e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
November 4, 2009
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Canada
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0-24216
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98-0140269 |
(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
2525 Speakman Drive, Mississauga, Ontario, Canada, L5K 1B1
(Address of Principal Executive Offices) (Postal Code)
(905) 403-6500
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On November 4, 2009, IMAX Corporation (the Company) entered into a commitment letter (the
Commitment Letter) with Wachovia Capital Finance Corporation (Canada) (Wachovia) pursuant to
which Wachovia, with the participation of Export Development Canada, has committed to provide the
Company with up to a $75.0 million senior secured credit facility (the Proposed Credit Facility). The
Proposed Credit Facility, with a scheduled maturity of October 31, 2013, will consist of revolving
loans of up to $40.0 million, subject to a borrowing base calculation (as described below), and a
term loan of $35.0 million. Under the terms of the Commitment Letter, the Company will amend and
restate its prior credit agreement with Wachovia (such amended and restated credit agreement being
the Proposed Credit Agreement) and enter into related security arrangements. Certain of the
Companys subsidiaries will serve as guarantors of the Companys obligations under the Proposed
Credit Facility and enter into related security arrangements.
The revolving portion of the Proposed Credit Facility will permit maximum aggregate borrowings
equal to the lesser of:
(i) $40.0 million, and
(ii) a collateral calculation based on the percentages of the book values of the Companys net
investment in sales-type leases, financing receivables, certain trade accounts receivable, finished
goods inventory allocated to backlog contracts and the appraised values of the expected future cash
flows related to operating leases and the Companys owned real property, reduced by certain
accruals and accounts payable and subject to other conditions, limitations and reserve right
requirements.
The revolving portion of the Proposed Credit Facility will bear interest, at the Companys
option, at either (i) LIBOR plus a margin of 2.75% per annum, or (ii) Wachovias prime rate plus a
margin of 1.25% per annum. The term loan portion of the Proposed Credit Facility will bear
interest, at the Companys option, at either (i) LIBOR plus a margin of 3.75% per annum, or (ii)
Wachovias prime rate plus a margin of 2.25% per annum. The revolving portion of the Proposed
Credit Facility will include a sub-limit of $20.0 million for letters of credit.
The Proposed Credit Facility, which will be collateralized by a first priority security
interest in all of the current and future assets of the Company, will provide that so long as the
term loan remains outstanding, the Company will be required to maintain: (i) a ratio of funded debt
(to be defined in the Proposed Credit Agreement) to EBITDA (to be defined in the Proposed Credit
Agreement) of not more than 2:1 through December 31, 2010, and (ii) a ratio of funded debt to
EBITDA of not more than 1.75:1 thereafter. If the Company will have repaid the term loan in full,
it will remain subject to such ratio requirements only if Excess Availability (to be defined in the
Proposed Credit Agreement) is less than $10.0 million or Cash and Excess Availability (to be
defined in the Proposed Credit Agreement) is less than $15.0 million. The Company will also be
required to maintain a Fixed Charge Coverage Ratio (to be defined in the Proposed Credit Agreement)
of not less than 1.1:1.0; provided, however, that if the Company will have repaid the term loan in
full, it will remain subject to such ratio requirement only if Excess Availability is less than
$10.0 million or Cash and Excess Availability is less than $15.0 million. At all times, under the
terms of the Proposed Credit Facility, the Company will be required to maintain minimum Excess
Availability of not less than $5.0 million and minimum Cash and Excess Availability of not less
than $15.0 million.
The Proposed Credit Agreement will contain typical affirmative and negative covenants,
including covenants that limit or restrict the ability of the Company and the guarantors to: incur
certain additional indebtedness; make certain loans, investments or guarantees; pay dividends; make
certain asset sales; incur certain liens or other encumbrances; conduct certain transactions with
affiliates and enter into certain corporate transactions.
Wachovias obligations under the Commitment Letter, which expire December 31, 2009, are
subject to various conditions including the negotiation of legal documentation and the satisfaction
of customary conditions precedent for financings of this type and expire on December 31, 2009. The
Company has agreed to reimburse Wachovia for reasonable costs and out-of-pocket expenses incurred
by it in connection with its due diligence, approval, documentation, syndication and closing of the
Proposed Credit Facility.
