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 March 31, 2021 and December 31, 2020 4 Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 5 Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2021 and 2020 6 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 7 Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2021 and 2020 8 Notes to Condensed Consolidated Financial Statements 9 3 IMAX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of U.S. Dollars except share amounts) (Unaudited) March 31, December 31, 2021 2020 Assets Cash and cash equivalents $ 267,794 $ 317,379 Accounts receivable, net 69,582 56,300 Financing receivables, net 130,836 131,810 Variable consideration receivables, net 41,095 40,526 Inventories 39,119 39,580 Prepaid expenses 12,762 10,420 Film assets, net 5,793 5,777 Property, plant and equipment, net 269,820 277,397 Investment in equity securities 1,086 13,633 Other assets 21,799 21,673 Deferred income tax assets, net 18,303 17,983 Goodwill 39,027 39,027 Other intangible assets, net 25,347 26,245 Total assets $ 942,363 $ 997,750 Liabilities Accounts payable $ 16,224 $ 20,837 Accrued and other liabilities 104,499 99,354 Revolving credit facility borrowings, net 50,813 305,676 Convertible notes, net 222,486 — Deferred revenue 93,208 87,982 Deferred income tax liabilities 19,681 19,134 Total liabilities 506,911 532,983 Commitments and contingencies Non-controlling interests 750 759 Shareholders' equity Capital stock common shares — no par value. Authorized — unlimited number. 59,358,679 issued and 59,357,956 outstanding (December 31, 2020 — 58,921,731 issued and 58,921,008 outstanding) 414,993 407,031 Less: Treasury stock, 723 shares at cost (December 31, 2020 — 723 ) ( 11 ) ( 11 ) Other equity 155,653 180,330 Accumulated deficit ( 217,689 ) ( 202,849 ) Accumulated other comprehensive (loss) income ( 459 ) 988 Total shareholders' equity attributable to common shareholders 352,487 385,489 Non-controlling interests 82,215 78,519 Total shareholders' equity 434,702 464,008 Total liabilities and shareholders' equity $ 942,363 $ 997,750 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 4 IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. Dollars, except per share amounts) (Unaudited) Three Months Ended March 31, 2021 2020 Revenues Technology sales $ 6,175 $ 5,662 Image enhancement and maintenance services 21,615 20,721 Technology rentals 8,359 5,971 Finance income 2,605 2,548 38,754 34,902 Costs and expenses applicable to revenues Technology sales 5,053 3,869 Image enhancement and maintenance services 9,764 17,816 Technology rentals 6,656 8,131 21,473 29,816 Gross margin 17,281 5,086 Selling, general and administrative expenses 25,209 28,636 Research and development 1,471 2,200 Amortization of intangibles 1,141 1,321 Credit loss expense 305 10,217 Asset impairments — 1,151 Loss from operations ( 10,845 ) ( 38,439 ) Realized and unrealized investment gains (losses) 5,248 ( 4,539 ) Retirement benefits non-service expense ( 114 ) ( 116 ) Interest income 583 365 Interest expense ( 2,304 ) ( 648 ) Loss before taxes ( 7,432 ) ( 43,377 ) Income tax expense ( 3,068 ) ( 15,505 ) Equity in losses of investees, net of tax — ( 529 ) Net loss ( 10,500 ) ( 59,411 ) Less: Net (income) loss attributable to non-controlling interests ( 4,340 ) 10,057 Net loss attributable to common shareholders $ ( 14,840 ) $ ( 49,354 ) Net loss per share attributable to common shareholders - basic and diluted: Net loss per share — basic and diluted $ ( 0.25 ) $ ( 0.82 ) (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 5 IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands of U.S. Dollars) (Unaudited) Three Months Ended March 31, 2021 2020 Net loss $ ( 10,500 ) $ ( 59,411 ) Unrealized net gain (loss) from cash flow hedging instruments 295 ( 2,860 ) Realization of cash flow hedging net (gain) loss upon settlement ( 231 ) 358 Reclassification of unrealized gain from ineffective cash flow hedging instruments ( 22 ) — Foreign currency translation adjustments ( 2,166 ) ( 1,111 ) Defined benefit and postretirement benefit plans 48 13 Other comprehensive loss, before tax ( 2,076 ) ( 3,600 ) Income tax (expense) benefit related to other comprehensive loss ( 24 ) 695 Other comprehensive loss, net of tax ( 2,100 ) ( 2,905 ) Comprehensive loss ( 12,600 ) ( 62,316 ) Comprehensive (income) loss attributable to non-controlling interests ( 3,687 ) 10,393 Comprehensive loss attributable to common shareholders $ ( 16,287 ) $ ( 51,923 ) (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 6 IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. Dollars) (Unaudited) Three Months Ended March 31, 2021 2020 Operating Activities Net loss $ ( 10,500 ) $ ( 59,411 ) Adjustments to reconcile net loss to cash (used in) provided by operating activities: Depreciation and amortization 12,986 15,252 Credit loss expense 305 10,217 Write-downs 213 4,403 Deferred income tax expense 158 5,627 Share-based and other non-cash compensation 5,421 4,309 Unrealized foreign currency exchange loss 113 223 Realized and unrealized investment (gains) losses ( 5,248 ) 4,539 Equity in losses of investees — 529 Changes in assets and liabilities: Accounts receivable ( 13,744 ) 28,191 Inventories 437 ( 18,344 ) Film assets ( 2,213 ) ( 3,064 ) Deferred revenue 5,276 8,807 Changes in other operating assets and liabilities ( 4,155 ) 4,688 Net cash (used in) provided by operating activities ( 10,951 ) 5,966 Investing Activities Purchase of property, plant and equipment ( 466 ) ( 271 ) Investment in equipment for joint revenue sharing arrangements ( 1,540 ) ( 1,580 ) Acquisition of other intangible assets ( 1,507 ) ( 862 ) Proceeds from sale of equity securities 17,769 — Net cash provided by (used in) investing activities 14,256 ( 2,713 ) Financing Activities Proceeds from issuance of convertible notes, net 223,675 — Purchase of capped calls related to convertible notes ( 19,067 ) — Revolving credit facility borrowings — 280,000 Repayments of revolving credit facility borrowings ( 255,000 ) — Credit facility amendment fees paid ( 32 ) — Settlement of restricted share units and options — ( 1,667 ) Treasury stock repurchased for future settlement of restricted share units — ( 1,419 ) Repurchase of common shares, IMAX China — ( 891 ) Taxes withheld and paid on employee stock awards vested ( 3,045 ) ( 236 ) Common shares issued - stock options exercised 824 — Repurchase of common shares — ( 36,624 ) Net cash (used in) provided by financing activities ( 52,645 ) 239,163 Effects of exchange rate changes on cash ( 245 ) 377 (Decrease) increase in cash and cash equivalents during period ( 49,585 ) 242,793 Cash and cash equivalents, beginning of period 317,379 109,484 Cash and cash equivalents, end of period $ 267,794 $ 352,277 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 7 IMAX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands of U.S. Dollars) (Unaudited) Three Months Ended March 31, 2021 2020 Adjustments to capital stock: Balance, beginning of period $ 407,020 $ 419,348 Change in shares held in treasury — 2,619 Employee stock options exercised 824 — Grant date fair value of stock options exercised 253 — Average carrying value of repurchased and retired common shares — ( 17,803 ) Restricted share units vested, net of shares withheld for employee tax obligations 6,885 — Balance, end of period 414,982 404,164 Adjustments to other equity: Balance, beginning of period 180,330 171,789 Amortization of share-based payment expense - stock options 407 598 Amortization of share-based payment expense - restricted share units 3,626 2,814 Amortization of share-based payment expense - performance stock units 1,117 287 Restricted share units vested ( 10,507 ) ( 5,705 ) Grant date fair value of stock options exercised ( 253 ) — Common shares repurchased, IMAX China — ( 891 ) Purchase of capped calls related to convertible notes ( 19,067 ) — Balance, end of period 155,653 168,892 Adjustments to accumulated deficit: Balance, beginning of period ( 202,849 ) ( 40,253 ) Net loss attributable to common shareholders ( 14,840 ) ( 49,354 ) Common shares repurchased and retired — ( 18,821 ) Balance, end of period ( 217,689 ) ( 108,428 ) Adjustments to accumulated other comprehensive income (loss): Balance, beginning of period 988 ( 3,190 ) Other comprehensive loss, net of tax ( 1,447 ) ( 2,569 ) Balance, end of period ( 459 ) ( 5,759 ) Adjustments to non-controlling interests: Balance, beginning of period 78,519 89,493 Net income (loss) attributable to non-controlling interests 4,349 ( 9,649 ) Other comprehensive loss, net of tax ( 653 ) ( 336 ) Balance, end of period 82,215 79,508 Total Shareholders' Equity $ 434,702 $ 538,377 (See the accompanying notes, which are an integral part of these Condensed Consolidated Financial Statements.) 8 IMAX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Tabular amounts in thousands of U.S. Dollars, unless otherwise stated) (Unaudited ) 1. Basis of Presentation Accounting Principles IMAX Corporation, together with its consolidated subsidiaries (the “Company”), 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. 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 interim results presented in the Company’s Condensed Consolidated Statements of Operations are not necessarily indicative of results for a full year, particularly in this interim period due to the impacts of the COVID-19 global pandemic (see Note 2). These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s 2020 Annual Report on Form 10-K (the “2020 Form 10-K”), which should be consulted for a summary of the significant accounting policies utilized by the Company. The Condensed Consolidated Financial Statements are prepared following the same accounting policies disclosed in the 2020 Form 10-K. Principles of Consolidation These Condensed Consolidated Financial Statements include the accounts of the Company 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 17(b). 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. Total assets and liabilities of the Company’s consolidated VIEs are as follows: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Total assets $ 1,558 $ 1,543 Total liabilities $ 258 $ 230 In March 2021, the Company and Maximus Technologies Limited (“Maximus”), a next-generation visual effects company, established a joint venture, IMAX AI, to deliver A.I.-based solutions for Ultra High Definition (UHD) 4K enhancement across smart devices, new and library content, and real-time enhancement of live entertainment and sports. IMAX and Maximus each own 50 % of IMAX AI. In connection with the formation of the joint venture, IMAX and Maximus are each contributing $ 250,000 in cash, as well as certain intellectual property assets. The intellectual property assets contributed by the Company had a nominal carrying value. The Company is using the equity method to account for this investment as IMAX AI is jointly controlled. 9 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 3(b) in the 2020 Form 10-K. 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 Theater System arrangement to distinct performance obligations; (ii) estimates of variable consideration related to 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 estimates used in testing the recoverability of long-lived assets such as the theater system equipment supporting joint revenue sharing arrangements; (vii) the economic lives of the theater 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 lease liabilities; (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. The Company’s operations have been significantly impacted by the COVID-19 global pandemic, as described in Note 2. There is significant ongoing uncertainty surrounding the extent and duration of the impacts that the pandemic will continue to have on box office results and the installation of IMAX Theater Systems, as well as the Company’s customers, suppliers, and employees. There is heightened potential for future credit losses on receivables, inventory write downs, impairments of film assets, impairments of long-lived assets (including the theater system equipment supporting the Company’s joint revenue sharing arrangements), impairments of goodwill, a further valuation allowance against deferred tax assets, and the reversal of variable consideration receivables that are based on estimates of future box office performance. In the current environment, assumptions about box office results, IMAX Theater System installations, and customer creditworthiness have greater variability than normal, which could in the future significantly affect the valuation of the Company’s financial and non-financial assets. The cash flow estimates used to test the recoverability of certain of the Company’s long-lived assets are based on a longer time horizon due to the long-term nature of the underlying contracts, allowing time for a recovery of the cash flows associated with the underlying asset groups, which management has factored into its estimates. The accuracy of management’s estimates is dependent, in part, on the timing and extent of the reopening of theaters in the IMAX network, and on the release of new films by movie studios. These theater reopening and film release scenarios are highly uncertain and have been factored into management’s cash flow estimates. As an understanding of the longer-term impacts of COVID-19 on the Company’s customers and business develops, there is a heightened potential for changes in management’s estimates over the remainder of 2021. 