e11vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from            to
Commission File Number
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
IMAX CORPORATION
401(k) RETIREMENT PLAN
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
 
 

 


 

IMAX CORPORATION 401(k) RETIREMENT PLAN
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
ITEM 4. Financial Statements and Supplemental for the Plan
The IMAX Corporation 401(k) Retirement Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). In lieu of the requirements of Items 1-3 of this Form, the Plan is filing the financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The Plan financial statements and supplemental schedules for the year ended December 31, 2007 are included as Exhibit 99.1 to this report on Form 11-K and are incorporated herein by reference. The Plan financial statements and supplemental schedules have been examined by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and their report is included therein.
             
        Page  
 
           
Signatures     2  
 
           
EXHIBITS        
 
           
23.1
  Consent of Independent Registered Public Accounting Firm     3  
 
           
99.1
  Financial Statements and Supplemental Schedules of the IMAX Corporation 401(k) Retirement Plan for the year ended December 31, 2007, prepared in accordance with the financial reporting requirements of ERISA     4  

1


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the IMAX Corporation 401(k) Retirement Plan have duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  IMAX Corporation 401(k) Retirement Plan
 
 
Date: July 11, 2008  By:   /s/ G. Mary Ruby    
    Name:   G. Mary Ruby   
    Title:   Executive Vice President, Corporate Services
& Corporate Secretary 
 
     
  By:   /s/ Jeffrey Vance    
    Name:   Jeffrey Vance   
    Title:   Vice President Finance & Controller   

2

exv23w1
         
Exhibit 23.1
PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-134811) of IMAX Corporation of our report dated July 11, 2008 relating to the financial statements and financial statement schedules of the IMAX Corporation 401(k) Retirement Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toronto, Ontario
July 11, 2008

3

exv99w1
EXHIBIT 99.1
Index to Financial Statements and Supplemental Schedules of the
IMAX Corporation 401(k) Retirement Plan
         
    Page(s)
 
       
Report of Independent Registered Public Accounting Firm
    5  
 
       
Financial Statements
       
 
       
Statements of Net Assets Available for Benefits as at December 31, 2007 and 2006
    6  
 
       
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007
    7  
 
       
Notes to Financial Statements
    8-13  
 
       
Additional Information
       
 
       
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as at December 31, 2007
    14  
 
*   Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act (“ERISA”) of 1974 have been omitted because they are not applicable.

4


 

Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
IMAX Corporation 401k Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of IMAX Corporation 401k Retirement Plan (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toronto, Canada
July 11, 2008

5


 

IMAX Corporation 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006

 
                 
    2007     2006  
 
               
Assets
               
Investments at fair value
               
Interest-bearing cash
  $ 109     $ 137  
IMAX common shares
    3,141       2,219  
Common collective trusts
    1,335,862       1,353,069  
Mutual funds
    6,305,567       5,992,190  
Participant loans
    63,867       72,686  
 
           
Total investments
  $ 7,708,546     $ 7,420,301  
 
           
 
               
Receivables
               
Participant contributions
  $ 16,705     $ 42,790  
Employer contributions
    45,772       93,659  
 
           
Total receivables
  $ 62,477     $ 136,449  
 
           
 
               
Total assets
  $ 7,771,023     $ 7,556,750  
 
               
Liabilities
               
Refunds from over-contribution (Note 6)
  $     $ 6,720  
 
           
 
               
Net Assets
               
Net assets available for benefits at fair value
  $ 7,771,023     $ 7,550,030  
 
               
Adjustment from fair value to contract value for interest in the ABN AMRO Income Plus Fund collective trust relating to fully benefit-responsive investment contracts (Notes 2 and 9)
    6,495       6,341  
 
           
 
               
Net assets available for benefits at contract value
  $ 7,777,518     $ 7,556,371  
 
           
The accompanying notes are an integral part of these financial statements.

6


 

IMAX Corporation 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007

 
         
    2007  
 
       
Additions to net assets attributed to
       
Investment Income
       
Net depreciation in fair value of investments (Note 3)
  $ (413,234 )
Interest and dividends
    870,990  
Other
    1,128  
 
     
 
    458,884  
 
     
 
       
Contributions
       
Employer’s
    138,769  
Participants’
    475,870  
 
     
Total contributions
  $ 614,639  
 
     
 
       
Total additions
  $ 1,073,523  
 
     
 
       
Deductions from net assets attributed to
       
Benefits paid to participants
  $ 837,422  
Administrative expenses
    960  
Loan withdrawals
    13,994  
 
     
Total deductions
  $ 852,376  
 
     
 
       
Net increase in net assets available for benefits
  $ 221,147  
 
       
Net assets available for benefits
       
Beginning of year
  $ 7,556,371  
 
     
 
       
End of year
  $ 7,777,518  
 
     
The accompanying notes are an integral part of these financial statements.