On November 5, 2009, the Company issued a press release announcing its receipt of the
Commitment Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Page 2
Item 2.02 Results of Operations and Financial Condition
On November 5, 2009, the Company issued a press release announcing the Companys financial and
operating results for the quarter ended September 30, 2009. A copy of the press release is attached
as Exhibit 99.2.
The information in this Item 2.02 of this current report on Form 8-K, including Exhibit 99.2
attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release, dated November 5, 2009, filed pursuant to Item 1.01. |
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99.2
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Press Release, dated November 5, 2009, furnished pursuant to Item 2.02. |
Page 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IMAX Corporation
(Registrant)
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Date: November 5, 2009 |
By: |
/s/ RICHARD L. GELFOND
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Name: |
Richard L. Gelfond |
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Title: |
Chief Executive Officer |
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Page 4
exv99w1
IMAX CORPORATION
Exhibit 99.1
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX CORPORATION RECEIVES COMMITMENT LETTER FROM WACHOVIA WITH PARTICIPATION OF
EXPORT DEVELOPMENT CANADA FOR NEW $75 MILLION CREDIT FACILITY
New facility extends to October 2013 and will allow for increased borrowing capacity
Company intends to redeem remaining Senior Notes by year-end
TORONTO November 5, 2009 IMAX Corporation (NASDAQ: IMAX; TSX: IMX) today announced that it
has entered into a commitment letter with Wachovia Capital Finance Corporation pursuant to which
Wachovia, with the participation of Export Development Canada, has committed to provide a four-year
senior secured $75 million credit facility. Upon execution of definitive documents, the credit
facility will consist of revolving loans of up to $40 million and a term loan of $35 million. Once
completed, the Company intends to use the new facility to finance its future growth and working
capital requirements. The proposed credit facility matures on October 31, 2013 and will replace the
Companys previous $40 million credit facility which was to mature in October of 2010.
As currently contemplated, borrowings under the credit facility will bear interest at variable
rates based on LIBOR or Wachovias prime rate plus variable margins at the Borrowers option, under
which applicable interest rates currently range from 3.03% to 4.03% per annum.
As previously announced on October 2, 2009, the Company called $75 million of its Senior Notes for
redemption on December 1, 2009. The Company intends to redeem the remaining $29.4 million of its
Senior Notes by year-end.
This proposed new facility, combined with the redemption of our remaining senior notes, are very
important steps toward creating a capital structure that will enable the Company to further realize
the growth potential for the IMAX brand, said Richard L. Gelfond, Chief Executive Officer of IMAX
Corporation. We believe our progress throughout this year to strengthen our balance sheet and
enhance our financial flexibility is reflective of the early success we have achieved with our new
business model and our entry in the digital arena.
About IMAX Corporation
IMAX Corporation is one of the worlds leading entertainment technology companies, specializing in
immersive motion picture technologies. The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for major event Hollywood films around
the globe, with IMAX® theatres delivering the worlds best cinematic presentations using proprietary
IMAX, IMAX® 3D, and IMAX DMR® technology. IMAX DMR is the Companys
groundbreaking digital re-mastering technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound quality of The IMAX
ExperienceÒ.
The IMAX brand is recognized throughout the world for extraordinary
and immersive entertainment experiences for consumers. As of September 30, 2009, there were 403
IMAX theatres (280 commercial, 123 institutional) operating in 44 countries.
IMAX®, IMAX® 3D, IMAX® DMR®, Experience It In IMAX®,
An IMAX 3D Experience® and The IMAX Experience® are trademarks of IMAX
Corporation. More information about the Company can be found at
www.imax.com. You may also
connect with IMAX on Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax) and
YouTube (www.youtube.com/imaxmovies).
