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Capital Stock
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Capital Stock

12.  Capital Stock

 

(a)

Share-Based Compensation

For the three and nine months ended September 30, 2020, share-based compensation expense totaled $5.3 million and $16.0 million, respectively (2019 — $5.5 million and $16.9 million, respectively) and is reflected in the following accounts in the Condensed Consolidated Statements of Operations:  

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost and expenses applicable to revenues

$

 

130

 

 

$

 

448

 

 

$

 

530

 

 

$

 

1,268

 

Selling, general and administrative expenses

 

 

5,151

 

 

 

 

4,983

 

 

 

 

15,325

 

 

 

 

15,371

 

Research and development

 

 

29

 

 

 

 

96

 

 

 

 

114

 

 

 

 

277

 

 

$

 

5,310

 

 

$

 

5,527

 

 

$

 

15,969

 

 

$

 

16,916

 

 

       For the three and nine months ended September 30, 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 same period in 2019, due to the lower level of production during the COVID-19 global pandemic.

The following table summarizes the Company’s share-based compensation expense by each award type:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock Options

$

 

433

 

 

$

 

2,145

 

 

$

 

1,449

 

 

$

 

6,228

 

Restricted Share Units

 

 

3,430

 

 

 

 

2,933

 

 

 

 

10,866

 

 

 

 

9,175

 

Performance Stock Units

 

 

483

 

 

 

 

 

 

 

 

1,229

 

 

 

 

 

IMAX China Stock Options

 

 

600

 

 

 

 

86

 

 

 

 

701

 

 

 

 

230

 

IMAX China Long Term Incentive Plan Restricted Share Units

 

 

332

 

 

 

 

363

 

 

 

 

1,645

 

 

 

 

1,283

 

IMAX China Long Term Incentive Plan Performance Stock Units

 

 

32

 

 

 

 

 

 

 

 

79

 

 

 

 

 

 

$

 

5,310

 

 

$

 

5,527

 

 

$

 

15,969

 

 

$

 

16,916

 

Included in the above table is an expense of $nil and $0.1 million in the three and nine months ended September 30, 2020, respectively (2019 — less than $0.1 million and less than $0.1 million, respectively) related to restricted share units granted to a certain advisor of the Company.

In the third quarter of 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 $0.6 million.

 

Stock Option Summary

The following table summarizes the activity under the Company’s Stock Option Plan (“SOP”) and IMAX Amended and Restated Long Term Incentive Plan (as amended, “IMAX LTIP”) for the nine months ended September 30, 2020 and 2019:

 

 

 

Number of Shares

 

 

 

Weighted Average Exercise

Price Per Share

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock options outstanding, beginning of period

 

 

5,732,209

 

 

 

5,465,046

 

 

$

 

26.82

 

 

$

 

27.63

 

Granted

 

 

 

 

 

1,016,882

 

 

 

 

 

 

 

 

20.66

 

Exercised

 

 

 

 

 

(86,337

)

 

 

 

 

 

 

 

20.15

 

Forfeited

 

 

(23,633

)

 

 

(329,346

)

 

 

 

22.35

 

 

 

 

23.60

 

Expired

 

 

(772,665

)

 

 

(299,134

)

 

 

 

27.03

 

 

 

 

25.82

 

Cancelled

 

 

(18,483

)

 

 

(26,281

)

 

 

 

27.97

 

 

 

 

31.08

 

Stock options outstanding, end of period

 

 

4,917,428

 

 

 

5,740,830

 

 

 

 

26.80

 

 

 

 

26.82

 

Stock options exercisable, end of period

 

 

4,315,484

 

 

 

4,511,208

 

 

 

 

27.32

 

 

 

 

27.76

 

 

    Stock options are no longer granted under the Company’s previously approved SOP.

Restricted Share Units (“RSU”) Summary

The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the nine months ended September 30, 2020 and 2019:

 

 

 

Number of Awards

 

 

Weighted Average Grant Date

Fair Value Per Share

 

 

 

2020

 

 

2019

 

 

 

2020

 

 

 

2019

 

RSUs outstanding, beginning of period

 

 

1,065,347

 

 

 

1,033,871

 

 

$

 

23.17

 

 

$

 

25.70

 

Granted

 

 

1,050,385

 

 

 

649,389

 

 

 

 

15.35

 

 

 

 

22.33

 

Vested and settled

 

 

(386,451

)

 

 

(367,020

)

 

 

 

21.59

 

 

 

 

26.66

 

Forfeited

 

 

(54,933

)

 

 

(206,593

)

 

 

 

19.70

 

 

 

 

23.77

 

RSUs outstanding, end of period

 

 

1,674,348

 

 

 

1,109,647

 

 

 

 

18.75

 

 

 

 

23.77

 

Performance Stock Units Summary

In the first quarter of 2020, the Company expanded its share-based compensation program to include performance stock units (“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 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.  

