IMAX CORP 10-Q

Item 1. Financial Statements Page The following unaudited Condensed Consolidated Financial Statements are filed as part of this Report: Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 4 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 5 Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 6 Condensed Consolidated Statements of Cash Flows for the nine months ended Septem ber 30, 2024 and 2023 7 Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2024 and 2023 8 Notes to Condensed Consolidated Financial Statements 9 3 Table of Contents IMAX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of U.S. Dollars, except share amounts) (Unaudited) September 30, December 31, 2024 2023 Assets Cash and cash equivalents $ 104,504 $ 76,200 Accounts receivable, net of allowance for credit losses 114,193 136,259 Financing receivables, net of allowance for credit losses 123,459 127,154 Variable consideration receivables, net of allowance for credit losses 74,487 64,338 Inventories 37,612 31,584 Prepaid expenses 13,310 12,345 Film assets, net of accumulated amortization 9,127 6,786 Property, plant and equipment, net of accumulated depreciation 245,106 243,299 Other assets 22,981 20,879 Deferred income tax assets, net of valuation allowance 15,687 7,988 Goodwill 52,815 52,815 Other intangible assets, net of accumulated amortization 34,279 35,022 Total assets $ 847,560 $ 814,669 Liabilities Accounts payable $ 26,018 $ 26,386 Accrued and other liabilities 111,283 111,013 Deferred revenue 53,676 67,105 Revolving credit facility borrowings, net of unamortized debt issuance costs 46,239 22,924 Convertible notes and other borrowings, net of unamortized discounts and debt issuance costs 230,038 229,131 Deferred income tax liabilities 12,521 12,521 Total liabilities 479,775 469,080 Commitments, contingencies and guarantees (see Note 7) Non-controlling interests 674 658 Shareholders’ equity Capital stock common shares — no par value. Authorized — unlimited number. 52,682,641 issued and outstanding (December 31, 2023 — 53,260,276 issued and outstanding) 394,603 389,048 Other equity 181,911 185,087 Statutory surplus reserve 3,932 3,932 Accumulated deficit ( 279,993 ) ( 292,845 ) Accumulated other comprehensive loss ( 11,015 ) ( 12,081 ) Total shareholders’ equity attributable to common shareholders 289,438 273,141 Non-controlling interests 77,673 71,790 Total shareholders’ equity 367,111 344,931 Total liabilities and shareholders’ equity $ 847,560 $ 814,669 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 4 Table of Contents IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. Dollars, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenues Technology sales $ 26,305 $ 18,273 $ 54,629 $ 65,455 Image enhancement and maintenance services 46,891 60,250 149,428 154,244 Technology rentals 16,122 23,008 48,766 62,612 Finance income 2,134 2,365 6,713 6,510 91,452 103,896 259,536 288,821 Costs and expenses applicable to revenues Technology sales 10,605 7,948 24,594 28,951 Image enhancement and maintenance services 23,087 26,646 73,371 69,470 Technology rentals 6,741 6,587 19,736 19,747 40,433 41,181 117,701 118,168 Gross margin 51,019 62,715 141,835 170,653 Selling, general and administrative expenses 31,466 36,282 100,287 109,336 Research and development ( 265 ) 2,771 3,953 7,388 Amortization of intangible assets 1,544 1,107 4,208 3,328 Credit loss (reversal) expense, net ( 1,137 ) 523 ( 963 ) 1,589 Restructuring and executive transition costs — — — 1,353 Income from operations 19,411 22,032 34,350 47,659 Realized and unrealized investment gains 32 364 94 436 Retirement benefits non-service expense ( 109 ) ( 77 ) ( 323 ) ( 232 ) Interest income 625 738 1,720 1,838 Interest expense ( 2,240 ) ( 1,483 ) ( 6,467 ) ( 5,045 ) Income before taxes 17,719 21,574 29,374 44,656 Income tax expense ( 2,376 ) ( 6,555 ) ( 3,538 ) ( 14,901 ) Net income 15,343 15,019 25,836 29,755 Net income attributable to non-controlling interests ( 1,447 ) ( 3,029 ) ( 5,083 ) ( 6,960 ) Net income attributable to common shareholders $ 13,896 $ 11,990 $ 20,753 $ 22,795 Net income per share attributable to common shareholders: Basic $ 0.26 $ 0.22 $ 0.39 $ 0.42 Diluted $ 0.26 $ 0.22 $ 0.39 $ 0.41 Weighted average shares outstanding (in thousands): Basic 52,682 54,618 52,605 54,424 Diluted 54,089 55,535 53,628 55,261 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 5 Table of Contents IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of U.S. Dollars) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net income $ 15,343 $ 15,019 $ 25,836 $ 29,755 Other comprehensive income (loss) before tax Unrealized net gain (loss) from cash flow hedging instruments 337 ( 1,048 ) ( 944 ) ( 226 ) Realized net loss from cash flow hedging instruments 162 174 240 636 Foreign currency translation adjustments 3,775 1,060 2,779 ( 6,559 ) Defined benefit and postretirement benefit plans ( 149 ) ( 176 ) ( 547 ) ( 528 ) Total other comprehensive income (loss) before tax 4,125 10 1,528 ( 6,677 ) Income tax (expense) benefit related to other comprehensive income (loss) ( 92 ) 274 328 30 Other comprehensive income (loss), net of tax 4,033 284 1,856 ( 6,647 ) Comprehensive income 19,376 15,303 27,692 23,108 Comprehensive income attributable to non-controlling interests ( 2,521 ) ( 3,328 ) ( 5,872 ) ( 5,104 ) Comprehensive income attributable to common shareholders $ 16,855 $ 11,975 $ 21,820 $ 18,004 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 6 Table of Contents IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. Dollars) (Unaudited) Nine Months Ended September 30, 2024 2023 Operating Activities Net income $ 25,836 $ 29,755 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 48,902 46,477 Amortization of deferred financing costs 1,478 1,742 Credit loss (reversal) expense, net ( 963 ) 1,589 Write-downs, including asset impairments 3,034 872 Deferred income tax benefit ( 7,339 ) ( 3,724 ) Share-based and other non-cash compensation 17,261 17,830 Unrealized foreign currency exchange (gain) loss ( 527 ) 52 Realized and unrealized investment gain ( 94 ) ( 436 ) Changes in assets and liabilities: Accounts receivable 23,001 ( 2,392 ) Inventories ( 6,181 ) ( 13,771 ) Film assets ( 17,892 ) ( 14,575 ) Deferred revenue ( 13,393 ) ( 4,670 ) Changes in other operating assets and liabilities ( 13,771 ) ( 4,141 ) Net cash provided by operating activities 59,352 54,608 Investing Activities Purchase of property, plant and equipment ( 3,816 ) ( 2,541 ) Investment in equipment for joint revenue sharing arrangements ( 21,728 ) ( 10,705 ) Acquisition of other intangible assets ( 4,802 ) ( 5,418 ) Net cash used in investing activities ( 30,346 ) ( 18,664 ) Financing Activities Revolving credit facility borrowings 55,000 31,032 Repayments of revolving credit facility borrowings ( 32,000 ) ( 43,057 ) Repayments of other borrowings ( 489 ) — Proceeds from other borrowings — 315 Repurchase of common shares ( 18,102 ) ( 4,263 ) Taxes withheld and paid on employee stock awards vested ( 4,978 ) ( 6,458 ) Common shares issued - stock options exercised 98 — Principal payment under finance lease obligations ( 480 ) ( 480 ) Dividends paid to non-controlling interests — ( 1,438 ) Net cash used in financing activities ( 951 ) ( 24,349 ) Effects of exchange rate changes on cash 249 607 Increase in cash and cash equivalents during period 28,304 12,202 Cash and cash equivalents, beginning of period 76,200 97,401 Cash and cash equivalents, end of period $ 104,504 $ 109,603 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 7 Table of Contents IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands of U.S. Dollars) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Adjustments to capital stock: Balance, beginning of period $ 394,493 $ 390,238 $ 389,048 $ 376,715 Employee stock options exercised 98 — 98 — Average carrying value of repurchased and retired common shares — ( 152 ) ( 8,575 ) ( 249 ) Restricted share units vested, net of shares withheld for employee tax obligations 12 11 14,032 13,631 Balance, end of period 394,603 390,097 394,603 390,097 Adjustments to other equity: Balance, beginning of period 176,632 175,374 185,087 185,678 Amortization of share-based payment expense - stock options — — — 92 Amortization of share-based payment expense - restricted share units 3,318 2,557 10,864 9,881 Amortization of share-based payment expense - performance stock units 1,985 2,071 5,864 5,196 Restricted share units vested ( 24 ) ( 32 ) ( 19,815 ) ( 20,877 ) Change in ownership interest related to IMAX China — — ( 89 ) — Balance, end of period 181,911 179,970 181,911 179,970 Adjustments to statutory surplus reserve: Balance, beginning of period 3,932 3,932 3,932 3,932 Balance, end of period 3,932 3,932 3,932 3,932 Adjustments to accumulated deficit: Balance, beginning of period ( 293,889 ) ( 284,208 ) ( 292,845 ) ( 293,124 ) Net income attributable to common shareholders 13,896 11,990 20,753 22,795 Common shares repurchased and retired — ( 100 ) ( 7,901 ) ( 1,989 ) Balance, end of period ( 279,993 ) ( 272,318 ) ( 279,993 ) ( 272,318 ) Adjustments to accumulated other comprehensive loss: Balance, beginning of period ( 13,974 ) ( 14,622 ) ( 12,081 ) ( 9,846 ) Other comprehensive income (loss), net of tax 2,959 ( 15 ) 1,066 ( 4,791 ) Balance, end of period ( 11,015 ) ( 14,637 ) ( 11,015 ) ( 14,637 ) Adjustments to non-controlling interests: Balance, beginning of period 75,111 66,167 71,790 65,691 Net income attributable to non-controlling interests 1,431 3,100 5,067 7,021 Other comprehensive income (loss), net of tax 1,073 299 789 ( 1,856 ) Share-based compensation attributable to non-controlling interests 58 140 52 288 Dividends paid to non-controlling shareholders of IMAX China — — — ( 1,438 ) Change in ownership interest related to IMAX China common share repurchases — — ( 25 ) — Balance, end of period 77,673 69,706 77,673 69,706 Total Shareholders’ Equity $ 367,111 $ 356,750 $ 367,111 $ 356,750 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 8 Table of Contents IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. Dollars, unless otherwise stated) 1. Basis of Presentation Accounting Principles IMAX Corporation, together with its consolidated subsidiaries (the “Company” or “IMAX”), prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. In the Company’s opinion, the unaudited Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. The Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the Company’s audited annual Consolidated Financial Statements, but does not contain all of the footnote disclosures included in the annual financial statements. The interim results presented in the Company’s Condensed Consolidated Statements of Operations are not necessarily indicative of results for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s 2023 Annual Report on Form 10-K (the “2023 Form 10-K”), which should be consulted for a summary of the significant accounting policies adopted by the Company. These Condensed Consolidated Financial Statements are prepared following the same accounting policies disclosed in the 2023 Form 10-K. Principles of Consolidation These Condensed Consolidated Financial Statements include the accounts of IMAX Corporation together with its consolidated subsidiaries, except for subsidiaries which have been identified as variable interest entities (“VIEs”) where the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated. The Company has evaluated its various variable interests to determine whether they are VIEs as required by U.S. GAAP. The Company has interests in ten film production companies, which have been identified as VIEs. The Company is the primary beneficiary of and consolidates five of these entities as it has the power to direct the activities that most significantly impact the economic performance of the VIE, and it has the obligation to absorb losses or the right to receive benefits from the respective VIE that could potentially be significant. The majority of the assets relating to these production companies are held by the IMAX Original Film Fund (the “Original Film Fund”) as described in Note 16. The Company does not consolidate the other five film production companies because it does not have the power to direct their activities and it does not have the obligation to absorb the majority of the expected losses or the right to receive expected residual returns. The Company uses the equity method of accounting for these entities, which are not material to the Company’s Condensed Consolidated Financial Statements. A change in the value of an equity method investment that is other than temporary is recognized in the Condensed Consolidated Statements of Operations. As of September 30, 2024 and December 31, 2023, total assets and liabilities of the Company’s consolidated VIEs are as follows: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Total assets $ 1,449 $ 1,425 Total liabilities $ 246 $ 246 9 Table of Contents Estimates and Assumptions In preparing the Company’s Condensed Consolidated Financial Statements, management makes judgments in applying various accounting policies. The areas of policy judgment are consistent with those reported in Note 2(b) of the Company’s audited Consolidated Financial Statements included in its 2023 Form 10-K. Management also considers that its determination of operating and reporting segments represents an area of judgment, and has made this conclusion on the basis of what comprises the discrete financial information produced, but not provided to or used by its Chief Operating Decision Maker (“CODM”) to carry out this function. In addition, management makes assumptions about the Company’s future operating results and cash flows in deriving critical accounting estimates used in preparing the Condensed Consolidated Financial Statements. The significant estimates made by management include, but are not limited to: (i) the allocation of the transaction price in an IMAX System arrangement to distinct performance obligations; (ii) the amount of variable consideration to be earned on sales of IMAX Systems based on projections of future box office performance; (iii) expected credit losses on accounts receivable, financing receivables, and variable consideration receivables; (iv) provisions for the write-down of excess and obsolete inventory; (v) the fair values of the reporting units used in assessing the recoverability of goodwill; (vi) the cash flow projections used in testing the recoverability of long-lived assets such as the system equipment supporting joint revenue sharing arrangements; (vii) the economic lives of the system equipment supporting joint revenue sharing arrangements; (viii) the useful lives of intangible assets; (ix) the ultimate revenue forecasts used to test the recoverability of film assets; (x) the discount rates used to determine the present value of financing receivables and lease liabilities, as well as to determine the fair values of the Company’s reporting units for the purpose of assessing the recoverability of goodwill; (xi) pension plan assumptions; (xii) estimates related to the fair value and projected vesting of share-based payment awards; (xiii) the valuation of deferred income tax assets; and (xiv) reserves related to uncertain tax positions. 