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
(Registrant’s 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 Company’s 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 Company’s 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. Sparacio’s 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 LOGO)
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 Sony’s 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 film’s 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 Light’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Interim Chief Financial Officer, Edward MacNeil, after the completion of the Company’s 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 world’s 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 world’s best cinematic presentations using proprietary IMAX, IMAX 3D, and IMAX DMR technology. IMAX DMR is the Company’s 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. IMAX’s renowned projectors display crystal-clear images on the world’s 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 management’s 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 Company’s 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2006, as well as the Company’s 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 (000’s):
                               
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