Capital Stock | 17. 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, 2023, 2022, and 2021 , the Company settled the exercise of stock options and the vesting of PSUs and 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, PSU and RSU transactions: Years Ended December 31, 2023 2022 2021 Stock options Issued from treasury — — 41,613 Total stock options exercised — — 41,613 PSUs Issued from treasury 233,306 — — Shares withheld for tax withholdings 135,296 — — Total PSUs vested 368,602 — — RSUs Issued from treasury 514,383 596,277 531,629 Plan trustee purchases — — 723 Shares withheld for tax withholdings 232,749 203,954 157,520 Total RSUs vested 747,132 800,231 689,872 (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, 2023, share-based compensation expense totaled $ 23.6 million (2022 — $ 27.0 million ; 2021 — $ 25.6 million ) and is reflected in the following accounts in the Consolidated Statements of Operations: Years Ended December 31, (In thousands of U.S. Dollars) 2023 2022 2021 Cost and expenses applicable to revenues $ 850 $ 1,156 $ 1,490 Selling, general and administrative expenses 22,534 25,438 23,776 Research and development 434 419 348 Exit costs, restructuring charges and associated impairments ( 267 ) — — $ 23,551 $ 27,013 $ 25,614 As of December 31, 2023, the Company has reserved a total of 5,538,873 (December 31, 2022 — 5,788,499 ) common shares for future issuance under the IMAX LTIP. Of this amount, 3,329,422 common shares are reserved for the future exercise of stock options (December 31, 2022 — 3,604,739 ), 922,621 common shares are reserved for the future vesting of PSUs (December 31, 2022 — 931,716 ), and 1,286,830 common shares are reserved for the future vesting of RSUs (December 31, 2022 — 1,252,044 ). As of December 31, 2023, 3,329,422 stock options in respect of common shares (December 31, 2022 — 3,523,335 ) 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. All stock options have been vested and expire 10 years or less from the date of the 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) 2023 2022 2021 Stock option expense $ 84 $ 572 $ 1,064 For the year ended December 31, 2023, the Company’s Consolidated Statements of Operations includes an income tax benefit of $ nil related to stock option expense (2022 — $ 0.1 million ; 2021 — $ 0.1 million ). As of December 31, 2023, 2022, and 2021, 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) 2023 2022 2021 Expense not yet recognized related to non-vested employee stock options $ — $ 86 $ 662 As of 2023, 2022, and 2021, 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, 2023 2022 2021 Weighted average period (in years) — 0.2 1.1 During the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022, and 2021: Weighted Average Exercise Number of Shares Price Per Share 2023 2022 2021 2023 2022 2021 Stock options outstanding, beginning of year 3,604,739 3,736,157 4,892,962 $ 26.36 $ 26.61 $ 26.81 Granted — — — — — — Exercised — — ( 41,613 ) — — 21.23 Forfeited — ( 796 ) ( 88,934 ) — 22.49 22.49 Expired ( 275,317 ) ( 126,569 ) ( 903,038 ) 27.95 33.61 28.31 Cancelled — ( 4,053 ) ( 123,220 ) — 27.92 26.68 Stock options outstanding, end of year 3,329,422 3,604,739 3,736,157 26.23 26.36 26.61 Stock options exercisable, end of year 3,329,422 3,523,335 3,488,107 26.23 26.45 26.93 As of December 31, 2023, 3,329,422 options outstanding included both fully vested and unvested options with a weighted average exercise price of $ 26.23 , an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 2.4 years. The intrinsic value of options exercised in 2023 was $ nil (2022 —$ nil ; 2021 — $ 0.1 million ). 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 share for five days prior to the date of grant. For the years ended December 31, 2023, 2022, and 2021, 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) 2023 2022 2021 RSU expenses $ 12,612 $ 15,498 $ 15,555 The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $ 0.8 million for the year ended December 31, 2023 (2022 — $ 0.9 million ; 2021 — $ 0.6 million ). The Company’s accrued liability for granted RSUs was $ 2.7 million as of December 31, 2023 (December 31, 2022 — $ 0.8 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) 2023 2022 2021 Expense not yet recognized related to non-vested RSUs $ 16,256 $ 17,457 $ 15,913 Weighted average period awards are expected to be