2. New Accounting Standards and Accounting Changes Recently Issued FASB Accounting Standard Codification Updates Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The purpose of ASU 2023-07 is to enhance the interim disclosure requirements by more closely aligning them with the annual requirements. ASU 2023-07 requires interim and annual disclosures to include information about the company’s significant segment expenses. ASU 2023-07 will be effective for the Company’s year ended December 31, 2024 and all interim periods thereafter. The Company is in the process of evaluating the impact of this ASU on its Consolidated Financial Statements. In December 2023, the FASB issued Accounting Standard Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 improve the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU 2023-09 will be effective for the Company’s year ended December 31, 2025. The Company is in the process of evaluating the impact of this ASU on its Consolidated Financial Statements. The Company considers the applicability and impact of all recently issued FASB accounting standard codification updates. Accounting standard updates that are not noted above were assessed and determined to be not applicable or not significant to the Company’s Condensed Consolidated Financial Statements for the period ended September 30, 2024. 3. Receivables The ability of the Company to collect its receivables is principally dependent on the viability and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators, or other customers, may experience financial difficulties that could result in them being unable to fulfill their payment obligations to the Company. In order to mitigate the credit risk associated with its receivables, management performs an initial credit evaluation prior to entering into an arrangement with a customer and then regularly monitors the credit quality of each customer through an analysis of collections history and aging. This monitoring process includes meetings on at least a monthly basis to identify credit concerns and potential changes in credit quality classification. A customer may improve their credit quality classification once a substantial payment is made on an overdue balance or when the customer has agreed to a payment plan and payments have commenced in accordance with that plan. Changes in credit quality classification are dependent upon management approval. The Company’s internal credit quality classifications are as follows: • Good Standing — The theater operator continues to be in good standing as payments and reporting are received on a regular basis. 10 Table of Contents • Credit Watch — The theater operator has demonstrated a delay in payments, but continues to be in active communication with the Company. Theater operators placed on Credit Watch are subject to enhanced monitoring. In addition, depending on the size of the outstanding balance, length of time in arrears, and other factors, future transactions may need to be approved by management. These receivables are in better condition than those in the Pre-Approved Transactions Only category, but are not in as good condition as the receivables in the Good Standing category. • Pre-Approved Transactions Only — The theater operator has demonstrated a delay in payments with little or no communication with the Company. All services and shipments to the theater operator must be reviewed and approved by management. These receivables are in better condition than those in the All Transactions Suspended category, but are not in as good condition as the receivables in the Credit Watch category. In certain situations, a theater operator may be placed on nonaccrual status and all revenue recognition related to the theater may be suspended, including the accretion of Finance Income for Financing Receivables. • All Transactions Suspended — The theater operator is severely delinquent, non-responsive or not negotiating in good faith with the Company. Once a theater operator is classified within the All Transactions Suspended category, the theater is placed on nonaccrual status and all revenue recognitions related to the theater are suspended, including the accretion of Finance Income for Financing Receivables. During the period when the accretion of Finance Income is suspended for Financing Receivables, any payments received from a customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a reversal of the provision is recorded to the extent of the residual cash received. Once the collectability issues are resolved and the customer has returned to being in good standing, the Company will resume recognition of Finance Income. When a customer’s aging exceeds 90 days, the Company’s policy is to perform an enhanced review to assess collectability of the theater’s past due accounts. The over 90 days past due category may be an indicator of potential impairment as up to 90 days outstanding is considered to be a reasonable time to resolve any issues. The Company develops an estimate of expected credit losses by class of receivable and customer type through a calculation that utilizes historical loss rates, which are then adjusted for specific receivables that are judged to have a higher-than-normal risk profile after considering management’s internal credit quality classifications. Additional credit loss provisions are also recorded taking into account macro-economic and industry risk factors. The write-off of any billed receivable balance requires the approval of management. Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect. The impacts of inflation, and rising interest rates may impact future credit losses. The Company will continue to monitor economic trends and conditions and portfolio performance and adjust its allowance for credit loss accordingly. Accounts Receivable Accounts receivable principally includes amounts currently due to the Company under IMAX System sale and sales-type lease arrangements, contingent fees owed by theater operators as a result of box office performance, and fees for maintenance services. Accounts receivable also includes amounts due to the Company from movie studios and other content creators principally for digitally remastering films into IMAX formats, as well as for film distribution and post-production services. The following tables summarize the activity in the allowance for credit losses related to Accounts Receivable for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2024 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Theater Operators Studios Other Total Beginning balance $ 14,095 $ 651 $ 1,080 $ 15,826 $ 14,355 $ 616 $ 1,006 $ 15,977 Current period (reversal) provision, net ( 2,079 ) 600 ( 13 ) ( 1,492 ) ( 2,120 ) 638 61 ( 1,421 ) Write-offs, net of recoveries — — — — ( 178 ) ( 3 ) — ( 181 ) Foreign exchange 118 — — 118 77 — — 77 Ending balance $ 12,134 $ 1,251 $ 1,067 $ 14,452 $ 12,134 $ 1,251 $ 1,067 $ 14,452 11 Table of Contents Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Theater Operators Studios Other Total Beginning balance $ 11,640 $ 894 $ 1,486 $ 14,020 $ 11,144 $ 1,699 $ 1,276 $ 14,119 Current period provision (reversal), net 1,953 100 ( 463 ) 1,590 3,392 ( 699 ) ( 253 ) 2,440 Write-offs, net of recoveries ( 405 ) — — ( 405 ) ( 1,202 ) — — ( 1,202 ) Foreign exchange ( 84 ) — — ( 84 ) ( 230 ) ( 6 ) — ( 236 ) Ending balance $ 13,104 $ 994 $ 1,023 $ 15,121 $ 13,104 $ 994 $ 1,023 $ 15,121 For the three and nine months ended September 30, 2024, the Company’s allowance for current expected credit losses related to Accounts Receivable decreased by $ 1.4 million and $ 1.5 million, respectively. For the three and nine months ended September 30, 2023, the Company’s allowance for current expected credit losses related to Accounts Receivable increased by $ 1.1 million and $ 1.0 million, respectively. Financing Receivables Financing receivables are due from theater operators and consist of the Company’s net investment in sales-type leases and receivables associated with financed sales of IMAX Systems. As of September 30, 2024 and December 31, 2023, financing receivables consist of the following: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Net investment in leases: Gross minimum payments due under sales-type leases $ 29,612 $ 30,459 Unearned finance income ( 1,033 ) ( 467 ) Present value of minimum payments due under sales-type leases 28,579 29,992 Allowance for credit losses ( 517 ) ( 453 ) Net investment in leases 28,062 29,539 Financed sales receivables: Gross minimum payments due under financed sales 131,652 135,684 Unearned finance income ( 26,751 ) ( 28,452 ) Present value of minimum payments due under financed sales 104,901 107,232 Allowance for credit losses ( 9,504 ) ( 9,617 ) Net financed sales receivables 95,397 97,615 Total financing receivables $ 123,459 $ 127,154 Net financed sales receivables due within one year $ 33,452 $ 32,031 Net financed sales receivables due after one year 61,945 65,584 Total financed sales receivables $ 95,397 $ 97,615 As of September 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s sales-type lease arrangements and financed sales receivables, as applicable, are as follows: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Weighted-average remaining lease term (in years): Sales-type lease arrangements 8.5 8.3 Weighted-average interest rate Sales-type lease arrangements 7.47 % 7.88 % Financed sales receivables 8.94 % 8.97 % 12 Table of Contents The tables below provide information on the Company’s net investment in leases by credit quality indicator as of September 30, 2024 and December 31, 2023. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis as per the origination year of the relationship, and include both billed and unbilled amounts. (In thousands of U.S. Dollars) By Origination Year As of September 30, 2024 2024 2023 2022 2021 2020 Prior Total Net investment in leases: Credit quality classification: In good standing $ 1,100 $ 2,954 $ 4,291 $ 6,042 $ 1,847 $ 1,049 $ 17,283 Credit Watch — — — — — — — Pre-approved transactions — — 426 2,669 1,495 6,305 10,895 Transactions suspended — — — — — 401 401 Total net investment in leases $ 1,100 $ 2,954 $ 4,717 $ 8,711 $ 3,342 $ 7,755 $ 28,579 (In thousands of U.S. Dollars) By Origination Year As of December 31, 2023 2023 2022 2021 2020 2019 Prior Total Net investment in leases: Credit quality classification: In good standing $ 2,435 $ 3,262 $ 6,241 $ 2,173 $ 1,677 $ 1,138 $ 16,926 Credit Watch — 490 — — — 313 803 Pre-approved transactions — — 3,462 1,182 5,221 1,997 11,862 Transactions suspended — — — — — 401 401 Total net investment in leases $ 2,435 $ 3,752 $ 9,703 $ 3,355 $ 6,898 $ 3,849 $ 29,992 The tables below provide information on the Company’s financed sales receivables by credit quality indicator as of September 30, 2024 and December 31, 2023. