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
August 9, 2007
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Canada
(State or Other Jurisdiction of Incorporation)
|
|
0-24216
(Commission File Number)
|
|
98-0140269
(I.R.S. Employer Identification Number) |
2525 Speakman Drive, Mississauga, Ontario, Canada, L5K 1B1
(Address of Principal Executive Offices) (Postal Code)
(905) 403-6500
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On August 9, 2007, IMAX Corporation (the Company) issued a press release announcing the
Companys financial and operating results for the quarter ended June 30, 2007, a copy of which is
attached as Exhibit 99.1.
The information in this current report on Form 8-K, including the Exhibit attached hereto,
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 9, 2007 the Company announced the appointment of Joseph Sparacio to the position of
Chief Financial Officer effective August 10, 2007 replacing Edward MacNeil who served as the
Companys Interim Chief Financial Officer, until Mr. Sparacio assumed the duties of Chief Financial
Officer. Mr. MacNeil will remain with the Company in a senior financial role.
Mr. Sparacio (47) joined the Company on May 14, 2007 as Executive Vice President, Finance. Mr.
Sparacio served as Senior Vice President and Chief Financial Officer for the programming company iN
Demand L.L.C. from June 2002 until his employment with the Company. From 1998 to 2002, Mr. Sparacio
served as Vice President of Finance and Controller for Loews Cineplex Entertainment Corporation.
From 1994 to 1998, Mr. Sparacio served as Vice President, Finance and Controller of Loews Theater
Management Corp., and from 1990 to 1994, he served as Controller. Prior to joining Loews, Mr.
Sparacio spent eight years with Ernst & Young. Mr. Sparacio is a certified public accountant and is
a member of the American Institute of Certified Public Accountants and the New York State Society
of Certified Public Accountants.
On March 31, 2007, the Company entered into an employment agreement with Mr. Sparacio for a
two-year term commencing on May 14, 2007. Under the agreement Mr. Sparacio will receive an annual
salary of $350,000, which is subject to annual review. The agreement further provides that Mr.
Sparacio is entitled to receive a guaranteed bonus of $100,000 with respect of the year ending
December 31, 2007. In addition, on June 13, 2007 Mr. Sparacio received a grant of 75,000 options to
purchase Common Shares in accordance with the Stock Option Plan, which options shall vest as to 10%
on May 14, 2008, 15% on May 14, 2009, 20% on May 14, 2010, 25% on May 14, 2011 and 30% on May 14,
2012. These options will expire on May 14, 2017. If Mr. Sparacios employment is terminated without
cause prior to the end of the employment term, the Company must continue to pay Mr. Sparacio his
annual base salary and benefits for (i) the greater of the remainder of his employment term and six
months, or (ii) twelve months following a change of control, subject to mitigation by Mr. Sparacio.
In the event of a change of control, Mr. Sparacio is also entitled to receive his target bonus
during the Severance Period. Mr. Sparacio has agreed to restrictive covenants, including
confidentiality and non-competition covenants.
Page 2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
Exhibit No. |
|
Description |
|
99.1 |
|
|
Press Release, dated August 9, 2007 |
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.
|
|
|
|
|
|
IMAX Corporation
(Registrant)
|
|
Date: August 10, 2007 |
By: |
Richard L. Gelfond
|
|
|
|
Name: |
Richard L. Gelfond |
|
|
|
Title: |
Co-Chairman and
Co-Chief Executive Officer |
|
|
Page 4
exv99w1
IMAX CORPORATION
Exhibit 99.1
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX CORPORATION REPORTS SECOND QUARTER 2007 FINANCIAL RESULTS
HIGHLIGHTS
- |
|
Company continues to enjoy outstanding performance of Harry Potter and
the Order of the Phoenix: An IMAX 3D Experience, which has grossed
nearly $28 million in worldwide IMAX box office to date. |
|
- |
|
Company launches prototype theatre for digital projection system and
enjoys positive initial test audience response. |
|
- |
|
Company announces new film, Warner Bros. I Am Legend, scheduled for
2007 holiday season release. |
|
- |
|
As anticipated, Company announces Joseph Sparacio will assume the
duties of Chief Financial Officer effective August 10, 2007. |
TORONTO August 9, 2007 IMAX Corporation (NASDAQ: IMAX; TSX: IMX) today reported that it
recorded a net loss per diluted share from continuing operations of ($0.11) for the second quarter
of fiscal 2007, compared to net earnings of $0.04 per diluted share from continuing operations for
the second quarter of fiscal 2006. As previously announced, the Company signed agreements for six
IMAXÒ theatre systems in the second quarter of fiscal 2007.
IMAX Co-Chief Executive Officers Richard L. Gelfond and Bradley J. Wechsler stated, As we have
previously discussed, 2007 is expected to be a transitional year from a financial perspective.