This press release contains forward looking statements that are based on managements assumptions
and existing information and involve certain risks and uncertainties which could cause actual
results to differ materially from future results expressed or implied by such forward looking
statements. Important factors that could affect these statements include, but are not limited to,
general economic, market or business conditions, including the length and severity of the current
economic downturn, the opportunities that may be presented to and pursued by
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the Company, the
performance of IMAX DMR films, conditions in the in-home and out-of home entertainment industries,
the signing of
theatre system agreements, changes and developments in the commercial exhibition industry, the
failure to convert theatre system backlog into revenue, investments and operations in foreign
jurisdictions, foreign currency fluctuations and the Companys prior restatements and the related
litigation and ongoing inquiries by the SEC and the OSC. These factors and other risks and
uncertainties are discussed in the Companys most recent Annual Report on Form 10-K and most recent
Quarterly Reports on Form 10-Q.
For additional information please contact:
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Media:
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Investors: |
IMAX Corporation, New York
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IMAX Corporation, New York |
Sarah Gormley
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Heather Anthony |
212-821-0155
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212-821-0121 |
sgormley@imax.com
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hanthony@imax.com |
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Entertainment Media:
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Business Media: |
Rogers & Cowan, Los Angeles
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Sloane & Company, New York |
Elliot Fischoff/Jason Magner
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Whit Clay |
310-854-8128
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212-446-1864 |
jmagner@rogersandcowan.com
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wclay@sloanepr.com |
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exv99w2
IMAX CORPORATION
Exhibit 99.2
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
FOR IMMEDIATE RELEASE
IMAX CORPORATION REPORTS THIRD QUARTER 2009 FINANCIAL RESULTS; RECEIVES
COMMITMENT LETTER FOR $75 MILLION CREDIT FACILITY
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HIGHLIGHTS |
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Third quarter EPS of $0.02 per diluted share includes $0.06 charge due primarily to increased share price |
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Third quarter revenue increases 33% to $43.6 million |
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Company receives $75 million commitment letter from Wachovia Capital Finance Corporation |
TORONTO November 5, 2009 IMAX Corporation (NASDAQ: IMAX; TSX: IMX) today reported net income
of $1.1 million, or $0.02 per diluted share for the third quarter ended September 30, 2009. The
Companys third quarter net income results included a year-over-year increase of $3.4 million, or
$0.06 per diluted share, in share-based compensation expense primarily due to the Companys
increased stock price over the course of the quarter. For the third quarter of 2008, the Company
reported a net loss of $2.1 million, or $0.05 per diluted share. Total revenues for the third
quarter ended September 30, 2009 increased 33% to $43.6 million, compared to total revenues of
$32.9 million in the same period last year. The Company generated operating income of $4.7 million
during the third quarter, a 93% increase compared to operating income of $2.4 million in the
year-ago period.
For the nine-months ended September 30, 2009, the Company reported net income of $1.0 million, or
$0.02 per diluted share. The Companys nine month net income results include a year-over-year
increase of $6.5 million, or $0.13 per diluted share, in share-based compensation expense primarily
due to the Companys increased stock price over the course of the nine-month period. For the nine
months ended September 30, 2008, the Company reported a net loss of $24.6 million, or $0.58 per
share. Total revenue for the nine-month period increased 54% to $117.7 million compared to $76.4
million for the year-ago period. Operating income increased to $13.3 million for the nine months
ended September 30, 2009, a $24.2 million turnaround compared to an operating loss of $10.9 million
in the same period last year.
IMAX Chief Executive Officer Richard L. Gelfond stated, We are pleased with our financial
momentum, which reflects the continued positive impact that our growing theatre network and new
business model are having on the Company. In addition, we are very pleased to announce that we have
received a commitment letter from Wachovia with the participation of Export Development Canada, for
a $75 million credit facility which, when finalized, will increase our borrowing capacity. We also
announced today that we intend to redeem our remaining senior notes by year-end. We look forward
to building on our year-to-date success in the fourth quarter, continue to expect full year
profitability for 2009 and believe we are well-positioned to deliver increased earnings in 2010.
IMAX systems revenue increased 130% to $20.1 million versus $8.7 million in the prior year period.
The Company installed and recognized revenue on 13 theatre systems, including five digital
upgrades, that qualified as either sales or sales-type leases in the third quarter of 2009,
compared to three theatre systems recognized in the third quarter of 2008.