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis as per the origination year of the relationship, and include both billed and unbilled amounts. (In thousands of U.S. Dollars) By Origination Year As of September 30, 2024 2024 2023 2022 2021 2020 Prior Total Financed sales receivables: Credit quality classification: In good standing $ 611 $ 8,713 $ 5,888 $ 6,295 $ 5,214 $ 50,643 $ 77,364 Credit Watch — — — — — 1,054 1,054 Pre-approved transactions — 466 348 2,791 1,560 8,114 13,279 Transactions suspended — 158 — 602 149 12,295 13,204 Total financed sales receivables $ 611 $ 9,337 $ 6,236 $ 9,688 $ 6,923 $ 72,106 $ 104,901 (In thousands of U.S. Dollars) By Origination Year As of December 31, 2023 2023 2022 2021 2020 2019 Prior Total Financed sales receivables: Credit quality classification: In good standing $ 6,660 $ 5,921 $ 5,961 $ 5,415 $ 8,058 $ 44,870 $ 76,885 Credit Watch — 30 — — 317 796 1,143 Pre-approved transactions 607 313 2,619 1,455 2,084 8,508 15,586 Transactions suspended — — 728 345 1,546 10,999 13,618 Total financed sales receivables $ 7,267 $ 6,264 $ 9,308 $ 7,215 $ 12,005 $ 65,173 $ 107,232 13 Table of Contents The following tables provide an aging analysis for the Company’s net investment in leases and financed sales receivables as of September 30, 2024 and December 31, 2023: As of September 30, 2024 (In thousands of U.S. Dollars) Accrued and Current 30-89 Days 90+ Days Billed Unbilled Recorded Receivable Allowance for Credit Losses Net Net investment in leases $ 108 $ 176 $ 1,606 $ 1,890 $ 26,689 $ 28,579 $ ( 517 ) $ 28,062 Financed sales receivables 1,426 2,671 13,490 17,587 87,314 104,901 ( 9,504 ) 95,397 Total $ 1,534 $ 2,847 $ 15,096 $ 19,477 $ 114,003 $ 133,480 $ ( 10,021 ) $ 123,459 As of December 31, 2023 (In thousands of U.S. Dollars) Accrued and Current 30-89 Days 90+ Days Billed Unbilled Recorded Receivable Allowance for Credit Losses Net Net investment in leases $ 293 $ 212 $ 4,598 $ 5,103 $ 24,889 $ 29,992 $ ( 453 ) $ 29,539 Financed sales receivables 1,535 1,196 10,704 13,435 93,797 107,232 ( 9,617 ) 97,615 Total $ 1,828 $ 1,408 $ 15,302 $ 18,538 $ 118,686 $ 137,224 $ ( 10,070 ) $ 127,154 The following tables provide information about the Company’s net investment in leases and financed sale receivables with billed amounts past due for which it continues to accrue finance income as of September 30, 2024 and December 31, 2023. The amounts disclosed for each credit quality classification are determined on a customer-by-customer basis and include both billed and unbilled amounts. As of September 30, 2024 (In thousands of U.S. Dollars) Accrued and Current 30-89 Days 90+ Days Billed Unbilled Allowance for Credit Losses Net Net investment in leases $ 104 $ 114 $ 1,560 $ 1,778 $ 22,144 $ ( 6 ) $ 23,916 Financed sales receivables 650 966 8,872 10,488 32,120 ( 1,212 ) 41,396 Total $ 754 $ 1,080 $ 10,432 $ 12,266 $ 54,264 $ ( 1,218 ) $ 65,312 As of December 31, 2023 (In thousands of U.S. Dollars) Accrued and Current 30-89 Days 90+ Days Billed Unbilled Allowance for Credit Losses Net Net investment in leases $ 259 $ 212 $ 4,598 $ 5,069 $ 22,651 $ ( 9 ) $ 27,711 Financed sales receivables 798 782 10,517 12,097 33,552 ( 1,198 ) 44,451 Total $ 1,057 $ 994 $ 15,115 $ 17,166 $ 56,203 $ ( 1,207 ) $ 72,162 The following table provides information about the Company’s net investment in leases and financed sale receivables that are on nonaccrual status as of September 30, 2024 and December 31, 2023: As of September 30, 2024 As of December 31, 2023 (In thousands of U.S. Dollars) Recorded Receivable Allowance for Credit Losses Net Recorded Receivable Allowance for Credit Losses Net Net investment in leases $ 401 $ ( 401 ) $ — $ 401 $ ( 401 ) $ — Net financed sales receivables 27,538 ( 8,988 ) 18,550 29,204 ( 8,884 ) 20,320 Total $ 27,939 $ ( 9,389 ) $ 18,550 $ 29,605 $ ( 9,285 ) $ 20,320 For the three and nine months ended September 30, 2024 and 2023, the Company did not recognize Finance Income related to the net investment in leases on non-accrual status. For the three and nine months ended September 30, 2024, the Company recognized $ 0.4 million and $ 1.0 million, respectively (2023 — less than $ 0.1 million and $ 0.2 million, respectively) in Finance Income related to the financed sales receivables in nonaccrual status. 14 Table of Contents The following tables summarize the activity in the allowance for credit losses related to the Company’s net investment in leases and financed sale receivables for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2024 (In thousands of U.S. Dollars) Net Investment in Leases Net Financed Sales Receivables Net Investment in Leases Net Financed Sales Receivables Beginning balance $ 450 $ 9,625 $ 453 $ 9,617 Current period provision (reversal), net 67 ( 148 ) 70 ( 135 ) Foreign exchange — 27 ( 6 ) 22 Ending balance $ 517 $ 9,504 $ 517 $ 9,504 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2023 (In thousands of U.S. Dollars) Net Investment in Leases Net Financed Sales Receivables Net Investment in Leases Net Financed Sales Receivables Beginning balance $ 689 $ 11,027 $ 776 $ 10,945 Current period reversal, net 11 ( 1,075 ) ( 70 ) ( 862 ) Foreign exchange ( 20 ) 119 ( 26 ) ( 12 ) Ending balance $ 680 $ 10,071 $ 680 $ 10,071 For the three and nine months ended September 30, 2024, the Company’s allowance for current expected credit losses related to its net investment in leases increased by $ 0.1 million, respectively, and financed sale receivables decreased by $ 0.1 million, respectively. For the three and nine months ended September 30, 2023, the Company’s allowance for current expected credit losses related to its net investment in leases decreased by less than $ 0.1 million and $ 0.1 million, respectively, and financed sale receivables decreased by $ 1.0 million and $ 0.9 million, respectively. Variable Consideration Receivables In sale arrangements, variable consideration may become due to the Company from theater operators if certain annual minimum box office receipt thresholds are exceeded. Such variable consideration is recorded as revenue in the period when the sale is recognized and adjusted in future periods based on actual results and changes in estimates. Variable consideration is only recognized to the extent the Company believes there is not a risk of significant revenue reversal. The following table summarizes the activity in the Allowance for Credit Losses related to Variable Consideration Receivables for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 (In thousands of U.S. Dollars) Theater Operators Theater Operators Theater Operators Theater Operators Beginning balance $ 677 $ 705 $ 633 $ 610 Current period provision, net 116 37 160 134 Foreign exchange 3 ( 15 ) 3 ( 17 ) Ending balance $ 796 $ 727 $ 796 $ 727 For the three and nine months ended September 30, 2024, the Company’s allowance for current expected credit losses related to Variable Consideration Receivables increased by $ 0.1 million and $ 0.2 million, respectively (2023 — increased by less than $ 0.1 million and $ 0.1 million, respectively). 15 Table of Contents 4. Lease Arrangements IMAX Corporation as a Lessee The Company’s operating lease arrangements principally involve office and warehouse space. Office equipment is generally purchased outright. Leases with an initial term of less than 12 months are not recorded on the Condensed Consolidated Balance Sheets and the related lease expense is recognized as incurred over the lease term. Most of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it is reasonably certain that the renewal options on its warehouse leases will be exercised based on previous history, its current understanding of future business needs, and its level of investment in leasehold improvements, among other factors. The incremental borrowing rate used in the calculation of the Company’s lease liabilities is based on the location of each leased property. None of the Company’s leases include options to purchase the leased property. The depreciable lives of right-of-use assets and related leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company has a finance lease arrangement involving equipment used to facilitate the delivery of live events to certain IMAX locations. The lease arrangement includes an option for the Company to purchase the equipment at the end of the lease term that is reasonably certain to be exercised. The resulting right-of-use assets are being depreciated from the lease commencement dates over the useful life of the underlying equipment. The incremental borrowing rate used in the calculation of the lease liabilities is based on the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term. For the three and nine months ended September 30, 2024 and 2023, the components of lease expense recorded within Selling, General and Administrative Expenses are as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands of U.S. Dollars) 2024 2023 2024 2023 Operating lease cost: Amortization of operating lease assets $ 505 $ 577 $ 1,614 $ 1,857 Interest on operating lease liabilities 178 177 503 573 Short-term and variable lease costs 67 125 264 425 Finance lease cost: Amortization of finance lease assets 100 99 299 299 Interest on finance lease liabilities 3 10 17 38 Total lease cost $ 853 $ 988 $ 2,697 $ 3,192 For the nine months ended September 30, 2024 and 2023, supplemental cash and non-cash information related to leases is as follows: Nine Months Ended September 30, (In thousands of U.S. Dollars) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating leases $ 2,116 $ 2,740 Finance leases 480 480 Supplemental disclosure of noncash leasing activities: Right-of-use assets obtained in exchange for operating lease obligations $ 456 $ 278 16 Table of Contents As of September 30, 2024 and December 31, 2023, supplemental balance sheet information related to leases is as follows: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Assets: Balance Sheet Location Operating lease right-of-use assets Property, plant and equipment $ 9,393 $ 10,599 Finance lease right-of-use assets Property, plant and equipment 1,121 1,420 Liabilities: Balance Sheet Location Operating lease liabilities Accrued and other liabilities $ 11,304 $ 12,702 Finance lease liabilities Accrued and other liabilities 27 518 As of September 30, 2024 and December 31, 2023, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s leases are as follows: September 30, December 31, 2024 2023 Operating leases: Weighted-average remaining lease term (years) 5.0 4.9 Weighted-average discount rate 5.82 % 5.85 % Finance leases: Weighted-average remaining lease term (years) 2.8 3.6 Weighted-average discount rate 6.00 % 6.00 % As of September 30, 2024, the maturities of the Company’s operating and finance lease liabilities are as follows: (In thousands of U.S. Dollars) Operating Leases Finance Leases 2024 (three months remaining) $ 690 $ 35 2025 2,620 — 2026 2,534 — 2027 2,475 — 2028 2,478 — Thereafter 2,205 — Total lease payments $ 13,002 $ 35 Less: interest expense ( 1,698 ) ( 8 ) Present value of lease liabilities $ 11,304 $ 27 IMAX Corporation as a Lessor The Company provides IMAX Systems to customers through long-term lease arrangements that for accounting purposes are classified as sales-type leases. Under these arrangements, in exchange for providing the IMAX System, the Company earns fixed upfront and ongoing consideration. Certain arrangements that are legal sales are also classified as sales-type leases as certain clauses within the arrangements limit transfer of title or provide the Company with conditional rights to the system. The customer’s rights under the Company’s sales-type lease arrangements are described in Note 2(o) of the Company’s audited Consolidated Financial Statements included in its 2023 Form 10-K. Under the Company’s sales-type lease arrangements, the customer has the ability and the right to operate the hardware components or direct others to operate them in a manner determined by the customer. The Company’s lease portfolio terms are typically non-cancellable for 10 to 20 years with renewal provisions from inception. The Company’s sales-type lease arrangements do not contain a guarantee of residual value at the end of the lease term. The customer is required to pay for executory costs such as insurance and taxes and is required to pay the Company for maintenance and an extended warranty generally after the first year of the lease until the end of the lease term. The customer is responsible for obtaining insurance coverage for the IMAX System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX System is returned to the Company. The Company also provides IMAX Systems to customers through joint revenue sharing arrangements. Under the traditional form of these arrangements, in exchange for providing the IMAX System under a long-term lease, the Company earns rent based on a percentage of contingent box office receipts and, in some cases, concession revenues, rather than a fixed upfront fee or annual 17 Table of Contents minimum payments. Under certain other joint revenue sharing arrangements, known as hybrid arrangements, the customer is responsible for making fixed upfront payments prior to the delivery and installation of the IMAX System. Under joint revenue sharing arrangements, the customer has the ability and the right to operate the hardware components or direct others to operate them in a manner determined by the customer. The Company’s joint revenue sharing arrangements are typically non-cancellable for ten years or longer with renewal provisions. Title to the IMAX System under a joint revenue sharing arrangement generally does not transfer to the customer. The Company’s joint revenue sharing arrangements do not contain a guarantee of residual value at the end of the lease term. The customer is required to pay for executory costs such as insurance and taxes and is required to pay the Company for maintenance and an extended warranty throughout the term. The customer is responsible for obtaining insurance coverage for the IMAX System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX System is returned to the Company. The following lease payments are expected to be received by the Company for its sales-type leases and joint revenue sharing arrangements in each of the next four years and thereafter following the September 30, 2024 balance sheet date: (In thousands of U.S. Dollars) Sales-Type Leases Joint Revenue Sharing Arrangements 2024 (three months remaining) $ 788 $ 16 2025 3,089 27 2026 3,096 — 2027 3,026 — 2028 2,872 — Thereafter 16,861 — Total $ 29,732 $ 43 5. Inventories As of September 30, 2024 and December 31, 2023, Inventories consist of the following: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Raw materials $ 28,326 $ 27,660 Work-in-process 2,315 2,570 Finished goods 6,971 1,354 Total $ 37,612 $ 31,584 As of September 30, 2024, Inventories include finished goods of $ 4.7 million (December 31, 2023 — $ 0.6 million) for which title had passed to the customers, but the criteria for revenue recognition were not met as of the balance sheet date. During the three and nine months ended September 30, 2024, the Company recorded write-downs of $ 0.1 million and $ 0.3 million, respectively, (2023 — a recovery of $ 0.1 million and less than $ 0.1 million, respectively) in Costs and Expenses Applicable to Revenues ― Technology Sales. 