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 June 30, 2021 and December 31, 2020 4 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 5 Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2021 and 2020 6 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 7 Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 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) June 30, December 31, 2021 2020 Assets Cash and cash equivalents $ 214,125 $ 317,379 Accounts receivable, net 68,755 56,300 Financing receivables, net 133,221 131,810 Variable consideration receivables, net 41,596 40,526 Inventories 37,299 39,580 Prepaid expenses 11,892 10,420 Film assets, net 5,387 5,777 Property, plant and equipment, net 265,517 277,397 Investment in equity securities 1,089 13,633 Other assets 20,330 21,673 Deferred income tax assets, net 18,720 17,983 Goodwill 39,027 39,027 Other intangible assets, net 24,932 26,245 Total assets $ 881,890 $ 997,750 Liabilities Accounts payable $ 15,206 $ 20,837 Accrued and other liabilities 91,557 99,354 Revolving credit facility borrowings, net 9,544 305,676 Convertible notes, net 222,888 — Deferred revenue 87,489 87,982 Deferred income tax liabilities 19,681 19,134 Total liabilities 446,365 532,983 Commitments and contingencies Non-controlling interests 766 759 Shareholders' equity Capital stock common shares — no par value. Authorized — unlimited number. 59,396,411 issued and 59,395,909 outstanding (December 31, 2020 — 58,921,731 issued and 58,921,008 outstanding) 415,857 407,031 Less: Treasury stock, 502 shares at cost (December 31, 2020 — 723 ) ( 8 ) ( 11 ) Other equity 160,658 180,330 Accumulated deficit ( 226,900 ) ( 202,849 ) Accumulated other comprehensive income 1,062 988 Total shareholders' equity attributable to common shareholders 350,669 385,489 Non-controlling interests 84,090 78,519 Total shareholders' equity 434,759 464,008 Total liabilities and shareholders' equity $ 881,890 $ 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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenues Technology sales $ 15,173 $ 2,687 $ 21,348 $ 8,349 Image enhancement and maintenance services 24,711 3,799 46,326 24,520 Technology rentals 8,130 ( 137 ) 16,489 5,834 Finance income 2,941 2,506 5,546 5,054 50,955 8,855 89,709 43,757 Costs and expenses applicable to revenues Technology sales 6,496 2,546 11,549 6,415 Image enhancement and maintenance services 12,357 7,244 22,121 25,060 Technology rentals 6,499 6,753 13,155 14,884 25,352 16,543 46,825 46,359 Gross margin (margin loss) 25,603 ( 7,688 ) 42,884 ( 2,602 ) Selling, general and administrative expenses 28,807 29,796 54,016 58,432 Research and development 2,200 1,232 3,671 3,432 Amortization of intangibles 1,190 1,344 2,331 2,665 Credit loss (reversal) expense, net ( 1,872 ) 1,440 ( 1,567 ) 11,657 Asset impairments — — — 1,151 Legal judgment and arbitration awards (see Note 8) ( 1,770 ) — ( 1,770 ) — Loss from operations ( 2,952 ) ( 41,500 ) ( 13,797 ) ( 79,939 ) Realized and unrealized investment gains (losses) 33 2,025 5,281 ( 2,514 ) Retirement benefits non-service expense ( 116 ) ( 130 ) ( 230 ) ( 246 ) Interest income 559 891 1,142 1,256 Interest expense ( 1,690 ) ( 1,581 ) ( 3,994 ) ( 2,229 ) Loss before taxes ( 4,166 ) ( 40,295 ) ( 11,598 ) ( 83,672 ) Income tax (expense) benefit ( 1,946 ) 10,248 ( 5,014 ) ( 5,257 ) Equity in losses of investees, net of tax — — — ( 529 ) Net loss ( 6,112 ) ( 30,047 ) ( 16,612 ) ( 89,458 ) Less: Net (income) loss attributable to non-controlling interests ( 3,099 ) 4,080 ( 7,439 ) 14,137 Net loss attributable to common shareholders $ ( 9,211 ) $ ( 25,967 ) $ ( 24,051 ) $ ( 75,321 ) Net loss per share attributable to common shareholders - basic and diluted: Net loss per share — basic and diluted $ ( 0.16 ) $ ( 0.44 ) $ ( 0.41 ) $ ( 1.26 ) (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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net loss $ ( 6,112 ) $ ( 30,047 ) $ ( 16,612 ) $ ( 89,458 ) Other comprehensive income (loss), before tax Unrealized net gain (loss) from cash flow hedging instruments 305 1,334 600 ( 1,526 ) Realized net (gain) loss from cash flow hedging instruments ( 824 ) 337 ( 1,055 ) 695 Reclassification of unrealized gain from ineffective cash flow hedging instruments ( 271 ) — ( 293 ) — Foreign currency translation adjustments 2,960 496 794 ( 615 ) Defined benefit and postretirement benefit plans 48 4 96 17 Total other comprehensive income (loss), before tax 2,218 2,171 142 ( 1,429 ) Income tax benefit (expense) related to other comprehensive income (loss) 194 ( 442 ) 170 253 Other comprehensive income (loss), net of tax 2,412 1,729 312 ( 1,176 ) Comprehensive loss ( 3,700 ) ( 28,318 ) ( 16,300 ) ( 90,634 ) Comprehensive (income) loss attributable to non-controlling interests ( 3,990 ) 3,930 ( 7,677 ) 14,323 Comprehensive loss attributable to common shareholders $ ( 7,690 ) $ ( 24,388 ) $ ( 23,977 ) $ ( 76,311 ) (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) Six Months Ended June 30, 2021 2020 Operating Activities Net loss $ ( 16,612 ) $ ( 89,458 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 25,671 26,883 Amortization of deferred financing costs 1,008 299 Credit loss (reversal) expense, net ( 1,567 ) 11,657 Write-downs 462 6,806 Deferred income tax expense 33 ( 4,878 ) Share-based and other non-cash compensation 12,332 10,850 Unrealized foreign currency exchange (gain) loss ( 490 ) 312 Realized and unrealized investment (gains) losses ( 5,281 ) 2,514 Equity in losses of investees — 529 Changes in assets and liabilities: Accounts receivable ( 11,049 ) 36,971 Inventories 1,867 ( 16,887 ) Film assets ( 5,808 ) ( 4,057 ) Deferred revenue ( 447 ) 9,799 Changes in other operating assets and liabilities ( 17,135 ) ( 12,220 ) Net cash used in operating activities ( 17,016 ) ( 20,880 ) Investing Activities Purchase of property, plant and equipment ( 1,365 ) ( 594 ) Investment in equipment for joint revenue sharing arrangements ( 2,397 ) ( 3,908 ) Acquisition of other intangible assets ( 2,631 ) ( 1,221 ) Proceeds from sale of equity securities 17,769 — Net cash provided by (used in) investing activities 11,376 ( 5,723 ) Financing Activities Proceeds from issuance of convertible notes, net 223,675 — Debt issuance costs related