2. Impact of COVID-19 Pandemic In late January 2020, in response to the public health risks associated with the novel coronavirus and the disease that it causes (“COVID-19”), the Chinese government directed exhibitors in China to temporarily close more than 70,000 movie theaters, including all of the approximately 700 IMAX theaters in mainland China. On March 11, 2020, due to the worsening public health crisis associated with the novel coronavirus, COVID-19 was characterized as a pandemic by the World Health Organization, and in the following weeks, local, state and national governments instituted stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close, including substantially all of the IMAX theaters in those countries. As a result of the theater closures, movie studios postponed the theatrical release of most films originally scheduled for release in 2020 and early 2021, including many scheduled to be shown in IMAX theaters, while several other films were released directly or concurrently to streaming platforms. More recently, stay-at-home orders have been lifted in many countries and movie theaters throughout the IMAX network gradually reopened in the third quarter of 2020 with reduced capacities, physical distancing requirements, and other safety measures. As of March 31, 2021, 77 % of the theaters in the global IMAX commercial multiplex network were open, including substantially all of the theaters in Greater China . In many parts of Asia, audiences have returned to theaters, particularly IMAX theaters, in numbers approximating pre-pandemic attendance levels despite the continued delay of Hollywood theatrical releases, which typically account for 70 % of box office ticket sales in those regions. However, ticket sales have been significantly lower than normal levels in theaters outside of Asia due in significant part to the continued delays in the Hollywood theatrical release schedule. As a result, during the first quarter of 2021, certain theater chains have remained closed or operated with capacity restrictions and reduced their operating hours. 10 The impact of the COVID-19 global pandemic has resulted in significantly lower levels of revenues, earnings and operating cash flows during 2020 and through the end of the first quarter of 2021, when compared to periods prior to the onset of the pandemic, as gross box office (“GBO”) results from the Company’s theater customers declined significantly, the installation of certain theater systems was delayed, and maintenance services were generally suspended for theaters that were closed. Even as the pandemic has receded in many markets around the world, there continues to be few new films released by Hollywood movie studios and a significant number of theaters in the IMAX network remain either closed or operating with capacity restrictions. The Company continues to experience a significant decline in earnings and operating cash flows as it is generating lower than normal levels of GBO-based revenue from its joint revenue sharing arrangements and digital remastering services, it is unable to provide normal maintenance services to any of the theaters that remain closed, and while some installation activity is continuing, certain theater system installations have been, and may continue to be delayed. However, with approximately 77 % of the Company’s global theater network open as of March 31, 2021 (including substantially all of the theaters in Greater China), GBO receipts generated by IMAX DMR films and joint revenue sharing arrangements increased in the current quarter, leading to improvement in the Company’s segment results, when compared to the prior year period. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers as a result of theater closures during the pandemic, the Company has experienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. In response, the Company has provided temporary relief to exhibitor customers by waiving or reducing maintenance fees during periods when theaters are closed or operating with reduced capacities and, in certain situations, by providing extended payment terms on annual minimum payment obligations in exchange for a corresponding or longer extension of the term of the underlying sale or lease arrangement. T he Company may continue to be significantly impacted by the COVID-19 global pandemic even after theaters reopen and resume normal operations. The global economic impact of COVID-19 has led to record levels of unemployment in certain countries, which has led to, and may continue to result in lower consumer spending. The timing and extent of a recovery of consumer behavior and willingness to spend discretionary income on movie-going may delay the Company’s ability to generate significant GBO-based revenue until consumer behavior normalizes and consumer spending recovers. In response to uncertainties associated with the COVID-19 global pandemic, in the first quarter of 2021, the Company continued to take significant steps to preserve cash by eliminating non-essential costs, keeping certain employees on a temporary furlough, reducing the working hours of other employees and reducing all non-essential capital expenditures to minimum levels. The Company has also implemented an active cash management process, which, among other things, requires senior management approval of all outgoing payments. In the first quarter of 2021, the Company issued $ 230.0 million of Convertible Notes. The net proceeds from the issuance of the Convertible Notes were approximately $ 223.7 million, after deducting the initial purchasers’ discounts and commissions, which were used in part to repay a portion of outstanding borrowings under the Credit Facility provided by the Company’s Credit Agreement with Wells Fargo . In addition, during the first quarter of 2021, the Company entered into the Second Amendment to the Credit Agreement which, among other things, suspends the Senior Secured Net Leverage Ratio financial covenant in the Credit Agreement through the first quarter of 2022 and, once re-established, permits the Company to use EBITDA from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021. As of March 31, 2021, the Company was in compliance with all of its requirements under the Credit Agreement, as amended. (Each defined term used, but not defined in this paragraph is defined in Note 7.) The Company has applied for and received $ 8.6 million to date in wage subsidies, tax credits and other financial support under COVID-19 relief legislation that has been enacted in the countries in which it operates. During the three months ended March 31, 2021, the Company recognized $ 1.5 million under the Canada Emergency Wage Subsidy (“CEWS”) program as reductions to Selling, General and Administrative Expenses ($ 1.2 million) and Costs and Expenses Applicable to Revenues ($ 0.3 million) in the Condensed Consolidated Statements of Operations. The CEWS program has been extended to September 2021. The Company will continue to review for the availability of additional subsidies and credits for the remaining terms of these programs, where applicable, although there are no guarantees that the Company will ultimately apply for or receive any such additional benefits. 11 3 . Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). The purpose of ASU 2020-04 is to provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently assessing the impact of ASU 2020-04 on its Condensed Consolidated Financial Statements. The Company considers the applicability and impact of all recently issued FASB ASUs. ASUs 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 March 31, 2021. 4. Current Expected Credit Losses The Company’s accounts receivable, financing receivables and variable consideration receivables are measured on the amortized cost basis to be presented at the net amount expected to be collected . Accounts Receivable Accounts receivable principally includes amounts currently due to the Company under theater sale and sales-type lease arrangements, contingent fees owed by theater operators as a result of box office performance and fees for theater maintenance services. Accounts receivable also includes amounts due from movie studios and other content creators for digitally remastering films into IMAX formats, as well as for film distribution and post-production services. In order to mitigate the credit risk associated with accounts receivable, 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 for theater operators are as follows: • Good Standing — The theater operator continues to be in good standing as payments and reporting are up to date. • 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, depending on the individual facts and circumstances related to each customer, finance income recognition may be suspended for the net investment in lease and financed sale receivable balances for customers in the Pre-Approved Transactions Only category. See below for a discussion of the Company’s net investment in leases and financed sale 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 stopped. 12 The ability of the Company to collect its accounts receivable balances is heavily 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 , such as those imposed by the COVID-19 global pandemic, that could cause them to be unable to fulfill their payment obligations to the Company. The Company develops its estimate of 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 taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors. The following tables summarize the activity in the Allowance for Credit Losses related to Accounts Receivable for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Beginning balance $ 8,368 $ 4,481 $ 1,446 $ 14,295 Current period provision (reversal) 599 ( 499 ) ( 249 ) ( 149 ) Write-offs ( 170 ) ( 149 ) — ( 319 ) Foreign exchange ( 14 ) ( 62 ) ( 9 ) ( 85 ) Ending balance $ 8,783 $ 3,771 $ 1,188 $ 13,742 Three Months Ended March 31, 2020 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Beginning balance $ 3,302 $ 893 $ 942 $ 5,137 Current period provision 3,202 3,090 99 6,391 Ending balance $ 6,504 $ 3,983 $ 1,041 $ 11,528 For the three months ended March 31, 2021, the Company reduced its allowance for current expected credit losses related to Accounts Receivable by $ 0.6 million principally as a result of the write-off of certain receivable balances ($ 0.3 million) and a net current period reversal to Credit Loss Expense ($ 0.1 million). The net current period reversal to Credit Loss Expense is due to better than expected collection experience with respect to foreign movie studios, partially offset by an increase in the provision associated with a higher level of accounts receivable in the period. For the three months ended March 31, 2020, the Company recorded provisions for current expected credit losses of $ 6.4 million, reflecting a reduction in the credit quality of and heightened collection risk associated with theater and foreign movie studio accounts receivable primarily due to the COVID-19 global pandemic. Management believes that the March 31, 2021 allowance for current expected credit losses related to Accounts Receivable adequately addresses the risk of not collecting these receivables in full. Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the Company is difficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect (see Note 2). 