18 Table of Contents 6. Borrowings Revolving Credit Facility Borrowings, Net As of September 30, 2024 and December 31, 2023, Revolving Credit Facility Borrowings, Net includes the following: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Wells Fargo Credit Facility borrowings $ 47,000 $ 24,000 Unamortized debt issuance costs ( 761 ) ( 1,076 ) Revolving Credit Facility Borrowings, net $ 46,239 $ 22,924 Wells Fargo Credit Agreement On March 25, 2022, the Company entered into a Sixth Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as agent (the “Agent”), and a syndicate of lenders party thereto (the “Credit Agreement”), which extended the maturity date of the credit facility under the Credit Agreement (the “Credit Facility”) from June 28, 2023 to March 25, 2027. The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the “Guarantors”), and are secured by first-priority security interests in substantially all of the assets of the Company and the Guarantors. The Credit Agreement has a revolving borrowing capacity of $ 300.0 million, and contains an uncommitted accordion feature allowing the Company to further increase its borrowing capacity by the greater of $ 140.0 million, for a total of $ 440.0 million, or by the Company’s EBITDA for the sum of the four most recently ended fiscal quarters, subject to certain conditions, depending on the mix of revolving loans and/or term loans under the incremental facility and subject to conditions set forth in the Credit Agreement. The Credit Facility requires that the Company maintain a maximum Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) of no greater than 3.25 :1.00, on the last day of each Fiscal Quarter. The Senior Secured Net Leverage Ratio is the ratio of Total Debt (as defined in the Credit Agreement), secured by liens, net of unrestricted cash and cash equivalents held outside of the People’s Republic of China (the “PRC”) up to a maximum of $ 75.0 million, relative to Adjusted EBITDA per Credit Facility for the four prior quarters. The Senior Secured Net Leverage Ratio is calculated using Adjusted EBITDA per Credit Facility determined on a trailing twelve-month basis. The Company was in compliance with this requirement as of September 30, 2024 as the Senior Secured Net Leverage Ratio was 0.00 :1.00. Loans under the Credit Facility bear interest, at the Company’s option, at (i) Term Secure Overnight Financing Rate (“Term SOFR”), Eurocurrency Rate or Canadian Dollar Offered Rate (“CDOR”) plus a margin ranging from 1.00 % to 1.75 % per annum; or (ii) the U.S. base rate or the Canadian prime rate plus a margin ranging from 0.25 % to 1.00 % per annum, in each case depending on the Company’s total leverage ratio. In no event will Term SOFR, Eurocurrency Rate, or CDOR be less than 0.00 % per annum. As of September 30, 2024, borrowings under the Credit Facility were $ 47.0 million (December 31, 2023 — $ 24.0 million) and bear interest at Term SOFR, plus a margin of 1.75 % per annum based on the Company’s total leverage ratio. The effective interest rate for the three and nine months ended September 30, 2024 was 7.13 % and 7.06 %, respectively. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit indebtedness, liens, asset sales, investments and restricted payments, in each case subject to negotiated exceptions and baskets. The Credit Agreement also contains customary representations, warranties and event of default provisions. As of September 30, 2024, and December 31, 2023, the Company had no letters of credit or advance payment guarantees outstanding under the Credit Facility. As of September 30, 2024, the amount available for future borrowings under the Credit Facility was $ 253.0 million (December 31, 2023 — $ 276.0 million). Foreign Exchange Facility Within the Credit Facility, the Company is able to purchase foreign currency forward contracts and/or other swap arrangements. As of September 30, 2024, the net unrealized gain on the Company’s outstanding foreign currency forward contracts was $ 0.1 million, representing the amount by which the notional value of these forward contracts exceeded their fair value (December 31, 2023 — net unrealized gain of $ 0.8 million). As of September 30, 2024, the notional value of the Company’s outstanding foreign currency forward contracts was $ 31.8 million (December 31, 2023 — $ 40.6 million). 19 Table of Contents Bank of China Facility In June 2022, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), one of the Company’s majority-owned subsidiaries in China, renewed its unsecured revolving facility with Bank of China for up to 200.0 million Chinese Renminbi (“RMB”) ($ 28.5 million), including RMB 10.0 million ($ 1.4 million) for letters of guarantee, to fund ongoing working capital requirements (the “Bank of China Facility”). The Bank of China Facility expired in September 2023, and has been renewed to February 21, 2025. As of September 30, 2024, and December 31, 2023, there were no borrowings outstanding under the Bank of China Facility and outstanding letters of guarantee were RMB 0.2 million (less than $ 0.1 million). As of September 30, 2024, the amount available for future borrowings under the Bank of China Facility was RMB 190.0 million ($ 27.1 million) and the amount available for letters of guarantee was RMB 9.8 million ($ 1.4 million). The amount available for future borrowings under the Bank of China Facility is not subject to a standby fee. The effective interest rate for the three and nine months ended September 30, 2024 was 0 %, respectively (2023 — 3.85 %, respectively). HSBC China Facility In June 2022, IMAX Shanghai entered into an unsecured revolving facility for up to RMB 200.0 million ($ 28.5 million) with HSBC Bank (China) Company Limited, Shanghai Branch to fund ongoing working capital requirements (the “HSBC China Facility”). As of September 30, 2024 and December 31, 2023, no borrowings were outstanding under the HSBC China Facility. As of September 30, 2024, the amount available for future borrowings under the HSBC China Facility was RMB 200.0 million ($ 28.5 million). The effective interest rate for the three and nine months ended September 30, 2024 was 0 % (2023 — 3.88 %). NBC Facility In October 2019, the Company entered into a $ 5.0 million facility with National Bank of Canada (the “NBC Facility”) fully insured by Export Development Canada for use solely in conjunction with the issuance of performance guarantees and letters of credit. On August 21, 2024, the Company renewed the NBC Facility to August 21, 2025. The NBC Facility is renewable on the same terms and conditions on an annual basis. The Company did not have any letters of credit or advance payment guarantees outstanding as of September 30, 2024 and December 31, 2023 under the NBC Facility. Convertible Notes and Other Borrowings, Net As of September 30, 2024 and December 31, 2023, Convertible Notes and Other Borrowings, Net includes the following: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Convertible Notes $ 230,000 $ 230,000 Unamortized discounts and debt issuance costs ( 2,240 ) ( 3,367 ) Convertible Notes, net 227,760 226,633 Federal Economic Development Loan 2,733 3,200 Unaccreted interest benefit ( 455 ) ( 702 ) Federal Economic Development Loan, net 2,278 2,498 Convertible Notes and Other Borrowings, net $ 230,038 $ 229,131 20 Table of Contents Convertible Notes On March 19, 2021, the Company issued $ 230.0 million of 0.500 % Convertible Senior Notes due 2026 (the “Convertible Notes”) in a private placement conducted pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the issuance of the Convertible Notes were $ 223.7 million, after deducting the initial purchasers’ discounts and commissions. The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.500 % per annum on the principal of $ 230.0 million, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The Convertible Notes will mature on April 1, 2026, unless they are redeemed or repurchased by the Company or converted on an earlier date. Holders of the Convertible Notes have the right to convert their Convertible Notes in certain circumstances and during specified periods. Before January 1, 2026, holders of the Convertible Notes have the right to convert their Convertible Notes only upon the occurrence of certain events. From and after January 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as applicable, cash or a combination of cash (in an amount no less than the principal amount of the Convertible Notes being converted) and common shares, at its election, based on the applicable conversion rates. The initial conversion rate is 34.7766 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 28.75 per common share, and is subject to adjustment upon the occurrence of certain events. The Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after April 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any Convertible Notes for redemption will constitute a “make-whole fundamental change” with respect to such notes, in which case the conversion rate applicable to the conversion of such notes will be increased in certain circumstances if such notes are converted after they are called for redemption. In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are expected to reduce potential dilution resulting from the common shares the Company is required to issue and/or to offset any potential cash payments the Company is required to make in excess of the principal amount of the Convertible Notes in the event that the market price per share of the Company’s common shares is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $ 37.2750 per share of the Company’s common shares, which represents a premium of 75 % over the last reported sale price of the common shares when they were priced on March 16, 2021, and are subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of the Company’s common shares underlying the Convertible Notes. The cost of the Capped Call Transactions was approximately $ 19.1 million. The Capped Call Transactions are separate transactions, are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions meet all of the applicable criteria for equity classification in accordance with ASC 815-10-15-74(a), “Derivatives and Hedging — Embedded Derivatives — Certain Contracts Involving an Entity’s Own Equity,” and, as a result, the related $ 19.1 million cost was recorded as a reduction to Other Equity within Shareholders’ Equity on the Company’s Condensed Consolidated Statements of Shareholders’ Equity and Consolidated Balance Sheets. In addition, upon the occurrence of a “fundamental change” (as defined below), holders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. Subject to the terms and conditions of the indenture governing the Convertible Notes, a “fundamental change” means, among other things, an event resulting in (i) a change of control, (ii) a transfer of all or substantially all of the assets of the Company, (iii) a merger, (iv) liquidation or dissolution of the Company, or (v) delisting of the Company’s common shares from a national securities exchange. 21 Table of Contents The Company continues to record the Convertible Notes entirely as a liability in the Condensed Consolidated Balance Sheets, net of initial purchasers’ discounts and commissions and other debt issuance costs, with interest expense reflecting the cash coupon plus the amortization of the discounts and capitalized costs. Additionally, under the “if-converted” method, because the principal amount of the Convertible Notes is settled in cash and the conversion spread is settleable in the Company’s common shares, diluted earnings per share is calculated by including the net number of incremental shares that would be issued upon conversion of the Convertible Notes, using the average market price during the period. Accordingly, the application of the “if-converted” method may reduce the Company’s reported diluted earnings per share. Federal Economic Development Loan The Company’s wholly-owned subsidiary, SSIMWAVE Inc., entered into a contribution agreement with the Federal Economic Development Agency for Southern Ontario (the “Federal Economic Development Loan”) on May 29, 2019, under which SSIMWAVE Inc. received $ 4.2 million Canadian Dollars ($ 3.2 million) by way of repayable contributions toward certain eligible projects costs. The contributions under the agreement covered 35 % of the eligible and supported costs of SSIMWAVE between January 10, 2019 and December 31, 2022. The contributions were repayable over 60 months, with repayments beginning in January 2024 and an annual interest rate of 0 %. On January 1, 2024, SSIMWAVE Inc. was amalgamated into the Company. On January 4, 2024, the Federal Economic Development Loan was assigned to the Company with amendment to the repayment term. The contributions under the assigned agreement are repayable over 36 months beginning January 2024, with an annual interest rate of 0 %. The benefit of the interest-free loan has been determined by calculating the present value of the payments using a market-based interest rate and comparing this to the proceeds received. The benefit is recorded as the interest-free benefit of government funding within Interest Income on the Company’s Condensed Consolidated Statements of Operations. The obligation is being accreted to its maturity amount, resulting in an interest expense of $ 0.1 million and $ 0.2 million during the three and nine months ended September 30, 2024, respectively, which is being recorded within Interest Expense on the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2024, the Federal Economic Development Loan has a carrying value of $ 2.3 million, net of unaccreted interest benefit and is recorded within Convertible Notes and Other Borrowings, Net on the Company’s Condensed Consolidated Balance Sheets. 