UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
May 24, 2007
Date of report (Date of earliest event reported)
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, (Address of Principal Executive Offices) |
L5K 1B1 (Postal Code) |
(905) 403-6500
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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 May 24, 2007, IMAX Corporation (the “Company”) issued a press release providing an
accounting review status report, and announcing certain unaudited financial information regarding
the Company’s operations and financial condition, which press release is incorporated by reference
herein and furnished pursuant to Item 2.02 of Form 8-K. A copy of the press release is attached
hereto as Exhibit 99.1
The information in this Current Report on Form 8-K under this item 2.02, including the
information set forth in Exhibit 99.1, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release dated May 24, 2007 |
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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: May 25, 2007 | By: | /s/ “Robert D. Lister” | ||
| Name: | Robert D. Lister | |||
| Title: | General Counsel | |||
| By: | /s/ “G. Mary Ruby” | |||
| Name: | G. Mary Ruby | |||
| Title: | Corporate Secretary | |||
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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
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX PROVIDES STATUS REPORT IN CONNECTION WITH DELAYED FILING
AND UNAUDITED FINANCIAL RESULTS
AND UNAUDITED FINANCIAL RESULTS
Toronto, Canada — May 24, 2007 — IMAX Corporation (NASDAQ:IMAX; TSX:IMX) today provided a
status update pursuant to the alternative information guidelines of the Ontario Securities
Commission (“OSC”). These guidelines contemplate that the Company will normally provide bi-weekly
updates on its affairs until such time as the Company is current with its filing obligations under
applicable Canadian provincial securities laws.
The Company reported that, with regard to its accounting review in connection with revenue
recognition for the years 2002-2006, it had completed the process of initial gathering of relevant
documents in regard to the transactions being reviewed and has followed up on identified issues
related to the review. The Company has formed preliminary accounting judgments under U.S. Generally
Accepted Accounting Principles as to the overall application of U.S. GAAP in connection with
revenue recognition, and is now in the process of discussing those preliminary judgments with its
Audit Committee, Board of Directors, auditors, counsel and independent consultants. The Company
further reported that, after these discussions, due to the complexity of the issues involved and
its desire to complete and file its financial statements as expeditiously as possible, it will
consult with the U.S. Securities & Exchange Commission (“SEC”) and the OSC before completing and
filing such statements.
The Company reported that, as of the end of the first quarter of 2007, it had signed 13 theatre
systems, two of which were joint venture arrangements and three of which were subject to certain
conditions, compared to 8 signings in the first quarter of 2006, none of which were joint venture
arrangements or subject to conditions. The Company installed 3 theatre systems in the first
quarter of 2007, 2 of which are now open to the public, with the third scheduled to open on June 1,
2007, compared to 1 system installed in the first quarter of 2006. As of the end of the first
quarter of 2007, the Company had 79 systems in backlog with a contract value of $120.7 million.
The Company ended the first quarter of 2007 with $27.4 million in cash and short-term investments
and had not drawn down on its credit facility.
On the film side, the Company reported that Spider-Man 3: The IMAX Experience, released on May 4,
2007, has grossed approximately $16.4 million to date. The Company released 300: The IMAX
Experience on March 9, 2007, which has grossed $22.8 million to date. Night at the Museum: The
IMAX Experience, which opened in late December 2006, grossed $17.5 million, and Happy Feet: The
IMAX Experience, which opened in November 2006, grossed $16.6 million.
The Company reported that, due to the development of its new digital projection system, which the
Company expects to roll out in 2009, R&D expenses are expected to be higher in 2007 versus 2006.
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The Company reported that it expects to report a narrower operating loss for the first quarter of
2007 versus the first quarter of 2006, when the Company had a loss from continuing operations of
$.20/share.
The Company reported that on May 24, 2007, representatives from the Company and its legal counsel
participated in a hearing before a NASDAQ Listing Qualifications Panel to request an extension of
time for the Company to come into compliance with the marketplace rule requiring timely filing of
financial statements with the SEC. It is expected that the Panel will issue a written decision
within 30 days. Delisting of the Company’s common shares has been stayed pending the Panel’s
decision.
All the results noted above are unaudited, preliminary results before the additional impact of
costs or any adjustments related to the restatement and revenue recognition review of the Company’s
financial statements.
Except as to the above, and those matters described in the Company’s press releases of April 3,
2007, April 5, 2007, April 9, 2007, April 12, 2007, April 13, 2007, April 16, 2007, April 26, 2007,
May 10, 2007 and May 18, 2007, there have been no material developments in the matters reported in
the Company’s press release “IMAX to Delay Filing of 2006 10-K” dated March 29, 2007. Management
continues to be subject to a cease trade order imposed by Canadian provincial securities
regulators.
The Company previously announced that it would delay the filing of its annual report on Form 10-K
for fiscal 2006 and its quarterly report on Form 10-Q for the quarter ended March 31, 2007 due to
the discovery of certain accounting errors and has since broadened its accounting review to include
certain other accounting matters based on comments received by the Company from the SEC and OSC.
The Company is currently working diligently and devoting necessary resources to complete the report
and filing as soon as practicable.
The statements set forth in this press release are preliminary, reflect information currently known
to the Company and are subject to change as a result of the accounting review and restatement
process, subsequent events and the completion of the financial statements by management and the
audit of the financial statements by the Company’s independent auditors, PricewaterhouseCoopers,
LLP.
The Company’s next bi-weekly status update is expected to be released during the week of June 4,
2007.
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 Experience®. 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 September 30, 2006, there were 280 IMAX theatres operating in 40 countries.
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 Experience®. 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 September 30, 2006, there were 280 IMAX theatres operating in 40 countries.
IMAX®, IMAX® 3D, IMAX DMR®, IMAX MPX® 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
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 the outcome of the
accounting review and related matters discussed in this press release, 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
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arising from potential material weaknesses in internal control over financial reporting, the extent
and impact of the restatement of our financial statements, the outcome of the appeal of the NASDAQ
Staff Determination letters 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, 2005.
For additional information please contact:
Media:
|
Business Media: | Investors: | ||
IMAX Corporation, New York
Sarah Gormley
212-821-0155
sgormley@imax.com
|
Sloane & Company, New York Whit Clay 212-446-1864 wclay@sloanepr.com | Integrated Corporate Relations Amanda Mullin 203-682-8243 Amanda.Mullin@icrinc.com |
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