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 Theater Systems. Similar to accounts receivable, 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 internal credit quality classifications utilized by the Company for accounts receivable, as described above, are also used for financing receivables. 13 The ability of the Company to collect its financing receivable balances is heavily dependent on the viability and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators may experience financial difficulties , such as those imposed by the COVID-19 global pandemic, that could cause them to be unable to fulfill their payment obligations to the Company. The Company develops its estimate of 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 taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors. As of March 31, 2021 and December 31, 2020, financing receivables consist of the following: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Net investment in leases Gross minimum payments due under sales-type leases $ 22,009 $ 20,830 Unearned finance income ( 805 ) ( 859 ) Present value of minimum payments due under sales-type leases 21,204 19,971 Allowance for credit losses ( 581 ) ( 557 ) Net investment in leases 20,623 19,414 Financed sales receivables Gross minimum payments due under financed sales 149,714 150,917 Unearned finance income ( 32,010 ) ( 31,247 ) Present value of minimum payments due under financed sales 117,704 119,670 Allowance for credit losses ( 7,491 ) ( 7,274 ) Net financed sales receivables 110,213 112,396 Total financing receivables $ 130,836 $ 131,810 Net financed sales receivables due within one year $ 32,591 $ 34,937 Net financed sales receivables due after one year 77,622 77,459 Total financed sales receivables $ 110,213 $ 112,396 As of March 31, 2021 and December 31, 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s sales-type lease arrangements and financed sale receivables, as applicable, are as follows: March 31, December 31, 2021 2020 Weighted-average remaining lease term (in years) Sales-type lease arrangements 8.4 8.3 Weighted-average interest rate Sales-type lease arrangements 6.55 % 6.56 % Financed sales receivables 8.91 % 8.92 % 14 The following tables provide information on the Company’s net investment in leases by credit quality indicator as of March 31, 2021 and December 31, 2020: (In thousands of U.S. Dollars) By Origination Year As of March 31, 2021 2021 2020 2019 2018 2017 Prior Total Net investment in leases: Credit quality classification: In good standing $ 1,952 $ 1,178 $ 1,278 $ — $ — $ 1,556 $ 5,964 Credit Watch — 2,918 6,979 2,671 920 960 14,448 Pre-approved transactions — — — — — — — Transactions suspended — — — — — 792 792 Total net investment in leases $ 1,952 $ 4,096 $ 8,257 $ 2,671 $ 920 $ 3,308 $ 21,204 (In thousands of U.S. Dollars) By Origination Year As of December 31, 2020 2020 2019 2018 2017 2016 Prior Total Net investment in leases: Credit quality classification: In good standing $ 2,143 $ 1,190 $ 2,730 $ — $ — $ 1,826 $ 7,889 Credit Watch 2,005 7,278 — 988 — 1,047 11,318 Pre-approved transactions — — — — — — — Transactions suspended — — — — — 764 764 Total net investment in leases $ 4,148 $ 8,468 $ 2,730 $ 988 $ — $ 3,637 $ 19,971 The following tables provide information on the Company’s financed sale receivables by credit quality indicator as of March 31, 2021 and December 31, 2020: (In thousands of U.S. Dollars) By Origination Year As of March 31, 2021 2021 2020 2019 2018 2017 Prior Total Financed sales receivables: Credit quality classification: In good standing $ 413 $ 5,255 $ 4,386 $ 2,536 $ 3,370 $ 15,268 $ 31,228 Credit Watch 774 3,442 7,532 11,769 11,233 43,817 78,567 Pre-approved transactions — — — — — 709 709 Transactions suspended — — — — 2,040 5,160 7,200 Total financed sales receivables $ 1,187 $ 8,697 $ 11,918 $ 14,305 $ 16,643 $ 64,954 $ 117,704 (In thousands of U.S. Dollars) By Origination Year As of December 31, 2020 2020 2019 2018 2017 2016 Prior Total Financed sales receivables: Credit quality classification: In good standing $ 6,830 $ 5,480 $ 3,547 $ 3,740 $ 5,072 $ 12,660 $ 37,329 Credit Watch 1,986 6,501 11,356 12,520 11,446 34,351 78,160 Pre-approved transactions — — — — 613 755 1,368 Transactions suspended — — — 987 728 1,098 2,813 Total financed sales receivables $ 8,816 $ 11,981 $ 14,903 $ 17,247 $ 17,859 $ 48,864 $ 119,670 15 The following tables provide an aging analysis for the Company’s net investment in leases and financed sale receivables as of March 31, 2021 and December 31, 2020: As of March 31, 2021 (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 $ 157 $ 122 $ 985 $ 1,264 $ 19,940 $ 21,204 $ ( 581 ) $ 20,623 Financed sales receivables 1,495 2,929 11,493 15,917 101,787 117,704 ( 7,491 ) 110,213 Total $ 1,652 $ 3,051 $ 12,478 $ 17,181 $ 121,727 $ 138,908 $ ( 8,072 ) $ 130,836 As of December 31, 2020 (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 $ 298 $ 180 $ 689 $ 1,167 $ 18,804 $ 19,971 $ ( 557 ) $ 19,414 Financed sales receivables 3,307 1,943 10,699 15,949 103,721 119,670 ( 7,274 ) 112,396 Total $ 3,605 $ 2,123 $ 11,388 $ 17,116 $ 122,525 $ 139,641 $ ( 7,831 ) $ 131,810 The Company considers Financing Receivables with an aging between 60-89 days as indications of theaters with potential collection concerns. At this point, the Company will begin to focus its review on these Financing Receivables and increase its discussions internally and with the theater regarding payment status. Once a theater’s aging exceeds 90 days, the Company’s policy is to perform an enhanced review to assess collectibility 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. Given the potential impacts of the COVID-19 global pandemic on the Company’s customers, management has enhanced its monitoring procedures with respect to overdue receivables. The following table provides 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 March 31, 2021 and December 31, 2020: As of March 31, 2021 (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 $ 141 $ 96 $ 623 $ 860 $ 12,644 $ ( 90 ) $ 13,414 Financed sales receivables 983 2,127 9,393 12,503 55,411 ( 2,589 ) 65,325 Total $ 1,124 $ 2,223 $ 10,016 $ 13,363 $ 68,055 $ ( 2,679 ) $ 78,739 As of December 31, 2020 (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 $ 231 $ 162 $ 359 $ 752 $ 13,912 $ ( 310 ) $ 14,354 Financed sales receivables 2,026 1,551 10,249 13,826 62,602 ( 4,434 ) 71,994 Total $ 2,257 $ 1,713 $ 10,608 $ 14,578 $ 76,514 $ ( 4,744 ) $ 86,348 The following table provides information about the Company’s net investment in leases and financed sale receivables that are on nonaccrual status as of March 31, 2021 and December 31, 2020: As of March 31, 2021 As of December 31, 2020 (In thousands of U.S. Dollars) Recorded Receivable Allowance for Credit Losses Net Recorded Receivable Allowance for Credit Losses Net Net investment in leases $ 792 $ ( 16 ) $ 776 $ 764 $ ( 18 ) $ 746 Net financed sales receivables 7,200 ( 2,495 ) 4,705 2,813 ( 1,482 ) 1,331 Total $ 7,992 $ ( 2,511 ) $ 5,481 $ 3,577 $ ( 1,500 ) $ 2,077 16 A theater operator that is classified within the “All Transactions Suspended” category is placed on nonaccrual status and all revenue recognitions related to the theater are stopped. While the recognition of Finance Income is suspended, payments received by a customer are applied against the outstanding balance owed. If payments are sufficient to cover any unreserved receivables, a recovery of provision taken on the billed amount, if applicable, is recorded to the extent of the residual cash received. Once the collectibility issues are resolved and the customer has returned to being in good standing, the Company will resume recognition of Finance Income. For the three months ended March 31, 2021, the Company recognized less than $ 0.1 million (2020 — $ 0.1 million) in Finance Income related to the net investment in leases with billed amounts past due. For the three months ended March 31, 2021, the Company recognized $ 1.2 million, respectively (2020 —$ 2.1 million) in Finance Income related to the financed sale receivables with billed amounts past due. The following table summarizes the activity in the allowance for credit losses related to the Company’s net investment in leases and financed sale receivables for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Net Investment Financed (In thousands of U.S. Dollars) in Leases Sales Receivables Beginning balance $ 557 $ 7,274 Current period provision 27 227 Foreign exchange ( 3 ) ( 10 ) Ending balance $ 581 $ 7,491 Three Months Ended March 31, 2020 Net Investment Net Financed (In thousands of U.S. Dollars) in Leases Sales Receivables Beginning balance $ 155 $ 915 Current period provision 309 2,642 Ending balance $ 464 $ 3,557 For the three months ended March 31, 2021 and 2020, the Company recorded provisions for current expected credit losses related to Financing Receivables of $ 0.3 million and $ 3.0 million, respectively. The provision recorded in the prior year period reflects a reduction in the credit quality of and heightened collection risk associated with theater related Financing Receivables primarily due to the COVID-19 global pandemic. Management believes that the March 31, 2021 allowance for current expected credit losses related to Financing Receivables adequately addresses the risk of not collecting these receivables in full. Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the Company is difficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect (see Note 2). 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 ability of the Company to collect its variable consideration receivables is heavily dependent on the viability and solvency of individual theater operators which is significantly influenced by consumer behavior and general economic conditions. Theater operators may experience financial difficulties, such as those imposed by the COVID-19 global pandemic, that could cause them to be unable to fulfill their payment obligations to the Company. 17 The Company develops its estimate of credit losses by class of receivable and customer type through a calculation utiliz ing historic al loss rates for financed sale receivables which are then adjusted for specific receivables that are judged to have a higher than normal risk profile after taking into account management’s internal credit quality classifications, as well as macro-economic and industry risk factors. The following table summarizes the activity in the Allowance for Credit Losses related to Variable Consideration Receivables for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands of U.S. Dollars) Theater Operators Theater Operators Beginning balance $ 1,887 $ — Current period provision 200 875 Foreign Exchange 1 — Ending balance $ 2,088 $ 875 For the three months ended March 31, 2021 and 2020, the Company recorded provisions for current expected credit losses related to Variable Consideration Receivables of $ 0.2 million and $ 0.9 million, respectively. The provision recorded in the prior year period reflects a reduction in the credit quality of and heightened collection risk associated with Variable Consideration Receivables primarily due to the COVID-19 global pandemic. Management believes that the March 31, 2021 allowance for current expected credit losses related to Variable Consideration Receivables adequately addresses the risk of not collecting these receivables in full. Management’s judgments regarding expected credit losses are based on the facts available to management and involve estimates about the future. Due to the unprecedented nature of the COVID-19 pandemic, its effect on the Company’s customers and their ability to meet their financial obligations to the Company is difficult to predict. As a result, the Company’s judgments and associated estimates of credit losses may ultimately prove, with the benefit of hindsight, to be incorrect (see Note 2). 5. Lease Arrangements (a) 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 on a straight-line basis 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 liability 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 rents or subleases certain office space to third parties, which have a remaining term of less than 12 months and are not expected to be renewed. 