That said, we are growing increasingly optimistic about the progress we are making in executing our
strategic initiatives. Our strong film slate is contributing nicely to our momentum, as is the
encouraging initial performance of our joint ventures. We expect to see continued positive trends
in these areas in the back half of the year, driven most recently by the record-breaking
performance of Harry Potter and the Order of the Phoenix: An IMAX 3D Experience.
Page 5
Warner Bros. Pictures 300: The IMAX Experience, grossed approximately $24.0 million on IMAX
screens since its release March 9th, and Sonys Spider-Man 3: The IMAX Experience,
released domestically on May 4th, has grossed approximately $24.2 million to date.
Warner Bros. Pictures Harry Potter and the Order of the Phoenix: An IMAX 3D Experience opened July
11, with the films 18-minute finale digitally converted into live-action IMAX® 3D. The film has
grossed approximately $28.0 million to date, and continues to perform well both domestically and
internationally.
The Company announced the addition of I Am Legend: The IMAX Experience, starring two-time Academy
Award-nominated actor Will Smith and directed by Francis Lawrence, to its 2007 film slate. The
Warner Bros. film, which is an adaptation of the 1954 science fiction novel by Richard Matheson,
will be simultaneously released to IMAX and conventional theatres on December 14, 2007.
The Company recently announced that it was partnering with Paramount Pictures, Shangri-La
Entertainment and Concert Productions International to release an IMAX DMR® version of the Rolling
Stones concert film Shine A Light, which is directed by Academy Award®-winning filmmaker Martin
Scorsese. Originally slated for release in September, Shine A Lights release date is being moved
to the first half of 2008, so the Company is currently in active discussions for an additional film
to precede the November 2007 release of the IMAX 3D version of Robert Zemekis Beowulf.
Messrs. Gelfond and Wechsler commented, We are delighted to work once again with our partners at
Warner Bros. to release I Am Legend: The IMAX Experience. This action-packed holiday release is
well suited to IMAX, and we believe this event film, bolstered by the star power of Will Smith,
will really draw audiences in. We also have several great prospects for our remaining 2007 film
and our 2008 slate, and look forward to more exciting announcements in the near term.
The Company announced it has opened a prototype theatre for its new digital projection system in
Canada, and has begun testing of the IMAX digital image. The Company indicated it remains on track
to debut its digital system in late 2008 to mid-2009.
Messrs. Gelfond and Wechsler stated, We are excited to be able to share a prototype digital image
with exhibitors and test audiences. We are particularly encouraged by initial survey results,
which indicate that moviegoers find the IMAX digital experience to be superior to conventional
digital images in every aspect comprising the viewing experience, including sound quality, picture
quality and the overall immersive quality of the experience.
In 2007 to date, IMAX has signed joint revenue sharing agreements for five theatres: a two-theatre
joint revenue sharing agreement with Regal Cinemas in the first quarter and three-theatre deal with
Muvico Theaters in the second quarter. Four of those five theatres have since opened and have
experienced strong early results.
We are excited about the positive performances of our joint ventures to date, and are actively
participating in numerous joint revenue sharing discussions both domestically and abroad. We are
confident that our joint revenue sharing and digital initiatives, combined with the strength of our
film slate, will enable us to expand our worldwide network and generate greater recurring revenues.
In turn, we believe this will drive shareholder value over the long term, concluded Messrs.
Gelfond and Wechsler.
For the three months ended June 30, 2007, the Companys total revenues were $27.5 million, as
compared to $38.1 million reported for the prior year period. Systems revenue was $14.0 million
versus $21.1 million in the prior year period. The Company recognized revenue on four theatre
systems which qualified as either sales or sales-type leases in the second quarter of 2007,
compared to nine in 2006, and installed three systems under joint revenue sharing arrangements.
Page 6
For the second quarter of 2007, film revenues were $8.0 million, as compared to $11.7 million in
the second quarter of 2006. This included IMAX DMR revenues of $3.8 million compared to $4.1
million in 2006. Film dollar margin was $3.6 million for the quarter, as compared to $3.8 million
in the second quarter of 2006. Theatre operations revenue was $4.6 million in the second quarter
of 2007 compared to $4.1 million in the second quarter of 2006.
The Companys cash and short term investments position was $18.5 million as of June 30, 2007,
compared to $27.4 million as of March 31, 2007. The Company made its bi-annual interest payment on
its senior notes of $7.7 million in June.
