Capital Stock | 12. Capital Stock Stock-Based Compensation The compensation costs recorded in the condensed consolidated statements of operations for the Company’s stock-based compensation plans were $ 7.7 million and $ 22.5 million for the three and nine months ended September 30, 2016 , respectively ( 2015 —$ 4.3 million and $ 14.9 million, respectively). As at September 30, 2016 , the Company has reserved a total of 12,467,960 (December 31 , 2015 — 7,023,258 ) common shares for future issuance under the Company’s Stock Option Plan (“SOP”) and the IMAX Corporation Amended and Restated Long-Term Incentive Plan (“IMAX LTIP”). Of the common shares reserved for issuance, there are options in respect of 5,473,673 common shares and restricted share units (“RSUs”) in respect of 1,140,138 common sha res outstanding at September 30, 2016 . At September 30, 2016 , options in respect of 3,924,432 common shares were vested and exercisable. Stock Option Plan The Company recorded an expense of $ 3.4 million and $ 9.4 million for the three and nine months ended September 30, 2016 , respectively ( 2015 — $ 2.3 million and $ 8.4 million, respectively) related to stock option grants issued to employees and direc tors in the IMAX LTIP and SOP plans. An income tax benefit is recorded in the condensed consolidated statements of operations of $ 0.9 million and $ 2.4 million for the three and nine months ended September 30, 2016 , respectively ( 2015 —$ 0.5 million and $ 1.8 million, respectively), for these costs. The weighted average fair val ue of all stock options granted to employees and directors for the three and nine months ended September 30, 2016 at the grant date was $ 7.80 and $ 8.16 per share, respectively ( 2015 — n/a and $ 8.07 per share, respectively). The following assumptions were used to estimate the average fair value of t he stock options: Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Average risk-free interest rate 1.44% n/a 1.67% 1.97% Expected option life (in years) 4.44 - 4.88 n/a 4.44 - 5.24 3.55 - 5.76 Expected volatility 30% n/a 30% 30% Dividend yield 0% n/a 0% 0% Stock options to Non-Employees There were no common share options issued to non-employees during the three and nine months ended September 30, 2016 and 2015 . As at September 30, 2016 , non-employee stock options outstanding amounted to 28,750 stock options ( 2015 — 39,500 ) with a weighted average exercise price of $ 26.90 per share ( 2015 — $ 26.78 per share ). 26,950 stock options ( 2015 — 21,525 ) were exercisable with an average weighted exercise price of $ 26.97 per share ( 2015 — $ 26.34 per share ) and the vested stock options have an aggregate intrinsic value of $ 0.1 million ( 2015 — $ 0.2 million). For the three and nine months ended September 30, 2016 , the Company recorded an expense of less than $0.1 million and a recovery less than $0.1 million, respectively ( 2015 — expense of less than $0.1 million and $ 0.1 million, respectively) to cost and expenses re lated to revenues – services and selling, general and administrative expenses related to the non-employee stock options. Included in accrued liabilities is an accrual of less than $0.1 million for non-employee stoc k options (December 31, 2015 — less than $0.1 million). China Long Term Incentive Plan (“China LTIP”) The China LTIP was adopted by IMAX China Holding, Inc. (“IMAX China”), a subsidiary of the Company, in October 2012. Each stock option (“China Option”), RSU or cash settled share-based payment (“CSSBP”) issued under the China LTIP represents an opportunity to participate economically in the future growth and value creation of IMAX China. Prior to the in itial public offering of IMAX China on October 8, 2015 (the “IMAX China IPO”), the China Options and CSSBPs issued by IMAX China operated in tandem with options granted to certain employees of IMAX China under the Company’s SOP and the IMAX LTIP (“Tandem O ptions”). During 2015, no Tandem Options were granted in conjunction with China Options or CSSBPs. Immediately prior to the IMAX China IPO, there were 186,446 outstanding and unvested Tandem Options issued under the Company’s SOP and IMAX LTIP with a weig hted average exercise price of $23.70 per share. The Tandem Options had a maximum contractual life of 7 years. The total fair value of the Tandem Options granted with respect to the China LTIP was $1.9 million. The Company was recognizing this expense over a 5 year period. Pursuant to their terms, upon the occurrence of a qualified initial public offering or upon a change in control on or prior to the fifth anniversary of the grant date, the 186,446 Tandem Options issued would forfeit immediately and the related charge would be reversed. As a result of the IMAX China IPO on October 8, 2015, the 186,446 Tandem Options with an average price of $23.70 per share were forfeited immediately. The Company recorded a recovery of $0.6 million in 2015 related to the forfeiture of Tandem Options issued under the Company’s SOP and IMAX LTIP. During the three