18 For the three months ended March 31, 2021 and 2020, the components of lease expense recorded within Selling, General and Administrative expenses are as follows: Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Operating lease cost (1) $ 172 $ 101 Amortization of lease assets 748 748 Interest on lease liabilities 242 262 Total lease cost $ 1,162 $ 1,111 (1) Includes short-term leases and variable lease costs, which are not significant for the three months ended March 31, 2021 and 2020. For the three months ended March 31, 2021 and 2020, supplemental cash and non-cash information related to leases is as follows: Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities $ 956 $ 954 Right-of-use assets obtained in exchange for lease obligations $ 198 $ — As of March 31, 2021 and December 31, 2020, supplemental balance sheet information related to leases is as follows: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Assets Balance Sheet Classification Right-of-Use Assets Property, plant and equipment $ 13,331 $ 13,911 Liabilities Balance Sheet Classification Operating Leases Accrued and other liabilities $ 16,009 $ 16,634 As of March 31, 2021 and December 31, 2020, the weighted-average remaining lease term and weighted-average interest rate associated with the Company’s operating leases are as follows: March 31, December 31, 2021 2020 Weighted-average remaining lease term (years) 7.2 7.6 Weighted-average discount rate 5.93 % 5.91 % As of March 31, 2021, the maturities of the Company’s operating lease liabilities are as follows: (In thousands of U.S. Dollars) 2021 (nine months remaining) $ 2,562 2022 2,909 2023 2,314 2024 2,235 2025 2,083 Thereafter 8,020 Total lease payments $ 20,123 Less: interest expense ( 4,114 ) Present value of operating lease liabilities $ 16,009 19 (b) IMAX Corporation as a Lessor The Company provides IMAX Theater 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 Theater 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 3(n) in the Company’s 2020 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 Theater System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX Theater System is returned to the Company. The Company also provides IMAX Theater Systems to customers through joint revenue sharing arrangements. Under the traditional form of these arrangements, in exchange for providing the IMAX Theater 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 requiring the customer to pay a fixed upfront fee or annual 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 Theater 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 10 years or longer with renewal provisions. Title to the IMAX Theater 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 Theater System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX Theater System is returned to the Company. (See Note 4 for information related to the net investment in leases related to the Company’s sales-type lease arrangements.) 6. Inventories As of March 31, 2021 and December 31, 2020, Inventories consist of the following: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Raw materials $ 29,652 $ 30,096 Work-in-process 3,061 3,014 Finished goods 6,406 6,470 $ 39,119 $ 39,580 At March 31, 2021, Inventories include finished goods of $ 3.3 million (December 31, 2020 — $ 2.1 million) for which title had passed to the customer, but the criteria for revenue recognition were not met as of the balance sheet date. During the three months ended March 31, 2021, the Company recognized write-downs of $ 0.1 million for excess and obsolete inventory based on current estimates of net realizable value. There were no write-downs recorded during the three months ended March 31, 2020. 20 7. Debt (a) Revolving Credit Facility Borrowings As of March 31, 2021 and December 31, 2020, Revolving Credit Facility Borrowings consists of the following: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Credit Facility borrowings $ 45,000 $ 300,000 Working Capital Facility borrowings 7,590 7,643 Unamortized debt issuance costs ( 1,777 ) ( 1,967 ) Revolving Credit Facility Borrowings, net $ 50,813 $ 305,676 Credit Agreement The Company has a credit agreement, the Fifth Amended and Restated Credit Agreement, with Wells Fargo Bank, National Association (“Wells Fargo”), as agent, and a syndicate of lenders party thereto (the “Credit Agreement”). The Company’s obligations under the Credit Agreement are guaranteed by certain of its subsidiaries (the “Guarantors”) and are secured by first-priority security interests in substantially all the assets of the Company and the Guarantors. The facility provided by the Credit Agreement (the “Credit Facility”) matures on June 28, 2023 . The Credit Agreement has a revolving borrowing capacity of $ 300.0 million, and contains an uncommitted accordion feature allowing the Company to further expand its borrowing capacity to $ 440.0 million or greater, subject to certain conditions, depending on the mix of revolving and term loans comprising the incremental facility. In the first quarter of 2020, in response to uncertainties associated with the outbreak of the COVID-19 global pandemic and its impact on the Company’s business, the Company drew down $ 280.0 million in available borrowing capacity under the Credit Facility, resulting in total outstanding borrowings of $ 300.0 million, which remained outstanding as of December 31, 2020. In the first quarter of 2021, the Company repaid $ 255.0 million of Credit Facility borrowings, using cash on hand following the issuance of the Convertible Notes (as discussed below). As of March 31, 2021, outstanding borrowings under the Credit Facility were $ 45.0 million. As of March 31, 2021 and December 31, 2020, the Company did no t have any letters of credit or advance payment guarantees outstanding under the Credit Facility. The Credit Agreement contains a covenant that requires the Company to maintain a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), as of the last day of any Fiscal Quarter (as defined in the Credit Agreement) of no greater than 3.25 :1.00. In addition, the Credit Agreement contains customary affirmative and negative covenants, including covenants that limit indebtedness, liens, capital expenditures, 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. On March 15, 2021, the Company entered into the Second Amendment to the Credit Agreement (as amended by the First Amendment to the Credit Agreement, dated as of June 10, 2020) (collectively, the “Amendments”). The Amendments, among other things, (i) suspend the Senior Secured Net Leverage Ratio covenant through the first quarter of 2022, (ii) re-establish the Senior Secured Net Leverage Ratio covenant thereafter, provided that for subsequent quarters that such covenant is tested, as applicable, the Company will be permitted to use its quarterly EBITDA (as defined in the Credit Agreement) from the third and fourth quarters of 2019 in lieu of EBITDA for the corresponding quarters of 2021, (iii) add a $ 75.0 million minimum liquidity covenant measured at the end of each calendar month, (iv) restrict the Company’s ability to make certain restricted payments, dispositions and investments, create or assume liens and incur debt that would otherwise have been permitted by the Credit Agreement and (v) permit the issuance of the Convertible Notes (as discussed below) and related transactions, including the capped call transactions, or other unsecured debt, in an amount not to exceed $ 290.0 million. The modifications to the negative covenants, the minimum liquidity covenant and modifications to certain other provisions in the Credit Agreement pursuant to the Amendments are effective until the earlier of the delivery of the compliance certificate for the fourth quarter of 2022 or the date on which the Company, in its sole discretion, elects to calculate its compliance with the Senior Secured Net Leverage Ratio by using either its actual EBITDA or annualized EBITDA (the “Designated Period”). As of March 31, 2021, the Company was in compliance with all of its requirements under the Credit Agreement, as amended. 21 Borrowings under the Credit Facility bear interest, at the Company’s option, at (i) LIBOR plus a margin ranging from 1.00 % to 1.75 % per annum; or (ii) the U.S. base rate plus a margin ranging from 0.25 % to 1.00 % per annum, in each case depending on the Company’s Total Leverage Ratio (as defined in the Credit Agreement); provided, however, that from the effective date of the First Amendment to the Credit Agreement until the Company delivers a compliance certificate under the Credit Facility following the end of the Designated Period, the applicable margin for LIBOR borrowings will be 2.50 % per annum and the applicable margin for U.S. base rate borrowings will be 1.75 % per annum. The effective interest rate for the three months ended March 31, 2021 was 2.65 % (2020 — 2.03 %). In addition, the Credit Facility has standby fees ranging from 0.25 % to 0.38 % per annum, based on the Company’s Total Leverage Ratio with respect to the unused portion of the Credit Facility; provided, however, that from the effective date of the First Amendment to the Credit Agreement until the Company delivers a compliance certificate under the Credit Facility following the end of the Designated Period, the standby fee will be 0.50 % per annum. The Company incurred fees of approximately $ 1.2 million in connection with the Amendments, which are being amortized on a straight-line basis to Interest Expense over the relevant amendment periods. Working Capital Facility On July 24, 2020, IMAX (Shanghai) Multimedia Technology Co., Ltd. (“IMAX Shanghai”), one of the Company’s majority-owned subsidiaries in China, renewed its unsecured revolving facility for up to 200.0 million Renminbi (approximately $ 30.4 million) to fund ongoing working capital requirements (the “Working Capital Facility”). The Working Capital Facility expires in July 2021 . As of March 31, 2021 and December 31, 2020, outstanding Working Capital Facility borrowings were 49.9 million Renminbi ($ 7.6 million). As of March 31, 2021, the amount available for future borrowings under the Working Capital Facility was 140.1 million Renminbi ($ 21.3 million) and 10.0 million Renminbi ($ 1.5 million) was available for letters of guarantee. The amount available for future borrowings under the Working Capital Facility is not subject to a standby fee. The effective interest rate for borrowings under the Working Capital Facility for the three months ended March 31, 2021 was 4.34 % (December 31, 2020 — 4.31 %). Subsequent to March 31, 2021, IMAX Shanghai made a repayment of Working Capital Facility borrowings of 1.7 million Renminbi ($ 0.3 million). Wells Fargo Foreign Exchange Facility Within the Credit Facility, the Company is able to enter into foreign currency forward contracts and/or other swap arrangements. As of March 31, 2021, the net unrealized gain on the Company’s outstanding foreign currency forward contracts was $ 1.7 million, representing the amount by which the fair value of these forward contracts exceeded their notional value (December 31, 2020 — $ 2.0 million). As of March 31, 2021, the notional value of the Company’s outstanding foreign currency forward contracts was $ 21.9 million (December 31, 2020 — $ 31.9 million). NBC Facility On October 28, 2019, the Company entered into a $ 5.0 million facility with the 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. The Company did no t have any letters of credit or advance payment guarantees outstanding as of March 31, 2021 and December 31, 2020 under the NBC Facility. (b) Convertible Notes As of March 31, 2021 and December 31, 2020, Convertible Notes consists of the following: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Convertible Notes $ 230,000 $ — Unamortized discounts and debt issuance costs ( 7,514 ) — $ 222,486 $ — 22 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. In addition, the Company incurred $ 1.2 million of debt issuance costs associated with the Convertible Notes. The Company used a portion of the net proceeds from the issuance of the Convertible Notes to make a partial repayment of outstanding Credit Facility borrowings (as discussed above), and intends to use the remainder for working capital or other general corporate purposes. The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 0.500 % per annum on the principal thereof, 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 notes in certain circumstances and during specified periods. Before January 1, 2026, holders of the Convertible Notes have the right to convert their notes only upon the occurrence of certain events. From and after January 1, 2026, holders of the Convertible Notes may convert their 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 note for redemption will constitute a “make-whole fundamental change” with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if such note is converted after it is called for redemption. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture governing the Convertible Notes), holders may require the Company to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. On January 1, 2021, the Company elected to early adopt ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt that may be settled in cash. As a result, the Company recorded 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, ASU 2020-06 modifies the treatment of convertible debt securities that may be settled in cash or shares by requiring the use of the “if-converted” method. 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. 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 on March 16, 2021, and is 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. 23 The Capped Call Transactions are separate transactions, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the notes. Holders of the Convertible N otes 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 Shareholder’s Equity and Condensed Consolidated Balance Sheets. 8. Commitments, Contingencies and Guarantees (a) Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancellable 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. (b) 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. (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, consisting of past and future rents owed to the Company, plus interest and costs, 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 an order that the ICC award may not be recognized in India and on June 10, 2013, the Bombay High Court ruled that it had jurisdiction over the proceeding filed by E-City. The Company appealed that ruling to the Supreme Court of India, and on March 10, 2017, the Supreme Court set aside the Bombay High Court’s judgment and 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. That matter is currently pending. 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 October 2015, the New York Supreme Court recognized the Canadian judgment and entered it as a New York judgment. The Company intends to continue pursuing its rights and seeking to enforce the award, although no assurances can be given with respect to the ultimate outcome. 24 (ii) On November 11, 2013, Giencourt Investments, S.A. (“Giencourt”) initiated arbitration before the International Centre for Dispute Resolution in Miami, Florida, based on alleged breaches by the Company of its theater agreement and related license agreement with Giencourt. An arbitration hearing for witness testimony was held during the week of December 14, 2015. At the hearing, Giencourt’s expert identified monetary damages of up to approximately $ 10.4 million, which Giencourt sought to recover from the Company. The Company asserted a counterclaim against Giencourt for breach of contract and sought to recover lost profits in excess of $ 24.0 million under the agreements. Subsequently, in December 2015, Giencourt made a motion to the panel seeking to enforce a purported settlement of the matter based on negotiations between Giencourt and the Company. The panel held a final hearing with closing arguments in October 2016. On February 7, 2017, the panel issued a Partial Final Award and on July 21, 2017, the panel issued a Final Award (collectively, the “Award”), which held that the parties had reached a binding settlement, and therefore the panel did not reach the merits of the dispute. The Company strongly disputes that discussions about a potential resolution of this matter amounted to an enforceable settlement. In October 2017, the Company filed a petition to vacate the arbitration award in the United States Court for the Southern District of Florida on various grounds, including that the panel exceeded its jurisdiction, and a hearing was held on June 27, 2019. On September 27, 2019, a Magistrate Judge filed a non-binding recommendation that the Company’s petition be dismissed. On October 14, 2019, the Company filed an objection to that recommendation. The Company’s petition to vacate the arbitration award was denied by the District Judge on January 10, 2020. The Company filed an appeal of this decision on February 7, 2020 with the Eleventh Circuit Court of Appeals, but such appeal was dismissed on May 29, 2020. On December 3, 2020, the District Judge entered a Final Judgment against the Company in the total amount of $ 11.3 million as damages under the Award. As of March 31, 2021 and December 31, 2020, the Company’s Condensed Consolidated Balance Sheets include a liability within Accrued and Other Liabilities of $ 11.3 million related to the Final Judgment, consisting of $ 7.2 million related to amounts previously collected from or owed to Giencourt principally in respect of theater systems that were not delivered and $ 4.1 million recorded during the year ended December 31, 2020 in the Company’s Condensed Consolidated Statements of Operations within Legal Judgment and Arbitration Awards in respect of the remaining amounts owed under the Final Judgment. The $ 4.1 million recorded in the Condensed Consolidated Statements of Operations within Legal Judgment and Arbitration Awards includes $ 3.2 million recorded in the fourth quarter of 2020 as a result of the Final Judgment. On January 4, 2021, the Company filed an appeal of this judgment with the Eleventh Circuit Court of Appeals. In addition to the above, the Company has initiated a claim against Giencourt in the Ontario Superior Court seeking damages from Giencourt with respect to contractual claims under various terminated agreements between the parties. These proceedings are in preliminary stages, and no assurances can be given with respect to the ultimate outcome of the matter, but any amounts, if awarded to the Company under these proceedings, may reduce the Company’s overall financial obligations to Giencourt. (iii) 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. (iv) 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. (c) Financial Guarantees Certain subsidiaries of the Company have provided significant financial guarantees to third parties under the Credit Agreement. (d) 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 March 31, 2021 and December 31, 2020 , respectively. 25 (e) Director/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 March 31, 2021 and December 31, 2020, with respect to this indemnity. (f) Other Indemnification Agreements In the normal course of the Company’s operations, the Company provides indemnifications to counterparties in transactions such as: IMAX Theater Systems lease and sale agreements and the supervision of installation or servicing of IMAX Theater 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 Theater 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 no t 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. 9. Condensed Consolidated Statements of Operations Supplemental Information (a) Selling Expenses Sales commissions and other selling expenses paid prior to the recognition of the related revenue are deferred and recognized in the Condensed Consolidated Statements of Operations upon the recognition of the related theater system revenue. For the three months ended March 31, 2021, the sales commission costs recognized within Costs and Expenses Applicable to Revenues – Technology Sales are $ 0.1 million (2020 — $ 0.1 million). Direct advertising and marketing costs for each theater are expensed as incurred. For the three months ended March 31, 2021, the total of all such costs recognized within Costs and Expenses Applicable to Revenues – Technology Sales was $ 0.1 million (2020 — $ 0.1 million). Sales commissions related to joint revenue sharing arrangements accounted for operating leases are recognized as Costs and Expenses Applicable to Revenues – Technology Rentals in the month they are earned by the salesperson, which is typically the month of installation. For the three months ended March 31, 2021, sales commissions related to such joint revenue sharing arrangements totaled $ 0.2 million (2020 — $ 0.2 million). Direct advertising and marketing costs for each theater are expensed as incurred. For the three months ended March 31, 2021, the total of such costs recognized within Costs and Expenses Applicable to Revenues – Technology Rentals was $ 0.6 million (2020 — $ 0.3 million). Film exploitation costs, including advertising and marketing expense, totaled $ 1.2 million for the three months ended March 31, 2021 (2020 — $ 2.6 million), and are expensed as incurred within Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services. (b) Foreign Exchange Included in Selling, General and Administrative Expenses for the three months ended March 31, 2021 is a net gain of $ 0.6 million of (2020 — loss of $( 0.7 ) million) resulting from changes in exchange rates related to foreign currency denominated monetary assets and liabilities. See Note 16(c) for additional information. 26 (c) Collaborative Arrangements Joint Revenue Sharing Arrangements The Company provides IMAX Theater Systems to customers through joint revenue sharing arrangements. Under the traditional form of these arrangements, in exchange for providing the IMAX Theater 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 requiring the customer to pay a fixed upfront fee or annual 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 Theater 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 10 years or longer with renewal provisions. Title to the IMAX Theater 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 Theater System commencing on the date specified in the arrangement’s shipping terms and ending on the date the IMAX Theater System is returned to the Company. As of March 31, 2021, the Company has signed traditional and hybrid joint revenue sharing agreements with 41 exhibitors (2020 — 41 ) for a total of 1,228 IMAX Theater Systems (2020 — 1,220 ) , of which 896 theaters (2020 — 867 ) were operational and included in the network as of that date. The terms of these arrangements are similar in nature, rights and obligations. The accounting policy for the Company’s joint revenue sharing arrangements is disclosed in Note 3(n) of the Company’s 2020 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 and Revenues — Technology Rentals. For the three months ended March 31, 2021, such revenues totaled $ 10.1 million (2020 — $ 6.8 million). (See Note 13(a) for a disaggregated presentation of the Company’s revenues.) IMAX DMR In an IMAX DMR 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 DMR format and distributing it through the IMAX network . In recent years, the percentage of gross box office receipts earned in IMAX DMR arrangements has averaged approximately 12.5 %, except for within Greater China, where the Company receives a lower percentage of net box office receipts for certain Hollywood films. For the three months ended March 31, 2021, the majority of IMAX DMR revenue was earned from the exhibition of 18 IMAX DMR films ( 12 new and 6 carryovers) and the re-release of classic titles throughout the IMAX theater network, as compared to 13 films ( 9 new and 4 carryovers) in the first quarter of 2020. The accounting policy for the Company’s IMAX DMR arrangements is disclosed in Note 3(n) of the Company’s 2020 Form 10-K. Revenue attributable to transactions arising between the Company and its customers under IMAX DMR arrangements are included in Revenues – Image Enhancement and Maintenance Services. For the three months ended March 31, 2021, such revenues totaled $ 11.9 million (2020 — $ 10.6 million). (See Note 13(a) 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 rights to the film. In some cases, the Company obtains exclusive theatrical distribution rights to the film. Under these arrangements, both parties contribute funding to the Company’s partly-owned subsidiary for the production and distribution of the film and for associated exploitation costs. As of March 31, 2021, the Company has one co-produced film arrangement, which represents the VIE total assets balance of $ 1.6 million and liabilities balance of $ 0.3 million and three other co-produced film arrangements, the terms of which are similar. The accounting policies relating to co-produced film arrangements are disclosed in Notes 3(a) and 3(n) of the Company’s 2020 Form 10-K. 27 For the three months ended March 31, 2021, an expense of less than $ 0.1 million (2020 —$ 0.2 million) 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. 