||
Notes to Financial Statements
|
813 | |||
Additional Information |
||||
Schedule of Assets (Held at End of Year) as of December 31, 2006
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14 | |||
Schedule 4a Schedule of Delinquent Participant Contributions
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15 | |||
Schedule G Schedule of Non-exempt Transactions
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16 |
* | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act (ERISA) of 1974 have been omitted because they are not applicable. |
4
5
2006 | 2005 | |||||||
Assets |
||||||||
Investments at fair value |
||||||||
Interest-bearing cash |
$ | 137 | $ | 521 | ||||
IMAX common stock |
2,219 | 9,466 | ||||||
Common collective trust |
1,353,069 | 1,455,739 | ||||||
Mutual funds |
5,992,190 | 5,681,958 | ||||||
Participant loans |
72,686 | 39,275 | ||||||
Total investments |
$ | 7,420,301 | $ | 7,186,959 | ||||
Contributions |
||||||||
Participant |
$ | 42,790 | $ | 12,557 | ||||
Employer |
93,659 | 64,210 | ||||||
Other (Note 7) |
| 399 | ||||||
Total receivables |
$ | 136,449 | $ | 77,166 | ||||
Total assets |
$ | 7,556,750 | $ | 7,264,125 | ||||
Liabilities |
||||||||
Refunds from overcontribution (Note 9) |
$ | 6,720 | $ | | ||||
Net Assets |
||||||||
Net assets available for benefits at fair value |
$ | 7,550,030 | $ | 7,264,125 | ||||
Adjustment from fair value to contract value for
interest in the ABN AMRO Income Plus Fund
collective trust relating to fully
benefit-responsive investment contracts |
6,341 | 71,648 | ||||||
Net assets available for benefits at contract value |
$ | 7,556,371 | $ | 7,335,773 | ||||
6
2006 | ||||
Additions to net assets |
||||
Net appreciation in fair value of investments (Note 3) |
$ | 207,840 | ||
Interest and dividends |
616,561 | |||
Contributions |
||||
Employers |
216,000 | |||
Participants |
558,381 | |||
Total contributions |
$ | 774,381 | ||
Total additions |
$ | 1,598,782 | ||
Deductions from net assets attributed to |
||||
Benefits paid to participants |
$ | 1,376,648 | ||
Administrative expenses |
1,536 | |||
Total deductions |
$ | 1,378,184 | ||
Net increase in net assets available for benefits |
$ | 220,598 | ||
Net assets available for benefits |
||||
Beginning of year |
$ | 7,335,773 | ||
End of year |
$ | 7,556,371 | ||
7
1. | Description of the Plan | |
The following brief description of the IMAX Corporation 401(k) Retirement Plan (the Plan) is provided for general information purposes only. For a more complete description of the Plans provisions, participants should refer to the Plan agreement. | ||
General | ||
The Plan was established by IMAX Corporation (the Company) effective January 1, 1993. The Plan is a defined contribution retirement plan covering all eligible employees of the Company who are not covered by a collective bargaining agreement, and is subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974 and the Internal Revenue Code. | ||
Eligibility | ||
Employees of the Company are eligible to participate in the Plan after completing one year and at least 1,000 hours of service and are twenty-one years of age. | ||
Contributions | ||
The Plan allows participants to contribute an amount up to 60% of their annual compensation, not to exceed the ceiling imposed by the Internal Revenue Service of $15,000 for 2006, as prescribed by the Plan Agreement. Participants may contribute to the Plan any portion of lump-sum distributions received from other qualified plans when the contributions qualify as a tax-free rollover. A participant who has attained age 50 before the close of the respective Plan year, is eligible to make unmatched catch-up contributions up to a maximum of $5,000 for 2006. The Company will match 100% of the participants contributions, not to exceed 2% of their total compensation. Additionally, employer contributions may be contributed at the discretion of the Companys management. In March 2007, the Company made discretionary contributions in an amount of $83,420, to the 2006, 2005 and 2004 Plan years ($51,462 for 2006; $17,475 for 2005; $14,483 for 2004). Included in these contributions are $2,347 of earnings representing the return on the contributions for the period between the grant date of the discretionary contributions and the date the contributions were made to the Plan. | ||
Vesting | ||
Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the employer contribution portion of their accounts is based on years of continuous service as follows: |
Vesting | ||
Years of Service | Percentage | |
Less than 1
|
0% | |
1 | 25% | |
2 | 50% | |
3 or more | 100% |
Participants will be immediately vested upon the occurrence of certain events such as reaching normal retirement age, reaching early retirement age and completing 5 years of vesting service, becoming disabled and upon death. |