and nine months ended September 30, 2015, the Company recorded an expense of $0.1 million and $0.3 million, respectively, related to the Tandem Options. The Company subsequently recognized an immediate charge related to the vesting of China Options and certain CSSBPs for China employees. The total fair value of the China Options and CSSBP awards granted with respect to the C hina LTIP was $3.9 million and $2.1 million, respectively. During the fourth quarter of 2015, a charge of $2.1 million and $1.4 million was recorded relating to the China Options and CSSBPs, respectively. The remaining charge will be recognized over the re lated requisite period. The CSSBPs represent the right to receive cash payments in an amount equal to a certain percentage of the excess of the total equity value of IMAX China based on the per share price in the IMAX China IPO over the strike price of the CSSBPs. The CSSBPs were issued in conjunction with the China LTIP, with similar terms and conditions as the China Options. The CSSBP awards are accounted as liability awards, however the fair value of the liability is fixed at the time of the initial publ ic offering. During the fourth quarter of 2015, a portion of the CSSBPs vested and were settled in cash for $1.0 million. 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 issued additional China Options and China LTIP Restricted Share Units (“China RSUs”) during the nine months ended September 30, 2016 . No addi tional China Options and China RSUs were issued for the three months ended September 30, 2016 . During the three and nine months ended September 30, 2016 , the Company recorded an expense related to the China Options, China RSUs and CSSBPs of $0.2 million and $0.7 million, $0.1 million and $0.4 million and $0.1 million and $0.3 million, respectively. The liability recognized with respect to the CSSBPs a s at September 30, 2016 was $0.7 million (December 31, 2015 — $0.4 million). Stock Option Summary The following table summarizes certain information in respect of option activity under the SOP and IMAX LTIP for the nine month periods ended September 30 : Weighted Average Exercise Number of Shares Price Per Share 2016 2015 2016 2015 Options outstanding, beginning of period 4,805,244 5,925,660 $ 27.03 $ 24.24 Granted 984,452 871,431 31.49 31.56 Exercised (268,516) (1,231,964) 20.54 19.35 Forfeited (45,024) (45,474) 28.03 28.26 Cancelled (2,483) - 33.80 - Options outstanding, end of period 5,473,673 5,519,653 28.14 26.45 Options exercisable, end of period 3,924,432 3,195,836 27.34 25.14 The Company cancelled 2,483 stock options from its IMAX LTIP surrendered by a Company employee during the three and nine months ended September 30, 2016 , respectively ( 2015 – nil and nil, respectively). No stock options were cancelled from its SOP surrendered by Company employees during the three and nine months ended September 30, 2016 and 2015 . As at September 30, 2016 , options that are exercisable have an intrinsic value of $ 9.7 million and a weighted average remaining contractual life of 3.9 years. The intrinsic value of options exercised in the three and nine months ended September 30, 2016 was $ 0.5 million and $ 3.2 million, respectively ( 2015 — $ 1.2 million and $ 21.4 million, respectively). Restricted Share Units RSUs have been granted to employees, consultants and directo rs under the IMAX LTIP. Each RSU represents a contingent right to receive one 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. The C ompany recorded an expense of $ 3.9 million and $ 11.6 million for the three and nine months ended September 30, 2016 , respectively ( 2015 — $ 1.9 million and $ 6.2 million, respectively), related to RSU grants issued to employees and directors in the plan. In addition, the Company recorded an expense of $nil and $nil for the three an d nine months ended September 30, 2016 , respectively ( 2015 — less than $0.1 million and less than $0.1 mill ion, respectively), related to RSU grants issued to certain advisors and strategic partners of the Company. During the three and nine months ended September 30, 2016 , in connection with the vesting of RSUs, the Co mpany settled 27,416 and 271,032 , respectively ( 2015 — 32,345 and 192,077 , respectively) common shares to IMAX LTIP participa nts, of which 21,871 and 50,167 , respectively ( 2015 — nil and 21,709 , respectively) common shares, net of shares withheld for tax withholdings of 5,328 and 8,836 , respectively (2015 — 5,763 and 5,981 , respectively) were issued from treasury and 217 and 212,029 , respectively ( 2015 — 26,582 and 164,387 , respectively) common shares were settled through the open market purchases by the IMAX LTIP trus tee. Total stock-based compensation expense related to non-vested RSUs not yet recognized at September 30, 2016 and the weighted average period over which the awards are expected to be recog nized is $ 26.8 million and 2.4 years, respectively ( 2015 — $ 16.4 million and 3.0 years, respectively). The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $ 0.3 million and $ 2.6 million for the three and nine months ended September 30, 2016 , respectively ( 2015 — $ 0.4 million and $ 2.0 million, respectively). Historically, RSUs granted under t he IMAX LTIP have vested between immediately and four years from the grant date. In connection with the amendment and restatement of the IMAX LTIP at the Company’s annual and special meeting of shareholders on June 6, 2016, the IMAX LTIP plan was amended t o impose a minimum one-year vesting period on future RSU grants, with a carve-out for 300,000 RSUs 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 cert ain information in respect of RSU activity under the IMAX LTIP for the nine months ended September 30 : Number of Awards Weighted Average Grant Date Fair Value Per Share 2016 2015 2016 2015 RSUs outstanding, beginning of period 973,637 595,834 $ 32.27 $ 27.13 Granted 465,968 337,557 31.70 34.39 Vested and settled (271,032) (192,077) 29.30 28.93 Forfeited (28,435) (19,499) 30.78 29.37 RSUs outstanding, end of period 1,140,138 721,815 32.78 29.99 As at September 30, 2016 , the IMAX LTIP trustee held 176 shares purchased for less than $0.1 million in the open market to be issued upon the s ettlement of RSUs. The shares held with the trustee are recorded at cost and are reported as a reduction against capital stock on the condensed consolidated balance sheet. Issuer Purchases of Equity Securities On June 16, 2014 , the Company’s board of directors approved a new $150.0 million share repurchase program for shares of the Company’s common stock, which program was amended on April 20, 2016 to increase the aggregate purchase allowance to $200.0 million. Purchases under the program commenced during the third quarter of 2014, and the program expires on June 30, 2017. The repurchases may be made either in the open market or through private transactions, subject to market conditions, applicable legal requirements and other r elevant 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. During the three and nine months ended September 30, 2016 , the Company repurchased 500,000 and 3,290,512 common shares, respectively ( 2015 — 1,000,000 and 1,000,000 common shares, respectively), at an average price of $ 29.32 and $ 30.48 per share, respectively ( 2015 — $34.25 and $34.25 per share, respectively). The retired shares were purchased for $ 14.7 million and $ 100.4 million, respectively ( 2015 — $34.3 million and $34.3 million, respectively). The average carrying value of the stock retired was deducted from common stock and the remaini ng excess over the average carrying value of stock was charged to accumulated deficit. The total number of shares purchased during the three and nine months ended September 30, 2016 does not include any shares pu rchased in the administration of employee share-based compensation plans (which amounted to nil and 249,657 common shares, respectively, at an average price of $nil and $33.55 per share, respectively). Canadian Securities Law Matters The Company has rec eived an exemption decision issued by the Ontario Securities Commission, dated April 1, 2016, for relief from the formal issuer bid requirements under Canadian securities laws. The exemption decision permits the Company to repurchase up to 10% of its outst anding common shares in any twelve-month period through the facilities of the New York Stock Exchange (“NYSE”) under repurchase programs that the Company may implement from time to time. The Canadian securities laws regulate an issuer’s ability to make rep urchases of its own securities. The Company sought the exemption so that it can make repurchases under its repurchase programs in excess of the maximum allowable in reliance on the existing “other published markets” exemption from the formal issuer bid r equirements available under Canadian securities laws. The “other published markets” exemption caps the Company’s ability to repurchase its securities through the facilities of the NYSE at 5% of the issuer’s outstanding securities during any 12-month period . The conditions of the exemption decision are as follows: (i) any repurchases made in reliance on the exemption decision must be permitted under, and part of repurchase programs established and conducted in accordance with, U.S. securities laws and NYSE rules, (ii) the aggregate number of common shares acquired in reliance on the exemption decision by the Company and any person or company acting jointly or in concert with the Company within any 12 months does not exceed 10% of the outstanding common shar es at the beginning of the 12-month period, (iii) the common shares are not listed and posted for trading on an exchange in Canada, (iv) the exemption decision applies only to the acquisition of common shares by the Company within 36 months of the date of the decision, and (v) prior to purchasing common shares in reliance on the exemption decision, the Company discloses the terms of the exemption decision and the conditions applicable thereto in a press