10. Condensed Consolidated Statements of Cash Flows – Supplemental Information (a) Changes in other operating assets and liabilities Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Decrease (increase) in: Financing receivables $ 1,271 $ 3,471 Prepaid expenses ( 2,996 ) ( 1,395 ) Variable consideration receivables ( 569 ) 472 Other assets ( 470 ) ( 2,961 ) Increase (decrease) in: Accounts payable ( 4,538 ) 5,160 Accrued and other liabilities 3,147 ( 59 ) $ ( 4,155 ) $ 4,688 (b) Depreciation and amortization Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Film assets $ 2,494 $ 2,975 Property, plant and equipment: Equipment supporting joint revenue sharing arrangements 5,743 6,932 Other property, plant and equipment 2,476 2,900 Other intangible assets 1,471 1,661 Other assets 494 651 Deferred financing costs 308 133 $ 12,986 $ 15,252 28 (c) Write-downs Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Film assets (1) $ ( 44 ) $ 2,302 Other assets (2) — 1,151 Property, plant and equipment Equipment supporting joint revenue sharing arrangements (3) 151 944 Other property, plant and equipment 3 6 Inventories (4) 103 — $ 213 $ 4,403 (1) In the first quarter of 2020, the Company recorded impairment losses of $ 2.3 million in Costs and Expenses Applicable to Image Enhancement and Maintenance Services principally to write-down the carrying value of certain documentary and alternative film content due to a decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments . Although no such impairment losses were recorded in the first quarter of 2021, t here can be no assurances that there will not be additional write-downs to the carrying values of these assets as the Company continues to assess the ongoing impact of the COVID-19 pandemic (see Notes 1 and 2 ). ( 2 ) In the first quarter of 2020, the Company recorded a write-down of $ 1.0 million in Asset Impairments related to content-related assets which became impaired in the period. No such impairment loss was recorded in the first quarter of 2021. (3) In the first quarter of 2021, the Company recorded charges of $ 0.2 million in Costs and Expenses Applicable to Technology Rentals principally related to the write-down of leased xenon-based digital systems which were taken out of service in connection with customer upgrades to laser-based digital systems. ( 4 ) In the three months ended March 31, 2021, the Company recorded write-downs of $ 0.1 million (2020 — $nil) in Costs and Expenses Applicable to Technology Sales related to excess inventory. (d) Significant non-cash investing activities Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Net (decrease) increase in accruals related to: Investment in joint revenue sharing arrangements $ 117 $ ( 1,226 ) Acquisition of other intangible assets ( 858 ) 20 Purchases of property, plant and equipment — ( 22 ) $ ( 741 ) $ ( 1,228 ) (e) Significant non-cash financing activities In the first quarter of 2021, the Company incurred $ 1.2 million of debt issuance costs related to the Convertible Notes (see Note 7), which were not yet paid as of March 31, 2021 and are recorded on the Condensed Consolidated Balance Sheets within Accounts Payable and Accrued and Other Liabilities. 29 1 1 . Income Taxes (a) Income Tax Expense For the three months ended March 31, 2021, the Company recorded income tax expense of $ 3.1 million (2020 — $ 15.5 million). The Company’s effective tax rate for the three months ended March 31, 2021 of ( 41.1 )% differs from the Canadian statutory tax rate of 26.2 % primarily due to the fact that the Company recorded an additional $ 7.0 million valuation allowance against deferred tax assets in jurisdictions where management could not reliably forecast that future tax liabilities would arise, primarily due to the uncertainties around the long-term impact of the COVID-19 global pandemic. Accordingly, the tax benefit associated with the current period losses in these jurisdictions is not ultimately reflected in the Company’s Condensed Consolidated Statements of Operations. Also impacting the Company’s effective tax rate for the three months ended March 31, 2021 are jurisdictional tax rate differences, including a difference related to the gain on the sale of the Maoyan investment (see Note 16), as well as changes in estimated contingent liabilities related to the resolution of various tax examinations. In the first quarter of 2020, management completed a reassessment of its strategy with respect to the most efficient means of deploying the Company’s capital resources globally. Based on the results of this reassessment, management concluded that the historical earnings of certain foreign subsidiaries in excess of amounts required to sustain business operations would no longer be indefinitely reinvested. As a result, in the first quarter of 2020, the Company recognized a deferred tax liability of $ 19.7 million for the estimated applicable foreign withholding taxes associated with these historical earnings, which will become payable upon the repatriation of any such earnings. As of March 31, 2021, the Company’s Condensed Consolidated Balance Sheets include net deferred income tax assets of $ 18.3 million, net of a valuation allowance of $ 38.3 million (December 31, 2020 — $ 18.0 million, net of a valuation allowance of $ 28.8 million). The $ 9.5 million valuation allowance recorded in the current period is reflected within Income Tax Expense in the Company’s Condensed Consolidated Statements of Operations ($ 7.0 million) and within Shareholder’s Equity on the Company’s Condensed Consolidated Balance Sheets ($ 2.5 million). The valuation allowance recorded against the Company’s deferred tax assets is primarily the result of uncertainties related to the long-term impact of the COVID-19 global pandemic. The utilization of the Company’s deferred tax assets is dependent on having a sufficient level of future tax liabilities, such as taxable income, in the jurisdictions where the deferred tax assets relate. Accordingly, the net amount recorded on the Condensed Consolidated Balance Sheets relies on management’s projections of future taxable income. The valuation allowance is expected to reverse at the point in time when management determines it is more likely than not that the Company will incur sufficient tax liabilities to allow it to utilize the deferred tax assets against which the valuation allowance is recorded. However, as discussed in Note 1, should actual results differ from management’s projections of future taxable income, an increased valuation allowance may be required. Despite the valuation allowance recorded against its deferred tax assets, the Company remains entitled to benefit from tax attributes which currently have a valuation allowance applied to them. (b) Income Tax Effect on Other Comprehensive Loss The income tax (expense) benefit related to the following items included in Other Comprehensive Loss are: Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Unrealized change in cash flow hedging instruments $ ( 77 ) $ 749 Realized change in cash flow hedging instruments upon settlement 60 ( 94 ) Reclassification of unrealized change in ineffective cash flow hedging instruments 6 — Defined benefit and postretirement benefit plans ( 13 ) 40 $ ( 24 ) $ 695 30 12. Capital Stock (a) Share-Based Compensation For the three months ended March 31, 2021, share-based compensation expense totaled $ 5.3 million (2020 — $ 4.2 million) and is reflected in the following accounts in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, (In Thousands of U.S. Dollars) 2021 2020 Cost and expenses applicable to revenues $ 294 $ 400 Selling, general and administrative expenses 4,944 3,707 Research and development 69 85 $ 5,307 $ 4,192 The following table summarizes the Company’s share-based compensation expense by each award type: Three Months Ended March 31, (In Thousands of U.S. Dollars) 2021 2020 Stock Options $ 351 $ 513 Restricted Share Units 3,151 2,902 Performance Stock Units 1,014 279 IMAX China Stock Options 56 85 IMAX China Long Term Incentive Plan Restricted Share Units 632 405 IMAX China Long Term Incentive Plan Performance Stock Units 103 8 $ 5,307 $ 4,192 Included in the above table is an expense of $nil in the three months ended March 31, 2021 (2020 — $ 0.1 million) related to restricted share units granted to a certain advisor of the Company. Stock Option Summary The following table summarizes the activity under the Company’s Stock Option Plan (“SOP”) and IMAX Corporation Second Amended and Restated Long-Term Incentive Plan (as may be amended, “IMAX LTIP”) for the three months ended March 31, 2021 and 2020: Number of Shares Weighted Average Exercise Price Per Share 2021 2020 2021 2020 Stock options outstanding, beginning of period 4,892,962 5,732,209 $ 26.81 $ 26.82 Granted — — — — Exercised ( 38,754 ) — 21.26 — Forfeited ( 44,362 ) ( 14,876 ) 23.12 21.78 Expired ( 885,698 ) ( 772,665 ) 28.31 27.03 Cancelled ( 10,917 ) ( 591 ) 27.20 20.85 Stock options outstanding, end of period 3,913,231 4,944,077 26.56 26.80 Stock options exercisable, end of period 3,615,079 4,331,193 26.93 27.32 Stock options are no longer granted under the Company’s previously approved SOP. 31 Restricted Share Units (“RSU”) Summary The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the three months ended March 31, 2021 and 2020: Number of Awards Weighted Average Grant Date Fair Value Per Share 2021 2020 2021 2020 RSUs outstanding, beginning of period 1,564,838 1,065,347 $ 18.33 $ 23.17 Granted 754,778 937,303 20.94 15.65 Vested and settled ( 523,573 ) ( 295,063 ) 18.82 23.96 Forfeited ( 60,329 ) ( 15,521 ) 20.08 21.64 RSUs outstanding, end of period 1,735,714 1,692,066 19.26 18.88 Performance Stock Units Summary The Company grants awards for two types of performance stock units (“PSUs”), one which vests based on a combination of employee service and the achievement of certain EBITDA-based targets and one which vests based on a combination of employee service and the achievement of total shareholder return (“TSR”) targets. The achievement of the EBITDA and TSR targets in these PSUs is determined over a three-year performance period. The grant date fair value of PSUs with EBITDA-based targets is equal to the closing price of the Company’s common stock on the date of grant or the average closing price of the Company’s common stock for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that takes into account the likelihood of achieving the TSR targets embedded in the award (“Monte Carlo Model”). The compensation expense attributable to each type of PSU is recognized on a straight-line basis over the requisite service period. The fair value determined by the Monte Carlo Model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected stock price volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the fair value of the PSUs granted. The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made. The expense recognized in the three months ended March 31, 2021, includes adjustments reflecting management’s estimate of the number of PSUs with EBITDA-based targets expected to vest. The following table summarizes the activity in respect of PSUs issued under the IMAX LTIP for the three months ended March 31, 2021 and 2020: Number of Awards Weighted Average Grant Date Fair Value Per Share 2021 2020 2021 2020 PSUs outstanding, beginning of period 361,844 — $ 15.68 $ — Granted 308,438 359,784 20.77 15.74 Forfeited ( 2,526 ) — 14.84 — PSUs outstanding, end of period 667,756 359,784 18.03 15.74 As of March 31, 2021, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,168,573 , assuming full achievement of the EBITDA and TSR targets. 