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, 2021, 2020, and 2019, 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, (Cash proceeds in thousands of U.S. Dollars) 2021 2020 2019 Stock options Issued from treasury 41,613 — 19,088 Plan trustee purchases — — 67,840 Total stock options exercised 41,613 — 86,928 Cash proceeds from stock option exercises $ — $ — $ 1,752 RSUs Issued from treasury 531,629 42,982 — Plan trustee purchases 723 386,297 404,719 Shares withheld for tax withholdings 157,546 24,714 29,577 Total RSUs vested 689,898 453,993 434,296 (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, 2021, share-based compensation expense totaled $25.6 million (2020 — $21.5 million; 2019 — $22.8 million) and is reflected in the following accounts in the Consolidated Statements of Operations: Years Ended December 31, (In thousands of U.S. Dollars) 2021 2020 2019 Cost and expenses applicable to revenues $ 1,490 $ 691 $ 1,709 Selling, general and administrative expenses 23,776 20,652 20,750 Research and development 348 150 371 $ 25,614 $ 21,493 $ 22,830 As of December 31, 2021, the Company has reserved a total of 5,807,445 (December 31, 2020 — 15,486,807) common shares for future issuance under the IMAX LTIP. Of this amount, 3,736,157 common shares are reserved for the future exercise of stock options (December 31, 2020 — 4,892,962), 613,405 common shares are reserved for the future vesting of PSUs (December 31, 2020 — 361,844), and 1,457,883 common shares are reserved for the future vesting of RSUs (December 31, 2020 — 1,564,838). As of December 31, 2021, stock options in respect of 3,488,107 (December 31, 2020 — 4,311,761) 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) 2021 2020 2019 Stock option expense $ 1,064 $ 1,847 $ 8,329 For the year ended December 31, 2021, the Company’s Consolidated Statements of Operations includes an income tax benefit of $0.1 million related to stock option expense (2020 — $0.1 million; 2019 — $1.9 million). As of December 31, 2021, 2020, and 2019, 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) 2021 2020 2019 Expense related to non-vested employee stock options $ 662 $ 2,029 $ 4,073 As of December 31, 2021, 2020, and 2019, 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, 2021 2020 2019 Weighted average period (in years) 1.1 1.8 2.7 During the years ended December 31, 2021 and 2020, the Company did not grant any stock options. During the year ended 2019, 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, 2021 2020 2019 Weighted average fair value per share N/A N/A $ 6.65 Average risk-free interest rate N/A N/A 2.64% Expected option life (in years) N/A N/A 6.73 - 10.00 Expected volatility N/A N/A 31% Dividend yield N/A N/A 0% The following table summarizes the stock option activity under the SOP and IMAX LTIP for the years ended December 31, 2021, 2020, and 2019: Weighted Average Exercise Number of Shares Price Per Share 2021 2020 2019 2021 2020 2019 Stock options outstanding, beginning of year 4,892,962 5,732,209 5,465,046 $ 26.81 $ 26.82 $ 27.63 Granted — — 1,016,882 — — 20.66 Exercised (41,613 ) — (86,928 ) 21.23 — 20.16 Forfeited (88,934 ) (34,678 ) (336,493 ) 22.49 22.49 23.63 Expired (903,038 ) (786,086 ) (299,134 ) 28.31 27.07 25.82 Cancelled (123,220 ) (18,483 ) (27,164 ) 26.68 27.97 31.13 Stock options outstanding, end of year 3,736,157 4,892,962 5,732,209 26.61 26.81 26.82 Stock options exercisable, end of year 3,488,107 4,311,761 4,801,272 26.93 27.30 27.40 As of December 31, 2021, 3,736,157 options outstanding included both fully vested and unvested options with a weighted average exercise price of $26.61, an aggregate intrinsic value of $nil and a weighted average remaining contractual life of 4.1 years. The intrinsic value of the 41,613 options exercised in 2021 was $0.1 million (2020 — nil; 2019 — $0.2 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 stock for five days prior to the date of grant. For the years ended December 31, 2021, 2020, and 2019, 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) 2021 2020 2019 RSU expenses $ 15,555 $ 13,761 $ 12,394 The Company’s actual tax benefits realized for the tax deductions related to the vesting of RSUs was $0.6 million for the year ended December 31, 2021 (2020 — $0.3 million; 2019 — $1.6 million). The Company’s accrued liability for granted RSUs was $2.6 million as of December 31, 2021 (December 31, 2020 — $2.1 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) 2021 2020 2019 Expense related to non-vested RSUs not yet recognized $ 15,913 $ 17,343 $ 23,548 Weighted average period awards are expected to be recognized (in years) 1.6 1.9 2.7 The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the years ended December 31, 2021, 2020, and 2019: Number of Awards Weighted Average Grant Date Fair Value Per Share 2021 2020 2019 2021 2020 2019 RSUs outstanding, beginning of year 1,564,838 1,065,347 1,033,871 $ 18.33 $ 23.17 $ 25.70 Granted 831,123 1,050,385 