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1. | Description of Plan (contd) | |
Participant accounts | ||
Separate accounts are maintained for each Plan participant. Participants may direct the investment of their contributions in 1% increments in any of several investment fund alternatives, which include mutual funds, a common collective trust and the IMAX stock fund. | ||
Participants may, in accordance with the rules of the Plan, transfer existing balances among the available investments funds, and/or redirect their current contributions into different funds, daily. A participant may increase or decrease, at any time, the percentage of salary reduction elected, effective the first day of each payroll period. Contributions may be suspended at any time. | ||
Each participants account is credited with the participants and the Companys contributions and investment earnings, and charged with investment losses. The benefit to which a participant is entitled is equal to the amount of the participants vested account balance. | ||
Participant loans | ||
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are collateralized by the balance in the participants account and bear interest at rates commensurate with local prevailing rates as determined annually by the plan administrator. The loans outstanding at December 31, 2006 bear interest rates at 5.00% 8.25% (5.00% 7.25% for 2005). Loans may not exceed 5 years and home loans may not exceed 10 years. | ||
Benefit provisions | ||
Normal retirement age is 65, at which time participants are entitled to 100% of their account balance. Vested amounts are distributable upon termination, death, undue financial hardship or the termination of the Plan. | ||
Forfeitures | ||
Participants not fully vested in employer contributions upon termination of employment forfeit their non-vested balances when they incur a forfeiture break in service. A forfeiture break in service is a period of five consecutive vesting service periods in which a participant completes fewer than a minimum number of hours, as defined by the Plan, in each vesting service period comprising the five-year period. The forfeitures are retained in the Plan and are used to either pay administrative expense or reduce future employer contributions payable under the Plan. At December 31, 2006 and 2005, unallocated forfeited non-vested accounts totaled $12,694 and $11,628, respectively. During 2006 and 2005, $221 and $0 of forfeited unallocated assets were used to reduce employer contributions or pay administrative expenses, respectively. | ||
Administrative expenses | ||
Administrative expenses incurred in connection with the administration of the Plan are generally paid for by the Company. Other administrative expenses incurred related to specific transactions requested by participants and are paid for out of the respective participant accounts. The total amount of administrative expenses paid by plan participants as of December 31, 2006 was $ 1,536. | ||
Plan Termination | ||
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts as of the effective date of termination. |
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2. | Summary of Significant Accounting Policies | |
Basis of accounting | ||
The accounts of the Plan are maintained on the accrual basis of accounting. | ||
Use of estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | ||
Benefit payments | ||
Benefits are recorded when paid. | ||
Investment valuation and income recognition | ||
Investments are reported at fair value. Investments in the common stock of IMAX Corporation, which are traded on the New York Stock Exchange, are valued using the last reported sales price prior to close of the Plan year. Investments in mutual funds are valued at the net asset value of shares held at the end of the Plan year. Investments in common collective trust funds are valued at fair value as reported in the year-end audited financial statements. Interest-bearing cash includes money market accounts valued at the net asset value of shares held by the Plan at year-end. | ||
Loans to participants are valued at cost, plus accrued interest which approximates fair value. | ||
Investment income of IMAX common stock, the mutual funds, and the common collective trust funds are allocated to participants based on their proportionate share of the net assets of the respective investment fund. Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. | ||
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The December 31, 2005 statement of net assets has been retroactively adjusted in accordance with the FSP. | ||
Risk and uncertainty | ||
Investments are exposed to various risks, such as interest rate and market risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risk in the near term could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. |