7


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
1.  Description of the Plan
The following brief description of the IMAX Corporation 401(k) Retirement Plan (the “Plan”) is provided for general information purposes only. For a more complete description of the Plan’s provisions, participants should refer to the Plan agreement.
     General
The Plan was established by IMAX Corporation (the “Company”) effective January 1, 1993. The Plan is a defined contribution retirement plan covering all eligible employees of the Company who are not covered by a collective bargaining agreement, and is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”) of 1974 and the Internal Revenue Code.
     Eligibility
Employees of the Company are eligible to participate in the Plan after completing one year and at least 1,000 hours of service and at twenty-one years of age.
     Contributions
The Plan allows participants to contribute an amount up to 60% of their annual compensation, not to exceed the ceiling imposed by the Internal Revenue Service of $15,500 for 2007, as prescribed by the Plan agreement. Participants may contribute to the Plan any portion of lump-sum distributions received from other qualified plans when the contributions qualify as a tax-free rollover. A participant who has attained age 50 before the close of the respective Plan year, is eligible to make unmatched catch-up contributions up to a maximum of $5,000 for 2007. The Company will match 100% of the participants’ contributions, not to exceed 2% of their total compensation. Additionally, employer contributions may be contributed at the discretion of the Company’s management. In March 2008, the Company made discretionary contributions in an amount of $41,819 to the 2007 Plan year, which are included in the employer contributions receivable balance as at December 31, 2007 (December 31, 2006 - $83,420).
     Vesting
Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the employer contribution portion of their accounts is based on years of continuous service, except for discretionary contributions which are vested immediately, as follows:
         
    Vesting
Years of Service   Percentage
 
Less than 1
      0%  
1
     25%  
2
     50%  
3 or more
    100%  
Participants will be immediately vested upon the occurrence of certain events such as reaching normal retirement age, reaching early retirement age and completing 5 years of vesting service, becoming disabled and upon death.

8


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
1.  Description of Plan (cont’d)
Participant accounts
Separate fund accounts are maintained for each Plan participant. Participants may direct the investment of their contributions in 1% increments in any of several investment fund alternatives, which include mutual funds, a common collective trust and the IMAX Stock Fund.
Participants may, in accordance with the rules of the Plan, transfer existing balances among the available investments funds, and/or redirect their current contributions into different funds, daily. A participant may increase or decrease, at any time, the percentage of salary reduction elected, effective the first day of each payroll period. Contributions may be suspended at any time.
Each participant’s account is credited with the participant’s and the Company’s contributions and investment earnings, and charged with investment losses. The benefit to which a participant is entitled is equal to the amount of the participant’s vested account balance.
     Participant loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are collateralized by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates as determined annually by the plan administrator. The loans outstanding at December 31, 2007 bear interest rates at 5.50% — 8.25% (5.00% — 8.25% for December 31, 2006). Loans may not exceed five years and home loans may not exceed 10 years.
     Benefit provisions
Normal retirement age is 65, at which time participants are entitled to 100% of their account balance. Vested amounts are distributable upon termination, death, undue financial hardship or the termination of the Plan.
     Forfeitures
Participants not fully vested in employer contributions upon termination of employment forfeit their non-vested balances when they incur a forfeiture break in service. A forfeiture break in service is a period of five consecutive vesting service periods in which a participant completes fewer than a minimum number of hours, as defined by the Plan, in each vesting service period comprising the five-year period. The forfeitures are retained in the Plan and are used to either pay administrative expense or reduce future employer contributions payable under the Plan. At December 31, 2007 and 2006, unallocated forfeited non-vested accounts totaled $2,225 and $12,694, respectively. During 2007 and 2006, $17,759 and $221 of forfeited unallocated assets were used to reduce employer contributions or pay administrative expenses, respectively.
     Administrative expenses
Administrative expenses incurred in connection with the administration of the Plan are generally paid for by the Company. Other administrative expenses incurred relate to specific transactions requested by participants and are paid for out of the respective participant accounts. The total amount of administrative expenses paid by Plan participants as of December 31, 2007 was $960 (December 31, 2006 — $1,536).
     Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts as of the effective date of termination.