release that is issued on SEDAR and includes such lang uage as part of the news release required to be issued in accordance with the “other published markets exemption” in respect of any repurchase program that may be implemented by the Company. Impact of Stock-based Compensation Accounting Standard Update ASU 2016-09, related to stock-based compensation, was issued in March 2016 and early adopted in June 2016. ASU 2016-09 eliminates the requirement to estimate and apply a forfeiture rate to reduce stock compensation expense during the vesting period and, in stead, account for forfeitures as they occur. ASU 2016-09 requires that this change be adopted using the modified retrospective approach. The impact from the adoption of the provisions related to forfeiture rates was reflected on a modified retrospective b asis resulting in a balance sheet reclass of $4.4 million decrease to Accumulated earnings, $0.9 million increase to Deferred income taxes and $5.3 million increase to Other equity. An increase in APIC and a reduction in stock-based compensation expense of $2.7 million for the nine month period ended September 30, 2016 was also recorded. Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the condensed consolidated statement of cash flows. The Company is r equired to present excess tax benefits as an operating activity on the condensed consolidated statement of cash flows, which is where the Company previously classified these items. ASU 2016-09 also requires the presentation of employee taxes as a financing activity on the condensed consolidated statement of cash flows. This change was reflected in the condensed consolidated statement of cash flows retrospectively. See Notes 2 and 11 for further discussion of the impact from the adoption of ASU 2016-09. Inc ome Per Share Reconciliations of the numerator and denominator of the basic and diluted per-share computations are comprised of the following: Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Net income attributable to common shareholders $ 2,525 $ 8,610 $ 19,843 $ 33,351 Less: Accretion charges associated with redeemable common stock - (263) - (747) Net income applicable to common shareholders $ 2,525 $ 8,347 $ 19,843 $ 32,604 Weighted average number of common shares (000's): Issued and outstanding, beginning of period 67,067 70,152 69,673 68,988 Weighted average number of shares issued (repurchased) during the period 23 (453) (1,620) 594 Weighted average number of shares used in computing basic income per share 67,090 69,699 68,053 69,582 Assumed exercise of stock options and RSUs, net of shares assumed repurchased 656 1,161 668 1,520 Weighted average number of shares used in computing diluted income per share 67,746 70,860 68,721 71,102 The calculation of diluted earnings per share excludes 2,570,983 and 2,834,896 shares, respectively that are issuable upon the vesting of 19,530 and 283,443 RSUs, respectively and the exercise of 2,551,453 and 2,551,453 stock options, respectively for the three and nine months ended September 30, 2016 , as the impact would be antidilutive. The calculation of diluted earnings per share excludes 1,473,950 and 1,067,859 shares, respectively that are issuable upon the vesting of nil and 61,534 RSUs, respectively and the exercise of 1,473,950 and 1,006,325 stock options, respectively for the three and nine months ended September 30, 2015 , as the impact would be antidilutive. As part of the adoption of ASU 2016-09, the excess tax benefit is no longer included in the calculation of diluted shares under the treasury stock method. This has been applied prospectively. Shareholder’s Equity Attributable to Common Shareholders The following summarizes the movement of Shareholders’ Equity attributable to common shareholde rs for the nine months ended September 30, 2016 : Balance as at December 31, 2015 $ 624,791 Net income attributable to common shareholders 19,843 Adjustments to capital stock: Cash received from the issuance of common shares 5,514 Issuance of common shares for vested RSUs 1,121 Fair value of stock options exercised at the grant date 2,104 Average carrying value of repurchased and retired common shares (21,220) Share held in treasury (6) Adjustments to other equity: Employee stock options granted 10,092 Non-employee stock options granted and vested 30 Fair value of stock options exercised at the grant date (2,104) RSUs granted 12,242 RSUs vested (8,793) Stock exercised from treasury shares (1,216) Cash received from the issuance of common shares in excess of par value 1,682 Adjustments to accumulated deficit: Common shares repurchased and retired (79,158) Adjustments to accumulated other comprehensive loss: Unrealized net gain from cash flow hedging instruments 1,865 Realization of cash flow hedging net loss upon settlement 2,565 Foreign currency translation adjustments (434) Amortization of actuarial loss on postretirement benefit plan 51 Tax effect of movement in other comprehensive income (1,166) Balance as at September 30, 2016 $ 567,803 |