10
2. | Summary of Significant Accounting Policies (contd) | |
New Accounting Pronouncement | ||
In September 2006, the FASB issued SFAS No.157, Fair Value Measurements (the Standard). The Standard defines fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The Standard applies to fair value measurements already required or permitted by existing standards. The Standard is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating what impact the adoption of the Standard will have on the financial statements. | ||
3. | Investments | |
On December 31, the following presents investments that represent 5% or more of the Plans net assets at fair value: |
2006 | 2005 | |||||||
ABN AMRO Income Plus |
$ | 393,898 | $ | 649,798 | ||||
ABN AMRO S&P 500 Index |
| 877,589 | ||||||
Aston Balanced N Fund |
423,398 | 601,057 | ||||||
Aston/ABM AMRO Growth N Fund |
1,264,833 | 1,538,796 | ||||||
Calvert Social Inv Fund EQ |
660,297 | 712,579 | ||||||
Columbia Acorn A Fund |
420,741 | 342,688 | ||||||
Evergreen Special Value A |
518,690 | 427,497 | ||||||
Mutual Discovery R |
423,913 | 319,148 | ||||||
MFS Research International A |
1,045,580 | 782,593 | ||||||
Principal S&P 500 Index |
965,512 | |
The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in fair value of investments, which consists of the realized gains and losses from the sale of investments and the unrealized appreciation (depreciation) on investments. The Plans investments appreciated (depreciated) in value as follows: |
Year Ended | ||||
2006 | ||||
Mutual funds |
$ | 210,401 | ||
IMAX common stock |
(2,561 | ) | ||
$ | 207,840 | |||
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4. | Related Party Transactions | |
Effective July 1, 2004, the Plan allowed participants to invest in shares of the IMAX Stock Fund. The Fund normally keeps over 95% of the assets in IMAX common stock with the remaining assets held in a money market fund. As at December 31, 2006, there were 593 (2005 1,330) shares outstanding in IMAX common stock. During 2006, 380 (2005 1,430) shares of IMAX Common Stock were purchased and 1,117 (2005 100) shares were sold. | ||
Loans to participants as of December 31, 2006 and 2005 were $72,686 and $39,275, respectively and are also considered party in interest transactions. | ||
5. | Tax Status | |
The Internal Revenue Service (IRS) issued a favorable determination letter on October 9, 2003 regarding the qualified and tax-exempt status of the Plan under Section 401 and 501 of the Internal Revenue Code. Subsequent to receipt of the favorable determination letter, the Plan was amended. The plan administrator and the Plans tax counsel are of the opinion that the amendments did not affect the qualified and tax-exempt status of the Plan and, accordingly, no provision has been made for income taxes. | ||
Participants are not subject to federal or state income tax on employer matching contributions and pre-tax participant salary reduction contributions until such contributions are withdrawn or distributed. Participants are also not subject to federal or state income tax on the earnings and appreciation of the assets of the Plan until such amounts are withdrawn or distributed. | ||
6. | Distributions of Excess Participants Contributions | |
For purposes of complying with the participation and discrimination rules set forth in Section 401(k)(3) of the Internal Revenue Code, certain contributions from highly compensated participants were deemed to exceed allowable deferral limits for the year ended December 31, 2004 by $23,797. These excess contributions were refunded during 2005. In 2006, $6,720 of excess contributions occurred and were refunded in 2007. | ||
7. | Non-Exempt Transactions | |
The Company was not in compliance with Regulation 2510.3-102 of the Department of Labor regarding the timely remittance of employee contributions withheld in February 2005, April 2005, and August 2005 to the Plan. Regulation 2510.3-102 requires that contributions by employees be remitted to the Trustee as soon as possible but no later than the 15th business day following the end of the month. The Company remitted the employee contributions for February 2005 in March 2005, for April 2005 in May 2005, and for August 2005 in September 2005, and was therefore not in compliance. The Company filed Form 5330 on September 1, 2006. All penalties and interest were paid. Lost earnings of $399 were remitted to the Plan by the Company on July 6, 2006. | ||
In addition, the Company was not in compliance with Regulation 2510.3-102 of the Department of Labor regarding the timely remittance of discretionary employer contributions relating to the 2004, 2005 and 2006 Plan years. The Company remitted corrections to the discretionary contributions in February of 2007. All penalties and interest were paid. Lost earnings of $2,347 were remitted to the Plan on February 8, 2007. |