32 (b) Issuer Purchases of Equity Securities In June 2020, the Company’s Board of Directors approved a 12-month extension to its share repurchase program, through June 30, 2021 . The extension authorized the Company to repurchase up to approximately $ 89.4 million worth of common shares, the remaining amount available of the original $ 200.0 million initially authorized under the share-repurchase program when it commenced on July 1, 2017. Subsequent to March 31, 2021, the Company’s Board of Directors approved a further 12-month extension of the current share repurchase program through June 30, 2022. The repurchases may be made either in the open market or through private transactions, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time. The Company did no t repurchase any common shares during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company repurchased 2,484,123 common shares at an average price of $ 14.72 per share, excluding commissions. The total number of shares purchased during the three months ended March 31, 2020 does not include the 200,000 common shares purchased in the administration of employee share-based compensation plans, at an average price of $ 15.43 per share. As of March 31, 2021 and December 31, 2020, the IMAX LTIP trustee held 723 shares purchased for less than $ 0.1 million, respectively, in the open market to be issued upon the settlement of RSUs and certain stock options. The shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Condensed Consolidated Balance Sheets. In 2020, IMAX China announced that its shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase of shares of IMAX China not to exceed 10 % of the total number of issued shares as of June 11, 2020 ( 34,848,398 shares). This program will be valid until the 2021 Annual General Meeting of IMAX China, which is scheduled for May 6, 2021. 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. IMAX China did not repurchase any common shares during the three months ended March 31, 2021. During the three months ended March 31, 2020, IMAX China repurchased 480,600 common shares at an average price of HKD $ 14.42 per share (U.S. $ 1.85 per share). (c) 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 March 31, 2021 2020 (In thousands) Issued and outstanding, beginning of period 58,921 61,176 Weighted average number of shares issued (repurchased), net 91 ( 758 ) Weighted average number of shares outstanding - basic 59,012 60,418 Weighted average effect of potential common shares, if dilutive — — Weighted average number of shares outstanding - diluted 59,012 60,418 The calculation of diluted weighted average shares outstanding excludes 6,494,829 shares (2020 — 6,995,927 shares) that are issuable upon the vesting or exercise of share-based compensation including: (i) 1,735,714 RSUs (2020 — 1,692,066 RSUs), (ii) 845,884 PSUs (2020 — 359,784 PSUs) and (iii) 3,913,231 stock options (2020 — 4,944,077 stock options), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the three months ended March 31, 2021 also excludes any shares potentially issuable upon the conversion of the Convertible Notes as the average market price of the Company’s common stock during the period of time they were outstanding was less than the conversion price of the Convertible Notes. (See Note 7(b).) 33 13. Revenue from Contracts with Customers (a) Disaggregated Information About Revenue The following tables summarize the Company’s revenues by type and reportable segment for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Revenue from Contracts with Customers Revenue from (In thousands of U.S. Dollars) Fixed Consideration Variable Consideration Lease Arrangements Finance Income Total Technology sales IMAX Systems (1) $ 838 $ 1,080 $ 1,376 $ — $ 3,294 Joint Revenue Sharing Arrangements, fixed fees — — 1,738 — 1,738 Other Theater Business 437 — — — 437 Other sales (2) 668 38 — — 706 Sub-total 1,943 1,118 3,114 — 6,175 Image enhancement and maintenance services IMAX DMR — 11,944 — — 11,944 IMAX Maintenance 8,906 — — — 8,906 Film Post-Production 591 — — — 591 Film Distribution — 222 — — 222 Other — ( 48 ) — — ( 48 ) Sub-total 9,497 12,118 — — 21,615 Technology rentals Joint Revenue Sharing Arrangements, contingent rent — — 8,359 — 8,359 Sub-total — — 8,359 — 8,359 Finance income IMAX Systems — — — 2,605 2,605 Total $ 11,440 $ 13,236 $ 11,473 $ 2,605 $ 38,754 (1) Includes r evenues earned from sales or sales-type lease arrangements involving new and upgraded IMAX Theater Systems, as well as the impact on revenue of renewals and amendments to existing theater system arrangements. (2) Other sales include revenues associated with New Business Initiatives. 34 Three Months Ended March 31, 2020 Revenue from Contracts with Customers Revenue from (In thousands of U.S. Dollars) Fixed Consideration Variable Consideration Lease Arrangements Finance Income Total Technology sales IMAX Systems (1)(3) $ 1,097 $ 897 $ 1,146 $ — $ 3,140 Joint Revenue Sharing Arrangements, fixed fees — — 770 — 770 Other Theater Business 1,263 — — — 1,263 Other sales (2) 489 — — — 489 Sub-total 2,849 897 1,916 — 5,662 Image enhancement and maintenance services IMAX DMR — 10,629 — — 10,629 IMAX Maintenance 7,370 — — — 7,370 Film Post-Production 1,611 — — — 1,611 Film Distribution — 883 — — 883 Other — 228 — — 228 Sub-total 8,981 11,740 — — 20,721 Technology rentals Joint Revenue Sharing Arrangements, contingent rent — — 5,971 — 5,971 Sub-total — — 5,971 — 5,971 Finance income IMAX Systems — — — 2,548 2,548 Total $ 11,830 $ 12,637 $ 7,887 $ 2,548 $ 34,902 (1) Includes r evenues earned from sales or sales-type lease arrangements involving new and upgraded IMAX Theater Systems, as well as the impact on revenue of renewals and amendments to existing theater system arrangements. (2) Other sales include revenues associated with New Business Initiatives. (3) Prior period comparatives have been revised to appropriately classify $ 1.1 million of fixed consideration under revenue from contracts with customers to revenue from lease arrangements. (b) Deferred Revenue IMAX Theater System sale and lease arrangements include a requirement for the Company to provide maintenance services over the life of the arrangement, subject to a consumer price index adjustment each year. In circumstances where customers prepay the entire term’s maintenance fee, 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. At March 31, 2021, $ 24.3 million of consideration has been deferred in relation to outstanding maintenance services to be provided on existing maintenance contracts (December 31, 2020 — $ 21.6 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 Theater Systems where control of the system has not transferred to the customer. The deferred revenue balance related to an individual theater 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. (See Note 2 for information on the current impacts of and uncertainties relating to the COVID-19 global pandemic which are impacting Company’s revenues .) 35 14. Segment Reporting The Company’s Chief Executive Officer (“CEO”) is its Chief Operating Decision Maker (“CODM”), as such term is defined under U.S. GAAP. The CODM, along with other members of management, assess segment performance based on segment revenues and gross margins. Selling, general and administrative expenses, research and development costs, the amortization of intangible assets, provisions for (recoveries 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) IMAX DMR; (ii) Joint Revenue Sharing Arrangements; (iii) IMAX Systems, (iv) IMAX Maintenance; (v) Other Theater Business; (vi) New Business Initiatives; (vii) Film Distribution; and (viii) Film Post-Production. The Company organizes its reportable segments into the following four categories, identified by the nature of the product sold or service provided: (i) IMAX Technology Network, which earns revenue based on contingent box office receipts and includes the IMAX DMR segment and contingent rent from the Joint Revenue Sharing Arrangement (“JRSA”) segment; (ii) IMAX Technology Sales and Maintenance, which includes results from the IMAX Systems, IMAX Maintenance and Other Theater Business segments, as well as fixed revenues from the JRSA segment; (iii) New Business Initiatives, which is a segment that includes activities related to the exploration of new lines of business and new initiatives outside of the Company’s core business; and (iv) Film Distribution and Post-Production, which includes activities related to the licensing of film content, and the distribution of films primarily for the Company’s institutional theater partners (through the Film Distribution segment) and the provision of film post-production and quality control services (through the Film Post-Production segment). The Company is presenting information at a disaggregated level to provide more relevant information to readers. Transactions between the IMAX DMR segment and the Film Post-Production segment are valued at exchange value. Inter-segment profits are eliminated upon consolidation, as well as for the disclosures below. 36 The following table presents the breakdown of revenue and gross margin (loss) by category for the three months ended March 31, 2021 and 2020: Revenue (1) Gross Margin (Margin Loss) (4) (In thousands of U.S. Dollars) 2021 2020 2021 2020 IMAX Technology Network IMAX DMR $ 11,944 $ 10,629 $ 8,251 $ 4,443 Joint revenue sharing arrangements, contingent rent 8,359 5,971 1,883 ( 1,618 ) 20,303 16,600 10,134 2,825 IMAX Technology Sales and Maintenance IMAX Systems (2) 5,899 5,688 3,012 3,176 Joint revenue sharing arrangements, fixed fees 1,738 770 156 179 IMAX Maintenance 8,906 7,370 3,823 759 Other Theater Business (3) 437 1,263 63 610 16,980 15,091 7,054 4,724 New Business Initiatives 668 478 458 361 Film Distribution and Post-Production Film Distribution (5) 222 883 ( 261 ) ( 2,158 ) Post-Production 591 1,611 236 223 813 2,494 ( 25 ) ( 1,935 ) Sub-total 38,764 34,663 17,621 5,975 Other ( 10 ) 239 ( 340 ) ( 889 ) Total $ 38,754 $ 34,902 $ 17,281 $ 5,086 ( 1 ) The Company’s largest customer represents 31.2 % of total Revenues for the three months ended March 31, 2021 (2020 — 14.4 %) and 15.9 % of total Accounts Receivable as of March 31, 2021. No single customer comprises more than 10% of the Company’s total Accounts Receivable as of December 31, 2020. ( 2 ) Includes initial upfront payments and the present value of fixed minimum payments from sales and sales-type lease arrangements of IMAX Theater Systems, and the present value of estimated variable consideration from sales of IMAX Theater Systems. To a lesser extent, also includes finance income associated with these revenue streams. ( 3 ) Principally includes after-market sales of IMAX projection system parts and 3D glasses . ( 4 ) IMAX DMR gross margin includes marketing costs of $ 1.1 million for the three months ended March 31, 2021 (2020 — $ 2.4 million). JRSA gross margin includes advertising, marketing and commission expense of $ 0.8 million for the three months ended March 31, 2021 (2020 — $ 0.5 million). IMAX Systems gross margin includes marketing and commission costs of $ 0.2 million for the three months ended March 31, 2021 (2020 — $ 0.2 million). Film Distribution segment gross margin includes a marketing recovery of less than $ 0.1 million for the three months ended March 31, 2021 (2020 — expense of $ 0.2 million). ( 5 ) During the three months ended March 31, 2020, Film Distribution segment results include impairment losses of $ 2.3 million to write-down the carrying value of certain documentary and alternative content film assets due to a decrease in projected box office totals and related revenues based on management’s regular quarterly recoverability assessments . No such charges were incurred in the three months ended March 31, 2021 . 37 Geographic Information Revenue by geographic area is based on the location of the customer. Revenue related to IMAX DMR is presented based upon the geographic location of the theaters that exhibit the remastered films. IMAX DMR revenue is generated through contractual relationships with studios and other third parties and these may not be in the same geographical location as the theater. Three Months Ended March 31, 2021 2020 Revenue Greater China $ 25,518 $ 5,269 Asia (excluding China) 4,302 5,860 United States 3,699 12,965 Russia & the CIS 1,886 1,566 Western Europe 1,369 4,557 Latin America 53 1,527 Canada (1) ( 553 ) 931 Rest of the World 2,480 2,227 Total $ 38,754 $ 34,902 (1) For the three months ended March 31, 2021, the amount attributable to Canada includes a $ 0.5 million reversal of previously recorded revenue and a corresponding reduction in the net investment in lease as a result of a lease modification entered into in the period. No single country in the Rest of the World, Western Europe, Latin America and Asia (excluding Greater China) comprises more than 10% of the Company’s total revenue in the three months ended March 31, 2021. 