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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 March 31, 1999
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2525 Speakman Drive, Mississauga, Ontario, Canada L5K 1B1
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (905) 403-6500
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NONE
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(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 April 30, 1999
- ------------------------ --------------------------------
Common stock, no par value 29,802,888
Page 1
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IMAX CORPORATION
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Factors about Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
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. 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; and the
potential impact of increased competition in the markets the Company operates
within 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
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IMAX CORPORATION
Page
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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 March 31, 1999
and December 31, 1998 4
Condensed Consolidated Statements of Operations for the three
month periods ended March 31, 1999 and 1998 5
Condensed Consolidated Statements of Cash Flow
for the three month periods ended March 31, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Page 3
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IMAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
In accordance with U.S. Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $155,026 $143,566
Short-term marketable securities 28,832 39,305
Accounts receivable 47,219 45,217
Current portion of net investment in leases 9,289 9,303
Inventories and systems under construction (note 2) 21,748 18,747
Prepaid expenses 4,800 3,766
-------- --------
Total current assets 266,914 259,904
Long-term marketable securities 5,712 20,070
Net investment in leases 80,420 79,124
Film assets 36,566 34,885
Capital assets 50,560 46,563
Goodwill 37,656 38,129
Other assets 11,780 11,416
-------- --------
Total assets $489,608 $490,091
======== ========
Liabilities
Current liabilities
Accounts payable $ 7,023 $ 9,882
Accrued liabilities 29,017 30,153
Current portion of deferred revenue 18,926 22,062
Income taxes payable 121 435
-------- --------
Total current liabilities 55,087 62,532
Deferred revenue 18,261 15,005
Senior notes 200,000 200,000
Convertible subordinated notes 100,000 100,000
Deferred income taxes 23,469 23,263
-------- --------
Total liabilities 396,817 400,800
-------- --------
Minority interest 5,255 4,845
-------- --------
Commitments and contingencies (notes 3 and 4)
Shareholders' equity
Capital stock 56,367 55,236
Retained earnings 31,448 29,436
Other comprehensive items (279) (226)
-------- --------
Total shareholders' equity 87,536 84,446
-------- --------
Total liabilities and shareholders' equity $489,608 $490,091
======== ========
</TABLE>
(See accompanying notes to the condensed consolidated financial
statements on pages 7 to 9.)
Page 4
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IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
In accordance with U.S. Generally Accepted Accounting Principles
(in thousands of U.S. dollars, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
Revenue
Systems $22,420 $26,364
Films 8,622 7,133
Other 5,701 2,873
------- -------
36,743 36,370
Costs and expenses 20,213 15,326
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Gross margin 16,530 21,044
Loss from equity accounted investees 118 267
Selling, general and administrative expenses 7,989 9,434
Research and development 475 729
Amortization of intangibles 473 629
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Earnings from operations 7,475 9,985
Interest income 2,411 1,262
Interest expense (5,833) (3,287)
Foreign exchange loss (83) (73)
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Earnings before income taxes and minority interest 3,970 7,887
Provision for income taxes (1,547) (3,468)
------- -------
Earnings before minority interest 2,423 4,419
Minority interest (410) (220)
------- -------
Net earnings $ 2,013 $ 4,199
======= =======
Earnings per share (note 5)
Basic $0.07 $0.14
Diluted $0.07 $0.14
</TABLE>
(See accompanying notes to the condensed consolidated financial
statements on pages 7 to 9.)
Page 5
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IMAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
In accordance with U.S. Generally Accepted Accounting Principles
(in thousands of U.S. dollars)
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
1999 1998
--------------------- ---------------------
Cash provided by (used in):
Operating Activities
<S> <C> <C>
Net earnings $ 2,013 $ 4,199
Items not involving cash:
Depreciation and amortization 5,662 3,548
Deferred income taxes 600 2,287
Loss from equity accounted investees 118 267
Minority interest 410 220
Other (19) (435)
Change in net investment in leases (1,306) (8,090)
Change in deferred revenue on film production 1,942 2,538
Changes in non-cash operating assets and liabilities (12,430) (2,528)
-------- -------
Net cash (used in) provided by operating activities (3,010) 2,006
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Investing Activities
Decrease in marketable securities 24,813 4,042
Increase in film assets (4,112) (3,758)
Purchase of capital assets (5,347) (2,869)
Increase in other assets (1,600) (260)
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Net cash provided by (used in) investing activities 13,754 (2,845)
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Financing Activities
Class C preferred shares dividends paid (365) (386)
Common shares issued 1,131 917
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Net cash provided by financing activities 766 531
-------- -------
Effect of exchange rate changes on cash (50) (32)
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Increase (decrease) in cash and cash equivalents during the period 11,460 (340)
Cash and cash equivalents, beginning of period 143,566 64,069
-------- -------
Cash and cash equivalents, end of period $155,026 $63,729
======== =======
</TABLE>
(See accompanying notes to the condensed consolidated financial
statements on pages 7 to 9.)
