Capital Stock | 18. Capital Stock (a) Authorized Common Shares The authorized capital of the Company consists of an unlimited number of common shares. The following is a summary of the rights, privileges, restrictions, and conditions of the common shares. The holders of common shares are entitled to receive dividends, if and when declared by the directors of the Company, subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to the common shares. The holders of the common shares are entitled to one vote for each common share held at all meetings of the shareholders. (b) Settlements of Share-Based Compensation During the years ended December 31, 2022, 2021, and 2020 , the Company settled the exercise of stock options and the vesting of RSUs with its common shares. These settlements were either through newly issued common shares from treasury or through the purchase of common shares in the open market by the IMAX LTIP trustee. The following table summarizes the settlement of stock option and RSU transactions: Years Ended December 31, 2022 2021 2020 Stock options Issued from treasury — 41,613 — Plan trustee purchases — — — Total stock options exercised — 41,613 — RSUs Issued from treasury 596,277 531,629 42,982 Plan trustee purchases — 723 386,297 Shares withheld for tax withholdings 203,956 157,546 24,714 Total RSUs vested 800,233 689,898 453,993 (c) Share-Based Compensation The Company issues share-based compensation to eligible employees, directors, and consultants under the IMAX LTIP and the China LTIP, as summarized below. On June 3, 2020, the Company’s shareholders approved the IMAX LTIP at its Annual and Special Meeting. Awards under the IMAX LTIP may consist of stock options, RSUs, PSUs, and other awards. Stock options are no longer granted under the Company’s previously approved Stock Option Plan (“SOP”). For the year ended December 31, 2022, share-based compensation expense totaled $ 27.0 million (2021 — $ 25.6 million ; 2020 — $ 21.5 million ) and is reflected in the following accounts in the Consolidated Statements of Operations: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 Cost and expenses applicable to revenues $ 1,156 $ 1,490 $ 691 Selling, general and administrative expenses 25,438 23,776 20,652 Research and development 419 348 150 $ 27,013 $ 25,614 $ 21,493 As of December 31, 2022, the Company has reserved a total of 5,788,499 (December 31, 2021 — 5,807,445 ) common shares for future issuance under the IMAX LTIP. Of this amount, 3,604,739 common shares are reserved for the future exercise of stock options (December 31, 2021 — 3,736,157 ), 931,716 common shares are reserved for the future vesting of PSUs (December 31, 2021 — 613,405 ), and 1,252,044 common shares are reserved for the future vesting of RSUs (December 31, 2021 — 1,457,883 ). As of December 31, 2022, stock options in respect of 3,523,335 (December 31, 2021 — 3,488,107 ) common shares were vested and exercisable. IMAX LTIP and SOP Stock Options The Company’s policy is to issue new common shares from treasury or shares purchased in the open market to satisfy stock options which are exercised. The Company no longer intends to issue new stock option awards. The Company utilizes a Binomial Model to determine the fair value of stock option awards on the grant date. The fair value determined by the Binomial Model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the award, and actual and projected employee stock option exercise behaviors. The Binomial Model also considers the expected exercise multiple which is the multiple of exercise price to grant price at which exercises are expected to occur on average. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the Binomial Model best provides a fair measure of the fair value of the Company’s employee stock options. All stock option awards are granted at the fair market value of the Company’s common shares on the date of grant. The fair market value of a common share on a given date is based on the higher of the closing price of a common share on either: (i) the grant date or (ii) the most recent trading date if the grant date is not a trading date on the New York Stock Exchange (“NYSE”) or such national exchange as may be designated by the Company’s Board of Directors. The stock options vest within 4 years and expire 10 years or less from the date of grant. The SOP and IMAX LTIP provide for double-trigger accelerated vesting in the event of a change in control, as defined in each plan. The Company recorded the following expenses related to stock options issued to employees and directors under the IMAX LTIP and SOP: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 Stock option expense $ 572 $ 1,064 $ 1,847 For the year ended December 31, 2022, the Company’s Consolidated Statements of Operations includes an income tax benefit of $ 0.1 million related to stock option expense (2021 — $ 0.1 million ; 2020 — $ 0.1 million ). As of December 31, 2022, 2021, and 