7. Commitments, Contingencies and Guarantees Commitments In the ordinary course of its business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described by the agreement. Contingencies and guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. Management is required to assess the likelihood of any adverse judgments or outcomes related to these legal contingencies, as well as potential ranges of probable or reasonably possible losses. The Company records a provision for a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The determination of the amount of any liability recorded or disclosed is reviewed at least quarterly based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel, taking into account the impact of negotiations, settlements, rulings, and other pertinent information related to the case. The amount of liabilities recorded or disclosed for these contingencies may change in the future due to changes in management’s judgments resulting from new developments or changes in settlement strategy. Any resulting adjustment to the liabilities recorded by the Company could have a material adverse effect on its results of operations, cash flows, and financial position in the period or periods in which such changes in judgment occur. The Company believes it has adequate provisions for any such matters. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. 22 Table of Contents (i) In January 2004, the Company and IMAX Theatre Services Ltd., a subsidiary of the Company, commenced an arbitration seeking damages before the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) with respect to the breach by Electronic Media Limited (“EML”) of its December 2000 agreement with the Company. In June 2004, the Company commenced a related arbitration before the ICC against EML’s affiliate, E-City Entertainment (I) PVT Limited (“E-City”). On March 27, 2008, the arbitration panel issued a final award in favor of the Company in the amount of $ 11.3 million, as well as an additional $ 2,512 each day in interest from October 1, 2007 until the date the award is paid. In July 2008, E-City commenced a proceeding in Mumbai, India seeking to prevent recognition of the ICC award in India. On March 10, 2017, the Supreme Court of India dismissed E-City’s petition. On March 29, 2017, the Company filed an Execution Application in the Bombay High Court seeking to enforce the ICC award against E-City and several related parties. On October 24, 2024, the Bombay High Court announced dismissal of the Company’s application, indicating that a written order will follow. To date, the Company has not received such order, and it fully intends to continue pursuing its rights and seeking to enforce the arbitration award. The Company has also taken steps to enforce the ICC final award outside of India. In December 2011, the Ontario Superior Court of Justice issued an order recognizing the final award and requiring E-City to pay the Company $ 30,000 to cover the costs of the application, and in May 2012, the New York Supreme Court recognized the Canadian judgment and entered it as a New York judgment. (ii) In addition to the matters described above, the Company is currently involved in other legal proceedings or governmental inquiries which, in the opinion of the Company’s management, will not materially affect the Company’s financial position or future operating results, although no assurance can be given with respect to the ultimate outcome of any such proceedings. (iii) In the normal course of business, the Company enters into agreements that may contain features that meet the definition of a guarantee. A guarantee is a contract (including an indemnity) that contingently requires the Company to make payments (either in cash, financial instruments, other assets, shares of its stock, or provision of services) to a third party based on (a) changes in an underlying interest rate, foreign exchange rate, equity or commodity instrument, index or other variable, that is related to an asset, a liability or an equity security of the counterparty, (b) failure of another party to perform under an obligating agreement or (c) failure of another third party to pay its indebtedness when due. Financial Guarantees Certain subsidiaries of the Company have provided significant financial guarantees to third parties under the Credit Agreement . Product Warranties The Company’s accrual for product warranties, which is recorded within Accrued and Other Liabilities in the Condensed Consolidated Balance Sheets, was less than $ 0.1 million as of September 30, 2024 and December 31, 2023, respectively. Director and Officer Indemnifications The Company’s by-laws contain an indemnification of its directors/officers, former directors/officers, and persons who have acted at its request to be a director/officer of an entity in which the Company is a shareholder or creditor, to indemnify them, to the extent permitted by the Canada Business Corporations Act , against expenses (including legal fees), judgments, fines and any amounts actually and reasonably incurred by them in connection with any action, suit or proceeding in which the directors and/or officers are sued as a result of their service, if they acted honestly and in good faith with a view to the best interests of the Company. In addition, the Company has entered into indemnification agreements with each of its directors in order to effectuate the foregoing. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been accrued in the Company’s Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, with respect to this indemnity. 23 Table of Contents Other Indemnification Agreements In the normal course of its operations, the Company provides indemnifications to counterparties in transactions such as: IMAX System lease and sale agreements and the supervision of installation or servicing of IMAX Systems; film production, exhibition and distribution agreements; real property lease agreements; and employment agreements. These indemnification agreements require the Company to compensate the counterparties for costs incurred as a result of litigation claims that may be suffered by the counterparty as a consequence of the transaction or the Company’s breach or non-performance under these agreements. While the terms of these indemnification agreements vary based upon the contract, they normally extend for the life of the agreements. A small number of agreements do not provide for any limit on the maximum potential amount of indemnification; however, virtually all of the IMAX System lease and sale agreements limit such maximum potential liability to the purchase price of the system. The fact that the maximum potential amount of indemnification required by the Company is not specified in some cases prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. Historically, the Company has not made any significant payments under such indemnifications and no amounts have been accrued in the Condensed Consolidated Financial Statements with respect to the contingent aspect of these indemnities. 8. Condensed Consolidated Statements of Operations – Supplemental Information Selling Expenses The following table summarizes the Company’s selling expenses, including sales commissions and marketing and other, which are recognized within Costs and Expenses Applicable to Revenues in the Condensed Consolidated Statements of Operations, for three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 2023 (In thousands of U.S. Dollars) Sales Commissions Marketing and Other Sales Commissions Marketing and Other Technology sales (1) $ 258 $ 139 $ 301 $ 347 Image enhancement and maintenance services (2) — 5,172 — 2,744 Technology rentals (3) 128 811 38 469 Total $ 386 $ 6,122 $ 339 $ 3,560 (1) Sales commissions paid prior to the recognition of the related revenue are deferred and recognized upon the client acceptance of the IMAX System. Direct advertising and marketing costs for each IMAX System are expensed as incurred. (2) Film exploitation costs, including advertising and marketing costs, are expensed as incurred. (3) Sales commissions related to joint revenue sharing arrangements accounted for as operating leases are recognized in the month they are earned by the salesperson, which is typically the month in which the IMAX System is installed, and are subject to subsequent performance-based adjustments. Direct advertising and marketing costs for each IMAX System are expensed as incurred. Nine Months Ended September 30, 2024 2023 (In thousands of U.S. Dollars) Sales Commissions Marketing and Other Sales Commissions Marketing and Other Technology sales (1) $ 684 $ 485 $ 861 $ 531 Image enhancement and maintenance services (2) — 11,848 — 13,088 Technology rentals (3) 378 1,811 147 1,179 Total $ 1,062 $ 14,144 $ 1,008 $ 14,798 (1) Sales commissions paid prior to the recognition of the related revenue are deferred and recognized upon the client acceptance of the IMAX System. Direct advertising and marketing costs for each IMAX System are expensed as incurred. (2) Film exploitation costs, including advertising and marketing costs, are expensed as incurred. (3) Sales commissions related to joint revenue sharing arrangements accounted for as operating leases are recognized in the month they are earned by the salesperson, which is typically the month in which the IMAX System is installed, and are subject to subsequent performance-based adjustments. Direct advertising and marketing costs for each IMAX System are expensed as incurred. Foreign Exchange Included in Selling, General and Administrative Expenses for the three and nine months ended September 30, 2024 are foreign currency net losses of $ 0.3 million and $ 0.8 million, respectively (2023 — net losses of $ 0.2 million and $ 0.8 million, respectively) resulting from changes in exchange rates related to foreign currency denominated monetary assets and liabilities. See Note 15 for additional information. 24 Table of Contents Collaborative Arrangements Joint Revenue Sharing Arrangements The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in Note 2(o) of the Company’s audited Consolidated Financial Statements in its 2023 Form 10-K. Revenue attributable to transactions arising between the Company and its customers under joint revenue sharing arrangements are recorded within Revenues — Technology Sales (for hybrid joint revenue sharing arrangements) and Revenues — Technology Rentals (for traditional joint revenue sharing arrangements). For the three and nine months ended September 30, 2024, such revenues totaled $ 15.9 million and $ 48.4 million, respectively (2023 — $ 23.1 million and $ 63.8 million, respectively). IMAX Film Remastering and Distribution In an IMAX Film Remastering and distribution arrangement, the Company receives a percentage of the box office receipts from a third party who owns the copyright to a film in exchange for converting the film into IMAX format and distributing it through the IMAX network. The fee earned by the Company in a typical IMAX Film Remastering and distribution arrangement averages approximately 12.5 % of box office receipts (i.e. gross box office receipts less applicable sales taxes), except for within mainland China, where the Company receives a lower percentage of net box office receipts for certain Hollywood films. The accounting policy for the Company’s Film Remastering and distribution arrangements is disclosed in Note 2(o) of the Company’s audited Consolidated Financial Statements in its 2023 Form 10-K. Revenue attributable to transactions arising between the Company and its customers under IMAX Film Remastering and distribution arrangements are included in Revenues – Image Enhancement and Maintenance Services. For the three and nine months ended September 30, 2024, such revenues totaled $ 26.7 million and $ 77.7 million, respectively (2023 — $ 42.5 million and $ 101.8 million, respectively). See Note 12 for a disaggregated presentation of the Company’s revenues. Co-Produced Film Arrangements In certain film arrangements, the Company co-produces a film with a third party whereby the third party retains the copyright and certain other rights to the film. In some cases, the Company obtains exclusive theatrical distribution rights to the film. Under these arrangements, both parties contribute to the funding of the production, distribution and exploitation costs associated with the film. As of September 30, 2024, the Company is party to one co-produced film arrangement, which represents the VIE total assets balance of $ 1.4 million and liabilities balance of $ 0.2 million, and five other co-produced film arrangements, the terms of which are similar. The accounting policies relating to co-produced film arrangements are disclosed in Notes 2(a) and 3(o) of the Company’s audited Consolidated Financial Statements in its 2023 Form 10-K. For the three and nine months ended September 30, 2024, an expense of $ 0.2 million and $ 3.2 million, respectively (2023 — $ 0.2 million and $ 0.5 million, respectively) attributable to transactions between the Company and other parties involved in the production of the films have been included in Costs and Expenses Applicable to Revenues ― Image Enhancement and Maintenance Services. 