Page 6
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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 Three Month Periods Ended March 31, 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. Inventories and Systems Under Construction:
March 31, December 31,
1999 1998
-------------------- --------------------
Raw materials $10,062 $ 7,555
Work-in-process 10,776 10,686
Finished goods 910 506
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$21,748 $18,747
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3. 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 a portion of its Canadian dollar costs in 1999 and 2000, the
Company had entered into forward exchange contracts as at March 31, 1999 to
hedge the conversion of $41.0 million of its cash flow into Canadian
dollars at an average exchange rate of Canadian $1.48 per U.S. dollar. The
Company recognizes exchange gains or losses on the forward exchange
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 139 million Yen at 98 Yen per
U.S. dollar through September 2004 and on 15.5 million Francs at 5.1 Francs
per U.S. dollar through September 2005. The Company recognizes an exchange
gain or loss when the swaps mature.
These hedging contracts are expected to be held to maturity; however, if
they were terminated on March 31, 1999, the Company would have realized a
loss of approximately $0.4 million based on the then prevailing exchange
rates.
Page 7
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IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
In accordance with U.S. Generally Accepted Accounting Principles
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
For the Three Month Periods Ended March 31, 1999 and 1998
(unaudited)
4. Contingencies
(a) 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.
(b) On February 26, 1996, Iwerks Entertainment, Inc. filed a complaint against
the Company alleging violations under the Sherman Act, the Clayton Act,
tortious interference with contracts and prospective economic advantage,
and unfair competition. The plaintiff was seeking unquantified damages,
injunctive relief and restitution. All claims against the Company were
dismissed in a summary judgment in April, 1998. In May, 1998, Iwerks
Entertainment, Inc. filed an appeal of this decision. The amount of the
loss, if any, cannot be determined at this time.
(c) 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.
5. 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 March 31,
1999 1998
---------- ----------
<S> <C> <C>
Net earnings available to common shareholders:
Net earnings $2,013 $4,199
less:
Accrual of dividends on preferred shares - (43)
Accretion of discount of preferred shares - (44)
------ ------
$2,013 $4,112
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</TABLE>
Page 8
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IMAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
In accordance with U.S. Generally Accepted Accounting Principles
(Tabular amounts in thousands of U.S. dollars unless otherwise stated)
For the Three Month Periods Ended March 31, 1999 and 1998
(unaudited)
5.
Earnings Per Share (Cont'd)
<TABLE>
<CAPTION>
Three months ended March 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
Weighted average number of common shares (000's):
Issued and outstanding at beginning of period 29,478 29,115
Weighted average shares issued in the period 89 54
------ ------
Weighted average used in computing basic earnings per share 29,567 29,169
Assumed exercise of stock options, net of shares assumed
acquired under the Treasury Stock Method 910 1,232
------ ------
Weighted average used in computing diluted earnings per share 30,477 30,401
====== ======
</TABLE>
Common shares potentially issuable pursuant to the Convertible Subordinated
Notes would have an antidilutive effect on earnings per share and have not
been included in the above computations.
6. 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 March 31
1999 1998
-------------------- --------------------
<S> <C> <C>
Revenue
Systems $22,420 $26,364
Films 8,622 7,133
Other 5,701 2,873
------- -------
Total consolidated revenues $36,743 $36,370
======= =======
Earnings (loss) from operations
Systems $10,733 $15,247
Films 51 1,275
Other 174 (869)
Corporate overhead (3,483) (5,668)
------- -------
Consolidated earnings from operations $ 7,475 $ 9,985
======= =======
</TABLE>
Page 9
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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 first quarter of 1999, the Company signed contracts for 11 IMAX
theater systems valued at $32.5 million, compared to the $31.6 million value of
the 12 third-party contracts signed in the first quarter of 1998. The
majority of theater signings for the first quarter of 1999 were for commercial
and international locations and included an agreement with Medusa Film SpA,
Italy's largest theater chain, to open six IMAX theaters across Italy. As a
result of these theater signings, the Company's sales backlog grew to $192.9
million at March 31, 1999, a 10% increase from $175.8 million at December 31,
1998.
The Company's sales backlog at March 31, 1999 represents contracts for 80
theater systems, including 12 theater systems which will be located at theaters
in which the Company will have an equity interest and one upgrade of an 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 March 31, 1999 versus three months ended March 31, 1998
The Company reported net earnings of $2.0 million or $0.07 per share on a
diluted basis for the first quarter of 1999 compared to $4.2 million or $0.14
per share on a diluted basis for the first quarter of 1998, reflecting the
expected reduction in theater system deliveries for the first quarter of 1999
compared to the first quarter in 1998.
