Capital Stock | 13. Capital Stock Stock-Based Compensation Compensation costs recorded in the condensed consolidated statements of operations for the Company’s stock-based compensation plans were $ 6.0 million and $ 18.2 million for the three and nine months ended September 30, 2017 , respectively ( 2016 — $ 7.7 million and $ 22.5 million, respectively). The following reflects the stock-based compensation expense recorded to the respective financial statement line items in the following respective periods: Three Months Ended Nine Months Ended September 30, 2017 September 30, 2017 Cost and expenses applicable to revenues $ 380 $ 1,120 Selling, general and administrative expenses 5,198 16,196 Research and development 165 480 Exit costs, restructuring charges and associated impairments 299 372 $ 6,042 $ 18,168 As at September 30, 2017 , the Company has reserved a total of 11,000,149 (December 31, 2016 — 12,012,572 ) 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 5,241,065 common shares and restricted share units (“RSUs”) in respect of 1,156,897 common shares outstanding at September 30, 2017 . At September 30, 2017 , options in respect of 4,011,217 common shares were vested and exercisable. The Company early adopted ASU 2016-09, related to stock-based compensation, 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, instead, account for forfeitures as they occur. ASU 2016-09 also requires the presentation of employee taxes as a financing activity on the condensed consolidated statement of cash flows. Stock Option Plan and IMAX LTIP The Company recorded an expense of $ 0.9 million and $ 3.3 million for the three and nine months ended September 30, 2017 , respectively ( 2016 — expense of $ 3.4 million and $ 9.4 million, respectively) related to stock option grants issued to employees and directors in the IMAX LTIP and SOP plans. An income tax benefit is recorded in the condensed consolidated statements of operations of $ 0.3 million and $ 1.0 million for the three and nine months ended September 30, 2017 , respectively ( 2016 — $ 0.9 million and $ 2.4 million, respectively), for these costs. The weighted average fair value of all stock options granted to employees and directors for the three and nine months ended September 30, 2017 at the grant date was $ 6.15 and $ 8.32 per share, respectively ( 2016 — $ 7.80 and $ 8.16 per share, respectively). The following assumptions were used to estimate the average fair value of the stock options: Three Months Nine Months Ended September 30, Ended September 30, 2017 2016 2017 2016 Average risk-free interest rate 2.14% 1.44% 2.34% 1.67% Expected option life (in years) 4.83-5.08 4.44 - 4.88 4.71 - 5.83 4.44 - 5.24 Expected volatility 30% 30% 30% 30% Dividend yield 0% 0% 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, 2017 and 2016 , respectively. There were no non-employee stock options outstanding as at September 30, 2017 . As at September 30, 2016 , there were 28,750 stock options outstanding with a weighted average exercise price of $ 26.90 per share. 26,950 stock options were exercisable with an average weighted exercise price of $ 26.97 per share and the vested stock options have an aggregate intrinsic value of $ 0.1 million. For the three and nine months ended September 30, 2017 , the Company recorded an expense of $nil and less than $0.1 million, respectively ( 2016 — expense of less than $0.1 million and recovery less than $0.1 million, respectively) to selling, general and administrative expenses related to the non-employee stock options. There were no liabilities accrued for non-employee stock options as at September 30, 2017 (December 31, 2016 — 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. 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”) for the nine months ended September 30, 2017 . During the three months ended September 30, 2017 , the Company recorded an expense related to the China Options, China RSUs and CSSBPs of $0.3 million, $0.7 million and $0.1 million, respectively (2016 — $0.2 million, $0.7 million and $0.1 million, respectively). During the nine months ended September 30, 2017 , the Company recorded an expense related to the China Options, China RSUs and CSSBPs of $0.9 million, $0.9 million and $0.3 million, respectively (2016 — $0.4 million, $0.1 million and $0.3 million, respectively). The liability recognized with respect to the CSSBPs as at September 30, 2017 was $0.5 million (December 31, 2016 — $0.3 million). Stock Option Summary The following table summarizes certain information in respect of option activity under the SOP and IMAX LTIP for the nine months ended September 30 : Weighted Average Exercise Number of Shares Price Per Share 2017 2016 2017 2016 Options outstanding, beginning of period 5,190,542 4,805,244 $ 28.35 $ 27.03 Granted 854,764 984,452 30.07 31.49 Exercised (658,341) (268,516) 21.90 20.54 Forfeited (95,375) (45,024) 32.41 28.03 Expired (22,269) - 37.08 - Cancelled (28,256) (2,483) 30.65 33.80 Options outstanding, end of period 5,241,065 5,473,673 29.32 28.14 Options exercisable, end of period 4,011,217 3,924,432 28.94 27.34 The Company cancelled 28,256 stock options from its IMAX LTIP or SOP surrendered by Company employees during the three and nine months ended September 30, 2017 ( 2016 - 2,483 during the three and nine months ended). As at September 30, 2017 , options that are exercisable have an intrinsic value of $ 0.3 million and a weighted average remaining contractual life of 4.4 years. The intrinsic value of options exercised in the three and nine months ended September 30, 2017 was $nil million and $ 6.8 million, respectively ( 2016 — $ 0.5 million and $ 3.2 million, respectively). Restricted Share Units RSUs have been granted to employees, consultants and directors 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 Company recorded an expense of $ 4.1 million and $ 12.7 million for the three and nine months ended September 30, 2017 , respectively ( 2016 — expense of $ 3.9 million and $ 11.6 million, respectively), related to RSU grants issued to employees and directors in the plan. The Company did not issue any RSU grants to certain advisors and strategic partners of the Company during the nine months ended September 30, 2017 and 2016 . During the three and nine months ended September 30, 2017 , in connection with the vesting of RSUs, the Company settled 63,711 and 316,278 , respectively ( 2016 — 27,416 and 271,032 , respectively) common shares to IMAX LTIP participants, of which nil and 7,127 , respectively ( 2016 — 21,871 and 50,167 , respectively) common