9


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
2.  Summary of Significant Accounting Policies
Basis of accounting
The accounts of the Plan are maintained on the accrual basis of accounting.
     Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could be materially different from these estimates.
     Benefit payments
Benefits are recorded when paid.
     Investment valuation and income recognition
Investments are reported at fair value. Investments in the common stock of IMAX Corporation, which are traded on the New York Stock Exchange, are valued using the last reported sales price prior to close of the Plan year. Investments in mutual funds are valued at the net asset value of shares held at the end of the Plan year. Investments in common collective trust funds are valued at fair value as reported in the year-end audited financial statements. Interest-bearing cash includes money market accounts valued at the net asset value of shares held by the Plan at year-end.
Loans to participants are valued at cost, plus accrued interest which approximates fair value.
Investment income of IMAX common stock, the mutual funds, and the common collective trust funds are allocated to participants based on their proportionate share of the net assets of the respective investment fund. Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in ABN AMRO Income Plus Fund, an investment contract through a collective trust. As required by the FSP, the Statements of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The Company also holds units of Principal Trust S&P 500 Index Fund, a collective trust, which is not fully benefit-responsive, thus no adjustment from fair value to contract value is required.
     Risk and uncertainty
Investments are exposed to various risks, such as interest rate and market risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risk in the near term could

10


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
2.  Summary of Significant Accounting Policies (cont’d)
New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” which is effective for years beginning after November 15, 2007 and for interim periods within those years. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Plan expects to first apply the new statement during fiscal year ending December 31, 2008, and the Plan is currently evaluating the impact on its financial statements.
3.  Investments
As at December 31, the following presents investments that represent 5% or more of the Plan’s net assets at fair value:
                 
    2007   2006
 
               
ABN AMRO Income Plus
  $ 422,622     $ 393,898  
Aston Balanced N Fund
    463,466       423,398  
Aston/ABM AMRO Growth N Fund
    1,229,750       1,264,833  
Calvert Social Inv Fund EQ
    719,207       660,297  
Columbia Acorn A Fund
    432,751       420,741  
Evergreen Special Value A
    549,278       518,690  
Mutual Discovery R
    410,727       423,913  
MFS Research International A
    1,124,397       1,045,580  
Principal S&P 500 Index
    919,735       965,512  
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments, which consists of the realized gains and losses from the sale of investments and the unrealized appreciation (depreciation) on investments. The Plan’s investments appreciated (depreciated) in value as follows:
         
    Year Ended  
    2007  
Mutual funds
  $ (414,567 )
IMAX common stock
    1,333  
 
     
 
  $ (413,234 )
 
     
4.  Related Party Transactions
Effective July 1, 2004, the Plan allowed participants to invest in shares of the IMAX Stock Fund. The Fund normally keeps over 95% of its assets in IMAX common stock with the remaining assets held in a money market fund. As at December 31, 2007, there were 460 (2006 — 593) shares

11


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
outstanding in IMAX common stock. During 2007, 253 (2006 — 380) shares of IMAX common stock were purchased and 386 (2006 — 1,117) shares were sold.
Loans to participants as of December 31, 2007 and 2006 were $63,867 and $72,686, respectively and are also considered party-in-interest transactions.
5.  Tax Status
The Internal Revenue Service (“IRS”) issued a favorable determination letter on October 9, 2003 regarding the qualified and tax-exempt status of the Plan under Section 401 and 501 of the Internal Revenue Code. Subsequent to receipt of the favorable determination letter, the Plan was amended. The plan administrator and the Plan’s tax counsel are of the opinion that the amendments did not affect the qualified and tax-exempt status of the Plan and, accordingly, no provision has been made for income taxes.
Participants are not subject to federal or state income tax on employer matching contributions and pre-tax participant salary reduction contributions until such contributions are withdrawn or distributed. Participants are also not subject to federal or state income tax on the earnings and appreciation of the assets of the Plan until such amounts are withdrawn or distributed.
6.  Distributions of Excess Participants Contributions
In 2006, certain contributions from “highly compensated” participants of $6,720 did not comply with the participation and discrimination rules set forth in Section 401(k)(3) of the Internal Revenue Code since these contributions exceeded allowable deferral limits. These contributions were refunded in 2007. No contributions in excess of allowable deferral limits were made in 2007.
7.  Non-Exempt Transactions
The Company was in compliance with Regulation 2510.3-102 of the Department of Labor regarding the timely remittance of employee contributions to the Plan. Regulation 2510.3-102 requires that contributions by employees be remitted to the trustee as soon as possible but no later than the 15th business day following the end of the month.
In addition, the Company was in compliance with Regulation 2510.3-102 of the Department of Labor regarding the timely remittance of discretionary employer contributions relating to the year ended December 31, 2007.

