================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 ------------------ OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-24216 Imax Corporation (Exact name of registrant as specified in its charter) Canada 98-0140269 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1 --------------------------------------------------- ------------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code (905) 403-6500 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares of each of the issuer's classes of common stock, as of the latest practicable date: Class Outstanding as of October 31, 1999 - -------------------------- ---------------------------------- Common stock, no par value 29,644,688 Page 1 0f 18
IMAX CORPORATION INDEX Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitive and Qualitative Factors about Market Risk 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings 17 Item 6. Listing of Exhibits and Reports on Form 8-K 17 Signatures 18 FORWARD LOOKING INFORMATION Certain statements included herein may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, references to future capital expenditures (including the amount and nature thereof), business strategies and measures to implement strategies, competitive strengths, goals, expansion and growth of its business and operations, plans and references to the future success of the Company and the known Year 2000 issues confronting the Company. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the expectations and predictions of the Company is subject to a number of risks and uncertainties, including, but not limited to, general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by the Company; competitive actions by other companies; conditions in the out-of-home entertainment industry; changes in laws or regulations; risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws and policies of the United States and Canada; the potential impact of increased competition in the markets the Company operates within; the availability of personnel with required remediation skills, the ability of the Company to identify and correct all relevant computer code and the success of third parties with whom the Company does business in addressing their Year 2000 issues and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made herein are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Page 2
IMAX CORPORATION Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements The following condensed consolidated financial statements are filed as part of this Report: Condensed Consolidated Balance Sheets as at September 30, 1999 and December 31, 1998 4 Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 1999 and 1998 5 Condensed Consolidated Statements of Cash Flow for the nine month periods ended September 30, 1999 and 1998 6 Notes to Condensed Consolidated Financial Statements 7 Page 3
IMAX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS Amounts in accordance with U.S. Generally Accepted Accounting Principles (in thousands of U.S. dollars) (unaudited) <TABLE> <CAPTION> September 30, December 31, 1999 1998 -------------- ------------- Assets Current assets <S> <C> <C> Cash and cash equivalents $ 52,673 $143,566 Short-term marketable securities 56,859 39,305 Accounts receivable 46,837 45,217 Current portion of net investment in leases 10,962 9,303 Inventories and systems under construction (note 3) 33,162 18,747 Prepaid expenses 5,743 3,766 -------------- -------- Total current assets 206,236 259,904 Long-term marketable securities 37,459 20,070 Net investment in leases 84,809 79,124 Film assets 38,244 34,885 Capital assets 65,111 46,563 Goodwill (note 2) 54,483 38,129 Other assets 27,365 11,416 -------------- -------- Total assets $ 513,707 $490,091 ============== ======== Liabilities Current liabilities Accounts payable $ 12,621 $ 9,882 Accrued liabilities 36,770 30,153 Current portion of deferred revenue 24,206 22,062 Income taxes payable 356 435 -------------- -------- Total current liabilities 73,953 62,532 Deferred revenue 18,976 15,005 Senior notes 200,000 200,000 Convertible subordinated notes 100,000 100,000 Deferred income taxes 20,682 23,263 -------------- -------- Total liabilities 413,611 400,800 -------------- -------- Minority interest 6,053 4,845 -------------- -------- Commitments and contingencies (notes 4 and 5) Subsequent event (note 8) Shareholders' equity Capital stock 56,771 55,236 Retained earnings 36,888 29,436 Other comprehensive items 384 (226) -------------- -------- Total shareholders' equity 94,043 84,446 -------------- -------- Total liabilities and shareholders' equity $ 513,707 $490,091 ============== ======== </TABLE> (See accompanying notes to the condensed consolidated financial statements on pages 7 to 10.) Page 4
IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Amounts in accordance with U.S. Generally Accepted Accounting Principles (in thousands of U.S. dollars) (unaudited) <TABLE> <CAPTION> Three months ended September 30, Nine months ended September 30, 1999 1998 1999 1998 ---------------- ---------------- ---------------- ---------------- <S> <C> <C> <C> <C> Revenue Systems $25,458 $35,793 $ 66,767 $ 93,047 Films 11,042 5,313 30,108 19,350 Other 5,953 3,293 16,579 11,692 ------- ------- -------- -------- 42,453 44,399 113,454 124,089 Costs and expenses 23,043 17,940 61,800 51,887 ------- ------- -------- -------- Gross margin 19,410 26,459 51,654 72,202 Loss from equity accounted investees 288 471 450 1,149 Selling, general and administrative expenses 8,602 7,790 24,860 25,686 Research and development 1,027 865 2,314 2,224 Amortization of intangibles 581 631 1,526 1,890 ------- ------- -------- -------- Earnings from operations 8,912 16,702 22,504 41,253 Interest income 2,281 1,044 7,550 3,448 Interest expense (5,401) (3,310) (16,415) (9,927) Foreign exchange gain (loss) 403 (120) 616 (349) ------- ------- -------- -------- Earnings before income taxes and minority interest 6,195 14,316 14,255 34,425 Provision for income taxes (2,451) (6,322) (5,595) (15,469) ------- ------- -------- -------- Earnings before minority interest 3,744 7,994 8,660 18,956 Minority interest (501) (874) (1,207) (1,476) ------- ------- -------- -------- Net earnings $ 3,243 $ 7,120 $ 7,453 $ 17,480 ======= ======= ======== ======== Earnings per share (note 6) Basic $0.11 $0.24 $0.25 $0.59 Diluted $0.11 $0.23 $0.24 $0.57 </TABLE> (See accompanying notes to the condensed consolidated financial statements on pages 7 to 10.) Page 5
IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW Amounts in accordance with U.S. Generally Accepted Accounting Principles (in thousands of U.S. dollars) (unaudited) <TABLE> <CAPTION> Nine months ended September 30, 1999 1998 -------------------- -------------------- <S> <C> <C> Cash provided by (used in): Operating Activities Net earnings $ 7,453 $ 17,480 Items not involving cash: Depreciation and amortization 17,330 11,430 Deferred income taxes 316 11,673 Loss from equity accounted investees 450 1,149 Minority interest 1,208 1,476 Other (461) 205 Change in net investment in leases (7,233) (24,842) Change in deferred revenue on film production 4,537 4,725 Changes in non-cash operating assets and liabilities (8,941) (11,925) --------- -------- Net cash provided by operating activities 14,659 11,371 --------- -------- Investing Activities Purchase of Digital Projection International, net of cash acquired (25,724) - Increase in marketable securities (35,007) (4,882) Increase in film assets (11,692) (14,401) Purchase of capital assets (19,707) (9,467) Increase in other assets (14,997) (3,038) --------- -------- Net cash used in investing activities (107,127) (31,788) --------- -------- Financing Activities Class C preferred shares dividends paid (365) (386) Common shares issued 1,535 1,472 --------- -------- Net cash provided by financing activities 1,170 1,086 --------- -------- Effect of exchange rate changes on cash 405 86 --------- -------- Decrease in cash and cash equivalents during the period (90,893) (19,245) Cash and cash equivalents, beginning of period 143,566 64,069 --------- -------- Cash and cash equivalents, end of period $ 52,673 $ 44,824 ========= ======== </TABLE> (See accompanying notes to the condensed consolidated financial statements on pages 7 to 10.) Page 6
IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In accordance with U.S. Generally Accepted Accounting Principles (Tabular amounts in thousands of U.S. dollars unless otherwise stated) For the Nine Month Periods Ended September 30, 1999 and 1998 (unaudited) 1. Basis of Presentation The consolidated financial statements include the accounts of Imax Corporation and its wholly-owned and majority owned subsidiaries. The nature of the Company's business is such that the results of operations for the interim periods presented are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the Company's most recent annual report on Form 10-K for the year ended December 31, 1998 which should be consulted for a summary of the significant accounting policies utilized by the Company. 2. Acquisition of Digital Projection International On September 3, 1999, the Company acquired all of the common and preferred shares of Digital Projection International, ("DPI") a designer and manufacturer of digital image delivery systems with operations in Manchester, England and Atlanta, Georgia. The transaction has been accounted for as a purchase and the assets acquired and the liabilities assumed were recorded at their fair market values on September 3, 1999. The purchase price of approximately $27.2 million was paid with approximately $25.5 million of cash, $1.5 million in contingent escrow funds subject to a net asset adjustment, and restricted shares of the Corporation, valued at approximately $1.7 million, to be issued to former shareholders of DPI over the next five years. The excess of the purchase price over the book value of the assets acquired has been allocated to assets and liabilities to record them at their estimated fair values at September 3, 1999 as follows: Cash $ 1,526 Accounts receivable 3,875 Inventory 6,771 Capital assets 3,056 Other assets 4,000 Accounts payable and accrued liabilities (11,104) Deferred income tax 1,714 Goodwill 17,412 -------- $ 27,250 ======== 3. Inventories and Systems Under Construction September 30, December 31, 1999 1998 ---------------- --------------- Raw materials $15,342 $ 7,555 Work-in-process 12,164 10,686 Finished goods 5,656 506 ------- ------- $33,162 $18,747 ======= ======= Page 7
IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In accordance with U.S. Generally Accepted Accounting Principles (Tabular amounts in thousands of U.S. dollars unless otherwise stated) For the Nine Month Periods Ended September 30, 1999 and 1998 (unaudited) 4. Financial Instruments From time to time the Company engages in hedging activities to reduce the impact of fluctuations in foreign currencies on its profitability and cash flow. The credit risk exposure associated with these activities would be limited to all unrealized gains on contracts based on current market prices. The Company believes that this credit risk has been minimized by dealing with highly rated financial institutions. To fund Canadian dollar costs in 1999 and 2000, the Company had entered into forward exchange contracts as at September 30, 1999 to hedge the conversion of $26 million of its cash flow into Canadian dollars at an average exchange rate of Canadian $1.46 per U.S. dollar. The company recognizes exchange gains or losses on the forward contracts when the contracts mature. The Company has also entered into foreign currency swap transactions to hedge minimum lease payments receivable under sales-type lease contracts denominated in Japanese Yen and French Francs. These swap transactions fix the foreign exchange rates on conversion of 110 million Yen at 98 Yen per U.S. dollar through September 2004 and on 13.5 million Francs at 5.1 Francs per U.S. dollar through September 2005. These hedging contracts are expected to be held to maturity; however, if they were terminated on September 30, 1999, the Company would have realized a gain of approximately $0.1 million based on the then prevailing exchange rates. The Company entered into an interest rate swap transaction in May 1999 for a term commencing June 1, 1999 and terminating on December 1, 2002. The Company has agreed to pay a floating rate of LIBOR plus 1.49% to June 1, 2000 and LIBOR plus 2.09% for the remainder of the term and the counterparty has agreed to pay a fixed rate of 7.875% on notional principal of $65 million. The floating rate is revised every 1st of December, March, June and September. The counterparty may cancel the remaining payments on the swap transaction prior to May 31, 2000 with no early termination cost to either party. The Company adjusts interest expense over each 3-month period for the net amount it is to receive from or pay to the counterparty. The interest rate swap is expected to be held to maturity; however, if it were terminated by the Company on September 30, 1999, the Company would have realized a loss of approximately $0.9 million based on the then prevailing interest rates. 5. Contingencies In April 1994, Compagnie France Film Inc. filed a claim against the Company in the Superior Court in the District of Montreal, in the Province of Quebec, alleging breach of contract and bad faith in respect of an agreement which the plaintiff claims it entered into with the Company for the establishment of an IMAX theater in Quebec City, Quebec, Canada. The plaintiffs claimed damages of Canadian $4.6 million, together with expenses and pre-judgment interest. Compagnie France Film had also incorporated a shell company, 3101-8450 Quebec Inc. ("3101"). 3101 was sued in an unrelated action to which the Company was not a party and, in February 1996, was found liable to pay damages in the amount of Canadian $2.5 million. Subsequent to that judgment 3101 intervened in the lawsuit between Compagnie France Film and the Company in order to claim such amount from the Company. In a decision rendered in April 1998, the Court dismissed the plaintiffs' claims with costs. In May 1998, Compagnie France Film Inc. and 3101 both filed appeals to the Court of Appeal. The Company believes that it will be successful in responding to these appeals and the ultimate loss, if any, will not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of this litigation. Page 8
IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In accordance with U.S. Generally Accepted Accounting Principles (Tabular amounts in thousands of U.S. dollars unless otherwise stated) For the Nine Month Periods Ended September 30, 1999 and 1998 (unaudited) 5. Contingencies (continued) In addition to the litigation described above, the Company is currently involved in other litigation which, in the opinion of the Company's management, will not materially affect the Company's financial position or future operating results, although no assurance can be given with respect to the ultimate outcome for any such litigation. 6. Earnings Per Share Reconciliations of the numerators and denominators of the basic and diluted per-share computations are as follows: <TABLE> <CAPTION> Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ------------- -------------- ------------- -------------- <S> <C> <C> <C> <C> Net earnings available to common Shareholders: Net earnings $ 3,243 $ 7,120 $ 7,453 $17,480 Less: Accrual of dividends on preferred shares - (43) - (128) Accretion of discount of preferred shares - (46) - (135) ------- ------- ------- ------- Net earnings used in computing basic earnings 3,243 7,031 7,453 17,217 per share Interest expense on Convertible Subordinated - 885 - 1,769 Notes, net of tax ------- ------- ------- ------- Net earnings used in computing diluted $ 3,243 $ 7,916 $ 7,453 $18,986 Earnings per share ======= ======= ======= ======= Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ------- ------- ------- ------- Weighted average number of common shares (000's): Issued and outstanding at beginning of period 29,614 29,280 29,478 29,115 Weighted average shares issued in the period 17 23 120 131 ------- ------- ------- ------- Weighted average used in computing basic 29,631 29,303 29,598 29,246 Earnings per share Assumed exercise of stock options, net of shares 830 1,031 835 1,156 assumed acquired under the Treasury Stock Method Assumed conversion of Convertible Subordinated Notes - 4,672 - 3,115 ------- ------- ------- ------- Weighted average used in computing diluted 30,461 35,006 30,433 33,517 Earnings per share ======= ======= ======= ======= </TABLE> 6. Page 9
IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In accordance with U.S. Generally Accepted Accounting Principles (Tabular amounts in thousands of U.S. dollars unless otherwise stated) For the Nine Month Periods Ended September 30, 1999 and 1998 (unaudited) Earnings Per Share (continued) Common shares potentially issuable pursuant to the Convertible Subordinated Notes were excluded from the computations for the three months and nine months ended September 30, 1999 and the three months ended March 31, 1998 as they would have had an antidilutive effect on earnings per share. 7. Segmented Information There has been no change in the basis of segmentation or in the basis of measurement of segment profit or loss from the Company's most recent annual report on Form 10-K for the year ended December 31, 1998. Intersegment transactions are not significant. <TABLE> <CAPTION> Three months ended Nine months ended September 30, September 30, 1999 1998 1999 1998 ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Revenue Systems 25,458 $35,793 $ 66,767 $ 93,047 Films 11,042 5,313 30,108 19,350 Other 5,953 3,293 16,579 11,692 ---------- ------- -------- -------- Total consolidated revenues $ 42,453 $44,399 $113,454 $124,089 ========== ======= ======== ======== </TABLE> <TABLE> <CAPTION> Earnings (loss) from operations <S> <C> <C> <C> <C> Systems $13,629 $19,387 $ 34,692 $ 53,026 Films 123 147 (358) 1,083 Other (1,030) 786 (1,149) 676 Corporate overhead (3,810) (3,618) (10,681) (13,532) ------- ------- -------- -------- Consolidated earnings from operations $ 8,912 $16,702 $ 22,504 $ 41,253 ======= ======= ======== ======== </TABLE> 8. Subsequent Event On October 5, 1999, the Company announced it had acquired the remaining 49% interest in Sonics Associates Inc. ("Sonics"), the exclusive provider of sound systems for the Company's theater systems, from Sonics' management, who will continue as the senior management of this 100% owned subsidiary. The purchase price was $12 million in cash paid on October 5, 1999 plus a deferred payment of $0.7 million be paid in cash no later than December 31, 1999. The purchase price also contains an additional earn out amount to the original shareholders payable over the period 2000 to 2004 which is contingent on Sonics' level of earnings over that period. Page 10
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Theater Signings and Backlog During the third quarter of 1999, the Company signed contracts for 9 IMAX theater systems valued at $28.9 million. The Company's sales backlog grew to $218.8 million at September 30, 1999, a 4% increase from $209.7 million at June 30, 1999 and a 25% increase from $175.8 million at December 31, 1998. The Company's sales backlog at September 30, 1999 represented contracts for 85 theater systems, including seven systems which will be located at theaters in which the Company will have an equity interest and the upgrade of one existing theater to Imax 3D. The Company's sales backlog will vary from quarter to quarter depending on the signing of new systems which adds to backlog and the delivery of systems which reduces backlog. Sales backlog represents the minimum revenues under signed system sale and lease agreements that will be recognized as revenue as the associated theater systems are delivered. The minimum revenue comprises the upfront fees plus the present value of the minimum royalties due under sales-type lease agreements for the first 10 years of the initial lease term. The value of sales backlog does not include revenues from theaters in which the Company has an equity interest, letters of intent, or long-term conditional theater commitments. Three months ended September 30, 1999 versus three months ended September 30, 1998 The Company reported net earnings of $3.2 million or $0.11 per share on a diluted basis for the third quarter of 1999 compared to $7.1 million or $0.23 per share on a diluted basis for the third quarter of 1998. The Company's revenues in the third quarter of 1999 were $42.5 million compared to $44.4 million in the corresponding quarter last year. The 4% decline was due mainly to a decline in systems revenue which more than offset increases in film and other revenues. Systems revenue, which includes revenue from theater system sales and leases, royalties and maintenance fees, decreased approximately 29% to $25.5 million in the third quarter of 1999 from $35.8 million in the same quarter last year. The Company delivered seven theater systems in the third quarter of 1999, including two system upgrades, versus nine theater systems in the third quarter of 1998. Recurring revenues from royalties and maintenance fees increased approximately 15% in the third quarter over the corresponding period last year as a result of growth in the Imax theater network. Film revenue increased 108% to $11.0 million in the third quarter of 1999 from $5.3 million in the same quarter last year. The increase was due to an increase in film post-production activity and an increase in film distribution revenues, due mainly to the strong performance of the Company's film T-REX: Back to the Cretaceous which was released in the fourth quarter of 1998. Other revenues increased 81% to $6.0 million in the third quarter of 1999 from $3.3 million in the same quarter last year. Other revenue in the third quarter of 1999 includes revenue of Digital Projection International ("DPI") a 100% owned subsidiary acquired in the current quarter. Revenues from owned and operated theaters increased in the third quarter compared to the same quarter last year due to three owned and operated theaters, two of which commenced operations in 1999 and one of which commenced operations late in the third quarter of 1998. Page 11