shares, net of shares withheld for tax withholdings of 18,177 and 24,478 , respectively ( 2016 — 5,328 and 8,836 , respectively) were issued from treasury. Common shares settled through the open market purchases by the IMAX LTIP trustee were 45,534 and 284,673 respectively ( 2016 — 217 and 212,029 , respectively). Total stock-based compensation expense related to non-vested RSUs not yet recognized at September 30, 2017 and the weighted average period over which the awards are expected to be recognized is $ 26.7 million and 2.3 years, respectively ( 2016 — $ 26.8 million and 2.4 years, respectively). The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $ 0.3 million and $ 2.7 million, respectively for the three and nine months ended September 30, 2017 ( 2016 — $ 0.3 million and $ 2.6 million, respectively). Historically, RSUs granted under the 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 to 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. During 2017, 46,613 RSUs (2016 – 39,726 RSUs) with a vesting period of less than one year were issued from the remaining carve-out balance of 260,274 RSUs leaving a balance of 213,661 RSUs at September 30, 2017. There were no RSUs issued from the carve-out balance in the third quarter. Vesting of the RSUs is subject to continued employment or service with the Company. The following table summarizes certain 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 2017 2016 2017 2016 RSUs outstanding, beginning of period 1,124,180 973,637 $ 33.01 $ 32.27 Granted 460,362 465,968 30.54 31.70 Vested and settled (316,278) (271,032) 30.46 29.30 Forfeited (111,367) (28,435) 31.99 30.78 RSUs outstanding, end of period 1,156,897 1,140,138 32.90 32.78 Issuer Purchases of Equity Securities During the three and nine months ended September 30, 2017 , the Company repurchased nil and 1,736,150 common shares, respectively (2016 – 500,000 and 3,290,512 , respectively) at an average price of $nil and $26.57 per share, respectively (2016 – $ 29.32 and $ 30.48 per share, respectively). The repurchases in the first half of 2017 exhausted the remaining allowance of $46.1 million under the previously announced $200.0 million share repurchase program. The average carrying value of the stock retired was deducted from common stock and the remaining excess over the average carrying value of stock was charged to accumulated deficit. On June 12, 2017, the Company announced that its Board of Directors approved a new $200.0 million share repurchase program for shares of the Company’s common stock. The share repurchase program expires on June 30, 2020. The repurchases may be made either in the open market or through private transactions, 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. There were no repurchases of shares under the new share repurchase program in the third quarter. The total number of shares purchased during the three and nine months ended September 30, 2017 does not include any shares purchased in the administration of employee share-based compensation plans which amounted to nil and 604,036 , respectively ( 2016 — nil and 249,657 , respectively) common shares, at an average price of $nil and $ 32.32 per share, respectively ( 2016 — $nil and $ 33.55 per share, respectively). As at September 30, 2017 , the IMAX LTIP trustee held 137,240 (December 31, 2016 — 66,093) shares purchased for $4.4 million (December 31, 2016 — $2.0 million) in the open market to be issued upon the settlement of RSUs and stock options. The shares held with the trustee are recorded at cost and are reported as a reduction against capital stock in the condensed consolidated balance sheet. Canadian Securities Law Matters The Company has received 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 outstanding 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 repurchases 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 requirements 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 shares 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 language 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. Net (Loss) Income 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, 2017 2016 2017 2016 Net (loss) income applicable to common shareholders $ (850) $ 2,525 $ (2,487) $ 19,843 Weighted average number of common shares (000's): Issued and outstanding, beginning of period 64,723 67,067 66,160 69,673 Weighted average number of shares repurchased during the period 13 23 (536) (1,620) Weighted average number of shares used in computing basic income per share 64,736 67,090 65,624 68,053 Assumed exercise of stock options and RSUs, net of shares assumed repurchased 67 656 210 668 Weighted average number of shares used in computing diluted income per share 64,803 67,746 65,834 68,721 The calculation of diluted earnings per share excludes 6,230,891 and 5,181,485 shares, respectively that are issuable upon the vesting of 1,075,439 and 710,843 , RSUs, respectively and the exercise of 5,155,452 and 4,470,642 stock options, respectively for the three and nine months ended September 30, 2017 , as the impact would be antidilutive. 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. 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. Shareholder’s Equity Attributable to Common Shareholders The following summarizes the movement of Shareholders’ Equity attributable to common shareholders for the nine months ended September 30, 2017 : Balance as at December 31, 2016 $ 562,012 Net loss attributable to common shareholders (2,487) Adjustments to capital stock: Cash received from the issuance of common shares 14,419 Issuance of common shares for vested RSUs, net 273 Fair value of stock options exercised at the grant date 3,444 Average carrying value of repurchased and retired common shares (11,884) Share held in treasury (2,446) Adjustments to other equity: Employee stock options granted 4,216 Non-employee stock options granted and vested 17 Fair value of stock options exercised at the grant date (3,444) RSUs granted 13,621 RSUs vested (9,797) Stock exercised from treasury shares (8,393) Adjustments to accumulated deficit: Retrospective adjustment related to intra-entity transfers (notes 2 and 12) (8,314) Common shares repurchased and retired (34,256) Adjustments to accumulated other comprehensive loss: Unrealized net gain from cash flow hedging instruments 2,451 Realization of cash flow hedging net loss upon settlement (533) Foreign currency translation adjustments 1,938 Tax effect of movement in other comprehensive income (502) Balance as at September 30, 2017 $ 520,335 |