2020, unrecognized share-based compensation expense related to non-vested employee stock options is as follows: As of December 31, (In thousands of U.S. Dollars) 2022 2021 2020 Expense related to non-vested employee stock options $ 86 $ 662 $ 2,029 As of 2022, 2021, and 2020, unrecognized share-based compensation expense related to non-vested employee stock options is expected to be recognized over the following weighted-average periods: As of December 31, 2022 2021 2020 Weighted average period (in years) 0.2 1.1 1.8 During the years ended December 31, 2022, 2021 and 2020, the Company did not grant any stock options. The following table summarizes the stock option activity under the SOP and IMAX LTIP for the years ended December 31, 2022, 2021, and 2020: Weighted Average Exercise Number of Shares Price Per Share 2022 2021 2020 2022 2021 2020 Stock options outstanding, beginning of year 3,736,157 4,892,962 5,732,209 $ 26.61 $ 26.81 $ 26.82 Granted — — — — — — Exercised — ( 41,613 ) — — 21.23 — Forfeited ( 796 ) ( 88,934 ) ( 34,678 ) 22.49 22.49 22.49 Expired ( 126,569 ) ( 903,038 ) ( 786,086 ) 33.61 28.31 27.07 Cancelled ( 4,053 ) ( 123,220 ) ( 18,483 ) 27.92 26.68 27.97 Stock options outstanding, end of year 3,604,739 3,736,157 4,892,962 26.36 26.61 26.81 Stock options exercisable, end of year 3,523,335 3,488,107 4,311,761 26.45 26.93 27.30 As of December 31, 2022, 3,604,739 options outstanding included both fully vested and unvested options with a weighted average exercise price of $ 26.36 , an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 3.3 years. The intrinsic value of options exercised in 2022 was $nil (2021 — $ 0.1 million ; 2020 — $nil). IMAX LTIP Restricted Share Units RSUs have been granted to employees and directors under the IMAX LTIP. Each RSU represents a contingent right to receive a common share and is the economic equivalent of one common share. The grant date fair value of each RSU is equal to the share price of the Company’s stock at the grant date or the average closing price of the Company’s common stock for five days prior to the date of grant. For the years ended December 31, 2022, 2021, and 2020, the Company recorded the following expenses related to RSUs issued to employees and directors in the IMAX LTIP: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 RSU expenses $ 15,498 $ 15,555 $ 13,761 The Company’s actual tax expense realized for the tax deductions related to the vesting of RSUs was $ 0.9 million for the year ended December 31, 2022 (2021 — benefit of $ 0.6 million ; 2020 — benefit of $ 0.3 million ). The Company’s accrued liability for granted RSUs was $ 0.8 million as of December 31, 2022 (December 31, 2021 — $ 2.6 million ). Total share-based compensation expense related to non-vested RSUs not yet recognized and the weighted average period over which the awards are expected to be recognized are as follows: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 Expense related to non-vested RSUs not yet recognized $ 17,457 $ 15,913 $ 17,343 Weighted average period awards are expected to be recognized (in years) 1.5 1.6 1.9 The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the years ended December 31, 2022, 2021, and 2020: Number of Awards Weighted Average Grant Date Fair 2022 2021 2020 2022 2021 2020 RSUs outstanding, beginning of year 1,457,883 1,564,838 1,065,347 $ 19.16 $ 18.33 $ 23.17 Granted 708,313 831,123 1,050,385 19.31 21.03 15.35 Vested and settled ( 800,231 ) ( 689,872 ) ( 453,993 ) 19.10 19.46 22.71 Forfeited ( 113,921 ) ( 248,206 ) ( 96,901 ) 20.39 19.38 18.81 RSUs outstanding, end of year 1,252,044 1,457,883 1,564,838 19.16 19.16 18.33 Historically, RSUs granted under the IMAX LTIP have vested between immediately and three years from the grant date. In connection with the second amendment and restatement of the IMAX LTIP at the Company’s annual and special meeting of the shareholders on June 3, 2020, the IMAX LTIP plan retained the minimum one-year vesting period on future RSU grants, with a carve-out for an aggregate of no more than 5 % of the total number of common shares authorized for issuance under the plan that may vest on a shorter schedule. Vesting of the RSUs is subject to continued employment or service with the Company. The following table summarizes the number of RSUs issued from the carve-out balance: Approved under the June 3, 2020 amended and restated IMAX LTIP 885,000 Issued during previous years ( 482,912 ) Issued during 2022 ( 59,030 ) Outstanding, December 31, 2022 343,058 Restricted Share Units to Non-Employees During the years ended December 31, 2022, 2021 and 2020 , the Company did no t grant any stock options to non-employees. The Company did no t record any expenses for the year ended December 31, 2022 related to RSU grants issued to advisors and strategic partners of the Company (2021 ― $nil; 2020 ― $ 0.1 million). IMAX LTIP Performance Stock Units Summary In 2020, the Company expanded its share-based