25 Table of Contents 9. Condensed Consolidated Statements of Cash Flows – Supplemental Information Changes in other operating assets and liabilities Nine Months Ended September 30, (In thousands of U.S. Dollars) 2024 2023 Decrease (increase) in: Financing receivables $ 4,197 $ 5,096 Prepaid expenses ( 2,185 ) ( 1,767 ) Variable consideration receivables ( 10,308 ) ( 14,990 ) Other assets ( 2,026 ) ( 4,615 ) (Decrease) increase in: Accounts payable ( 318 ) 12,523 Accrued and other liabilities ( 3,131 ) ( 388 ) Total $ ( 13,771 ) $ ( 4,141 ) Depreciation and amortization Nine Months Ended September 30, (In thousands of U.S. Dollars) 2024 2023 Film assets $ 18,659 $ 16,720 Property, plant and equipment: Equipment supporting joint revenue sharing arrangements 17,011 17,228 Other property, plant and equipment (1) 6,440 6,937 Other intangible assets (2) 5,164 4,353 Other assets (3) 1,628 1,239 Total $ 48,902 $ 46,477 (1) Includes the amortization of laser projection systems, camera, and lens upgrades recorded in Research and Development on the Condensed Consolidated Statements of Operations of $ 0.4 million in the nine months ended September 30, 2024 (2023 — $ 0.4 million). (2) Includes the amortization of licenses and intellectual property recorded in Research and Development on the Condensed Consolidated Statements of Operations of $ 1.0 million in the nine months ended September 30, 2024 (2023 — $ 1.0 million). (3) Includes the amortization of lessee incentives provided by the Company to its customers under joint revenue sharing arrangements. Write-downs Nine Months Ended September 30, (In thousands of U.S. Dollars) 2024 2023 Inventories 266 ( 27 ) Property, plant and equipment: Equipment supporting joint revenue sharing arrangements (1) 2,660 486 Other property, plant and equipment 55 3 Other intangible assets 44 — Film assets 9 410 Total $ 3,034 $ 872 (1) For the nine months ended September 30, 2024, the Company recorded charges of $ 2.7 million (2023 ― $ 0.5 million) in Costs and Expenses Applicable to Revenues ― Technology Rentals mostly related to the write-down of systems under joint revenue sharing arrangements resulting from contract amendments, as well as the permanent closure of one IMAX System. 26 Table of Contents Significant non-cash investing activities Nine Months Ended September 30, (In thousands of U.S. Dollars) 2024 2023 Net increase (decrease) in accruals related to: Investment in equipment supporting joint revenue sharing arrangements $ 560 $ ( 493 ) Acquisition of other intangible assets 5 ( 31 ) Purchases of property, plant and equipment (1) ( 28 ) 117 Net amount $ 537 $ ( 407 ) (1) Refer to Note 4 for supplemental disclosure of non-cash leasing activities. 10. Income Taxes Income Tax Expense For the three months ended September 30, 2024, the Company recorded an income tax expense of $ 2.4 million (2023 — tax expense of $ 6.6 million). The Company’s effective tax rate of 13.4 % for the three months ended September 30, 2024 differs from the Canadian statutory rate of 26.5% primarily due to tax rate differences in foreign jurisdictions and a decrease in the valuation allowance, which was partially offset by an increase in tax reserves, tax return adjustments and withholding taxes. The Company’s effective tax rate of 30.4 % for the three months ended September 30, 2023 differs from the Canadian statutory rate of 26.5% primarily due to tax rate differences in foreign jurisdictions, which was offset by an increase in the valuation allowance, tax return adjustments and withholding taxes. For the nine months ended September 30, 2024, the Company recorded an income tax expense of $ 3.5 million (2023 — tax expense of $ 14.9 million). The Company’s effective tax rate of 12.0 % for the nine months ended September 30, 2024 differs from the Canadian statutory rate of 26.5% primarily due to tax rate differences in foreign jurisdictions and a tax benefit related to an internal asset sale during the second quarter which was partially offset by an increase in the valuation allowance, tax reserves, tax return adjustments, withholding taxes and a shortfall in tax benefits related to share-based compensation. The Company’s effective tax rate of 33.4 % for the nine months ended September 30, 2023 differs from the Canadian statutory rate of 26.5% primarily due to tax rate differences in foreign jurisdictions which was offset by an increase in the valuation allowance, tax return adjustments and withholding taxes. In the nine months ended September 30, 2024, the Company completed an internal asset sale to more closely align its intellectual property ownership with its operations. In order to effect this internal asset sale, transactions between entities within the group resulted in capital gains for tax purposes. The tax expense related to the capital gain was partially offset by the reversal of the valuation allowance. Net deferred tax assets were also recorded on the transaction, resulting in a net tax benefit of $ 7.7 million. As of September 30, 2024, the Company’s Condensed Consolidated Balance Sheets includes net deferred income tax assets of $ 15.7 million (December 31, 2023 — $ 8.0 million). Realization of net deferred tax assets is dependent upon generation of sufficient taxable income in future years to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. As of September 30, 2024, the Company’s Condensed Consolidated Balance Sheets also include deferred tax liabilities of $ 12.5 million (December 31, 2023 — $ 12.5 million) primarily related to foreign withholding taxes associated with the remaining balance of non-repatriated historical earnings that will not be indefinitely reinvested outside of Canada. Share Buyback Tax Legislation to introduce a 2% tax on the value of certain share buybacks net of share issuances by publicly traded Canadian-resident corporations was enacted during the second quarter of 2024. The tax applies to net share repurchases on or after January 1, 2024, with certain exceptions. The tax is imposed on the repurchasing corporation itself and will be included in the cost basis of the repurchased treasury stock. The Company has recorded a tax liability in the amount of $ 0.1 million at September 30, 2024. 27 Table of Contents 11. Capital Stock and Reserves Share-Based Compensation For the three and nine months ended September 30, 2024, share-based compensation expense totaled $ 5.4 million and $ 16.9 million, respectively (2023 — $ 5.2 million and $ 17.1 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, (In thousands of U.S. Dollars, except rates) 2024 2023 2024 2023 Costs and expenses applicable to revenues $ 251 $ 247 $ 726 $ 752 Selling, general and administrative expenses 5,036 4,865 15,879 16,537 Research and development 112 106 333 310 Executive transition costs — — — ( 499 ) Total $ 5,399 $ 5,218 $ 16,938 $ 17,100 The following table summarizes the Company’s share-based compensation expense (recovery) by each award type: Three Months Ended Nine Months Ended September 30, September 30, (In thousands of U.S. Dollars, except rates) 2024 2023 2024 2023 Stock Options $ — $ — $ — $ 84 Restricted Share Units 3,111 2,686 9,986 9,880 Performance Stock Units 2,048 1,985 5,866 4,909 IMAX China Stock Options — — — 12 IMAX China Long Term Incentive Plan Restricted Share Units 297 427 1,019 1,816 IMAX China Long Term Incentive Plan Performance Stock Units ( 57 ) 120 67 399 $ 5,399 $ 5,218 $ 16,938 $ 17,100 For the three and nine months ended September 30, 2024, the Company’s share-based compensation expense includes $ 0.1 million and $ 1.8 million related to restricted share units granted to non-employees (2023 — $ nil and $ 1.7 million, respectively). Stock Option Summary The following table summarizes the activity under the Company’s Stock Option Plan (“SOP”) and the IMAX Corporation Second Amended and Restated Long-Term Incentive Plan (as may be amended, “IMAX LTIP”) for the nine months ended September 30, 2024 and 2023: Number of Shares Weighted Average Exercise Price Per Share 2024 2023 2024 2023 Stock options outstanding, beginning of period 3,329,422 3,604,739 $ 26.23 $ 26.36 Exercised ( 4,687 ) — 20.85 — Expired ( 607,114 ) ( 275,317 ) 28.15 27.95 Cancelled ( 1,768 ) — 24.38 — Stock options outstanding, end of period 2,715,853 3,329,422 25.81 26.23 Stock options exercisable, end of period 2,715,853 3,329,422 25.81 26.23 Stock options are no longer granted under the Company’s previously approved SOP. IMAX LTIP Restricted Share Units (“RSU”) Summary 28 Table of Contents The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the nine months ended September 30, 2024 and 2023: Number of Shares Weighted Average Grant Date Fair Value Per Share 2024 2023 2024 2023 RSUs outstanding, beginning of period 1,286,830 1,252,044 $ 18.53 $ 19.16 Granted 948,261 898,680 16.44 17.82 Vested and settled ( 698,187 ) ( 742,406 ) 18.67 18.68 Forfeited ( 47,474 ) ( 95,510 ) 18.08 19.22 RSUs outstanding, end of period 1,489,430 1,312,808 17.15 18.52 IMAX LTIP Performance Stock Units (“PSU”) Summary The Company grants two types of PSU awards, one which vests based on a combination of employee service and the achievement of certain Adjusted EBITDA 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 Adjusted 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 Adjusted EBITDA PSU award or 175 % of the initial TSR PSU award for awards issued in 2022 and 150 % of the initial TSR PSU award for awards issued in 2023 and thereafter, depending upon actual performance versus the established Adjusted EBITDA and TSR targets, respectively. The grant date fair value of PSUs with Adjusted EBITDA 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 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 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 Adjusted EBITDA 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. The expense recognized in the nine months ended September 30, 2024 and 2023 includes adjustments reflecting management’s estimate of the number of Adjusted EBITDA PSUs expected to vest. The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP for the nine months ended September 30, 2024 and 2023: Number of Awards Weighted Average Grant Date Fair Value Per Share 2024 2023 2024 2023 PSUs outstanding, beginning of period 922,621 931,716 $ 19.16 $ 18.96 Granted (1) 580,336 585,602 17.97 17.69 Vested and settled (1) ( 316,226 ) ( 368,602 ) 19.71 16.92 Forfeited (2) ( 85,764 ) ( 215,376 ) 21.00 18.14 PSUs outstanding, end of period 1,100,967 933,340 18.32 19.16 (1) For the nine months ended September 30, 2024, the balance of shares granted includes 135,511 additional shares, at a weighted average grant date fair value per share of $ 19.71 , as PSUs granted in 2021 with Adjusted EBITDA targets vested at 175 % on account of full achievement of the targets. (2) Forfeited PSUs include the TSR target awards issued in 2021 which did not vest as the market condition was not satisfied. Since the grant date, the Company recorded an expense of $ 1.5 million associated with these 68,850 shares which, despite the awards not vesting, will not be reversed into income. 29 Table of Contents As of September 30, 2024, the maximum number of common shares that may be issued with respect to PSUs outstanding is 1,876,792 , assuming full achievement of the Adjusted EBITDA and TSR targets. Issuer Purchases of Equity Securities On June 12, 2017, the Company announced that its Board of Directors approved a $ 200.0 million share repurchase program for its common shares that would have expired on June 30, 2020, which was subsequently extended for a 12-month period in 2020, 2021, and 2023 and increased the total share repurchase authority to $ 400.0 million. In 2023, the Company’s Board of Directors approved a 36-month extension to its share repurchase program through June 30, 2026. As of September 30, 2024, the Company has $ 150.7 million available under the program. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant to 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. During the three months ended September 30, 2024, the Company did no t have any repurchases of common shares. During the nine months ended September 30, 2024, the Company repurchased 1,166,370 common shares at an average price of $ 13.99 per share, for a total of $ 16.3 million, excluding commissions. During the three and nine months ended September 30, 2023, the Company repurchased 13,981 and 144,482 common shares, respectively, at an average price of $ 18.00 and $ 15.47 per share, for a total of $ 0.3 million and $ 2.2 million, respectively, excluding commissions. The repurchases for the nine months ended September 30, 2024 excludes repurchases of 108,393 shares, at an average price of $ 14.98 for a total of $ 1.6 million with trade dates in December 2023 (2023 — 140,000 shares at an average price of $ 14.45 , for a total of $ 2.0 million, with trade dates in December 2022). During the nine months ended September 30, 2024 and 2023, there were no shares purchases in the administration of employee share-based plans. As of September 30, 2024 and December 31, 2023, the IMAX LTIP trustee did not hold any shares. Any shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Condensed Consolidated Balance Sheets. In 2023, 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 June 7, 2023 ( 33,959,314 shares). This program expired on the date of the 2024 Annual General Meeting of IMAX China on June 7, 2024. During the 2024 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10 % of the total number of shares as of June 7, 2024 ( 34,000,845 shares). This program will be valid until the 2025 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 months ended September 30, 2024, IMAX China did no t have any repurchases of common shares. During the nine months ended September 30, 2024, IMAX China repurchased 119,900 common shares, at an average price of HKD 7.43 per share ($ 0.95 per share) for a total of HKD 0.9 million ($ 0.1 million). IMAX China did no t have any repurchases during the three and nine months ended September 30, 2023. The change in the non-controlling interest attributable to IMAX China as a result of common shares repurchased is recorded as a reduction to Non-Controlling Interests in the Condensed Consolidated Balance Sheets and the Condensed 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 Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Shareholders’ Equity. 