12


 

IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

 
8.  Unregistered Sale of IMAX Common Stock
The Plan has offered IMAX common stock to participants as an investment option effective July 1, 2004. The stock was required to be registered with the Securities and Exchange Commission prior to offering to participants. The Company filed a Form S-8 on June 7, 2006 to register the shares to be offered under the Plan. The Plan sponsor may be subject to claims for rescission of acquisitions of shares of the Plan sponsor’s common stock under applicable securities laws during the one year following the date of acquisition of the shares, the statute of limitations period that the Plan sponsor believes may apply to claims for rescission under applicable federal laws. The prospectus mailed to participants included disclosure of this matter. No actions have been taken by participants as of June 30, 2008.
9.  Reconciliation to Form 5500
The Net Assets Available for Benefits are presented in the Company’s financial statements at their contract value. Schedule H of Form 5500 presents Net Assets at fair value. As disclosed in the Company’s Statement of Net Assets Available for Benefits, the adjustment from fair value to contract value is $6,495 at December 31, 2007 ($6,341 — December 31, 2006).

13


 

IMAX Corporation 401(k) Retirement Plan
Schedule H, Line 4i — Schedule of Assets (Held End of Year)
As at December 31, 2007
                                 
        (c)                    
        Description of                    
        Investment, Including                    
        Maturity Date,                
   
(b)
  Interest Rate,           **    
     Lendor, Identity of Issue,   Collateral,   Number of   (d)   (e)
(a)   Borrower, or Similar Party   Par or Maturity Value   Shares/Units   Cost   Fair Value
 
 
                               
Interest Bearing Cash:                            
*
  Liquidity Fund   Interest Bearing Cash                   $ 109  
 
                               
Common Stock:                            
*
  IMAX Stock   Common Stock     460             $ 3,141  
 
                               
Common Collective Trust:                            
*
  ABN AMRO Income Plus Fund   Common Collective Trust     65,822             $ 416,127  
*
  Principal Trust S&P 500 Index Fund   Common Collective Trust     145,810               919,735  
 
                               
 
                          $ 1,335,862  
 
                               
 
                               
Mutual Funds:                            
*
  Aston Balanced N Fund   Mutual Funds     74,036             $ 463,466  
*
  Aston/ABM AMRO Growth N Fund   Mutual Funds     78,931               1,229,750  
*
  Aston/TCH Inv Grade Bond N Fund   Mutual Funds     20,723               188,588  
*
  Aston/Optimum Mid Cap N Fund   Mutual Funds     3,469               98,290  
*
  AM Funds Fdmntl Inv R4   Mutual Funds     3,564               151,089  
*
  Calvert Social Inv Fund EQ   Mutual Funds     18,627               719,207  
*
  Columbia Acorn A Fund   Mutual Funds     14,989               432,751  
*
  Evergreen Special Value A   Mutual Funds     26,859               549,278  
*
  Federated Kaufmann A   Mutual Funds     3,667               22,849  
*
  Mutual Discovery R   Mutual Funds     12,895               410,727  
*
  Hotchkis Wiley Mid Cap Value A   Mutual Funds     5,621               114,517  
*
  MFS International New Discovery A   Mutual Funds     8,935               217,401  
*
  MFS Research International A   Mutual Funds     57,779               1,124,397  
*
  PIMCO Real Return Bond A   Mutual Funds     10,823               118,625  
*
  Pioneer High Yield A   Mutual Funds     12,120               126,905  
*
  RS Partners Fund   Mutual Funds     3,101               95,556  
*
  T Rowe Price Spectrum Income   Mutual Funds     19,833               242,171  
 
                               
 
                          $ 6,305,567  
 
                               
 
                               
Participant Loans:                            
*   Participant Loans   Qualified participant loans issued; Interest rates at 5.00% - 8.25%; Range of maturities range between 5 - 10 years           $ 63,867  
 
                               
 
                               
 
      Total Investments                   $ 7,708,546  
 
                               
 
*   Denotes party-in-interest.
 
**   Cost omitted for these investments as they are participant-directed

14