compensation program to include PSUs. The Company grants two types of PSUs awards, one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. At the conclusion of the three-year performance period, the number of PSUs that ultimately vest can range from 0 % to a maximum vesting opportunity of 175 % of the initial award, depending upon actual performance versus the established EBITDA and stock-price targets. The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common shares on the date of grant or the average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that considers the likelihood of achieving the TSR targets embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the requisite service period. The fair value determined by the Monte Carlo Model is affected by the Company’s share price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the fair value of the PSUs granted. The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made. For the years ended December 31, 2022, 2021, and 2020, the Company recorded the following expenses related to outstanding PSUs, which includes adjustments reflecting management’s estimate of the number of PSUs with EBITDA-based targets expected to vest: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 PSU expenses $ 8,306 $ 5,322 $ 2,563 The Company’s actual tax benefits realized for the tax deductions related to the vesting of PSUs was $nil for the year ended December 31, 2022 (2021 ― $nil; 2020 ― $nil). As of December 31, 2022 , total unrecognized share-based compensation expense related to unvested PSUs and the weighted average period over which the expense is expected to be recognized is $ 10.8 million and 1.8 years, respectively. The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP: Number of Awards Weighted Average Grant Date 2022 2021 2020 2022 2021 2020 PSUs outstanding, beginning of year 613,405 361,844 — $ 18.21 $ 15.68 $ — Granted 359,138 309,574 370,265 20.34 20.77 15.66 Forfeited ( 40,827 ) ( 58,013 ) ( 8,421 ) 19.90 16.11 4.84 PSUs outstanding, end of year 931,716 613,405 361,844 18.96 18.21 15.68 As of December 31, 2022 , the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,630,503 , assuming full achievement of the EBITDA and stock-price targets. China Long-Term Incentive Plan Each stock option (“China Option”), RSU, or PSU issued under the China LTIP represents an opportunity to participate economically in the future growth and value creation of IMAX China. In connection with the IMAX China IPO and in accordance with the China LTIP, IMAX China adopted a post-IPO share option plan and a post-IPO restricted stock unit plan. Pursuant to these plans, IMAX China has issued additional China Options, China LTIP Performance Stock Units (“China PSUs”), and China LTIP Restricted Share Units (“China RSUs”). For the years ended December 31, 2022, 2021, and 2020, share-based compensation expense related to China Options, China RSUs and China PSUs was as follows: Years Ended December 31, (In thousands of U.S. Dollars) 2022 2021 2020 Expense China Options $ 91 $ 285 $ 875 China RSUs 2,284 2,810 2,093 China PSUs 262 578 208 Total $ 2,637 $ 3,673 $ 3,176 In 2022, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by one year and recorded an associated expense of $ 0.1 million ( 2021 ― $ 0.1 million; 2020 ― $ 0.7 million). Issuer Purchases of Equity Securities On April 28, 2022 and July 28, 2022, the Company’s Board of Directors approved a 12-month extension to its share repurchase program through June 30, 2023 and an increase of $ 200.0 million in the share repurchase program, respectively. With the increase of $ 200.0 million, the Company's total share repurchase authority is $ 400.0 million under the current share repurchase program. As of December 31, 2022 , the Company has $ 193.4 million available under its approved repurchase program. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time. In 2022, the Company repurchased 5,401,852 (2021 ― 841,331 ) common shares at an average price of $ 15.19 per share (2021 ― $ 16.51 per share), for a total of $ 82.0 million (2021 ― $ 13.9 million ), excluding commissions, of which 140,000 were common shares (2021 ― nil ) where settlement occurred subsequent to December 31, 2022, at an average price of $ 14.45 per share, for a total of $ 2.0 million, excluding commissions. Subsequent to December 31, 2022 and through February 21, 2023, the Company completed repurchases through a 10b5-1 program of 109,477 shares at an average price of $ 14.87 per share, for a total cost of $ 1.6 million, excluding commissions. The following table summarizes the Company's share repurchases during the years ended December 31, 2022 and 2021: Total Number of Shares Repurchased Average Price Paid Per Share (in thousands of U.S. Dollars) 2022 2021 2022 2021 Shares repurchased 5,401,852 841,331 $ 15.19 $ 16.51 For the years ended December 31, 2022 and 2021 , there were no shares purchases in the administration of