to convertible notes ( 242 ) — Purchase of capped calls related to convertible notes ( 19,067 ) — Revolving credit facility borrowings 3,600 280,244 Repayments of revolving credit facility borrowings ( 300,243 ) — Credit facility amendment fees paid ( 32 ) ( 959 ) Repurchase of common shares — ( 36,624 ) Repurchase of common shares, IMAX China — ( 1,532 ) Treasury stock purchased for future settlement of restricted share units — ( 3,086 ) Taxes withheld and paid on employee stock awards vested ( 3,045 ) ( 251 ) Common shares issued - stock options exercised 883 — Dividends paid to non-controlling interests ( 2,099 ) ( 2,118 ) Net cash (used in) provided by financing activities ( 96,570 ) 235,674 Effects of exchange rate changes on cash ( 1,044 ) 431 (Decrease) increase in cash and cash equivalents during period ( 103,254 ) 209,502 Cash and cash equivalents, beginning of period 317,379 109,484 Cash and cash equivalents, end of period $ 214,125 $ 318,986 (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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Adjustments to capital stock: Balance, beginning of period $ 414,982 $ 404,164 $ 407,020 $ 419,348 Change in shares held in treasury 3 1,090 3 3,709 Employee stock options exercised 59 — 883 — Grant date fair value of stock options exercised 19 — 272 — Average carrying value of repurchased and retired common shares — — — ( 17,803 ) Restricted share units vested, net of shares withheld for employee tax obligations 786 — 7,671 — Balance, end of period 415,849 405,254 415,849 405,254 Adjustments to other equity: Balance, beginning of period 155,653 168,892 180,330 171,789 Amortization of share-based payment expense - stock options 250 505 657 1,103 Amortization of share-based payment expense - restricted share units 5,370 4,948 8,996 7,762 Amortization of share-based payment expense - performance stock units 1,087 506 2,204 793 Restricted share units vested ( 1,684 ) ( 1,520 ) ( 12,191 ) ( 7,225 ) Grant date fair value of stock options exercised ( 18 ) — ( 271 ) — Common shares repurchased, IMAX China — ( 641 ) — ( 1,532 ) Purchase of capped calls related to convertible notes — — ( 19,067 ) — Balance, end of period 160,658 172,690 160,658 172,690 Adjustments to accumulated deficit: Balance, beginning of period ( 217,689 ) ( 108,428 ) ( 202,849 ) ( 40,253 ) Net loss attributable to common shareholders ( 9,211 ) ( 25,967 ) ( 24,051 ) ( 75,321 ) Common shares repurchased and retired — — — ( 18,821 ) Balance, end of period ( 226,900 ) ( 134,395 ) ( 226,900 ) ( 134,395 ) Adjustments to accumulated other comprehensive (loss) income: Balance, beginning of period ( 459 ) ( 5,759 ) 988 ( 3,190 ) Other comprehensive income (loss), net of tax 1,521 1,579 74 ( 990 ) Balance, end of period 1,062 ( 4,180 ) 1,062 ( 4,180 ) Adjustments to non-controlling interests: Balance, beginning of period 82,215 79,508 78,519 89,493 Net income (loss) attributable to non-controlling interests 3,083 ( 2,817 ) 7,432 ( 12,466 ) Other comprehensive income (loss), net of tax 891 150 238 ( 186 ) Dividends paid to non-controlling shareholders ( 2,099 ) ( 2,118 ) ( 2,099 ) ( 2,118 ) Balance, end of period 84,090 74,723 84,090 74,723 Total Shareholders' Equity $ 434,759 $ 514,092 $ 434,759 $ 514,092 (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: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Total assets $ 1,584 $ 1,543 Total liabilities $ 259 $ 230 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 The impact of the COVID-19 pandemic is complex and continuously evolving, resulting in significant disruption to the Company’s business and the global economy. The pandemic has led authorities around the world to impose measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close, including 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 and capacity restrictions have been lifted in many key markets and, beginning in the third quarter of 2020, movie theaters throughout the IMAX network gradually reopened. As of June 30, 2021, 89 % of the theaters in the global IMAX commercial multiplex network were open, spanning 62 countries. This included 93 % of Domestic theaters (i.e., in the United States and Canada), 90 % of the theaters in Greater China and 75 % of the theaters in Rest of World markets. 10 The impact of the COVID-19 global pandemic has resulted in significantly lower levels of revenues, earnings and operating cash flows for the Company during 2020 and through the end of the second 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. In response to uncertainties associated with the pandemic, the Company took significant steps to preserve cash by eliminating non-essential costs, temporarily furloughing certain employees, reducing the working hours of other employees and reducing all non-essential capital expenditures to minimum levels. The Company also implemented an active cash management process, which, among other things, required senior management approval of all outgoing payments. In addition, as a result of the financial difficulties faced by certain of the Company’s exhibition customers arising out of pandemic-related closures, the Company has experienced and may continue to experience delays in collecting payments due under existing theater sale or lease arrangements. The Company has provided temporary relief to certain 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. For the six months ended June 30, 2021, GBO receipts generated by IMAX DMR films totaled $ 218.8 million, surpassing the total for the second half of 2020 by $ 57.6 million ( 36 %). Management is encouraged by these box office results and the strong pipeline of Hollywood movies scheduled to be released for theatrical exhibition in the second half of 2021. However, the impact of the COVID-19 global pandemic on the Company’s business and financial results will continue to depend on numerous evolving factors that cannot be accurately predicted and that will vary by jurisdiction and market, including the duration and scope of the pandemic, the emergence of variants of the virus, the progress made on administering vaccines, the continuing impact of the pandemic on global economic conditions and ongoing government responses to the pandemic, which could lead to further theater closures, theater capacity restrictions and/or delays in the release of films. 3. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“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. In July 2021, the FASB issued ASU No. 2021-05, “Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments” (“ASU 2021-05”), which requires sales-type or direct financing leases that have variable payments (that do not depend on a rate or an index) and result in a day-one loss to be classified as operating leases. When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. The amendments are effective for annual periods beginning after December 15, 2021 including interim periods within those periods. Early adoption is permitted. The Company is currently assessing the impact of ASU 2021-05 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 June 30, 2021. 11 4. Current Expected Credit Losses The Company’s accounts receivable, financing receivables and variable consideration receivables are measured on the amortized cost basis and 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 to the Company 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. 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. 12 The following tables summarize the activity in the Allowance for Credit Losses related to Accounts Receivable for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Theater Operators Studios Other Total Beginning balance $ 8,783 $ 3,771 $ 1,188 $ 13,742 $ 8,368 $ 4,481 $ 1,446 $ 14,295 Current period (reversal) provision, net ( 221 ) ( 1,178 ) 4 ( 1,395 ) 378 ( 1,677 ) ( 245 ) ( 1,544 ) Write-offs ( 65 ) ( 103 ) — ( 168 ) ( 235 ) ( 252 ) — ( 487 ) Foreign exchange 100 27 — 127 86 ( 35 ) ( 9 ) 42 Ending balance $ 8,597 $ 2,517 $ 1,192 $ 12,306 $ 8,597 $ 2,517 $ 1,192 $ 12,306 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 (In thousands of U.S. Dollars) Theater Operators Studios Other Total Theater Operators Studios Other Total Beginning balance $ 6,504 $ 3,983 $ 1,041 $ 11,528 $ 3,302 $ 893 $ 942 $ 5,137 Current period (reversal) provision, net ( 107 ) 1,596 ( 203 ) 1,286 3,095 4,686 ( 104 ) 7,677 Foreign exchange ( 80 ) ( 124 ) — ( 204 ) ( 80 ) ( 124 ) — ( 204 ) Ending balance $ 6,317 $ 5,455 $ 838 $ 12,610 $ 6,317 $ 5,455 $ 838 $ 12,610 For the three and six months ended June 30, 2021, the Company reduced its allowance for current expected credit losses related to Accounts Receivable by $ 1.4 million and $ 2.0 million, respectively, principally as a result of better than anticipated collection experience with respect to foreign theater and studio receivable balances, which allowed the reversal of previously recorded Credit Loss Expense . For the three and six months ended June 30, 2020, the Company increased it allowance for current expected credit losses related to Accounts Receivable by $ 1.1 million and $ 7.5 million, respectively, principally due to 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 June 30, 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. 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. 13 As of June 30, 2021 and December 31, 2020, financing receivables consist of the following: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Net investment in leases Gross minimum payments due under sales-type leases $ 23,614 $ 20,830 Unearned finance income ( 844 ) ( 859 ) Present value of minimum payments due under sales-type leases 22,770 19,971 Allowance for credit losses ( 579 ) ( 557 ) Net investment in leases 22,191 19,414 Financed sales receivables Gross minimum payments due under financed sales 150,468 150,917 Unearned finance income ( 32,325 ) ( 31,247 ) Present value of minimum payments due under financed sales 118,143 119,670 Allowance for credit losses ( 7,113 ) ( 7,274 ) Net financed sales receivables 111,030 112,396 Total financing receivables $ 133,221 $ 131,810 Net financed sales receivables due within one year $ 31,779 $ 34,937 Net financed sales receivables due after one year 79,251 77,459 Total financed sales receivables $ 111,030 $ 112,396 As of June 30, 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: June 30, December 31, 2021 2020 Weighted-average remaining lease term (in years) Sales-type lease arrangements 8.7 8.3 Weighted-average interest rate Sales-type lease arrangements 6.52 % 6.56 % Financed sales receivables 8.73 % 8.92 % 14 The tables below provide information on the Company’s net investment in leases by credit quality indicator as of June 30, 2021 and December 31, 2020. The amounts disclosed in these tables are determined on a customer-by-customer basis and include both billed and unbilled amounts. (In thousands of U.S. Dollars) By Origination Year As of June 30, 2021 2021 2020 2019 2018 2017 Prior Total Net investment in leases: Credit quality classification: In good standing $ 4,379 $ 2,832 $ 7,943 $ 1,494 $ — $ 1,231 $ 17,879 Credit Watch — 1,226 — 1,039 918 888 4,071 Pre-approved transactions — — — — — — — Transactions suspended — — — — — 820 820 Total net investment in leases $ 4,379 $ 4,058 $ 7,943 $ 2,533 $ 918 $ 2,939 $ 22,770 (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 tables below provide information on the Company’s financed sale receivables by credit quality indicator as of June 30, 2021 and December 31, 2020. The amounts disclosed in these tables are determined on a customer-by-customer basis and include both billed and unbilled amounts. (In thousands of U.S. Dollars) By Origination Year As of June 30, 2021 2021 2020 2019 2018 2017 Prior Total Financed sales receivables: Credit quality classification: In good standing $ 3,322 $ 4,804 $ 5,135 $ 4,566 $ 5,746 $ 20,936 $ 44,509 Credit Watch 1,612 3,969 6,871 9,621 10,132 37,864 70,069 Pre-approved transactions — — — — — 991 991 Transactions suspended — — — — 675 1,899 2,574 Total financed sales receivables $ 4,934 $ 8,773 $ 12,006 $ 14,187 $ 16,553 $ 61,690 $ 118,143 (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 June 30, 2021 and December 31, 2020: As of June 30, 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 $ 154 $ 112 $ 500 $ 766 $ 22,004 $ 22,770 $ ( 579 ) $ 22,191 Financed sales receivables 1,552 2,756 9,084 13,392 104,751 118,143 ( 7,113 ) 111,030 Total $ 1,706 $ 2,868 $ 9,584 $ 14,158 $ 126,755 $ 140,913 $ ( 7,692 ) $ 133,221 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 June 30, 2021 and December 31, 2020: As of June 30, 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 $ 37 $ 77 $ 119 $ 233 $ 3,838 $ ( 124 ) $ 3,947 Financed sales receivables 955 2,139 7,756 10,850 49,871 ( 3,237 ) 57,484 Total $ 992 $ 2,216 $ 7,875 $ 11,083 $ 53,709 $ ( 3,361 ) $ 61,431 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 June 30, 2021 and December 31, 2020: As of June 30, 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 $ 820 $ ( 16 ) $ 804 $ 764 $ ( 18 ) $ 746 Net financed sales receivables 3,566 ( 1,399 ) 2,167 2,813 ( 1,482 ) 1,331 Total $ 4,386 $ ( 1,415 ) $ 2,971 $ 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. In certain cases, a theater operator classified within the “Pre-Approved Transactions” category may also be placed on nonaccrual status. 