Revenue from joint revenue sharing arrangements increased 175% to $3.4 million in the third quarter
of 2009 compared to $1.2 million last year. In the third quarter, the Company installed a total of
six systems under joint revenue sharing arrangements, including one digital upgrade, compared to 14
such installations in the year ago period. As of September 30, 2009, a total of 96 joint revenue
sharing systems were in operation, compared to 26 as of September 30, 2008. Since quarter-end the
Company installed 11 more theatres under joint revenue sharing arrangements, for a total of 107
joint revenue sharing theatre systems.
For the third quarter of 2009, total film revenue was $12.5 million, compared to $13.0 million in
the third quarter of 2008. Production and IMAX DMR® revenues decreased to $7.8 million
compared to $9.2 million a year ago, reflecting the record performance of last years title, The
Dark Knight: The IMAX Experience (Warner Bros.) which generated box office of $60.6 million in the
third quarter of 2008. Revenue from the Companys distribution segment increased 38% to $3.3
million reflecting the continued strength of the Companys original title, Under the Sea 3D.
Mr. Gelfond continued, Our third quarter gross box office results were the third highest we have
ever achieved in a quarter. These results reflect how our expansion of the network, our ability to
show more titles throughout the network, and our capability in selecting titles that are
well-suited for The IMAX Experience® position us well over the long-term.
This is further evidenced in the current quarter, with titles like Cloudy With a Chance of
Meatballs, Where the Wild Things Are and Michael Jacksons THIS IS IT combining to make our
theatres more productive during a seasonally slow time of year.
Gross box office from DMR titles was $57.6 million in the third quarter of 2009, compared to $66.7
million in the third quarter of 2008. The primary drivers of gross box office in the third quarter
were Paramount Pictures Transformers: Revenge of the Fallen: The IMAX Experience and Warner Bros.
Pictures Harry Potter and the Half-Blood Prince: An IMAX 3D Experience. The quarter included the
last four weeks of Transformers, which generated $22.6 million in gross box office during the third
quarter and $44.4 million over the course of its run, for a global per screen average of $184,000
and a domestic per screen average of $187,000. The delayed release of Harry Potter arrived in
domestic IMAX® theatres July 29th and generated $27.0 million in
worldwide box office during the third quarter, for a domestic per screen average of $87,000 and an
international per screen average of $174,000. On September 18, Sony Pictures Cloudy With A Chance
of Meatballs: An IMAX 3D Experience was released day-and-date to IMAX theatres and generated $5.4
million in worldwide box office through the third quarter and $10.5 million to date for a per
screen average of $66,000. For the nine month period, IMAX DMR gross box increased 67% to a record
$170.2 million compared to $102.2 million last year.
Selling, general and administrative expense as a percentage of revenue declined to 29.2% as
compared to 32.0% in the third quarter of last year. Overall, SG&A expenses increased to $12.8
million in the third quarter compared to $10.5 million a year ago. Reflected in third quarter SG&A
expense was the previously mentioned net increase in share-based compensation, which primarily
reflected the Companys increased stock price over the course of the quarter and its impact on
employee stock appreciation rights, and a favorable foreign exchange translation adjustment of $1.0
million, which reflects an increase in exchange rates for foreign currency denominated receivables
as well as the Companys hedging strategies put in place at the end of last year which have
resulted in lower operating and capital expenses.
As of September 30, 2009, the Companys backlog consisted of 163 theatre systems compared to 238
theatre systems in backlog as of September 30, 2008. Included in the 2009 and 2008 system backlog
totals were 61 and 132 theatres, respectively, under joint revenue sharing arrangements and 102 and
106 theatres, respectively, under sales and sales-type lease arrangements. During the quarter the
Company signed contracts for 13 new systems, all of which were under sales and sales-type lease
arrangements, compared to 11 system signings during last years third quarter, seven of which were
under joint revenue sharing arrangements. At the end of the third quarter of 2009, 117 digital
systems were in operation, compared to 14 as of September 30, 2008.