recognized (in years) 1.7 1.5 1.6 The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the years ended December 31, 2023, 2022, and 2021: Number of Awards Weighted Average Grant Date Fair 2023 2022 2021 2023 2022 2021 RSUs outstanding, beginning of year 1,252,044 1,457,883 1,564,838 $ 19.16 $ 19.16 $ 18.33 Granted 900,199 708,313 831,123 17.82 19.31 21.03 Vested and settled ( 747,132 ) ( 800,231 ) ( 689,872 ) 18.65 19.10 19.46 Forfeited ( 118,281 ) ( 113,921 ) ( 248,206 ) 19.12 20.39 19.38 RSUs outstanding, end of year 1,286,830 1,252,044 1,457,883 18.53 19.16 19.16 Historically, RSUs granted under the IMAX LTIP have vested between immediately and three years from the grant date. On June 3 2020, t he IMAX LTIP was amended to require a minimum vesting period of one year 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 IMAX LTIP 1,030,000 Issued during previous years ( 541,942 ) Issued during 2023 ( 63,443 ) Outstanding, December 31, 2023 424,615 Restricted Share Units to Non-Employees During the years ended December 31, 2023, 2022 and 2021 , the Company did no t grant any restricted share units to non-employees. The Company did no t record any expenses for the year ended December 31, 2023 related to RSU grants issued to non-employees of the Company (2022 ― $ nil ; 2021 ― $ nil ). IMAX LTIP Performance Stock Units Summary The Company grants two types of PSUs awards, one which vests based on a combination of employee service and the achievement of certain Adjusted EBITDA targets and one which vests based on a combination of employee service and the achievement of total TSR targets. The achievement of the Adjusted 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 Adjusted EBITDA PSU award or 150 % of the initial TSR PSU award, depending upon actual performance versus the established Adjusted EBITDA and TSR targets, respectively. The grant date fair value of PSUs with Adjusted EBITDA 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 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 Adjusted EBITDA 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, 2023, 2022, and 2021, the Company recorded the following expenses related to outstanding PSUs, which includes adjustments reflecting management’s estimate of the number of PSUs with Adjusted EBITDA targets expected to vest: Years Ended December 31, (In thousands of U.S. Dollars) 2023 2022 2021 PSU expenses $ 7,859 $ 8,306 $ 5,322 The Company’s actual tax benefits realized for the tax deductions related to the vesting of PSUs was $ 0.3 million for the year ended December 31, 2023 (2022 ― $ nil ; 2021 ― $ nil ). Total share-based compensation expense related to non-vested PSUs 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) 2023 2022 2021 Expense not yet recognized related to non-vested PSUs $ 10,907 $ 10,800 $ 9,254 Weighted average period awards are expected to be recognized (in years) 1.8 1.8 1.8 The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP: Number of Awards Weighted Average Grant Date 2023 2022 2021 2023 2022 2021 PSUs outstanding, beginning of year 931,716 613,405 361,844 $ 18.96 $ 18.21 $ 15.68 Granted (1) 585,602 359,138 309,574 17.69 20.34 20.77 Vested and settled (1) ( 368,602 ) — — 16.92 — — Forfeited (2) ( 226,095 ) ( 40,827 ) ( 58,013 ) 18.19 19.90 16.11 PSUs outstanding, end of year (3) 922,621 931,716 613,405 19.16 18.96 18.21 (1) For the year ended December 31, 2023, the balance of shares granted includes 157,963 additional shares, at a weighted average grant date fair value per share of $ 16.92 , as PSUs granted in 2020 with Adjusted EBITDA targets vested at 175 % on account of full achievement of the targets. (2) Forfeited PSUs include the TSR awards issued in 2020 which did not vest as the market condition was not satisfied. The Company recorded an expense of $ 1.5 million associated with these 104,633 shares that were not adjusted at the time of forfeiture. (3) Outstanding PSUs include the TSR awards issued in 2021 which are not anticipated to vest. The Company recorded an expense of $ 1.5 million associated with these 68,850 shares that will not be adjusted at the time of forfeiture. As of December 31, 2023, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,591,329 , assuming full achievement of the Adjusted EBITDA and TSR 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, 2023, 2022, and 2021, 