employee share based plans. As of December 31, 2022, the IMAX LTIP trustee held nil shares. Any shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Consolidated Balance Sheets. In 2021, IMAX China’s shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase shares of IMAX China not to exceed 10 % of the total number of issued shares as of May 6, 2021 ( 34,835,824 shares). This program expired on the date of the 2022 Annual General Meeting of IMAX China on June 23, 2022. During the 2022 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10 % of the total number of issued shares as of June 23, 2022 ( 34,063,480 shares). This program will be valid until the 2023 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any time. In 2022, IMAX China repurchased 2,961,800 (2021 ― 6,664,700 ) common shares at an average price of HKD 8.00 per share (U.S. $ 1.02 per share) for a total of HKD 23.7 million or U.S. $ 3.0 million (2021 ― HKD 11.68 per share or U.S. $ 1.50 per share, for a total of HKD 77.8 million or U.S. $ 10.0 million ). The change in non-controlling interest as a result of common shares repurchased by IMAX China is recorded within Non-Controlling Interest in the Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity. The difference between the consideration paid and the ownership interest obtained as a result of IMAX China share repurchases is recorded within Other Equity in the Consolidated Balance Sheets and the Consolidated Statements of Shareholders’ Equity (see Note 3(a)). The following table summarizes the IMAX China's share repurchases during the years ended December 31, 2022 and 2021: Total Number of Shares Repurchased Average Price Paid Per Share (in thousands of U.S. Dollars) 2022 2021 2022 2021 Shares repurchased 2,961,800 6,664,700 $ 1.02 $ 1.50 (d) Basic and Diluted Weighted Average Shares Outstanding The following table reconciles the denominator of the basic and diluted weighted average share computations: Years Ended December 31, (In thousands) 2022 2021 2020 Issued and outstanding, beginning of period 58,654 58,921 61,176 Weighted average number of shares (repurchased) issued, net ( 1,980 ) 205 ( 1,939 ) Weighted average number of shares outstanding - basic and diluted 56,674 59,126 59,237 For the year ended December 31, 2022, the calculation of diluted earnings per share excludes 4,523,121 (2021 and 2020 ― 6,131,792 and 6,999,667 , respectively) shares that are issuable upon the vesting of 637,120 RSUs (2021 and 2020 ― 1,457,883 and 1,564,838 , respectively), the vesting of 281,262 PSUs (2021 and 2020 ― 937,752 and 541,867 respectively), and the exercise of 3,604,739 stock options (2021 and 2020 ― 3,736,157 and 4,892,962 , respectively), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the year ended December 31, 2022 also excludes any shares potentially issuable upon the conversion of the Convertible Notes as the average market price of the Company’s common shares during the period of time they were outstanding was less than the conversion price of the Convertible Notes. (See Note 15(b).) (e) Statutory Surplus Reserve Pursuant to the corporate law of the People’s Republic of China (the “PRC”), entities registered in the PRC are required to maintain certain statutory reserves, which are appropriated from after-tax profits, after offsetting accumulated losses from prior years, before dividends can be declared or paid to equity holders. The Company’s PRC subsidiaries are required to appropriate 10 % of statutory net profits to statutory surplus reserves, upon distribution of their after-tax profits. The Company’s PRC subsidiaries may discontinue the appropriation of statutory surplus reserves when the aggregate sum of the statutory surplus reserve is more than 50 % of their registered capital. The statutory surplus reserve is non-distributable other than during liquidation and may only be used to fund losses from prior years, to expand production operations, or to increase the capital of the subsidiaries. In addition, the subsidiaries may make further contribution to the discretional surplus reserve using post-tax profits in accordance with resolutions of the Board of Directors. In 2021, one of the Company's PRC subsidiaries declared and paid dividends of RMB 131.6 million ($ 20.4 million). In the third quarter of 2021, upon passage of the requisite resolution of the Board of Directors, a statutory surplus reserve of RMB 36.4 million ($ 5.6 million) was recorded within Shareholders' Equity as an appropriation of the retained earnings of the Company's PRC subsidiaries, of which $ 3.9 million is attributable to the Company's common shareholders and $ 1.7 million is attributable to non-controlling shareholders. The statutory surplus reserve of RMB 36.4 million ($ 5.6 million) has reached 50 % of its PRC subsidiaries' registered capital. No additional statutory surplus reserve was recorded by the Company's PRC subsidiaries for the year ended December 31, 2022 . |