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, (In thousands) 2024 2023 2024 2023 Issued and outstanding, beginning of period 52,677 54,620 53,260 54,149 Weighted average number of shares issued (repurchased), net 5 ( 2 ) ( 655 ) 275 Weighted average number of shares outstanding - basic 52,682 54,618 52,605 54,424 Weighted average effect of potential common shares, if dilutive 1,407 917 1,023 837 Weighted average number of shares outstanding - diluted 54,089 55,535 53,628 55,261 30 Table of Contents For the three and nine months ended September 30, 2024, the calculation of diluted weighted average shares outstanding excludes 2,192,874 and 2,769,499 shares, respectively (2023 — 3,395,488 and 3,398,228 shares, respectively) that are issuable upon the vesting or exercise of share-based compensation including: (i) nil and 10,798 RSUs, respectively (2023 — 29,702 and 32,442 RSUs, respectively), (ii) nil and 42,848 PSUs, respectively (2023 — 36,364 PSUs, respectively) and (iii) 2,192,874 and 2,715,853 stock options, respectively (2023 — 3,329,422 stock options, respectively), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the three and nine months ended September 30, 2024 and 2023 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. Statutory Surplus Reserve Pursuant to the corporate law of 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), as reported in their respective statutory financial statements, before the declaration or payment of dividends to equity holders. All statutory reserves are created for specific purposes. 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 contribution when the 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 only be used to fund losses from prior years, to expand production operations, or to increase the capital of the subsidiaries. In addition, the subsidiaries may make further contribution to the discretional surplus reserve using post-tax profits in accordance with resolutions of the Board of Directors. The statutory surplus reserve of RMB 36.4 million ($ 5.6 million) has reached 50 % of the Company’s PRC subsidiaries’ registered capital, as such no further contributions to the reserve are required. 31 Table of Contents 12. Revenue from Contracts with Customers Disaggregated Information About Revenue The following tables summarize the Company’s Revenues by reportable segment and revenue stream type for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 (In thousands of U.S. Dollars) Technology Sales Image Enhancement and Maintenance Services Technology Rentals Finance Income Total Content Solutions Segment: Film Remastering and Distribution $ — $ 26,687 $ — $ — $ 26,687 Other Content Solutions — 3,356 86 — 3,442 — 30,043 86 — 30,129 Technology Products and Services Segment: System Sales 24,365 — — — 24,365 System Rentals — — 16,029 — 16,029 Maintenance — 15,443 — — 15,443 Finance Income — — — 2,134 2,134 24,365 15,443 16,029 2,134 57,971 Sub-total for reportable segments 24,365 45,486 16,115 2,134 88,100 All Other 1,940 1,405 7 — 3,352 Total $ 26,305 $ 46,891 $ 16,122 $ 2,134 $ 91,452 Nine Months Ended September 30, 2024 (In thousands of U.S. Dollars) Technology Sales Image Enhancement and Maintenance Services Technology Rentals Finance Income Total Content Solutions Segment Film Remastering and Distribution $ — $ 77,712 $ — $ — $ 77,712 Other Content Solutions — 21,292 214 — 21,506 — 99,004 214 — 99,218 Technology Products and Services Segment System Sales 50,926 — — — 50,926 System Rentals — — 48,545 — 48,545 Maintenance — 45,835 — — 45,835 Finance Income — — — 6,713 6,713 50,926 45,835 48,545 6,713 152,019 Sub-total for reportable segments 50,926 144,839 48,759 6,713 251,237 All Other 3,703 4,589 7 — 8,299 Total $ 54,629 $ 149,428 $ 48,766 $ 6,713 $ 259,536 32 Table of Contents Three Months Ended September 30, 2023 (In thousands of U.S. Dollars) Technology Sales Image Enhancement and Maintenance Services Technology Rentals Finance Income Total Content Solutions Segment Film Remastering and Distribution $ — $ 42,481 $ — $ — $ 42,481 Other Content Solutions — 1,733 — — 1,733 — 44,214 — — 44,214 Technology Products and Services Segment System Sales 16,443 — — — 16,443 System Rentals — — 23,008 — 23,008 Maintenance — 14,353 — — 14,353 Finance Income — — — 2,365 2,365 16,443 14,353 23,008 2,365 56,169 Sub-total for reportable segments 16,443 58,567 23,008 2,365 100,383 All Other 1,830 1,683 — — 3,513 Total $ 18,273 $ 60,250 $ 23,008 $ 2,365 $ 103,896 Nine Months Ended September 30, 2023 (In thousands of U.S. Dollars) Technology Sales Image Enhancement and Maintenance Services Technology Rentals Finance Income Total Content Solutions Segment Film Remastering and Distribution $ — $ 101,772 $ — $ — $ 101,772 Other Content Solutions — 5,833 — — 5,833 — 107,605 — — 107,605 Technology Products and Services Segment System Sales 60,296 — — — 60,296 System Rentals — — 62,612 — 62,612 Maintenance — 42,395 — — 42,395 Finance Income — — — 6,510 6,510 60,296 42,395 62,612 6,510 171,813 Sub-total for reportable segments 60,296 150,000 62,612 6,510 279,418 All Other 5,159 4,244 — — 9,403 Total $ 65,455 $ 154,244 $ 62,612 $ 6,510 $ 288,821 For the three and nine months ended September 30, 2024, revenues earned from Technology Sales include variable consideration of $ 8.2 million and $ 17.6 million, respectively (2023 — $ 4.0 million and $ 21.3 million, respectively). Variable consideration revenues represent an estimate of the contingent fees that may become due if certain annual minimum box office receipt thresholds are exceeded and are recorded as revenue in the period when the sale is recognized and may be adjusted in future periods based on actual results and changes in estimates over the term of the system agreement. For the three and nine months ended September 30, 2024, revenues earned from leasing arrangements total $ 15.9 million and $ 48.4 million, respectively (2023 — $ 22.8 million and $ 65.6 million, respectively), including $ 16.0 million and $ 48.5 million, respectively, in Revenues ― Technology Rentals (2023 — $ 23.0 million and $ 62.6 million, respectively), and a reversal of $ 0.1 million in the three and nine months ended September 30, 2024, respectively, in Revenues ― Technology Sales (2023 — revenues of $ 0.2 million and $ 3.4 million, respectively). 33 Table of Contents Deferred Revenue IMAX System sale and lease arrangements include a requirement for the Company to provide maintenance services over the life of the arrangement, some of which are subject to a consumer price index adjustment each year. In circumstances where customers prepay the entire term’s maintenance fee based on the original arrangement, additional payments are due to the Company for the years after its extended warranty and maintenance obligations expire. Payments, upon renewal each year, are either prepaid or made in arrears and can vary in frequency from monthly to annually. As of September 30, 2024, $ 17.9 million of consideration has been deferred in relation to outstanding maintenance services to be provided on existing maintenance contracts (December 31, 2023 — $ 22.8 million). Maintenance revenue is recognized evenly over the contract term which coincides with the period over which maintenance services are provided. In the event of customer default, any payments made by the customer may be retained by the Company. In instances where the Company receives consideration prior to satisfying its performance obligations, the recognition of revenue is deferred. The majority of the deferred revenue balance relates to payments received by the Company for IMAX Systems where control of the system has not yet transferred to the customer. The deferred revenue balance related to an individual IMAX System increases as progress payments are made and is then derecognized when control of the system is transferred to the customer. Recognition dates are variable and depend on numerous factors, including some outside of the Company’s control. During the three and nine months ended September 30, 2024, $ 11.5 million and $ 35.7 million of revenue, respectively, was recognized from the $ 67.1 million balance of deferred revenue as of December 31, 2023. During the three and nine months ended September 30, 2023, $ 18.3 million and $ 59.3 million of revenue, respectively, was recognized from the $ 70.9 million balance of deferred revenue as of December 31, 2022. 13. Segment Reporting The Company’s Chief Executive Officer (“CEO”) is its CODM, as such term is defined under U.S. GAAP. The CODM assesses segment performance based on segment revenues and segment gross margins. Selling, general and administrative expenses, research and development costs, the amortization of intangible assets, provision for (reversal of) current expected credit losses, certain write-downs, interest income, interest expense, and income tax (expense) benefit are not allocated to the Company’s segments. The Company has the following reportable segments: (i) Content Solutions, which principally includes the digital remastering of films and other content into IMAX formats for distribution to the IMAX network. To a lesser extent, the Content Solutions segment also earns revenue from the distribution of large-format documentary films and exclusive experiences ranging from live performances to interactive events with leading artists and creators, as well as film post-production services. (ii) Technology Products and Services, which includes results from the sale or lease of IMAX Systems, as well as from the maintenance of IMAX Systems. To a lesser extent, the Technology Product and Services segment also earns revenue from certain ancillary theater business activities, including after-market sales of IMAX System parts and 3D glasses. Transactions between segments are valued at exchange value. Inter-segment profits are eliminated upon consolidation, as well as for the disclosures below. The following table presents the Company’s revenue and gross margin by reportable segment for the three months ended September 30, 2024 and 2023: Revenue (1) Gross Margin (In thousands of U.S. Dollars) 2024 2023 2024 2023 Content Solutions $ 30,129 $ 44,214 $ 16,449 $ 26,407 Technology Products and Services 57,971 56,169 31,964 33,761 Sub-total for reportable segments 88,100 100,383 48,413 60,168 All Other (2) 3,352 3,513 2,606 2,547 Total $ 91,452 $ 103,896 $ 51,019 $ 62,715 (1) The Company’s largest customer represents 13 % of total Revenues for the three months ended September 30, 2024 (2023 — 11 %). No single customer comprises more than 10% of the Company’s total Accounts Receivable as of September 30, 2024 and December 31, 2023. (2) All Other includes the results from the Company's streaming and consumer technology business, as well as other ancillary activities. 34 Table of Contents The following table presents the Company’s revenue and gross margin by reportable segment for the nine months ended September 30, 2024 and 2023: Revenue (1) Gross Margin (In thousands of U.S. Dollars) 2024 2023 2024 2023 Content Solutions $ 99,218 $ 107,605 $ 54,686 $ 64,397 Technology Products and Services 152,019 171,813 81,331 100,066 Sub-total for reportable segments 251,237 279,418 136,017 164,463 All Other (2) 8,299 9,403 5,818 6,190 Total $ 259,536 $ 288,821 $ 141,835 $ 170,653 (1) The Company’s largest customer represents 11 % of total Revenues for the nine months ended September 30, 2024 (2023 — 8 %). No single customer comprises more than 10% of the Company’s total Accounts Receivable as of September 30, 2024 and December 31, 2023. (2) All Other includes the results from the Company's streaming and consumer technology business, as well as other ancillary activities. Geographic Information Revenue by geographic area is based on the location of the customer. Revenue related to IMAX Film Remastering process is presented based upon the geographic location of the IMAX System that exhibits the remastered films. IMAX Film Remastering and distribution revenue is generated through contractual relationships with studios and other third parties that may not be in the same geographical location as the IMAX Systems that exhibit the remastered films. The following table summarizes the Company’s revenues by geographic area for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended September 30, September 30, (In thousands of U.S. Dollars) 2024 2023 2024 2023 United States $ 38,363 $ 33,216 $ 103,263 $ 92,768 Greater China 21,324 28,297 65,527 73,975 Asia (excluding Greater China) 16,930 18,042 35,643 44,649 Western Europe 3,741 13,849 28,440 43,827 Canada 1,687 4,387 7,254 15,685 Latin America 2,954 2,069 6,672 6,505 Rest of the World 6,453 4,036 12,737 11,412 Total $ 91,452 $ 103,896 $ 259,536 $ 288,821 The United States, Greater China (which includes the mainland of the People’s Republic of China, Hong Kong, Macau, and Taiwan), Western Europe and Asia (excluding Greater China) each comprise greater than 10 % of the Company’s total revenues for the three and nine months ended September 30, 2024 and 2023. respectively. 