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) 2023 2022 2021 Expense China Options $ 12 $ 91 $ 285 China RSUs 2,337 2,284 2,810 China PSUs 647 262 578 Total $ 2,996 $ 2,637 $ 3,673 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). No such charges were incurred in 2023. Issuer Purchases of Equity Securities On June 12, 2017, the Company announced that the Board of Directors approved a $ 200.0 million share repurchase program for its common shares that would have initially expired on June 30, 2020 , which was subsequently extended and increased in the total share repurchase authority to $ 400.0 million. In 2023, the Company’s Board of Directors approved a 36-month extension to its share repurchase program through June 30, 2026. As of December 31, 2023, the Company has $ 167.0 million authorized for repurchase 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 2023, the Company repurchased 1,604,420 (2022 ― 5,401,852 ) common shares at an average price of $ 16.45 per share (2022 ― $ 15.19 per share), for a total of $ 26.4 million (2022 ― $ 82.0 million ), excluding commissions, of which 108,393 w ere common shares (2022 ― 140,000 ) where settlement occurred subsequent to December 31, 2023, at an average price of $ 14.98 per share for a total of $ 1.6 million, excluding commissions. The followin g table summarizes the Company’s share repurchases during the years ended December 31, 2023 and 2022: Total Number of Shares Repurchased Average Price Paid Per Share (in thousands of U.S. Dollars) 2023 2022 2023 2022 Shares repurchased 1,604,420 5,401,852 $ 16.45 $ 15.19 For the years ended December 31, 2023 and 2022 , there were no shares purchases in the administration of employee share based plans. As of December 31, 2023, 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 2022, IMAX China’s shareholders granted its Board of Directors (“IMAX China Board”) a general mandate authorizing the IMAX China Board, subject to applicable laws, to repurchase 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 expired on the date of the 2023 Annual General Meeting of IMAX China on June 7, 2023. During the 2023 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10 % of the total number of shares as of June 7, 2023 ( 33,959,314 shares). This program will be valid until the 2024 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 2023, IMAX China repurchased 16,800 (2022 ― 2,961,800 ) common shares at an average price of HKD 7.11 per share (U.S. $ 0.91 per share) for a total of HKD 0.1 million or less than U.S. $ 0.1 million (2022 ― HKD 8.0 per share or U.S. $ 1.02 per share, for a total of HKD 23.7 million or U.S. $ 3.0 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 2(a)). The following table summarizes the IMAX China’s share repurchases during the years ended December 31, 2023 and 2022: Total Number of Shares Repurchased Average Price Paid Per Share (in thousands of U.S. Dollars) 2023 2022 2023 2022 Shares repurchased 16,800 2,961,800 $ 0.91 $ 1.02 (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) 2023 2022 2021 Issued and outstanding, beginning of period 54,149 58,654 58,921 Weighted average number of shares issued (repurchased) , net 161 ( 1,980 ) 205 Weighted average number of shares outstanding - basic and diluted 54,310 56,674 59,126 Weighted average effect of potential common shares, if dilutive 836 — — Weighted average number of shares outstanding - diluted 55,146 56,674 59,126 For the year ended December 31, 2023, the calculation of diluted earnings per share excludes 3,380,142 (2022 ― 4,523,121 ; 2021 ― 6,131,792 ) shares that are issuable upon the vesting of 18,877 RSUs (2022 ― 637,120 ; 2021 ― 1,457,883 ), the vesting of 31,843 PSUs (2022 ― 281,262 ; 2021 ― 937,752 ), and the exercise of 3,329,422 stock options (2022 ― 3,604,739 ; 2021 ― 3,736,157 ), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the year ended December 31, 2023 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. (Refer to Note 14(b).) (e) Statutory Surplus Reserve Pursuant to the corporate law of 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 contribution when the 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. The statutory surplus reserve of RMB 36.4 million ($ 5.6 million) has reached 50 % of its PRC subsidiaries’ registered capital, as such no further contributions to the reserve are required. |