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 and six months ended June 30, 2021, the Company recognized less than $ 0.1 million and $ 0.1 million, respectively, (2020 — $ 0.1 million and $ 0.2 million, respectively) in Finance Income related to the net investment in leases with billed amounts past due. For the three and six months ended June 30, 2021, the Company recognized $ 1.1 million and $ 2.3 million, respectively, (2020 — $ 0.9 million and $ 3.0 million, respectively) 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 and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Net Investment Financed Net Investment Financed (In thousands of U.S. Dollars) in Leases Sales Receivables in Leases Sales Receivables Beginning balance $ 581 $ 7,491 $ 557 $ 7,274 Current period (reversal) provision, net ( 7 ) ( 432 ) 20 ( 205 ) Foreign exchange 5 54 2 44 Ending balance $ 579 $ 7,113 $ 579 $ 7,113 Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Net Investment Net Financed Net Investment Net Financed (In thousands of U.S. Dollars) in Leases Sales Receivables in Leases Sales Receivables Beginning balance $ 464 $ 3,557 $ 155 $ 915 Current period (reversal) provision, net ( 5 ) 171 304 2,813 Foreign exchange — ( 19 ) — ( 19 ) Ending balance $ 459 $ 3,709 $ 459 $ 3,709 For the three and six months ended June 30, 2021, the Company reduced its allowance for current expected credit losses related to Financing Receivables by $ 0.4 million and $ 0.1 million, respectively, principally as a result of better than anticipated collection experience with respect to foreign theater customers, which allowed the reversal of previously recorded Credit Loss Expense. For the three and six months ended June 30, 2020, the Company increased its allowance for current expected credit losses related to Financing Receivables by $ 0.2 million and $ 3.1 million, respectively. The provisions recorded in the prior year period reflect 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 June 30, 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. 17 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. The Company develops its estimate of credit losses by class of receivable and customer type through a calculation utilizing historical 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 and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands of U.S. Dollars) Theater Operators Theater Operators Theater Operators Theater Operators Beginning balance $ 2,088 $ 875 $ 1,887 $ — Current period (reversal) provision, net ( 38 ) ( 12 ) 162 863 Foreign Exchange ( 22 ) — ( 21 ) — Ending balance $ 2,028 $ 863 $ 2,028 $ 863 For the six months ended June 30, 2021 and 2020, the Company increased its allowance for current expected credit losses related to Variable Consideration Receivables by $ 0.1 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 June 30, 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 and six months ended June 30, 2021 and 2020, the components of lease expense recorded within Selling, General and Administrative expenses are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 2021 2020 Operating lease cost (1) $ 211 $ 121 $ 383 $ 259 Amortization of lease assets 666 701 1,414 1,449 Interest on lease liabilities 231 245 473 507 Total lease cost $ 1,108 $ 1,067 $ 2,270 $ 2,215 (1) Includes short-term leases and variable lease costs, which are not significant for the three and six months ended June 30, 2021 and 2020. For the six months ended June 30, 2021 and 2020, supplemental cash and non-cash information related to leases is as follows: Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities $ 1,929 $ 1,730 Right-of-use assets obtained in exchange for lease obligations $ 928 $ 286 As of June 30, 2021 and December 31, 2020, supplemental balance sheet information related to leases is as follows: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Assets Balance Sheet Classification Right-of-Use Assets Property, plant and equipment $ 13,413 $ 13,911 Liabilities Balance Sheet Classification Operating Leases Accrued and other liabilities $ 16,034 $ 16,634 As of June 30, 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: June 30, December 31, 2021 2020 Weighted-average remaining lease term (years) 7.1 7.6 Weighted-average discount rate 5.95 % 5.91 % As of June 30, 2021, the maturities of the Company’s operating lease liabilities are as follows: (In thousands of U.S. Dollars) 2021 (six months remaining) $ 1,894 2022 3,308 2023 2,446 2024 2,246 2025 2,093 Thereafter 7,986 Total lease payments $ 19,973 Less: interest expense ( 3,939 ) Present value of operating lease liabilities $ 16,034 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 June 30, 2021 and December 31, 2020, Inventories consist of the following: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Raw materials $ 27,825 $ 30,096 Work-in-process 2,655 3,014 Finished goods 6,819 6,470 $ 37,299 $ 39,580 At June 30, 2021, Inventories include finished goods of $ 2.3 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 and six months ended June 30, 2021, the Company recognized write-downs of $ 0.1 million and $ 0.2 million, respectively, (2020 — $ 0.1 million) for excess and obsolete inventory based on current estimates of net realizable value. 