At this time, the Company expects to install between 28 and 32 IMAX systems in the fourth quarter
(4 to 8 sales/sales type lease systems and approximately 24 systems under joint revenue sharing
arrangements). Assuming all of these systems are installed, the Company would install 30 to 35
systems under sales type lease arrangements in 2009, above its most recent guidance of 25 to 30
systems, and approximately 75 systems under joint revenue sharing arrangements (including digital
upgrades). The Company continues to expect ending 2009 with approximately 120 joint revenue
sharing theatres in operation
FUTURE FILM SLATE
Turning to the remainder of the 2009 film slate, on October 16, Warner Bros. Pictures and IMAX
released Where the Wild Things Are: The IMAX Experience day-and-date to 145 domestic IMAX theatres.
Through Tuesday, the film has generated $5.8 million, or approximately $40,000 per screen. On
October 28, Sony Pictures and IMAX released Michael Jacksons This Is It: The IMAX Experience, with
limited show schedule domestically and full show schedule
internationally. To date, the title has grossed $2.1 million in box office, with international per
screen averages of over $35,000. Walt Disney Pictures A Christmas Carol: An IMAX 3D Experience
arrives in IMAX theatres tonight at midnight and James Camerons Avatar: An IMAX 3D Experience
(Twentieth Century Fox) arrives in IMAX theatres December 18, 2009. In total, the Company will
show a record 13 new DMR titles in 2009.
The Companys announced 2010 film slate to date includes Avatar, which is expected to carry over
from its December 18, 2009 release; Disneys Alice in Wonderland: An IMAX 3D Experience (March
2010); DreamWorks Animations How to Train Your Dragon: An IMAX 3D Experience (March 2010); Shrek
Forever After: An IMAX 3D Experience (May 2010); Warner Bros. Pictures Inception: The IMAX
Experience (July 2010); Walt Disney Pictures Tron Legacy: An IMAX 3D Experience (December 2010);
and an IMAX original film in partnership with Warner Brothers, titled Hubble 3D (March 2010). In
addition, during the third quarter, the Company announced its first 2011 DMR title, Sony Pictures
Spider-Man 4: The IMAX Experience. The Company remains in active discussions with virtually all of
the major studios regarding potential titles for release as far out as 2012.
Mr. Gelfond concluded, We are pleased with the Companys 2009 performance to date, and we look
forward to 2010 with even greater anticipation. We believe that the combination of our larger
theatre network, a compelling film slate and significantly reduced interest expense will result in
another year of growth for IMAX and its shareholders. We believe we have put a strong foundation
in place that can deliver growth over the long-term.
CAPITAL STRUCTURE
In a separate announcement this morning, the Company announced that it has received a commitment
letter from Wachovia with the participation of Export Development Canada for a $75 million credit
facility, which, when finalized , will consist of revolving loans of up to $40 million and a term
loan of $35 million. For additional information on this announcement, please see this mornings
press release.
CONFERENCE CALL
The Company will host a conference call today at 8:30 AM ET to discuss its third quarter 2009
financial results. To access the call via phone, interested parties should dial (866) 322-1159
approximately 10 minutes before it begins. International callers should dial (416) 640-3404. A
recording of the call will be available by dialing (888) 203-1112 or (647) 436-0148. The code for
both the live call and the replay is 6042955. The Company will also host a webcast of the
conference call, which can be accessed on www.imax.com by clicking on Investor Relations.
ABOUT IMAX Corporation
IMAX Corporation is one of the worlds leading entertainment technology companies,
specializing in immersive motion picture technologies. The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for major event Hollywood films around
the globe, with IMAX theatres delivering the worlds best cinematic presentations using proprietary
IMAX, IMAX® 3D, and IMAX DMR technology. IMAX DMR is the Companys groundbreaking
digital re-mastering technology that allows it to digitally transform virtually any conventional
motion picture into the unparalleled image and sound quality of The IMAX Experience. The IMAX brand
is recognized throughout the world for extraordinary and immersive entertainment experiences for
consumers. As of September 30, 2009, there were 403 IMAX theatres (280 commercial, 123
institutional) operating in 44 countries.
IMAX®, IMAX® 3D, IMAX DMR®, Experience It In
IMAX®, An IMAX 3D Experience® and The IMAX Experience® are
trademarks of IMAX Corporation. More information about the Company can be found at www.imax.com.