15. Employee's Pension and Postretirement Benefits (a) 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 November 1, 2019, the term of Mr. Gelfond’s employment was extended through December 31, 2022, although Mr. Gelfond has not informed the Company that he intends to retire at that time. Under the terms of this amendment to his employment agreement, the total benefit payable to Mr. Gelfond under the SERP was fixed at $ 20.3 million. As of March 31, 2021 and December 31, 2020, the Company’s projected benefit obligation and unfunded status related to the SERP are as follows: March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Projected benefit obligation: Obligation, beginning of period $ 20,116 $ 18,840 Interest cost 18 379 Actuarial gain — 897 Obligation, end of period and unfunded status (1) $ 20,134 $ 20,116 (1) The accumulated benefit obligation for the SERP was $ 20.1 million at March 31, 2021 (December 31, 2020 —$ 20.1 million). 38 For the three months ended March 31, 2021, the Company recorded interest costs of less than $ 0.1 million (2020 — $ 0.1 million) related to the SERP. The Company expects to recognize additional interest costs of $ 0.1 million related to the SERP during the remainder of 2021. No contributions are expected to be made to the SERP in 2021. (b) 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 months ended March 31, 2021, the Company contributed and recorded expense of $ 0.3 million (2020 — $ 0.3 million) to its Canadian defined contribution plan and $ 0.2 million (2020 — $ 0.2 million) to its defined contribution employee plan under Section 401(k) of the U.S. Internal Revenue Code. (c) Postretirement Benefits – Executives The Company has an unfunded postretirement plan for Mr. Gelfond and Bradley J. Wechsler, Chairman of the Company’s Board of Directors. The 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. As of March 31, 2021, the Company’s postretirement benefits obligation under this plan is $ 0.7 million (December 31, 2020 — $ 0.7 million). For the three months ended March 31, 2021, the Company has recorded an expense of less than $ 0.1 million (2020 — less than $ 0.1 million) related to this plan. In the first quarter of 2021, Mr. Wechsler notified the Company’s Board of Directors that he will not stand for re-election as a director at the Company’s annual meeting of shareholders on June 9, 2021. Upon his departure, the Company will maintain Mr. Wechsler’s current health benefits through December 31, 2021, and thereafter will provide him with Medicare supplemental coverage. (d) 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 March 31, 2021, the Company’s postretirement benefits obligation under this plan is $ 1.8 million (December 31, 2020 — $ 1.9 million). For the three months ended March 31, 2021, the Company has recorded expense of less than $ 0.1 million (2020 — $ 0.1 million) related to this plan. (e) 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 the fourth quarter of 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 and the accelerated costs were recognized and reflected in Executive Transition Costs in the Consolidated Statements of Operations. As of March 31, 2021, the benefit obligation related to the Retirement Plan was $ 3.7 million (December 31, 2020 — $ 3.7 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 Expenses. 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 March 31, 2021, fair value of the COLI asset was $ 3.2 million (December 31, 2020 — $ 3.2 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 (Losses). 39 1 6 . Financial Instruments (a) Financial Instruments The Company maintains cash with various major financial institutions. The Company’s cash is invested with highly rated financial institutions. The Company’s $ 267.8 million balance of cash and cash equivalents as of March 31, 2021 includes $ 115.1 million in cash held outside of Canada (December 31, 2020 — $ 89.9 million), of which $ 84.2 million was held in the People’s Republic of China (the “PRC”) (December 31, 2020 — $ 76.7 million). (b) 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 March 31, 2021 As of December 31, 2020 (In thousands of U.S. Dollars) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Level 1 Cash and cash equivalents (1) $ 267,794 $ 267,794 $ 317,379 $ 317,379 Equity securities (2) 1,086 1,086 13,633 13,633 Level 2 Net financed sales receivables (3) $ 110,213 $ 110,163 $ 112,396 $ 112,603 Net investment in sales-type leases (3) 20,623 20,729 19,414 19,373 Equity securities (1) 1,000 1,000 1,000 1,000 COLI (4) 3,184 3,184 3,155 3,155 Foreign exchange contracts — designated forwards (3) 1,682 1,682 1,635 1,635 Foreign exchange contracts — non-designated forwards (3) 22 22 344 344 Working Capital Facility borrowings (1) ( 7,590 ) ( 7,590 ) ( 7,643 ) ( 7,643 ) Credit Facility borrowings (1) ( 45,000 ) ( 45,000 ) ( 300,000 ) ( 300,000 ) Convertible Notes (5) ( 230,000 ) ( 232,654 ) — — (1) Recorded at cost, which approximates fair value. (2) Fair value is determined using quoted prices in active markets . ( 3 ) Fair value is estimated based on discounting future cash flows at currently available interest rates with comparable terms . (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 . When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. There were no transfers in or out of the Company’s Level 3 assets during the three months ended March 31, 2021 and 2020. 40 (c) 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 substantial portion of its costs and expenses is denominated in Canadian Dollars. A portion of the net U.S. Dollar cash flows of the Company is periodically 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 Chinese Renminbi 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 Chinese Renminbi, 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 in 84 different countries, unfavourable exchange rates between applicable local currencies and the U.S. Dollar affect the Company’s reported gross box-office receipts and revenues, further impacting the Company’s results of operations. The Company’s policy is to not use any financial instruments for trading or other speculative purposes. 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 at March 31, 2021 (the “Foreign Currency Hedges”), with settlement dates throughout 2021 . 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 and Inventories. 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 Other Comprehensive Income (Loss) and reclassified to the Condensed Consolidated Statements of Operations when the forecasted transaction occurs. For foreign currency cash flow hedging instruments related to Inventories, the effective portion of the gain or loss in a hedge of a forecasted transaction is reported in Other Comprehensive Income (Loss) and reclassified to Inventories in the Condensed Consolidated Balance Sheets when the forecasted transaction occurs. Any ineffective portion is recognized immediately in the Condensed Consolidated Statements of Operations. 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 foreign exchange contracts : March 31, December 31, (In thousands of U.S. Dollars) 2021 2020 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards $ 21,515 $ 26,358 Derivatives not designated as hedging instruments: Foreign exchange contracts — Forwards 416 5,552 $ 21,931 $ 31,910 Fair value of derivatives in foreign exchange contracts : March 31, December 31, (In thousands of U.S. Dollars) Balance Sheet Location 2021 2020 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards Other assets $ 1,682 $ 1,635 Derivatives not designated as hedging instruments: Foreign exchange contracts — Forwards Other assets 22 344 $ 1,704 $ 1,979 41 Derivatives in foreign currency hedging relationships are as follows : Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Foreign exchange contracts Derivative Gain (Loss) — Forwards Recognized in OCI (Effective Portion) $ 295 $ ( 2,860 ) Location of Derivative Gain (Loss) Reclassified from AOCI Three Months Ended March 31, (In thousands of U.S. Dollars) (Effective Portion) 2021 2020 Foreign exchange contracts Selling, general and — Forwards administrative expenses $ 231 $ ( 341 ) Inventory — ( 17 ) $ 231 $ ( 358 ) Three Months Ended March 31, (In thousands of U.S. Dollars) 2021 2020 Foreign exchange contracts Derivative Loss Recognized In — Forwards and Out of OCI $ — $ ( 36 ) Non-designated derivatives in foreign currency relationships are as follows : Three Months Ended March 31, (In thousands of U.S. Dollars) Location of Derivative Gain 2021 2020 Foreign exchange contracts Selling, general and — Forwards administrative expenses $ 22 $ — $ 22 $ — The Company's estimated net amount of the existing gains as of March 31, 2021 is $ 1.7 million, which is expected to be reclassified to earnings within the next twelve months. (d) Investments in Equity Securities As of March 31, 2021, the Condensed Consolidated Balance Sheets includes $ 1.1 million (December 31, 2020 — $ 13.6 million) of investments in equity securities. On January 17, 2019, IMAX China (Hong Kong), Limited, a wholly-owned subsidiary of IMAX China, as an investor entered into a cornerstone investment agreement with Maoyan Entertainment (“Maoyan”) (as the issuer) and Morgan Stanley Asia Limited (as a sponsor, underwriter and the underwriters’ representative). Pursuant to this agreement, IMAX China (Hong Kong), Limited agreed to invest $ 15.2 million to subscribe for a certain number of shares of Maoyan at the final offer price pursuant to the global offering of the share capital of Maoyan, and this investment would be subject to a lock-up period of six months following the date of the global offering. On February 4, 2019, Maoyan completed its global offering, upon which, IMAX China (Hong Kong), Limited became a less than 1 % shareholder in Maoyan. In February 2021, IMAX China (Hong Kong), Limited sold all of its 7,949,000 shares of Maoyan for gross proceeds of $ 17.8 million, which represents a $ 2.6 million gain relative to the Company’s acquisition cost and a $ 5.2 million gain compared to the fair value of the investment as of December 31, 2020. Prior to this sale, the Company accounted for its investment in Maoyan at fair value with any changes in fair value recorded to the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2020, the fair value of the Company’s investment in Maoyan experienced an unrealized loss of $ 4.5 million. As of December 31, 2020, the value of the Company’s investment in Maoyan was $ 12.6 million. The Company has an investment of $ 1.1 million (December 31, 2020 — $ 1.1 million) in the shares of an exchange traded fund. This investment is classified as an equity investment. 42 As of March 31, 2021, the Company held investments in the preferred shares of enterprises which meet the criteria for classification as an equity security under FASB ASC 321, carried at historical cost, net of impairment charges. The carrying value of these equity security investments was $ 1.0 million at March 31, 2021 (December 31, 2020 — $ 1.0 million) and is recorded in Other Assets. 17. Non-Controlling Interests (a) IMAX China Non-Controlling Interest The Company indirectly owns 69.83 % of IMAX China Holding, Inc. (“IMAX China”), whose shares trade on the Hong Kong Stock Exchange. IMAX China remains a consolidated subsidiary of the Company. As of March 31, 2021, the balance of the Company’s non-controlling interest in IMAX China is $ 82.2 million. For the three months ended March 31, 2021, the net income attributable to the non-controlling interest in IMAX China is $ 4.3 million (2020 — net loss of $( 9.6 ) million). (b) 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 March 31, 2021, 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. (c) 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 three months ended March 31, 2021: Balance of at December 31, 2020 $ 759 Net loss ( 9 ) Balance as of March 31, 2021 $ 750 18. Subsequent Event On April 24, 2021, Patrick McClymont, the Company’s Chief Financial Officer, notified the Company that he would be resigning his position effective May 14, 2021, to pursue other career and personal interests. Joseph Sparacio, Mr. McClymont’s immediate predecessor as Chief Financial Officer, has agreed to serve as the Company’s interim Chief Financial Officer, reporting to Richard L. Gelfond, the Company’s CEO, beginning on June 1, 2021, until the sooner of December 31, 2021 or when a permanent replacement is named. The terms of Mr. Sparacio’s compensation have not yet been finalized. 43