14. Employee’s Pension and Postretirement Benefits Defined Benefit Plan The Company has an unfunded defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), covering its CEO, Richard L. Gelfond. Under the terms of the SERP, if Mr. Gelfond’s employment is terminated other than for cause (as defined in his employment agreement), he is entitled to receive SERP benefits in the form of a lump sum payment. SERP benefit payments to Mr. Gelfond are subject to a deferral for six months after the termination of his employment, at which time Mr. Gelfond will be entitled to receive interest on the deferred amount credited at the applicable federal rate for short-term obligations. Pursuant to an amendment to his employment agreement dated September 19, 2022, the term of Mr. Gelfond’s employment was extended through December 31, 2025, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of his employment agreement, as amended, the total benefit payable to Mr. Gelfond under the SERP is fixed at $ 20.3 million. 35 Table of Contents As of September 30, 2024, the Company’s projected benefit obligation under the SERP is $ 18.8 million (December 31, 2023 — $ 18.2 million). For the three and nine months ended September 30, 2024, the Company recorded interest costs of $ 0.2 million and $ 0.6 million, respectively, (2023 — $ 0.2 million and $ 0.6 million, respectively) related to the SERP. The Company expects to recognize additional interest costs of $ 0.2 million related to the SERP during the remainder of 2024. No contributions are expected to be made to the SERP in 2024. Defined Contribution Pension Plan The Company also maintains defined contribution plans for its employees, including its executive officers. The Company makes contributions to these plans on behalf of employees in an amount up to 5 % of their base salary subject to certain prescribed maximums. During the three and nine months ended September 30, 2024, the Company contributed and recorded expense of $ 0.2 million and $ 1.1 million, respectively, (2023 — $ 0.3 million and $ 0.9 million, respectively) to its Canadian defined contribution plan and $ 0.2 million and $ 0.7 million, respectively, (2023 — $ 0.2 million and $ 0.7 million, respectively) to its defined contribution employee plan under Section 401(k) of the U.S. Internal Revenue Code. Postretirement Benefits – Executives The Company has an unfunded postretirement plan for Mr. Gelfond and Bradley J. Wechsler, former Chairman of the Company’s Board of Directors (the “Executive Postretirement Benefit Plan”). The Executive Postretirement Benefit Plan provides that the Company will maintain health benefits for Messrs. Gelfond and Wechsler until they become eligible for Medicare and, thereafter, the Company will provide Medicare supplemental coverage as selected by Messrs. Gelfond and Wechsler. Mr. Wechsler retired from the Company’s Board of Directors on June 9, 2021, and the Company is providing him with Medicare supplemental coverage or its cash equivalent. As of September 30, 2024, the Company’s postretirement benefits obligation under this plan is $ 0.5 million (December 31, 2023 — $ 0.5 million). For the three and nine months ended September 30, 2024, the Company has recorded an expense of less than $ 0.1 million, respectively (2023 — less than $ 0.1 million, respectively) related to this plan. Postretirement Benefits – Canadian Employees The Company has an unfunded postretirement plan for its Canadian employees meeting specific eligibility requirements. The Company will provide eligible participants, upon retirement, with health and welfare benefits. As of September 30, 2024, the Company’s postretirement benefits obligation under this plan is $ 0.8 million (December 31, 2023 — $ 1.0 million). For the three and nine months ended September 30, 2024, the Company has recorded expense of less than $ 0.1 million, respectively, (2023 — less than $ 0.1 million and $ 0.1 million, respectively) related to this plan. Deferred Compensation Benefit Plan The Company maintained a nonqualified deferred compensation benefit plan (the “Retirement Plan”) covering the former CEO of IMAX Entertainment and Senior Executive Vice President of the Company. Under the terms of the Retirement Plan, the benefits were due to vest in full if the executive incurred a separation from service from the Company (as defined therein). In 2018, the executive incurred a separation from service from the Company, and as such, the Retirement Plan benefits became fully vested as of December 31, 2018. As of September 30, 2024, the benefit obligation related to the Retirement Plan was $ 4.2 million (December 31, 2023 — $ 4.1 million) and is recorded on the Company’s Condensed Consolidated Balance Sheets within Accrued and Other Liabilities. As the Retirement Plan is fully vested, the benefit obligation is measured at the present value of the benefits expected to be paid in the future with the accretion of interest recognized in the Condensed Consolidated Statements of Operations within Retirement Benefits Non-Service Expense. The Retirement Plan is funded by an investment in company-owned life insurance (“COLI”), which is recorded at its fair value on the Company’s Condensed Consolidated Balance Sheets within Prepaid Expenses. As of September 30, 2024, fair value of the COLI asset was $ 3.6 million (December 31, 2023 — $ 3.5 million). Gains and losses resulting from changes in the cash surrender value of the COLI asset are recognized in the Condensed Consolidated Statements of Operations within Realized and Unrealized Investment Gains. 36 Table of Contents 15. Financial Instruments Financial Instruments The Company’s cash is invested with various major financial institutions. The Company’s $ 104.5 million balance of cash and cash equivalents as of September 30, 2024 (December 31, 2023 — $ 76.2 million) includes $ 90.8 million in cash held outside of Canada (December 31, 2023 — $ 68.5 million), of which $ 49.9 million was held in the PRC (December 31, 2023 — $ 30.0 million). Fair Value Measurements The carrying values of the Company’s Cash and Cash Equivalents, Accounts Receivable, Accounts Payable and Accrued Liabilities due within one year approximate their fair values due to the short-term maturity of these instruments. Including these instruments, the Company’s financial instruments consist of the following: As of September 30, 2024 As of December 31, 2023 (In thousands of U.S. Dollars) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 1 Cash and cash equivalents (1) $ 104,504 $ 104,504 $ 76,200 $ 76,200 Level 2 Net financed sales receivables (2) $ 95,397 $ 95,160 $ 97,615 $ 96,500 Net investment in sales-type leases (2) 28,062 27,086 29,539 28,751 Equity securities (1) 1,000 1,000 1,000 1,000 COLI (4) 3,616 3,616 3,522 3,522 Foreign exchange contracts — designated forwards (3) 115 115 819 819 Wells Fargo Credit Facility borrowings (1) ( 47,000 ) ( 47,000 ) ( 24,000 ) ( 24,000 ) Federal Economic Development Loan (3) ( 2,278 ) ( 2,278 ) ( 2,498 ) ( 2,498 ) Convertible Notes (5) ( 230,000 ) ( 230,922 ) ( 230,000 ) ( 205,850 ) (1) Recorded at cost, which approximates fair value. (2) Fair value is estimated based on discounting future cash flows at currently available interest rates with comparable terms. (3) Fair value is determined using quoted prices in active markets. (4) Measured at cash surrender value, which approximates fair value. (5) Fair value is determined using quoted market prices that are observable in the market or that could be derived from observable market data. Foreign Exchange Risk Management The Company is exposed to market risk from changes in foreign currency rates. A majority of the Company’s revenues is denominated in U.S. Dollars while a significant portion of its costs and expenses is denominated in Canadian Dollars. A portion of the Company’s net U.S. Dollar cash is converted to Canadian Dollars to fund Canadian Dollar expenses through the spot market. In China and Japan, the Company has ongoing operating expenses related to its operations in RMB, HKD and Japanese Yen, respectively. Net cash flows are converted to and from U.S. Dollars through the spot market. The Company also has cash receipts under leases denominated in RMB, Japanese Yen, Canadian Dollars and Euros which are converted to U.S. Dollars through the spot market. In addition, because IMAX films generate box office receipts in 89 different countries, unfavorable exchange rates between applicable local currencies and the U.S. Dollar could have an impact on box-office receipts and the Company’s revenues and results of operations. The Company’s policy is to not use any financial instruments for trading or other speculative purposes. 37 Table of Contents The Company has entered into a series of foreign currency forward contracts to manage the risks associated with the volatility of foreign currencies. Certain of these foreign currency forward contracts met the criteria required for hedge accounting under the Derivatives and Hedging Topic of the FASB ASC at inception, and continue to meet hedge effectiveness tests as of September 30, 2024 (the “Foreign Currency Hedges”), with settlement dates throughout 2024 and 2025. Foreign currency derivatives are recognized and measured in the Condensed Consolidated Balance Sheets at fair value. Changes in the fair value (i.e., gains or losses) are recognized in the Condensed Consolidated Statements of Operations except for derivatives designated and qualifying as foreign currency cash flow hedging instruments. The Company currently has cash flow hedging instruments associated with Selling, General and Administrative Expenses. For foreign currency cash flow hedging instruments related to Selling, General and Administrative Expenses, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported in Accumulated Other Comprehensive Loss and reclassified to the Condensed Consolidated Statements of Operations when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the Condensed Consolidated Statements of Operations. The notional value of foreign currency cash flow hedging instruments that qualify for hedge accounting as of September 30, 2024 was $ 31.8 million (December 31, 2023 — $ 40.6 million). The following tabular disclosures reflect the impact that derivative instruments and hedging activities have on the Company’s Condensed Consolidated Financial Statements: Notional value of derivatives in foreign exchange contracts: September 30, December 31, (In thousands of U.S. Dollars) 2024 2023 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards $ 31,835 $ 40,563 Fair value of derivatives in foreign exchange contracts: September 30, December 31, (In thousands of U.S. Dollars) Balance Sheet Location 2024 2023 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards Other assets $ 203 $ 846 Accrued and other liabilities ( 88 ) ( 27 ) $ 115 $ 819 Derivatives in foreign currency hedging relationships are as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands of U.S. Dollars) 2024 2023 2024 2023 Foreign exchange contracts — Forwards Derivative Gain (Loss) Recognized in OCI (Effective Portion) $ 337 $ ( 1,048 ) $ ( 944 ) $ ( 226 ) Three Months Ended Nine Months Ended September 30, September 30, (In thousands of U.S. Dollars) Location of Derivative Loss Reclassified from AOCI (Effective Portion) 2024 2023 2024 2023 Foreign exchange contracts — Forwards Selling, general and administrative expenses $ ( 162 ) $ ( 174 ) $ ( 240 ) $ ( 636 ) The Company’s estimated net amount of the existing gain as of September 30, 2024 is $ 0.1 million, which is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months. 38 Table of Contents Investments in Equity Securities The Company held an investment in the preferred shares of enterprises which meets the criteria for classification as an equity security carried at historical cost, net of impairment charges. The carrying value of the equity security investment was $ 1.0 million as of September 30, 2024 (December 31, 2023 — $ 1.0 million) and is recorded within Other Assets in the Condensed Consolidated Balance Sheets. 16. Non-Controlling Interests IMAX China Non-Controlling Interest The Company indirectly owns 71.55 % of IMAX China, whose shares trade on the Hong Kong Stock Exchange (December 31, 2023 — 71.55 %). IMAX China remains a consolidated subsidiary of the Company. As of September 30, 2024, the balance of the Company’s non-controlling interest in IMAX China is $ 77.7 million (December 31, 2023 — $ 71.8 million). For the three and nine months ended September 30, 2024, the net income attributable to the non-controlling interest in IMAX China is $ 1.4 million and $ 5.1 million, respectively (2023 — $ 3.1 million and $ 7.0 million, respectively). Other Non-Controlling Interest The Company’s Original Film Fund was established in 2014 to co-finance a portfolio of 10 original large-format films. The initial investment in the Original Film Fund was committed by a third party in the amount of $ 25.0 million, with the possibility of contributing additional funds. The Company has contributed $ 9.0 million to the Original Film Fund since 2014, and has reached its maximum contribution. As of September 30, 2024, the Original Film Fund has invested $ 22.3 million toward the development of original films. The related production, financing and distribution agreement includes put and call rights relating to change of control of the rights, title and interest in the co-financed pictures. Non-Controlling Interest in Temporary Equity The following table summarizes the movement of the non-controlling interest in temporary equity related to the Original Film Fund for the nine months ended September 30, 2024 and 2023: September 30, (In thousands of U.S. Dollars) 2024 2023 Beginning balance $ 658 $ 722 Net income (loss) 16 ( 61 ) Ending balance $ 674 $ 661 39 Table of Contents