You may also connect with IMAX on Facebook (www.facebook.com/imax), Twitter (www.twitter.com/imax)
and YouTube (www.youtube.com/imaxmovies).
This press release contains forward looking statements that are based on managements
assumptions and existing information and involve certain risks and uncertainties which could cause
actual results to differ materially from future results expressed or implied by such forward
looking statements. Important factors that could affect these statements include, but are not
limited to, general economic, market or business conditions, including the length and severity of
the current economic downturn, the opportunities that may be presented to and pursued by the
Company, the performance of IMAX DMR films, conditions in the in-home and out-of home entertainment
industries, the signing of theatre system agreements, changes and developments in the commercial
exhibition industry, the failure to convert theatre system backlog into revenue, investments and
operations in foreign jurisdictions, foreign currency fluctuations and the Companys prior
restatements and the related litigation and ongoing inquiries by the SEC and the OSC. These factors and other risks
and uncertainties are discussed in the Companys most recent Annual Report on Form 10-K and most
recent Quarterly Reports on Form 10-Q.
For additional information please contact:
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Media:
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Investors: |
IMAX Corporation, New York
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IMAX Corporation, New York |
Sarah Gormley
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Heather Anthony |
212-821-0155
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212-821-0121 |
sgormley@imax.com
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hanthony@imax.com |
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Entertainment Media:
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Business Media: |
Rogers & Cowan, Los Angeles
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Sloane & Company, New York |
Elliot Fischoff/Jason Magner
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Whit Clay |
310-854-8128
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212-446-1864 |
jmagner@rogersandcowan.com
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wclay@sloanepr.com |
IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In accordance with United States Generally Accepted Accounting Principles
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
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Three Months |
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Nine Months |
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Ended September 30, |
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Ended September 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenues |
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Equipment and product sales |
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$ |
18,217 |
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$ |
7,154 |
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$ |
38,714 |
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$ |
18,089 |
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Services |
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19,445 |
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22,103 |
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58,449 |
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48,777 |
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Rentals |
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4,283 |
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2,532 |
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15,528 |
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5,712 |
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Finance income |
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1,052 |
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1,079 |
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3,125 |
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3,234 |
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Other |
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646 |
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1,862 |
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611 |
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43,643 |
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32,868 |
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117,678 |