687,475 21.03 15.35 22.30 Vested and settled (689,872 ) (453,993 ) (434,296 ) 19.46 22.71 27.54 Forfeited (248,206 ) (96,901 ) (221,703 ) 19.38 18.81 23.68 RSUs outstanding, end of year 1,457,883 1,564,838 1,065,347 19.16 18.33 23.17 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 885,000 Issued during previous years (412,045 ) Issued during 2021 (70,867 ) Outstanding, December 31, 2021 402,088 Restricted Share Units to Non-Employees There were no RSU awards granted to non-employees in 2021 (2020 ― nil; 2019 ― 12,580). The Company did not record any expenses for the year ended December 31, 2021 related to RSU grants issued to advisors and strategic partners of the Company (2020 ― $0.1 million; 2019 ― $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, 2021, 2020, and 2019, 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) 2021 2020 2019 PSU expenses $ 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, 2021 (2020 and 2019 ― $nil). As of December 31, 2021, 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 $9.3 million and 1.7 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 2021 2020 2021 2020 PSUs outstanding, beginning of year 361,844 — $ 15.68 $ — Granted 309,574 370,265 20.77 15.66 Forfeited (58,013 ) (8,421 ) 16.11 4.84 PSUs outstanding, end of year 613,405 361,844 18.21 15.68 As of December 31, 2021, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,073,458, 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, 2021, 2020, and 2019, 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) 2021 2020 2019 Expense China Options $ 285 $ 875 $ 320 China RSUs 2,810 2,093 — China PSUs 578 208 1,664 Total $ 3,673 $ 3,176 $ 1,984 In 2021, IMAX China modified the terms of certain fully vested stock options to extend their contractual life by one year (2020 ― two years) and recorded an associated expense of $0.1 million (2020 ― $0.7 million). Issuer Purchases of Equity Securities In April 2021, the Company’s Board of Directors approved a 12-month extension to its share repurchase program through June 30, 2022. The extension authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the original $200.0 million initially authorized under the share repurchase program when it commenced on July 1, 2017. 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 2021, the Company repurchased 841,331 (2020 ― 2,484,123) common shares at an average price of $16.51 per share (2020 ― $14.72 per share), for a total of $13.9 million (2020 ― 36.6 million), excluding commissions. As of December 31, 2021, the Company has $75.5 million available under its approved repurchase program. The total number of shares purchased during the year ended December 31, 2020 does not include 200,000 common shares, purchased in the administration of employee share-based compensation plans, at an average price of $15.43 per share. For the year ended December 31, 2021, there were no shares purchases in the administration of employee share based plans. As of December 31, 2021, 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 , 20 21 ( shares). This program will be valid until the 2022 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 2021 , IMAX China repurchased 6,664,700 ( 2020 ― 906,400 ) common shares at an average price of HKD 11.68 per share (U.S. $1.50 per share ) for a total of HKD million or U . S . $ 10.0 million ( 2020 ― HKD 13.07 per share or U.S . $ 1.68 per share , for a total of HKD 11.9 million or U.S . $ million). The change in non-controlling interest as a result of common shares repurchase d 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) .) (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) 2021 2020 2019 Issued and outstanding, beginning of period 58,921 61,176 61,434 Weighted average number of shares issued (repurchased), net 205 (1,939 ) (124 ) Weighted average number of shares outstanding - basic 59,126 59,237 61,310 Weighted average effect of potential common shares, if dilutive — — 179 Weighted average number of shares outstanding - diluted 59,126 59,237 61,489 For the year ended December 31, 2021, the calculation of diluted earnings per share excludes 6,131,792 (2020 and 2019 ― 6,999,667 and 5,809,468, respectively) shares that are issuable upon the vesting of 1,457,883 RSUs (2020 and 2019 ― 1,564,838 and 77,259, respectively), the vesting of 937,752 PSUs (2020 and 2019 ― 541,867), and the exercise of 3,736,157 stock options (2020 and 2019 ― 4,892,962 and 5,732,209, respectively), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the year ended December 31, 2021 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 14(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 During the year ended December 31, 2021, one of the Company’s PRC subsidiaries declared and paid dividends of RMB 131.6 million ($20.4 million). In 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 PRC subsidiaries’ retained earnings, 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. |