The Company recorded revenues for the first quarter of 1999 of $36.7 million,
slightly higher than the $36.4 million recorded in the corresponding quarter
last year. A decline in systems revenue was more than offset by increases in
film and other revenues.
Systems revenue, which includes revenue from theater system sales and leases,
royalties and maintenance fees, decreased approximately 15% to $22.4 million in
the first quarter of 1999 from $26.4 million in the same quarter last year. The
Company delivered six theater systems in the first quarter of 1999 compared to
eight theater systems in the first quarter of 1998. Recurring revenues from
royalties and maintenance fees increased 5% in the first quarter of 1998 over
the corresponding period last year as a result of growth in the IMAX theater
network.
Film revenue comprises revenue recognized from film production, film
distribution and film post-production activities. Film revenue increased 21% to
$8.6 million in the first quarter of 1999 from $7.1 million in the same quarter
last year primarily as a result of an increase in film distribution revenue.
Film distribution revenue in the first quarter of 1999 increased 35% compared to
the corresponding period last year due mainly to the strong performance of the
Company's film, T-REX: Back to the Cretaceous which was released late in 1998.
In addition, film post-production revenues increased 14% in the first quarter of
1999 over the same period in 1998.
Other revenues nearly doubled to $5.7 million in the first quarter of 1999 from
$2.9 million in the prior year quarter. The Company earned revenues from two
additional owned and operated theaters in the current quarter compared to the
same quarter in 1998.
Page 10
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IMAX CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)
Three months ended March 31, 1999 versus three months ended March 31, 1998
(Cont'd)
Gross margin for the first quarter of 1999 was $16.5 million compared to $21.0
million in the corresponding quarter last year, a decrease of 21%. Gross margin
was approximately 45% of total revenue in the first quarter of 1999 compared to
approximately 58% of total revenue in the same quarter of 1998. The decline in
gross margin was due mainly to the higher proportion of film and other revenues
(which have generally lower margins than systems revenues) but also to a
decline in the film distribution margin in the first quarter of 1999 compared to
the first quarter of 1998. The decline in the film distribution margin was due
mainly to the amortization of production costs associated with the Company's
film, T-REX: Back to the Cretaceous which was released in the fourth quarter of
1998 and contributed significantly to film distribution revenues in the first
quarter of 1999.
Selling, general and administrative expenses were $8.0 million in the first
quarter of 1999 compared to $9.4 million in the corresponding quarter last year.
The decrease in selling, general and administrative expenses resulted from
decreases in performance-based compensation, which had created a one-time charge
in the first quarter of 1998, and litigation costs partially offset by increases
in affiliate relations initiatives and staffing additions to the Company's film
area, particularly marketing and distribution.
Research and development expenses were $0.5 million in the first quarter of 1999
compared to $0.7 million in the same period last year. The higher level of
expenses in 1998 reflects costs associated with the development of a new sound
system released in mid-1998.
Interest expense increased from $3.3 million in the first quarter of 1998 to
$5.8 million in the first quarter of 1999 as a result of the $200 million Senior
Notes which were issued on December 4, 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 quarter of 1999 also
benefited from an increase in manufacturing and processing tax credits
associated with the Company's manufacturing activities.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999, the Company's principal source of liquidity included cash and
cash equivalents of $155.0 million, trade accounts receivable of $47.2 million,
net investment in leases due within one year of $9.3 million, marketable
securities of $34.5 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 Canadian $1.9
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 11
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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 substantial 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 quarter of 1999, cash used in operating activities amounted to $3.0
million after the payment of $1.9 million of income taxes and working capital
requirements. Working capital requirements included an increase of $2.0 million
in accounts receivable, an increase of $3.2 million in inventory, due mainly to
an increase in raw materials which were low at December 31, 1998 as a result of
the high level of fourth quarter manufacturing required to meet delivery
requirements and a $4.0 million decrease in accounts payable and accrued
liabilities due to the timing of payments and the payment of preferred share
redemption costs accrued at year-end.
Cash provided by investing activities in the first quarter of 1999 included a
decrease in marketable securities of $24.8 million, partially offset by an
increase in film assets of $4.1 million, primarily related to the Company's
film, Galapagos and advances on other film productions, and expenditures
totaling $5.3 million on capital assets, principally wholly-owned theaters and
space cameras.
During the first quarter of 1999, cash provided by financing activities included
$1.1 million of proceeds from common shares issued under the Company's stock
option plan offset by a $0.4 million payment of accrued preferred share
dividends.