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76,423 |
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Costs and expenses applicable to revenues |
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Equipment and product sales |
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8,727 |
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4,097 |
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19,793 |
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10,028 |
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Services |
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13,903 |
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12,124 |
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36,542 |
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|
|
31,994 |
|
Rentals |
|
|
1,961 |
|
|
|
1,691 |
|
|
|
7,293 |
|
|
|
3,388 |
|
Other |
|
|
390 |
|
|
|
|
|
|
|
635 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,981 |
|
|
|
17,912 |
|
|
|
64,263 |
|
|
|
45,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
18,662 |
|
|
|
14,956 |
|
|
|
53,415 |
|
|
|
30,915 |
|
Selling, general and administrative expenses
(including share-based compensation expense of $3.2
million and $7.8 million for the three months and nine
months ended September 30, 2009, respectively (2008 -
($0.2) million and $1.4 million, respectively) |
|
|
12,756 |
|
|
|
10,531 |
|
|
|
35,917 |
|
|
|
34,185 |
|
Research and development |
|
|
998 |
|
|
|
1,619 |
|
|
|
2,731 |
|
|
|
6,155 |
|
Amortization of intangibles |
|
|
144 |
|
|
|
119 |
|
|
|
424 |
|
|
|
389 |
|
Receivable provisions, net of recoveries |
|
|
89 |
|
|
|
265 |
|
|
|
1,078 |
|
|
|
1,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
4,675 |
|
|
|
2,422 |
|
|
|
13,265 |
|
|
|
(10,928 |
) |
Interest income |
|
|
23 |
|
|
|
82 |
|
|
|
49 |
|
|
|
282 |
|
Interest expense |
|
|
(3,094 |
) |
|
|
(4,471 |
) |
|
|
(11,592 |
) |
|
|
(13,307 |
) |
(Loss) gain on repurchase of Senior Notes due December 2010 |
|
|
(220 |
) |
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
1,384 |
|
|
|
(1,967 |
) |
|
|
1,946 |
|
|
|
(23,953 |
) |
Provision for income taxes |
|
|
(344 |
) |
|
|
(229 |
) |
|
|
(885 |
) |
|
|
(755 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
1,040 |
|
|
|
(2,196 |
) |
|
|
1,061 |
|
|
|
(24,708 |
) |
Income (loss) from discontinued operations |
|
|
22 |
|
|
|
89 |
|
|
|
(79 |
) |
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
$ |
1,062 |
|
|
$ |
(2,107 |
) |
|
$ |
982 |
|
|
$ |
(24,559 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) per share basic & diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations |
|
$ |
0.02 |
|
|
$ |
(0.05 |
) |
|
$ |
0.02 |
|
|
$ |
(0.58 |
) |
Net income (loss) per share from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.02 |
|
|
$ |
(0.05 |
) |
|
$ |
0.02 |
|
|
$ |
(0.58 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding (000s): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
58,390 |
|
|
|
42,181 |
|
|
|
49,574 |
|
|
|
42,026 |
|
Fully Diluted |
|
|
60,710 |
|
|
|
42,181 |
|
|
|
50,934 |
|
|
|
42,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Disclosure: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (1) |
|
$ |
5,353 |
|
|
|
4,523 |
|
|
|
14,629 |
|
|
|
12,799 |
|
|
|
|
(1) |
|
Includes $0.3 million and $0.4 million of amortization of deferred financing costs charged
to interest expense for the three months and nine months ended September 30, 2009 (2008 $0.8
million and $1.1 million) |
IMAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
In accordance with United States Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(unaudited) |
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
98,692 |
|
|
$ |
27,017 |
|
Accounts receivable, net of allowance for doubtful accounts of $2,969
(December 31, 2008 $2,901) |
|
|
21,427 |
|
|
|
22,982 |
|
Financing receivables |
|
|
58,711 |
|
|
|
56,138 |
|
Inventories |
|
|
14,315 |
|
|
|
19,822 |
|
Prepaid expenses |
|
|
2,368 |
|
|
|
1,998 |
|
Film assets |
|
|
2,892 |
|
|
|
3,923 |
|
Property, plant and equipment |
|
|
52,724 |
|
|
|
39,405 |
|
Other assets |
|
|
16,692 |
|
|
|
16,074 |
|
Goodwill |
|
|
39,027 |
|
|
|
39,027 |
|
Other intangible assets |
|
|
2,117 |
|
|
|
2,281 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
308,965 |
|
|
$ |
228,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Bank indebtedness |
|
$ |
20,000 |
|
|
$ |
20,000 |
|
Accounts payable |
|
|
12,391 |
|
|
|
15,790 |
|
Accrued liabilities |
|
|
72,213 |
|
|
|
58,199 |
|
Deferred revenue |
|
|
59,689 |
|
|
|
71,452 |
|
Senior Notes due December 2010 |
|
|
104,437 |
|
|
|