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8. | Unregistered Sale of IMAX Common Stock | |
The Plan has offered IMAX common stock to participants as an investment option effective July 1, 2004. The stock was required to be registered with the Securities and Exchange Commission prior to offering to participants. The Company filed a Form S-8 on June 7, 2006 to register the shares to be offered under the Plan. The Plan sponsor may be subject to claims for rescission of acquisitions of shares of the Plan sponsors common stock under applicable securities laws during the one year following the date of acquisition of the shares, the statute of limitations period that the Plan sponsor believes may apply to claims for rescission under applicable federal laws. The prospectus mailed to participants included disclosure of this matter. No actions have been taken by participants as of March 31, 2008. | ||
9. | Reconciliation to Schedule H of Form 5500 | |
Investments are presented in the Companys financial statements at their fair value. Schedule H of Form 5500 presents investments at contract value. As disclosed in the Companys Statement of Net Assets Available for Benefits, the adjustment from fair value to contract value is $6,341 at December 31, 2006. |
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(c) | ||||||||||||||||
Description of Investment, | ||||||||||||||||
Including | ||||||||||||||||
Maturity Date, | ||||||||||||||||
(b) |
Interest Rate, | Number | ** | (e) | ||||||||||||
Lendor, Identity of Issue, |
Collateral, | of Shares/ | (d) | Fair | ||||||||||||
(a) Borrower, or Similar Party | Par or Maturity Value | Units | Cost | Value | ||||||||||||
Interest Bearing Cash: | ||||||||||||||||
* |
Liquidity Fund | Interest Bearing Cash | 137 | |||||||||||||
Common Stock: | ||||||||||||||||
* |
IMAX Stock | Common Stock | 593 | 2,219 | ||||||||||||
Common Collective Trust: | ||||||||||||||||
* |
ABN AMRO Income Plus Fund | Common Collective Trust | 64,165 | 387,557 | ||||||||||||
* |
Principal Trust S&P 500 Index Fund | Common Collective Trust | 161,018 | 965,512 | ||||||||||||
1,353,069 | ||||||||||||||||
Mutual Funds: | ||||||||||||||||
* |
Aston Balanced N Fund | Mutual Funds | 56,832 | 423,398 | ||||||||||||
* |
Aston/ABM AMRO Growth N Fund | Mutual Funds | 62,276 | 1,264,833 | ||||||||||||
* |
Aston/TCH Inv Grade Bond N Fund | Mutual Funds | 18,141 | 165,810 | ||||||||||||
* |
Aston/Optimum Mid Cap N Fund | Mutual Funds | 2,449 | 66,202 | ||||||||||||
* |
AM Funds Fdmntl Inv R4 | Mutual Funds | 3,921 | 156,800 | ||||||||||||
* |
Calvert Social Inv Fund EQ | Mutual Funds | 17,702 | 660,297 | ||||||||||||
* |
Columbia Acorn A Fund | Mutual Funds | 14,498 | 420,741 | ||||||||||||
* |
Evergreen Special Value A | Mutual Funds | 18,951 | 518,690 | ||||||||||||
* |
Federated Kaufmann A | Mutual Funds | 3,003 | 16,998 | ||||||||||||
* |
Mutual Discovery R | Mutual Funds | 14,159 | 423,913 | ||||||||||||
* |
Hotchkis Wiley Mid Cap Value A | Mutual Funds | 4,518 | 134,059 | ||||||||||||
* |
MFS International New Discovery A | Mutual Funds | 6,865 | 187,694 | ||||||||||||
* |
MFS Research International A | Mutual Funds | 54,401 | 1,045,580 | ||||||||||||
* |
PIMCO Real Return Bond A | Mutual Funds | 10,106 | 107,634 | ||||||||||||
* |
Pioneer High Yield A | Mutual Funds | 10,144 | 109,757 | ||||||||||||
* |
RS Partners Fund | Mutual Funds | 2,576 | 90,272 | ||||||||||||
* |
T Rowe Price Spectrum Income | Mutual Funds | 16,367 | 199,512 | ||||||||||||
5,992,190 | ||||||||||||||||
Participant Loans: | ||||||||||||||||
* | Participant Loans | Qualified participant loans issued; Interest rates at 5.00% - 8.25%; Range of maturities range between 5 10 years | 72,686 | |||||||||||||
Total Investments | 7,420,301 | |||||||||||||||
* | Denotes party-in-interest. | |
** | Cost omitted for these investments as they are participant-directed. |
14
Participant | Contributions | Contributions | Total Fully | |||||||||||||
Contributions | Contributions | Corrected | Pending | Corrected under | ||||||||||||
Transferred Late | Not | Outside | Correction in | VFCP and PTE | ||||||||||||
to Plan | Corrected | VFCP | VFCP | 2002-51 | ||||||||||||
$ 52,830 | $ | $ 52,830 | $ | $ | ||||||||||||
15
Identity of party involved
|
Relationship to plan, employer or other party-in- interest | |
Employer
|
Employer | |
Description of transactions including maturity date, rate of interest, collateral, par or maturity value | ||
Expenses Incurred | ||||||||||||
in Connection with | ||||||||||||
Purchase Price | Selling Price | Lease Rental | Transaction | |||||||||
$ N/A |
$ N/A | $ N/A | $ N/A |
Net Gain or (loss) | ||||||||||||
Current Value of | on Each | |||||||||||
Cost of Asset | Asset | Transaction | ||||||||||
$ 30,560 |
$ 32,907 | $ 2,347 |
16