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd) Three months ended September 30, 1999 versus three months ended September 30, 1998 (Cont'd) Gross margin for the third quarter of 1999 was $19.4 million, or 46% of total revenue, compared to $26.5 million, or 60% of total revenue, in the corresponding quarter last year. The decline in gross margin as a percentage of total revenue is due to the lower proportion of systems revenue (which generally has a higher margin than film and other revenues) in the third quarter of 1999 compared to the corresponding quarter in 1998. Selling, general and administrative expenses were $8.6 million in the third quarter of 1999 compared to $7.8 million in the corresponding quarter last year. The increase resulted from additional expenses from DPI, and general corporate costs. Interest income increased to $2.3 million in the third quarter of 1999 from $1.0 million in the same quarter last year primarily due to an increase in the Company's cash and marketable securities balances following the Senior Notes offering in December, 1998. Interest expense increased to $5.4 million in the third quarter of 1999 from $3.3 million in the corresponding quarter last year primarily as a result of the $200 million Senior Notes issued in December, 1998. The effective tax rate on earnings before taxes differs from the statutory tax rate and will vary from quarter to quarter primarily as a result of the amortization of goodwill, which is not deductible for tax purposes, and the provision of income taxes at different tax rates in foreign and other provincial jurisdictions. The effective tax rate in the third quarter of 1999 also benefited from an increase in tax credits associated with the Company's manufacturing activities compared to the corresponding quarter in 1998. Nine months ended September 30, 1999 versus nine months ended September 30, 1998 The Company reported net earnings of $7.5 million or $0.24 per share on a diluted basis for the first nine months of 1999 compared to $17.5 million or $0.57 per share on a diluted basis for the first nine months of 1998. The Company's revenues for the first nine months of 1999 were $113.5 million compared to $124.1 million in the corresponding period last year, a decrease of 9%. Increases in film and other revenue were more than offset by a decline in systems revenue. Systems revenue decreased approximately 28% to $66.8 million in the first nine months of 1999 from $93.0 million in the same period last year. The Company delivered 17 theater systems compared to 25 theater systems in the same period last year. Recurring revenues from both royalties and maintenance fees increased approximately 11% in the first nine months of 1999 over the prior year period as a result of growth in the IMAX theater network. Film revenue increased 56% to $30.1 million in the first nine months of 1999 from $19.4 million in the same period last year due to an increase in film distribution and post production revenues. Film distribution revenue increased 58% in the first nine months of 1999 compared to the same period last year primarily as a result of the strong performance of the Company's film, T-REX: Back to the Cretaceous which was released in the fourth quarter of 1998. Other revenues increased 42% to $16.6 million in the nine months ended September 30, 1999 from $11.7 million in the same period last year as a result of an increase in the number of theaters in operation in which the Company has an equity interest, and revenue earned by DPI since its acquisition, partially offset by a decline in camera rental revenues. Page 12
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd) Nine months ended September 30, 1999 versus nine months ended September 30, 1998(Cont'd) Gross margin for the first nine months of 1999 was $51.7 million or 46% of total revenue compared to $72.2 million or 58% of total revenue in the corresponding period last year. The decrease in gross margin as a percentage of total revenue is primarily due to the decreased proportion of systems revenue (which generally has a higher margin than film and other revenue) in the first nine months of 1999 compared to the corresponding period in 1998. Selling, general and administrative expenses were $24.9 million in the first nine months of 1999 compared to $25.7 million in the first nine months of 1998. The decrease in selling, general and administrative expenses in 1999 over 1998 resulted from declines in executive compensation and legal costs, partially offset by increased affiliate relations initiatives. Interest income increased to $7.5 million in the first nine months of 1999 from $3.4 million in the same period last year primarily due to an increase in the Company's cash and marketable securities balances following the $200 million Senior Notes offering in December, 1998. Interest expense increased from $9.9 million in the first nine months of 1998 to $16.4 million in the first nine months of 1999 primarily as a result of the $200 million Senior Notes offering in December, 1998. The effective tax rate on earnings before taxes differs from the statutory tax rate and will vary from quarter to quarter primarily as a result of the amortization of goodwill, which is not deductible for tax purposes, and the provision of income taxes at different tax rates in foreign and other provincial jurisdictions. The effective tax rate in the first nine months of 1999 also benefited from an increase in tax credits associated with the Company's manufacturing activities compared to the corresponding period in 1998. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1999, the Company's principal source of liquidity included cash and cash equivalents of $52.7 million, marketable securities totalling $94.3 million, trade accounts receivable of $46.8 million, net investment in leases due within one year of $11.0 million and the amounts receivable under contracts in backlog which are not yet reflected on the balance sheet. The Company also has unused lines of credit under a working Capital facility of $2.3 million. The 7.875% Senior Notes due December 1, 2005 are subject to redemption by the Company, in whole or in part, at any time on or after December 1, 2002 at redemption prices expressed as percentages of the principal amount for each 12- month period commencing December 1 of the years indicated: 2002 - 103.938%; 2003 - - 101.969%; 2004 and thereafter - 100.000% together with interest accrued thereon to the redemption date and are subject to redemption by the Company prior to December 1, 2002 at a redemption price equal to 100% of the principal amount plus a "make whole premium". If certain changes result in the imposition of withholding taxes under Canadian law, the notes may be redeemed by the Company at a redemption price equal to 100% of the principal amount plus accrued interest to the date of redemption. In the event of a change in control, holders of the notes may require the Company to repurchase all or part of the notes at a price equal to 101% of the principal amount plus accrued interest to the date of repurchase. Page 13
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd) LIQUIDITY AND CAPITAL RESOURCES (Cont'd) The 5 3/4 % Convertible Subordinated Notes (the "Subordinated Notes") due April 1, 2003 are convertible into common shares of the Company at the option of the holder at a conversion price of $21.406 per share (equivalent to a conversion rate of 46.7154 shares per $1,000 principal amount of Subordinated Notes) at any time prior to maturity. The Subordinated Notes are redeemable at the option of the Company on or after April 1, 1999 at redemption prices expressed as percentages of the principal amount (1999 - 103.286%; 2000 - 102.464%; 2001 - 101.643%; 2002 - 100.821%) plus accrued interest. The Subordinated Notes may only be redeemed by the Company between April 1, 1999 and April 1, 2001 if the last reported market price of the Company's common shares is equal to or greater than $30 per share for any 20 of the 30 consecutive trading days prior to the notice of redemption. The Subordinated Notes may be redeemed at any time on or after April 1, 2001 without limitation. The Company partially funds its operations through cash flow from operations. Under the terms of the Company's typical theater system lease agreement, the Company receives cash payments before it completes the performance of its obligations. Similarly, the Company receives cash payments for some of its film productions in advance of related cash expenditures. These cash flows have generally been adequate to finance the ongoing operations of the Company. In the first nine months of 1999, cash provided by operating activities amounted to $14.7 million after the payment of interest on the Senior and Convertible Notes totaling $10.6 million and working capital requirements. Working capital requirements included an increase of $8.2 million in inventory due mainly to an increase in raw materials and work-in-process inventory anticipated for completion and delivery of systems later in the year and in early 2000. Cash flow from operations also includes an increase of $4.5 million in funds held for sponsored film productions, which will be expended in future periods. In the first nine months of 1999, cash used in investing activities amounted to $107.1 million and included: an increase in marketable securities of $35.0 million, the purchase of DPI net of acquired cash of $25.7 million, an increase in film assets of $11.7 million, primarily Galapagos, Siegfried & Roy and Cyberworld; an increase in capital assets of $19.7 million, primarily theaters in which the Company has an equity interest; and an increase of $15.0 million in other assets, primarily as a result of the acquisition of a 19% equity interest plus an $8 million CDN convertible debenture in Mainframe Entertainment Inc., a leading producer of 3D computer generated animation. During the first nine months of 1999, cash provided by financing activities included $1.5 million of proceeds from common shares issued under the Company's stock option plan. The Company believes that cash flows from operations together with existing cash balances and the working capital facility will continue to be sufficient to meet cash requirements in the foreseeable future. IMPACT OF THE YEAR 2000 The Year 2000 issue involves computer programs and embedded chips, which use two digit date fields, failing or creating errors as a result of the change in the century. Background and Process In order to assess the likely impact of the Year 2000 issue on its operations, the Company established a Year 2000 Committee in 1998, consisting of senior managers and reporting to the Chief Operating Officer, and designated a manager or coordinator in each department. The Company also retained external consultants who developed a Year 2000 project plan and conducted awareness sessions for the Company's staff. Page 14