20 7. Debt (a) Revolving Credit Facility Borrowings As of June 30, 2021 and December 31, 2020, Revolving Credit Facility Borrowings consist of the following: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Credit Facility borrowings $ — $ 300,000 Working Capital Facility borrowings 11,017 7,643 Unamortized debt issuance costs ( 1,473 ) ( 1,967 ) Revolving Credit Facility Borrowings, net $ 9,544 $ 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. During the six months ended June 30, 2021, the Company completely repaid the $ 300.0 million of Credit Facility borrowings, using cash on hand following the issuance of the Convertible Notes (as discussed below). Accordingly, as of June 30, 2021, there were no outstanding borrowings under the Credit Facility. As of June 30, 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 previously 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 June 30, 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 and six months ended June 30, 2021 was 2.63 % and 2.64 %, respectively (2020 — 1.83 % and 1.86 %, respectively). 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 1, 2021, 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 Chinese Renminbi (“RMB”) (approximately $ 30.9 million) to fund ongoing working capital requirements (the “Working Capital Facility”). The Working Capital Facility expires in July 2022 . As of June 30, 2021, outstanding Working Capital Facility borrowings were RMB 71.2 million ($ 11.0 million) and outstanding letters of guarantee were RMB 2.4 million ($ 0.4 million). As of December 31, 2020, outstanding Working Capital Facility borrowings were RMB 49.9 million ($ 7.6 million) and no letters of guarantee were issued. As of June 30, 2021, the amount available for future borrowings under the Working Capital Facility was RMB 118.8 million ($ 18.4 million) and the amount available for letters of guarantee was RMB 7.6 million ($ 1.1 million). 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 and six months ended June 30, 2021 was 4.35 % (2020 ― 4.35 %). 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 June 30, 2021, the net unrealized gain on the Company’s outstanding foreign currency forward contracts was $ 1.3 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 June 30, 2021, the notional value of the Company’s outstanding foreign currency forward contracts was $ 13.7 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 June 30, 2021 and December 31, 2020 under the NBC Facility. (b) Convertible Notes As of June 30, 2021 and December 31, 2020, Convertible Notes (as defined below) consist of the following: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Convertible Notes $ 230,000 $ — Unamortized discounts and debt issuance costs ( 7,112 ) — $ 222,888 $ — 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 is using 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 Convertible Notes only upon the occurrence of certain events. From and after January 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the Company will pay or deliver, as applicable, cash or a combination of cash (in an amount no less than the principal amount of the Convertible Notes being converted) and common shares, at its election, based on the applicable conversion rates. The initial conversion rate is 34.7766 common shares per $ 1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $ 28.75 per common share, and is subject to adjustment upon the occurrence of certain events. The Convertible Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after April 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any Convertible Notes for redemption will constitute a “make-whole fundamental change” with respect to such notes, in which case the conversion rate applicable to the conversion of such notes will be increased in certain circumstances if such notes are converted after they are called for redemption. In addition, upon the occurrence of a “fundamental change” (as defined below ), holders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. Subject to the terms and conditions of the indenture governing the Convertible Notes, a “fundamental change” means, among other things, an event resulting in (i) a change of control, (ii) a transfer of all or substantially all of the assets of the Company, (iii) a merger, (iv) liquidation or dissolution of the Company, (v) or delisting of the Company’s common shares from a national securities exchange. 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. 23 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. 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 Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions meet all of the applicable criteria for equity classification in accordance with ASC 815-10-15-74(a), “Derivatives and Hedging—Embedded Derivatives—Certain Contracts Involving an Entity’s Own Equity,” and, as a result, the related $ 19.1 million cost was recorded as a reduction to Other Equity within Shareholders’ Equity on the Company’s Condensed Consolidated Statements of 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. 24 (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. (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 disputed 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 (the “Final Judgment”) against the Company in the total amount of $ 11.3 million as damages under the Award. As of December 31, 2020, the Company’s Consolidated Balance Sheets included 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 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 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 the Final Judgment with the Eleventh Circuit Court of Appeals. In addition to the above, the Company 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. On June 23, 2021, the Company entered into a final settlement agreement with Giencourt to fully resolve all disputes between the parties in the United States and Ontario (the “Settlement Agreement”). The Company has paid Giencourt $ 9.5 million as required by the terms of the Settlement Agreement. As a result of the Settlement Agreement, the Final Judgment has been vacated, all litigation between the parties in all jurisdictions has been dismissed and full and final releases have been exchanged by the parties. Accordingly, upon entry in the Settlement Agreement on June 23, 2021, the remaining $ 1.8 million liability recorded within Accrued and Other Liabilities was reversed and a corresponding $ 1.8 million benefit was recorded in the Company’s Condensed Consolidated Statements of Operations within Legal Judgment and Arbitration Awards. (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. 