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. The Company will complete an assessment of the likelihood of achieving these targets in the fourth quarter of 2020 in connection with its annual budget process for 2021. As a result, no adjustment to compensation expense has been recognized in the three and nine months ended September 30, 2020, respectively, related to the PSUs granted in 2020.

Compensation expense is not adjusted for estimated forfeitures, but is instead adjusted based upon the actual forfeiture of the award.

The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP for the nine months ended September 30:

 

 

 

Number of Awards

 

 

Weighted Average Grant Date

Fair Value Per Share

 

 

 

2020

 

 

2019

 

 

 

2020

 

 

 

2019

 

Granted

 

 

370,265

 

 

 

 

 

$

 

15.66

 

 

$

 

 

Forfeited

 

 

(2,526

)

 

 

 

 

 

 

14.84

 

 

 

 

 

PSUs outstanding, end of period

 

 

367,739

 

 

 

 

 

 

 

15.67

 

 

 

 

 

 


Issuer Purchases of Equity Securities

In 2017, the Company’s Board of Directors approved a new $200.0 million common stock 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. There were no common stock repurchases during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company repurchased 2,484,123 shares of its common stock at an average price of $14.72 per share, excluding commissions. During the three and nine months ended September 30, 2019, the Company repurchased 46,615 and 134,384 common shares, respectively at an average price of $20.35 and $19.76 per share, respectively excluding commissions.

The total number of shares purchased during the three and nine months ended September 30, 2020 does not include nil and 200,000 common shares (2019 — 45,000 and 445,000 common shares, respectively) purchased in the administration of employee share-based compensation plans, at an average price of $nil and $15.43 per share (2019 — $21.52 and $22.83 per share, respectively).

As at September 30, 2020, the IMAX LTIP trustee held 17,578 shares (December 31, 2019 — 187,020 shares) purchased for $0.3 million (December 31, 2019 — $4.0 million) in the open market to be issued upon the settlement of RSUs and certain stock options. The shares held with the trustee are recorded at cost and are reported as a reduction against capital stock on the Condensed Consolidated Balance Sheets.

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 as at June 6, 2019 (35,605,560 shares). The share repurchase program expired on the date of the 2020 Annual General Meeting 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. During the three and nine months ended September 30, 2020, IMAX China repurchased nil and 906,400 shares of its common stock, respectively, at an average price of HKD nil and HKD 13.13 per share, respectively (U.S. $nil and U.S. $1.69, respectively). During the three and nine months ended September 30, 2019, IMAX China repurchased 1,025,800 and 8,051,500 of its common shares, respectively, at an average price of HKD 17.90 and HKD 18.63 per share, respectively (U.S. $2.29 and U.S. $2.38, respectively).

 

(b)

Basic and Diluted Weighted Average Shares Outstanding

The following table reconciles the denominator of the basic and diluted weighted average share computations:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Weighted average number of common shares (000's):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued and outstanding, beginning of period

 

 

58,857

 

 

 

 

61,331

 

 

 

 

61,176

 

 

 

 

61,434

 

Weighted average number of shares repurchased, net of shares

   issued during the period

 

 

2

 

 

 

 

(27

)

 

 

 

(1,816

)

 

 

 

(97

)

Weighted average number of shares used in computing basic

   income per share

 

 

58,859

 

 

 

 

61,304

 

 

 

 

59,360

 

 

 

 

61,337

 

Assumed exercise of stock options, RSUs and PSUs, net of shares

   assumed repurchased, if dilutive

 

 

 

 

 

 

175

 

 

 

 

 

 

 

 

172

 

Weighted average number of shares used in computing diluted

   income per share

 

 

58,859

 

 

 

 

61,479

 

 

 

 

59,360

 

 

 

 

61,509

 

 

For the three and nine months ended September 30, 2020, the calculation of diluted weighted average shares outstanding excludes 6,959,515 and 6,959,515 shares, respectively (2019 — 5,289,172 and 5,902,208 shares, respectively) of common shares issuable upon the vesting of RSUs and PSUs and the exercise of stock options as the effect would be anti-dilutive.