As anticipated, the Company announced that Joseph Sparacio, who had been serving as the Companys
Executive Vice President, Finance since joining the Company in April 2007, will assume the duties
of Chief Financial Officer effective August 10, 2007. Mr. Sparacio, who previously held the
positions of Senior Vice President and Chief Financial Officer for the programming company iN
Demand L.L.C., and Vice President of Finance and Controller for Loews Cineplex Entertainment
Corporation, replaced the Companys Interim Chief Financial Officer, Edward MacNeil, after the
completion of the Companys Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
The Company will host a conference call on Thursday, August 9, 2007 at 4:30 PM ET. To access the
call, interested parties should call (866) 904-6909 approximately 10 minutes before it begins.
International callers should dial (416) 915-8331. A recording of the call will be available by
dialing (719) 457-0820. The code for both the live call and the replay is 2844847. The Company
will also host a webcast of the conference call, which can be accessed on www.imax.com by clicking
on Company Info and then Investor Relations.
About IMAX Corporation
IMAX Corporation is one of the worlds leading entertainment technology companies, specializing in
digital and film-based motion picture technologies. The worldwide IMAX network is among the most
important and successful theatrical distribution platforms for major event Hollywood films around
the globe, with IMAX theatres delivering the worlds best cinematic presentations using proprietary
IMAX, IMAX 3D, and IMAX DMR technology. IMAX DMR is the Companys groundbreaking digital
remastering technology that allows it to digitally transform virtually any conventional motion
picture into the unparalleled image and sound quality of The IMAX
ExperienceÒ. IMAXs renowned projectors display crystal-clear images on
the worlds biggest screens, and the IMAX brand is recognized throughout the world for
extraordinary and immersive entertainment experiences for consumers. As of June 30, 2007, there
were 290 IMAX theatres operating in 40 countries.
IMAX®, IMAX® 3D, IMAX DMRÒ, IMAXÒ
MPXÒ, and The IMAX Experience® are trademarks of IMAX
Corporation. More information on the Company can be found at www.imax.com.
This press release contains forward looking statements that are based on managements
assumptions and existing information and involve certain risks and uncertainties which could cause
actual results to differ materially from future results expressed or implied by such forward
looking statements. Important factors that could affect these statements include ongoing
discussions with the SEC and OSC relating to their ongoing inquiries and the Companys financial
reporting and accounting, the timing of theatre system deliveries, the mix of theatre systems
shipped, the timing of the recognition of revenues and expenses on film production and distribution
agreements, the performance of films, the viability of new businesses and products, risks arising
from potential material weaknesses in internal control over financial reporting and fluctuations in
foreign currency and in the large format and general commercial exhibition market. These factors
and other risks and uncertainties are discussed in the Companys Annual Report on Form 10-K for the
year ended December 31, 2006, as well as the Companys Quarterly Report on Form 10-Q, which is
scheduled to be filed by the Company with the Securities and Exchange Commission today.
Page 7
For additional information please contact:
|
|
|
Media:
|
|
Investors: |
IMAX Corporation, New York
|
|
Integrated Corporate Relations |
Sarah Gormley
|
|
Amanda Mullin |
212-821-0155
|
|
203-682-8243 |
sgormley@imax.com |
|
|
|
|
|
Entertainment Media:
|
|
Business Media: |
Newman & Company, Los Angeles
|
|
Sloane & Company, New York |
Al Newman
|
|
Whit Clay |
310-278-1560
|
|
212-446-1864 |
asn@newman-co.com
|
|
wclay@sloanepr.com |
Page 8
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
As restated |
|
|
|
|
|
|
As restated |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment and product sales |
|
$ |
6,813 |
|
|
$ |
15,358 |
|
|
$ |
13,918 |
|
|
$ |
23,178 |
|
Services |
|
|
16,329 |
|
|
|
19,708 |
|
|
|
33,974 |
|
|
|
33,142 |
|
Rentals |
|
|
1,607 |
|
|
|
1,416 |
|
|
|
2,828 |
|
|
|
2,315 |
|
Finance income |
|
|
1,181 |
|
|
|
1,627 |
|
|
|
2,367 |
|
|
|
2,739 |
|
Other |
|
|
1,539 |
|
|
|
|
|
|
|