25 (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 $nil and less than $ 0.1 million as of June 30, 2021 and December 31, 2020 , respectively. (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 June 30, 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 and six months ended June 30, 2021, the sales commission costs recognized within Costs and Expenses Applicable to Revenues – Technology Sales are $ 0.3 million and $ 0.4 million, respectively (2020 — $ 0.1 million and $ 0.1 million, respectively). Direct advertising and marketing costs for each theater are expensed as incurred. For the three and six months ended June 30, 2021, the total of all such costs recognized within Costs and Expenses Applicable to Revenues – Technology Sales was $ 0.1 million and $ 0.2 million, respectively (2020 — $ 0.1 million and $ 0.3 million, respectively). 26 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 and six months ended June 30, 2021, sales commissions related to such joint revenue sharing arrangements totaled $ 0.1 million and $ 0.3 million, respectively (2020 — less than $ 0.1 million and $ 0.2 million, respectively). Direct advertising and marketing costs for each theater are expensed as incurred. For the three and six months ended June 30, 2021, the total of such costs recognized within Costs and Expenses Applicable to Revenues – Technology Rentals was $ 0.2 million and $ 0.8 million, respectively (2020 — less than $ 0.1 million and $ 0.4 million, respectively). Film exploitation costs, including advertising and marketing expense, totaled $ 1.5 million and $ 2.7 million, respectively, for the three and six months ended June 30, 2021 (2020 — recovery of less than $ 0.1 million and expense of $ 2.6 million, respectively), 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 and six months ended June 30, 2021 is a net gain of $ 1.1 million and $ 1.7 million, respectively (2020 — loss of $( 0.3 ) million and $( 1.0 ) million, respectively) resulting from changes in exchange rates related to foreign currency denominated monetary assets and liabilities. See Note 16(c) for additional information. (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 June 30, 2021, the Company has signed traditional and hybrid joint revenue sharing agreements with 42 exhibitors (2020 — 41 ) for a total of 1,226 IMAX Theater Systems (2020 — 1,237 ) , of which 897 theaters (2020 — 868 ) 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 and six months ended June 30, 2021, such revenues totaled $ 8.9 million and $ 19.0 million, respectively (2020 — $ 0.1 million and $ 6.9 million, respectively). (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. 27 For the three and six months ended June 30, 2021, the majority of IMAX DMR revenue was earned from the exhibition of 17 films ( 14 new and 3 carryovers) and 32 films ( 26 new and 6 carryovers), respectively, and the re-release of classic titles throughout the IMAX theater network, as compared to one new film and 14 films ( 4 new and 10 carryovers), respectively, in the three and six months ended June 30, 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 and six months ended June 30, 2021, such revenues totaled $ 11.8 million and $ 23.7 million, respectively (2020 — $ 0.6 million and $ 11.2 million, respectively). (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 June 30, 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. For the three and six months ended June 30, 2021, an expense of less than $ 0.1 million and $ 0.1 million, respectively (2020 — $ 1.2 million and $ 1.4 million, respectively) attributable to transactions between the Company and other parties involved in the production of the films have been included in Costs and Expenses Applicable to Revenues – Image Enhancement and Maintenance Services. 10. Condensed Consolidated Statements of Cash Flows – Supplemental Information (a) Changes in other operating assets and liabilities Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 (Increase) decrease in: Financing receivables $ ( 1,163 ) $ 776 Prepaid expenses ( 2,794 ) ( 2,332 ) Variable consideration receivables ( 1,233 ) ( 220 ) Other assets 436 ( 4,492 ) (Decrease) increase in: Accounts payable ( 5,521 ) ( 6,716 ) Accrued and other liabilities (1) ( 6,860 ) 764 $ ( 17,135 ) $ ( 12,220 ) (1) Includes a $ 9.5 million payment made in the second quarter of 2021 in connection with the settlement of the Giencourt matter, as discussed in Note 8(b)(ii) . 28 (b) Depreciation and amortization Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 Film assets $ 5,543 $ 3,515 Property, plant and equipment: Equipment supporting joint revenue sharing arrangements 11,291 13,178 Other property, plant and equipment 4,877 5,686 Other intangible assets 2,986 3,238 Other assets (1) 974 1,266 $ 25,671 $ 26,883 (1) Includes the amortization of lessee incentives provided by the Company to its customers under joint revenue sharing arrangements. (c) Write-downs Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 Film assets (1) $ ( 44 ) $ 4,504 Other assets (2) — 1,151 Property, plant and equipment Equipment supporting joint revenue sharing arrangements (3) 329 929 Other property, plant and equipment ( 23 ) 72 Other intangible assets — 92 Inventories (4) 200 58 $ 462 $ 6,806 (1) In the six months ended June 30, 2020, the Company recorded impairment losses of $ 4.5 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 through the six months ended June 30, 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 six months ended June 30, 2020, the Company recorded a write-down of $ 1.2 million in Asset Impairments related to content-related assets which became impaired in the period. No such impairment loss was recorded in the six months ended June 30, 2021. (3) In the six months ended June 30, 2021, the Company recorded charges of $ 0.3 million (2020 — $ 0.9 million) in Costs and Expenses Applicable to Technology Rentals mostly 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 six months ended June 30, 2021, the Company recorded write-downs of $ 0.2 million (2020 — $nil) in Costs and Expenses Applicable to Technology Sales related to excess inventory. 