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) Changes D uring the Year During the years ended December 31, 2020, 2019 and 2018, 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 Long-Term Incentive Plan trustee. The following table summarizes the settlement of stock option and RSU transactions: Years Ended December 31, (Cash proceeds in thousands of U.S. Dollars) 2020 2019 2018 Stock options Issued from treasury — 19,088 12,750 Plan trustee purchases — 67,840 — Total stock options exercised — 86,928 12,750 Cash proceeds from stock option exercises $ — $ 1,752 $ 218 RSUs Issued from treasury 42,982 — — Plan trustee purchases 386,297 404,719 462,137 Shares withheld for tax withholdings 24,714 29,577 72,056 Total RSUs vested 453,993 434,296 534,193 (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 previous approved Stock Option Plan (“SOP”). For the year ended December 31, 2020, compensation costs recorded in the Consolidated Statements of Operations for the Company’s share-based compensation plans were $21.5 million (2019 — $22.8 million; 2018 —$22.6 million). The following reflects the share-based compensation expense recorded to the respective financial statement line items: Years Ended December 31, (In thousands of U.S. Dollars) 2020 2019 2018 Cost and expenses applicable to revenues $ 691 $ 1,709 $ 1,657 Selling, general and administrative expenses 20,652 20,750 20,102 Research and development 150 371 452 Executive transition costs — — 320 Exit costs, restructuring charges and associated impairments — — 54 $ 21,493 $ 22,830 $ 22,585 For the year ended December 31, 2020, there was a decrease in share-based compensation expenses allocated to Costs and Expenses Applicable to Revenues and Research and Development, when compared to 2019, due to the lower level of revenue generating and research activities during the COVID-19 global pandemic. As of December 31, 2020, the Company has reserved a total of 15,486,807 (December 31, 2019 — 8,944,999) common shares for future issuance under the IMAX LTIP. Of this amount, 4,892,962 common shares are reserved for the future exercise of stock options (December 31, 2019 — 5,732,209), 361,844 common shares are reserved for the future vesting of PSUs (December 31, 2019 — nil), and 1,564,838 common shares are reserved for the future vesting of RSUs (December 31, 2019 — 1,065,347). At December 31, 2020 stock options in respect of 4,311,761 (December 31, 2019 — 4,801,272) common shares were vested and exercisable. Stock Option Plan 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 utilizes a Binomial Model to determine the fair value of stock option awards on the grant date 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 option grants issued to employees and directors under the IMAX LTIP and SOP: Years Ended December 31, (In thousands of U.S. Dollars) 2020 2019 2018 Stock option expense $ 1,847 $ 8,329 $ 5,950 For the year ended December 31, 2020, the Company’s Consolidated Statements of Operations includes an income tax benefit of $0.1 million related to stock option expense (2019 —$1.9 million; 2018 —$1.2 million). As of December 31, 2020, 2019 and 2018, 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) 2020 2019 2018 Expense related to non-vested employee stock options $ 2,029 $ 4,073 $ 8,482 As of December 31, 2020, 2019 and 2018, 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, 2020 2019 2018 Weighted average period (in years) 1.8 2.7 1.9 For the years ended December 31, 2020, 2019 and 2018, the weighted average fair value of stock options granted to employees and directors at the measurement date and the assumptions used to estimate the average fair value of the stock options are as follows: Years Ended December 31, 2020 2019 2018 Weighted average fair value per share N/A $ 6.65 $ 6.74 Average risk-free interest rate N/A 2.64% 2.67% Expected option life (in years) N/A 6.73 - 10.00 5.06 - 7.00 Expected volatility N/A 31% 30% Dividend yield N/A 0% 0% Stock Option Summary The following table summarizes the activity under the SOP and IMAX LTIP for the years ended December 31, 2020, 2019 and 2018: Weighted Average Exercise Number of Shares Price Per Share 2020 2019 2018 2020 2019 2018 Options outstanding, beginning of year 5,732,209 5,465,046 5,082,100 $ 26.82 $ 27.63 $ 29.31 Granted — 1,016,882 1,082,123 — 20.66 21.95 Exercised — (86,928 ) (12,750 ) — 20.16 17.08 Forfeited (34,678 ) (336,493 ) (69,332 ) 22.49 23.63 29.99 Expired (786,086 ) (299,134 ) (507,977 ) 27.07 25.82 31.69 Cancelled (18,483 ) (27,164 ) (109,118 ) 27.97 31.13 30.44 Options outstanding, end of year 4,892,962 5,732,209 5,465,046 26.81 26.82 27.63 Options exercisable, end of year 4,311,761 4,801,272 3,990,970 27.30 27.40 28.48 As of December 31, 2020, 4,892,962 options outstanding included both fully vested and unvested options with a weighted average exercise price of $26.81, an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 4.1 years. As of December 31, 2020, options that are exercisable have an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 4.1 years. The intrinsic value of options exercised in 2020 was $nil as no options were exercised (2019 — $0.2 million; 2018 — $0.1 million). Restricted Share Units RSUs have been granted to employees 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. For the years ended December 31, 2020, 2019 and 2018, 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) 2020 2019 2018 RSU expenses $ 13,761 $ 12,394 $ 15,189 The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $0.3 million for the year ended December 31, 2020 (2019 — $1.6 million; 2018 — $1.4 million). The Company’s accrued liability for RSUs, deemed as granted, was $2.1 million as of December 31, 2020 (December 31, 2019 — $0.4 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, 2020 2019 2018 Expense related to non-vested RSUs not yet recognized $ 17,343 $ 23,548 $ 18,597 Weighted average period awards are expected to be recognized (in years) 1.9 2.7 2.2 The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the years ended December 31, 2020, 2019 and 2018: Number of Awards Weighted Average Grant Date Fair Value Per Share 2020 2019 2018 2020 2019 2018 RSUs outstanding, beginning of year 1,065,347 1,033,871 995,329 $ 23.17 $ 25.70 $ 32.68 Granted 1,050,385 687,475 659,282 15.35 22.30 20.99 Vested and settled (453,993 ) (434,296 ) (534,193 ) 22.71 27.54 32.33 Forfeited (96,901 ) (221,703 ) (86,547 ) 18.81 23.68 29.19 RSUs outstanding, end of year 1,564,838 1,065,347 1,033,871 18.33 23.17 25.70 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 Approved under the June 3, 2020 amended and restated IMAX LTIP 360,000 Issued during 2020 (81,636 ) Outstanding, December 31, 2020 278,364 Restricted Share Units to Non-Employees There were no RSU awards granted to non-employees in 2020 (2019 ― 12,580; 2018 ― nil). The Company recorded an expense of $0.1 million for the year ended December 31, 2020 (2019 ― $0.1 million; 2018 ― $nil) related to RSU grants issued to advisors and strategic partners of the Company in 2019. Performance Stock Units Summary In the first quarter of 2020, the Company expanded its share-based compensation program to include PSUs. The Company grants two types of PSU 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 certain stock-price targets. These awards vest over a three-year performance period. The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price on the date of grant or the average closing price of the Company’s common stock for five days prior to the date of grant. The grant date fair value of PSUs with stock-price targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that takes into account the likelihood of achieving the stock-price 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. 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 fair value determined by the Monte Carlo 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, market conditions as of the grant date, the Company’s expected stock 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 dollar value granted. The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood and timing 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 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 such determination is made. For the year ended December 31, 2020, the Company recognized expense of $2.6 million related to outstanding PSUs, which includes adjustments reflecting management’s estimate of the number of PSUs with EBITDA-based targets expected to vest. 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, 2020 (2019 and 2018 ― $nil). As of December 31, 2020, 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 $6.0 million and 2.1 years, respectively. The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP: Number of Awards Weighted Average Grant Date Fair Value Per Share 2020 2020 Granted 370,265 $ 15.66 Forfeited (8,421 ) 14.84 PSUs outstanding, end of year 361,844 15.68 As of December 31, 2020, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 633,227, 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, 2020, 2019 and 2018, 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) 2020 2019 2018 Expense China Options $ 875 $ 320 $ 217 China RSUs 2,093 — — China PSUs 208 1,664 1,229 Total $ 3,176 $ 1,984 $ 1,446 In 2020, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by two years and recorded an associated expense of $0.7 million. Issuer Purchases of Equity Securities In 2017, the Company’s Board of Directors approved a new $200.0 million share repurchase program which would have expired on June 30, 2020. In June 2020, the Board of Directors approved a 12-month extension of this program which will now expire on June 30, 2021. 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. In 2020, the Company repurchased 2,484,123 (2019 ― 134,384) common shares at an average price of $14.72 per share (2019 ― $19.76 per share), excluding commissions. The total number of shares purchased during the years ended December 31, 2020 and 2019 does not include 200,000 and 615,000 common shares, purchased in the administration of employee share-based compensation plans, at an average price of $15.43 and $22.49 per share, respectively. As of December 31, 2020, the IMAX LTIP trustee held 723 shares purchased for less than $0.1 million In 2018, IMAX China announced that its shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to buy back shares of IMAX China in an amount not to exceed 10% of the total number of issued shares of IMAX China as of May 3, 2018 ( 35,818,112 shares). The share repurchase program expired on June 6, 2019 . In 2019, IMAX China announced that its shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase shares of IMAX China in an amount not to exceed 10% of the total number of issued shares of IMAX China as of June 6, 2019 ( 35,605,560 shares). The share purchase program expire d on the date of the 2020 A nnual G eneral M eeting of IMAX China on June 11, 2020. During the 2020 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 11, 2020 (34,848,398 shares). This program will be valid until the 2021 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 2020 , IMAX China repurchased 906,400 ( 2019 ― 8,051,500 ) common shares at an average price of HKD $ 13.13 per share (U.S. $1.69 per share ) ( 2019 ― HKD $ 18.63 per share; U.S . $ 2.38 per share). (d) The following table reconciles the denominator of the basic and diluted weighted average share computations: Years Ended December 31, 2020 2019 2018 Weighted average number of common shares (000's): Issued and outstanding, beginning of period 61,176 61,434 64,696 Weighted average number of shares repurchased, net of shares issued during the period (1,939 ) (124 ) (1,621 ) Weighted average number of shares used in computing basic income per share 59,237 61,310 63,075 Assumed exercise of stock options, and vesting of RSUs and PSUs, net of shares assumed repurchased, if dilutive — 179 132 Weighted average number of shares used in computing diluted income per share 59,237 61,489 63,207 The calculation of diluted earnings per share exclude 6,999,667 (2019 and 2018 ― 5,809,468 and 5,666,976, respectively) shares that are issuable upon the vesting of 1,564,838 RSUs (2019 and 2018 ― 77,259 and 277,543, respectively), the vesting of 541,867 PSUs (2019 and 2018 ― nil), and the exercise of 4,892,962 stock options (2019 and 2018 ― 5,732,209 and 5,389,433, respectively) for the years ended December 31, 2020, 2019 and 2018, as the effect would be anti-dilutive. |