1,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,469 |
|
|
|
38,109 |
|
|
|
54,626 |
|
|
|
61,374 |
|
Cost of goods sold, services and rentals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment and product sales |
|
|
3,813 |
|
|
|
8,910 |
|
|
|
7,756 |
|
|
|
13,116 |
|
Services |
|
|
10,682 |
|
|
|
13,050 |
|
|
|
21,958 |
|
|
|
23,667 |
|
Rentals |
|
|
719 |
|
|
|
461 |
|
|
|
1,268 |
|
|
|
926 |
|
Other |
|
|
19 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,233 |
|
|
|
22,421 |
|
|
|
31,001 |
|
|
|
37,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
12,236 |
|
|
|
15,688 |
|
|
|
23,625 |
|
|
|
23,665 |
|
Selling, general and administrative expenses |
|
|
11,168 |
|
|
|
9,554 |
|
|
|
21,510 |
|
|
|
20,107 |
|
Research and development |
|
|
1,121 |
|
|
|
664 |
|
|
|
2,616 |
|
|
|
1,579 |
|
Amortization of intangibles |
|
|
141 |
|
|
|
132 |
|
|
|
277 |
|
|
|
324 |
|
Receivable provisions net of (recoveries) |
|
|
(31 |
) |
|
|
(252 |
) |
|
|
(25 |
) |
|
|
(109 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from operations |
|
|
(163 |
) |
|
|
5,590 |
|
|
|
(753 |
) |
|
|
1,764 |
|
Interest income |
|
|
227 |
|
|
|
280 |
|
|
|
453 |
|
|
|
533 |
|
Interest expense |
|
|
(4,375 |
) |
|
|
(4,242 |
) |
|
|
(8,624 |
) |
|
|
(8,399 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations before
income taxes |
|
|
(4,311 |
) |
|
|
1,628 |
|
|
|
(8,924 |
) |
|
|
(6,102 |
) |
(Provision for) recovery of income taxes |
|
|
(260 |
) |
|
|
2 |
|
|
|
(427 |
) |
|
|
1,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) from continuing operations |
|
|
(4,571 |
) |
|
|
1,630 |
|
|
|
(9,351 |
) |
|
|
(4,408 |
) |
Net earnings from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
(4,571 |
) |
|
$ |
1,630 |
|
|
$ |
(9,351 |
) |
|
$ |
(2,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share basic & diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) from continuing operations |
|
$ |
(0.11 |
) |
|
$ |
0.04 |
|
|
$ |
(0.23 |
) |
|
$ |
(0.10 |
) |
Net earnings from discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
(0.11 |
) |
|
$ |
0.04 |
|
|
$ |
(0.23 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding (000s): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
40,287 |
|
|
|
40,285 |
|
|
|
40,286 |
|
|
|
40,255 |
|
Diluted |
|
|
40,287 |
|
|
|
42,204 |
|
|
|
40,286 |
|
|
|
40,255 |
|
Additional disclosure: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization 1 |
|
$ |
3,236 |
|
|
$ |
4,224 |
|
|
$ |
6,231 |
|
|
$ |
7,614 |
|
(1) |
|
Includes $0.3 million and $0.6 million in amortization of deferred financing costs charged to interest expense for the three and six months ended June
30, 2007 (2006 $0.3 million, $0.6 million) |
Page 9
IMAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
In accordance with United States Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, |
|
|
|
(unaudited) |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
16,310 |
|
|
$ |
25,123 |
|
Short-term investments |
|
|
2,164 |
|
|
|
2,115 |
|
Accounts receivable, net of allowance for doubtful accounts of $3,112
(2006 - $3,253) |
|
|
26,354 |
|
|
|
26,017 |
|
Financing receivables |
|
|
62,792 |
|
|
|
65,878 |
|
Inventories |
|
|
27,122 |
|
|
|
26,913 |
|
Prepaid expenses |
|
|
3,052 |
|
|
|
3,432 |
|
Film assets |
|
|
4,178 |
|
|
|
1,235 |
|
Property, plant and equipment |
|
|
24,507 |
|
|
|
24,389 |
|
Other assets |
|
|
12,174 |
|
|
|
10,365 |
|
Goodwill |
|
|
39,027 |
|
|
|
39,027 |
|
Other intangible assets |
|
|
2,526 |
|
|
|
2,547 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
220,206 |
|
|
$ |
227,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
8,454 |
|
|
$ |
11,426 |
|
Accrued liabilities |
|
|
54,454 |
|
|
|
51,052 |
|
Deferred revenue |
|
|
61,074 |
|
|
|
56,694 |
|
Senior Notes due 2010 |
|
|
160,000 |
|
|
|
160,000 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
283,982 |
|
|
|
279,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity (deficit) |
|
|
|
|
|
|
|
|
Capital stock common shares no par value. Authorized
unlimited number. Issued and outstanding 40,288,074 (2006
40,285,574) |
|
|
122,032 |
|
|
|
122,024 |
|
Other equity |
|
|
3,400 |
|
|
|
2,937 |
|
Deficit |
|
|
(189,718 |
) |
|
|
(178,274 |
) |
Accumulated other comprehensive income |
|
|
510 |
|
|
|
1,182 |
|
|
|
|
|
|
|
|
Total shareholders deficit |
|
|
(63,776 |
) |
|
|
(52,131 |
) |
|
|
|
|
|
|
|
Total liabilities and shareholders equity (deficit) |
|
$ |
220,206 |
|
|
$ |
227,041 |
|
|
|
|
|
|
|
|
Page 10