29 (d) Significant non-cash investing activities Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 Net (decrease) increase in accruals related to: Investment in joint revenue sharing arrangements $ 117 $ ( 1,887 ) Acquisition of other intangible assets ( 848 ) ( 10 ) Purchases of property, plant and equipment — 158 $ ( 731 ) $ ( 1,739 ) (e) Significant non-cash financing activities In the six months ended June 30, 2021, the Company incurred $ 1.2 million of debt issuance costs related to the Convertible Notes (see Note 7), of which $ 1.0 million were not yet paid as of June 30, 2021 and are recorded on the Condensed Consolidated Balance Sheets within Accounts Payable and Accrued and Other Liabilities. 11. Income Taxes (a) Income Tax Expense For the three months ended June 30, 2021, the Company recorded income tax expense of $ 1.9 million (2020 — income tax benefit of $ 10.2 million). For the three months ended June 30, 2021 , t he Company’s effective tax rate of ( 46.7 )% varies from the Canadian statutory tax rate of 26.2 % that was in effect during the period as follows: Three Months Ended Three Months Ended June 30, 2021 June 30, 2020 (In thousands of U.S. Dollars, except rates) Amount Rate Amount Rate Income tax benefit at combined statutory rates $ 1,092 26.2 % $ 10,557 26.2 % Adjustments resulting from: Unrealized investment gains not taxable — — 530 1.3 % Increase of valuation allowance ( 3,007 ) ( 72.1 %) — — Changes to tax reserves 892 21.4 % ( 307 ) ( 0.8 %) Withholding taxes resulting from management's decision to no longer indefinitely reinvest the historical earnings of certain foreign subsidiaries — — 1,206 3.0 % (Reduction) increase in tax benefits resulting from the vesting of share-based compensation ( 28 ) ( 0.7 %) 748 1.9 % Other non-deductible/non-taxable items ( 895 ) ( 21.5 %) ( 2,486 ) ( 6.2 %) Income tax (expense) benefit $ ( 1,946 ) ( 46.7 %) $ 10,248 25.4 % For the three months ended June 30, 2021, the Company recorded an additional $ 3.0 million valuation allowance against deferred tax assets in jurisdictions where management could not reliably forecast that future tax liabilities would arise, principally 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. For the six months ended June 30, 2021, the Company recorded income tax expense of $ 5.0 million (2020 — $ 5.3 million). For the six months ended June 30, 2021, the Company’s effective tax rate of ( 43.2 )% varies from the Canadian statutory tax rate of 26.2 % that was in effect during the period as follows: 30 Six Months Ended Six Months Ended June 30, 2021 June 30, 2020 (In thousands of U.S. Dollars, except rates) Amount Rate Amount Rate Income tax benefit at combined statutory rates $ 3,039 26.2 % $ 21,922 26.2 % Adjustments resulting from: Realized and unrealized investment gains (losses) not taxable 1,367 11.8 % ( 659 ) ( 0.8 %) Increase of valuation allowance ( 9,978 ) ( 86.0 %) — — Changes to tax reserves 1,449 12.5 % ( 4,797 ) ( 5.7 %) Withholding taxes resulting from management's decision to no longer indefinitely reinvest the historical earnings of certain foreign subsidiaries ( 547 ) ( 4.7 %) ( 18,475 ) ( 22.1 %) Increase in tax benefits resulting from the vesting of share-based compensation 713 6.1 % 71 0.1 % Other non-deductible/non-taxable items ( 1,057 ) ( 9.1 %) ( 3,319 ) ( 4.0 %) Income tax expense $ ( 5,014 ) ( 43.2 %) $ ( 5,257 ) ( 6.3 %) As of June 30, 2021, the Company’s Condensed Consolidated Balance Sheets include net deferred income tax assets of $ 18.7 million, net of a valuation allowance of $ 41.3 million (December 31, 2020 — $ 18.0 million, net of a valuation allowance of $ 28.8 million). The $ 12.5 million valuation allowance change recorded during the six months ended June 30, 2021 is reflected within Income Tax Expense in the Company’s Condensed Consolidated Statements of Operations ($ 10.0 million) and within Shareholder’s Equity on the Company’s Condensed Consolidated Balance Sheets ($ 2.5 million). 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. 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 Income (Loss) For the three and six months ended June 30, 2021 and 2020, the income tax (expense) benefit related to the following items in Other Comprehensive Income (Loss) are: Three Months Ended Six Months Ended June 30, June 30, (In thousands of U.S. Dollars) 2021 2020 2021 2020 Unrealized change in cash flow hedging instruments $ ( 80 ) $ ( 354 ) $ ( 157 ) $ 395 Realized change in cash flow hedging instruments 216 ( 88 ) 276 ( 182 ) Reclassification of unrealized change in ineffective cash flow hedging instruments 70 — 76 — Defined benefit and postretirement benefit plans ( 12 ) — ( 25 ) 40 $ 194 $ ( 442 ) $ 170 $ 253 12. Capital Stock (a) Share-Based Compensation For the three and six months ended June 30, 2021, share-based compensation expense totaled $ 6.8 million and $ 12.1 million, respectively (2020 — $ 6.5 million and $ 10.7 million, respectively) and is reflected in the following accounts in the Condensed Consolidated Statements of Operations: Three Months Ended Six Months Ended June 30, June 30, (In Thousands of U.S. Dollars) 2021 2020 2021 2020 Cost and expenses applicable to revenues $ 312 $ — $ 606 $ 400 Selling, general and administrative expenses 6,396 6,467 11,340 10,174 Research and development 87 — 156 85 $ 6,795 $ 6,467 $ 12,102 $ 10,659 31 There were no share-based compensation expenses allocated to Costs and Expense Applicable to Revenues or Research and Development in the three months ended June 30, 2020 due to the idling of the Company’s productive capacity and slowdown in business activities during the COVID-19 global pandemic. The following table summarizes the Company’s share-based compensation expense by each award type: Three Months Ended Six Months Ended June 30, June 30, (In Thousands of U.S. Dollars) 2021 2020 2021 2020 Stock Options $ 204 $ 503 $ 555 $ 1,016 Restricted Share Units 4,473 4,534 7,624 7,436 Performance Stock Units 972 467 1,986 746 IMAX China Stock Options 46 15 102 101 IMAX China Long Term Incentive Plan Restricted Share Units 985 909 1,617 1,313 IMAX China