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd) IMPACT OF THE YEAR 2000 (Cont'd) As part of the Year 2000 project plan beginning in 1998, the Company's Internal Audit department, in conjunction with the Year 2000 Committee, distributed an asset inventory questionnaire and business partner questionnaire within the Company, and a key vendor questionnaire externally to identify and inventory likely areas of concern. Assessment and Action Taken The Internal Audit department and the Year 2000 Committee reviewed the responses to these questionnaires and assessed the areas of risk under the following categories: information technology systems, non-information technology systems, facilities, and third party suppliers. The Internal Audit department and the Year 2000 Committee determined that the Company's information technology at risk were its cost accounting and financial software systems. Accordingly, the cost accounting and financial software systems were upgraded in the first quarter of 1999, which upgrades have been certified as Year 2000 ready by the vendors. Digital Projection International's accounting and production systems have been certified as Year 2000 ready by the vendors. For non-information technology systems, the Company evaluated the projection system and concluded that the performance of the projection system would not be negatively impacted by the change in the century. With respect to the sound systems used in connection with the projection system, the systems supplier Sonics, a subsidiary, has been evaluating each of the subsystems of the sound system. Sonics has advised the Company that the current standard sound system hardware would not be negatively impacted by Year 2000 risks. Sonics also evaluated the proprietary software elements incorporated into sound system software and has advised the Company that they, too, would not be negatively impacted by the change in the century. Sonics has advised the Company that it has verified that the manufacturer of each "off-the-shelf" utility software element, also incorporated into the sound system software, had tested and certified its product as Year 2000 ready. Sonics has completed testing of the automation subsystems incorporated in their sound systems in all but four theaters which will be tested by the end of the year. The testing to date indicates that the automation subsystems would not be negatively impacted by the change in the century. If there is a failure in an automation subsystem to be Year 2000 ready, this failure would impact on the ability of a theater to present pre-show material but would not affect the theater's ability to present a 15/70-format film. Digital Projection International has evaluated its product line and concluded that the product line would not be negatively impacted by the change in the century. The Internal Audit department and the Year 2000 Committee determined that the Company's facilities that could be at risk include each of the Company's office premises. The Company has contacted utility suppliers to determine their Year 2000 readiness. The Company is reviewing and assessing responses from its utility suppliers. Such process is largely completed. With respect to third party risks, the Company is continuing to review and assess the responses to the key vendor questionnaires and following up with those key vendors who have not yet responded. Based upon its efforts and assessment to date, the Company believes that its information technology systems and non-information technology systems will remain operational during the Year 2000 transition process and that facilities will be largely unaffected subject to third party compliance. Page 15
IMAX CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd) IMPACT OF THE YEAR 2000 (Cont'd) Cost The cost of the Company's Year 2000 efforts are not expected to be material nor have a material effect on the Company's financial position. The Company is not separately tracking the internal cost for its Year 2000 review activities. Contingency Plans Based on the Company's current review of its Year 2000 readiness, the Company does not anticipate the need for significant contingency planning for its information technology systems or non-information technology systems. The Company is, however, making plans to have additional customer service representatives available to handle inquiries or concerns from the Company's customers during the first few weeks of Year 2000. The Company is in the process of identifying alternate vendors of components for the projection system in the event that any key vendor fails to be Year 2000 ready. The Company's few sole source vendors of components for the projection system have indicated to the Company that they are Year 2000 ready. Sonics has pre-ordered sufficient quantities of key sound system components to meet the Company's scheduled deliverables in the first quarter of Year 2000. The Company is prioritizing its key utility suppliers and assessing the need and extent of a contingency plan for its facilities. The Company will continue to assess the need for additional contingency plans. No assurance can be given that the Company will not be materially adversely affected by Year 2000 issues. Although the Company is not currently aware of any material operational issues with preparing its information technology systems, non-information technology systems and facilities for the Year 2000, the Company may experience material unanticipated problems and costs caused by undetected errors or defects. In addition, the failure of third parties to timely address their Year 2000 issues could have a material adverse impact on the Company's business, operations and financial condition. If, for example, third party suppliers of utilities and other commercial products and services experience interruptions in services as a result of Year 2000 