160,000 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
268,730 |
|
|
|
325,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity (deficiency) |
|
|
|
|
|
|
|
|
Capital stock, common shares no par value. Authorized unlimited number |
|
|
|
|
|
|
|
|
Issued and outstanding 62,269,486 (December 31, 2008 43,490,631) |
|
|
276,201 |
|
|
|
141,584 |
|
Other equity |
|
|
5,946 |
|
|
|
5,183 |
|
Deficit |
|
|
(246,027 |
) |
|
|
(247,009 |
) |
Accumulated other comprehensive income |
|
|
4,115 |
|
|
|
3,468 |
|
|
|
|
|
|
|
|
Total shareholders equity (deficiency) |
|
|
40,235 |
|
|
|
(96,774 |
) |
|
|
|
|
|
|
|
Total liabilities and shareholders equity (deficiency) |
|
$ |
308,965 |
|
|
$ |
228,667 |
|
|
|
|
|
|
|
|
IMAX CORPORATION
SELECTED FINANCIAL DATA
In accordance with United States Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
The Company has eight reportable segments identified by category of product sold or service
provided: IMAX systems; theater system maintenance; joint revenue sharing arrangements; film
production and IMAX DMR; film distribution; film post-production; theater operations; and
other. The IMAX systems segment designs, manufactures, sells or leases IMAX theater
projection system equipment. The theater system maintenance segment maintains IMAX theater
projection system equipment in the IMAX theater network. The joint revenue sharing
arrangements segment provides IMAX theater projection system equipment to an exhibitor in
exchange for a share of the box-office and concessions revenue. The film production and IMAX
DMR segment produces films and performs film re-mastering services. The film distribution
segment distributes films for which the Company has distribution rights. The film
post-production segment provides film post-production and film print services. The theater
operations segment owns and operates certain IMAX theaters. The other segment includes camera
rentals and other miscellaneous items.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended September 30, |
|
|
Ended September 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMAX systems |
|
$ |
20,070 |
|
|
$ |
8,731 |
|
|
$ |
44,861 |
|
|
$ |
23,172 |
|
Theater system maintenance |
|
|
4,502 |
|
|
|
4,156 |
|
|
|
13,295 |
|
|
|
11,989 |
|
Joint revenue sharing arrangements |
|
|
3,432 |
|
|
|
1,246 |
|
|
|
12,532 |
|
|
|
2,027 |
|
Films |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production and IMAX DMR |
|
|
7,822 |
|
|
|
9,174 |
|
|
|
23,658 |
|
|
|
14,580 |
|
Distribution |
|
|
3,339 |
|
|
|
2,412 |
|
|
|
10,075 |
|
|
|
7,472 |
|
Post-production |
|
|
1,368 |
|
|
|
1,433 |
|
|
|
2,755 |
|
|
|
4,955 |
|
Theater operations |
|
|
2,414 |
|
|
|
4,928 |
|
|
|
8,666 |
|
|
|
9,782 |
|
Other |
|
|
696 |
|
|
|
788 |
|
|
|
1,836 |
|
|
|
2,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
43,643 |
|
|
$ |
32,868 |
|
|
$ |
117,678 |
|
|
$ |
76,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margins |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IMAX systems(1) |
|
$ |
11,190 |
|
|
|
4,848 |
|
|
$ |
24,620 |
|
|
|
13,862 |
|
Theater system maintenance |
|
|
2,109 |
|
|
|
2,063 |
|
|
|
6,740 |
|
|
|
5,180 |
|
Joint revenue sharing arrangements(1) |
|
|
1,749 |
|
|
|
79 |
|
|
|
6,729 |
|
|
|
6 |
|
Films |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production and IMAX DMR(1) |
|
|
2,840 |
|
|
|
6,282 |
|
|
|
12,524 |
|
|
|
6,012 |
|
Distribution(1) |
|
|
675 |
|
|
|
538 |
|
|
|
1,664 |
|
|
|
2,658 |
|
Post-production |
|
|
211 |
|
|
|
355 |
|
|
|
906 |
|
|
|
2,740 |
|
Theater operations |
|
|
(293 |
) |
|
|
741 |
|
|
|
72 |
|
|
|
194 |
|
Other |
|
|
181 |
|
|
|
50 |
|
|
|
160 |
|
|
|
263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,662 |
|
|
$ |
14,956 |
|
|
$ |
53,415 |
|
|
$ |
30,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in the gross margin were certain advertising, marketing and selling expenses of
$0.3 million associated with the initial launch theaters opened during the quarter as
compared to $0.5 million in the third quarter of 2008. Excluding these launch expenses, the
gross margin would have been $2.0 million for the third quarter of 2009 compared to $0.6
million in the second quarter of 2008. |
|
(2) |
|
Included in the margin for the nine months ending September 30, were certain advertising,
marketing and selling expenses of $2.5 million associated with the initial launch of
theaters opened during the period as compared to $0.5 million in 2008. Excluding these
launch expenses, gross margin would have been $9.2 million for the nine months ended
September 30, 2009 compared to $0.5 million in the nine months ended September 30, 2008. |