The Company believes that cash flows from operations together with existing cash
and marketable securities 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. The Company has assessed and continues to assess the impact of the
Year 2000 issue on its operations including information technology systems, non-
information technology systems and the readiness of facility and utility
suppliers. The Company's information technology systems include its cost
accounting and financial software systems. The Company successfully completed
an upgrade of these systems in the first quarter of 1999 to versions that are
Year 2000 ready.
Page 12
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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)
The Company's non-information technology systems include the projection and
sound systems. The Company has completed the evaluation of its projection system
in the first quarter of 1999 at minimal cost and concluded that the performance
of the projection system would not be negatively impacted by the change in the
century. Sonics has been evaluating each of the subsystems of the sound system
used in connection with the projection system. Sonics has concluded that the
current standard sound systems hardware would not be negatively impacted by the
change in the century. The software incorporates proprietary software elements
in addition to "off-the-shelf" utility software. Sonics has evaluated the
proprietary software elements and have concluded that they too would not be
negatively impacted by the change in the century. Sonics has verified that the
manufacturer of each purchased software element has tested and certified their
product as Year 2000 ready. Sonics must still complete the testing of a few
automation subsystems. These automation subsystems, however, are not part of
every sound system. Sonics' service department will conduct a Year 2000
readiness test on each of the automation subsystems in use at IMAX theaters
during its routine service visits. Sonics expects to complete such testing at
minimal cost by the end of the second quarter of 1999. If there is a failure in
a subsystem of a sound system 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.
The Company is evaluating the facilities and utility systems to determine their
Year 2000 readiness. The Company plans to complete this evaluation by the
second quarter of 1999.
The impact of the Year 2000 issue on the Company will also be affected by the
Year 2000 readiness of its customers; suppliers of raw materials, components and
software; and providers of facilities, equipment and services. The Company has
identified critical suppliers and service providers, and sent them
questionnaires to determine their Year 2000 readiness. The responses to the
questionnaires are currently being reviewed by the Company. By the end of the
second quarter of 1999, the Company will decide the alternatives or contingency
plans required to address the potential failure of a third party to be Year 2000
ready.
While the Company's Year 2000 efforts are expected to reduce the Company's level
of uncertainty about the Year 2000 issue, failure by a third party to be Year
2000 ready may have a material adverse effect on the Company's business, results
of operations and financial condition, and there is no assurance that a material
adverse effect may be avoided.
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
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.
Contract amounts, average contractual exchange rates and fair values are
disclosed in Note 3 to the Condensed Consolidated Financial Statements contained
in Item 1.
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<PAGE>
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.
The Company filed a complaint in August 1994 in the U.S. District Court for the
Northern District of California claiming that Neil Johnson, NJ Engineering Inc.
and Cinema Technologies Inc. engaged in unfair competition and misappropriated
the Company's trade secrets in the design and manufacture of the defendants'
70mm 15-perforation projection systems. The Company settled its claims with NJ
Engineering Inc. but continued to pursue an injunction against Cinema
Technologies Inc. and its principal Mr. Johnson to prevent shipment of
projectors, which incorporate the Company's trade secrets in addition to
damages. The defendants brought two motions for summary judgement, one of which
was based on the defendants' statute of limitations defense and the other based
on, among others, the defendants' contention that the trade secrets at issue
were not trade secrets. The court denied the motion based on the statute of
limitations defense, granted the motion based on the unfair competition and
trade secret status issues, and entered a judgement for the defendants. The
Company filed an appeal of this decision to the U.S. Court of Appeals for the
Ninth Circuit and on August 19, 1998 it affirmed the granting of the motion
based on the trade secrets claim, but vacated and reversed, and remanded for
further proceedings, with respect to the Company's unfair competition claim
against Cinema Technologies Inc. The case was returned to trial court in
October 1998; a trial date has been set for September 1999.
Iwerks Entertainment, Inc. ("Iwerks") filed a complaint against the Company on
February 26, 1996 in the U.S. District Court for the Central District of
California alleging violations under the Sherman Act, the Clayton Act, and
tortious interference with contracts and prospective economic advantage. Iwerks
was seeking unquantified damages, injunctive relief and restitution. All claims
against the Company were dismissed in a summary judgement in April 1998. In May
1998, Iwerks filed an appeal of this decision to the U.S. Court of Appeals for
the Ninth Circuit. The amount of the loss, if any, cannot be determined at this
time.
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IMAX CORPORATION
PART II OTHER INFORMATION (Cont'd)
Item 1. Legal Proceedings (cont'd)
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
(b) Reports on Form 8-K
There were no reports filed on Form 8-K in the three-month period ended
March 31, 1999.
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<PAGE>
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: May 14, 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)
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