issues, the Company's operations could be adversely affected. The impact of the Year 2000 issue on the Company has been disclosed consistently with the above to those customers of the Company who have requested such disclosure. Item 3. Quantitative and Qualitative Factors about Market Risk The Company is exposed to market risk from changes in foreign currency rates. The Company does not use financial instruments for trading or other speculative purposes. A substantial portion of the Company's revenues are denominated in U.S. dollars while a substantial portion of its costs and expenses are denominated in Canadian dollars. A portion of the net U.S. dollar flows of the Company are converted to Canadian dollars to fund Canadian dollar expenses, either through the spot market or through forward contracts. In Japan, the Company has ongoing operating expenses related to its operations. Net Japanese yen flows are occasionally converted to U.S. dollars generally through forward contracts to minimize currency exposure. The Company also has cash receipts under leases denominated in French francs and Japanese Yen which are converted to U.S. dollars generally through forward contracts to minimize currency exposure. A substantial portion of the Company's cash equivalents earn interest at short- term floating rates while all of its long-term debt incurs interest at long-term fixed rates. The Company entered into an interest rate swap to hedge this exposure. Contract amounts, average contractual exchange rates, terms and fair values for the Company's financial instruments are disclosed in Note 4 to the Condensed Consolidated Financial Statements contained in Item 1. Page 16
IMAX CORPORATION PART II OTHER INFORMATION Item 1. Legal Proceedings In April 1994, Compagnie France Film Inc. filed a claim against the Company in the Superior Court in the District of Montreal, in the Province of Quebec, alleging breach of contract and bad faith in respect of an agreement which the plaintiff claims it entered into with the Company for the establishment of an IMAX theater in Quebec City, Quebec, Canada. Until December 1993, Predecessor Imax was in negotiations with the plaintiff and another unrelated party for the establishment of an IMAX theater in Quebec City. In December 1993, Predecessor Imax executed a system lease agreement with the other party. During the negotiations, both parties were aware of the other party's interest in also establishing an IMAX theater in Quebec City. The plaintiffs claimed damages of Canadian $4.6 million, representing the amount of profit they claim they were denied due to their inability to proceed with an IMAX theater in Quebec City, together with expenses incurred in respect of this project and pre-judgement interest. The Company disputed this claim and filed a defense in response. Compagnie France Film had also incorporated a shell company, 3101-8450 Quebec Inc. ("3101"). 3101 was to, among other things, enter into a lease for the proposed IMAX theater site. In November 1993, while negotiations between Compagnie France Film and the Company were still ongoing, 3101 entered into a lease for the site. 3101 defaulted on the lease and the landlord sued 3101 in an unrelated action to which the Company was not a party. In February 1996, 3101 was found liable to pay the landlord damages in the amount of Canadian $2.5 million. Subsequent to that judgment 3101 intervened in the lawsuit between Compagnie France Film and the Company in order to claim from the Company damages in the amount of Canadian $2.5 million. The Company disputed these claims and the suit went to trial in January 1998. In a decision rendered in April 1998, the court dismissed the plaintiffs' claims with costs. In May 1998, the plaintiffs and 3101 both filed appeals of the decision to the Court of Appeal. The Company believes that the amount of the loss, if any, will not have a material impact on the financial position or results of operations of the Company, although no assurance can be given with respect to the ultimate outcome of this litigation. In addition to the litigation described above, the Company is currently involved in other litigation which, in the opinion of the Company's management, will not materially affect the Company's financial position or future operating results, although no assurance can be given with respect to the ultimate outcome for any such litigation. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Articles of Amendment dated June 7, 1999, to the Restated Articles of Incorporation of Imax Corporation. 3.2 New By-Law No 1. of Imax Corporation, enacted on June 7, 1999. 10.1 (Amended) Stock Option Plan of Imax Corporation, dated June 7, 1999. (b) Reports on Form 8-K The Company filed a report on Form 8-K dated September 17, 1999 will file an amendment on November 15, 1999 under Item 2 - Acquisition or Distribution of Assets. The Company reported that on September 3, 1999, it acquired all of the outstanding Ordinary Shares and Preference Shares of Digital Projection International ("DPI"), a designer and manufacturer of digital image delivery systems headquartered in Manchester, England with an office in Atlanta, Georgia. Page 17
IMAX CORPORATION 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 thereunto duly authorized. IMAX CORPORATION Date: November 15, 1999 By: / S / John M. Davison - ------------------------- ---------------------- John M. Davison Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) By: / S / Mark J. Thornley ---------------------------- Mark J. Thornley Vice President, Finance (Principal Accounting Officer) Page 18