Long Term Incentive Plan Performance Stock Units 115 39 218 47 $ 6,795 $ 6,467 $ 12,102 $ 10,659 Included in the above table is an expense of $nil in the three and six months ended June 30, 2021 (2020 — $ 0.1 million and $ 0.1 million, respectively) 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 six months ended June 30, 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 ( 41,613 ) — 21.23 — Forfeited ( 86,587 ) ( 23,633 ) 22.51 22.35 Expired ( 903,038 ) ( 772,665 ) 28.31 27.03 Cancelled ( 10,917 ) ( 18,483 ) 27.20 27.97 Stock options outstanding, end of period 3,850,807 4,917,428 26.61 26.80 Stock options exercisable, end of period 3,600,160 4,313,890 26.92 27.32 Stock options are no longer granted under the Company’s previously approved SOP. Restricted Share Units (“RSU”) Summary The following table summarizes the activity in respect of RSUs issued under the IMAX LTIP for the six months ended June 30, 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 829,057 1,047,369 21.05 15.36 Vested and settled ( 568,714 ) ( 383,126 ) 19.10 21.58 Forfeited ( 220,195 ) ( 39,912 ) 19.66 20.29 RSUs outstanding, end of period 1,604,986 1,689,678 19.28 18.76 32 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 shares on the date of grant or the average closing price of the Company’s common shares for five days prior to the date of grant. The grant date fair value of PSUs with TSR targets is determined on the grant date using a Monte Carlo simulation, which is a valuation model that 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 share price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, market conditions as of the grant date, the Company’s expected share price volatility over the term of the awards, and other relevant data. The compensation expense is fixed on the date of grant based on the fair value of the PSUs granted. The amount and timing of compensation expense recognized for PSUs with EBITDA-based targets is dependent upon management's assessment of the likelihood of achieving these targets. If, as a result of management’s assessment, it is projected that a greater number of PSUs will vest than previously anticipated, a life-to-date adjustment to increase compensation expense is recorded in the period that such determination is made. Conversely, if, as a result of management’s assessment, it is projected that a lower number of PSUs will vest than previously anticipated, a life-to-date adjustment to decrease compensation expense is recorded in the period that such determination is made. The expense recognized in the six months ended June 30, 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 six months ended June 30, 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 309,574 369,260 20.77 15.67 Forfeited ( 54,634 ) ( 2,526 ) 16.08 14.84 PSUs outstanding, end of period 616,784 366,734 18.20 15.68 As of June 30, 2021, the maximum number of shares of common stock that may be issued with respect to PSUs outstanding is 1,079,372 , assuming full achievement of the EBITDA and TSR targets. (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. In the second quarter of 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. 33 The Company did no t repurchase any common shares during the three and six months ended June 30, 2021. During the three and six months ended June 30, 2020, the Company repurchased nil and 2,484,123 common shares, respectively, at an average price of $nil and $ 14.72 per share, respectively, excluding commissions. The total number of shares purchased during the three and six months ended June 30, 2020, does not include nil and 200,000 common shares, respectively, purchased in the administration of employee share-based compensation plans, at an average price of $nil and $ 15.43 per share, respectively. As of June 30, 2021, the IMAX LTIP trustee held 502 shares purchased for less than $ 0.1 million (December 31, 2020 — 723 shares for less than $ 0.1 million), in the open market to be issued upon the settlement of RSUs and certain stock options. The shares held with the trustee are recorded at cost and are reported as a reduction against Capital Stock on the Company’s Condensed Consolidated Balance Sheets. In 2021, 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 May 6, 2021 ( 34,835,824 shares). This program will be valid until the 2022 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any time. IMAX China did not repurchase any common shares during the three and six months ended June 30, 2021. During three and six months ended June 30, 2020, IMAX China repurchased 425,800 and 906,400 common shares, respectively, at an average price of HKD 11.63 and HKD 13.13 per share (U.S. $ 1.50 and $ 1.69 per share, respectively). (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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Issued and outstanding, beginning of period 59,358 58,787 58,921 61,176 Weighted average number of shares issued (repurchased), net 9 21 269 ( 1,563 ) Weighted average number of shares outstanding - basic 59,367 58,808 59,190 59,613 Weighted average effect of potential common shares, if dilutive — — — — Weighted average number of shares outstanding - diluted 59,367 58,808 59,190 59,613 For the three and six months ended June 30, 2021, the calculation of diluted weighted average shares outstanding excludes 6,239,713 shares (2020 — 6,973,840 shares) that are issuable upon the vesting or exercise of share-based compensation including: (i) 1,604,986 RSUs (2020 — 1,689,678 RSUs), (ii) 783,920 PSUs (2020 — 366,734 PSUs) and (iii) 3,850,807 stock options (2020 — 4,917,428 stock options), as the effect would be anti-dilutive. The calculation of diluted weighted average shares outstanding for the three and six months ended June 30, 2021 also excludes any shares potentially issuable upon the conversion of the Convertible Notes as the average market price of the Company’s common shares during the period of time they were outstanding was less than the conversion price of the Convertible Notes. (See Note 7(b).) 34 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 and six months ended June 30, 2021: Three Months Ended June 30, 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) $ 9,604 $ 691 $ 2,746 $ — $ 13,041 Joint Revenue Sharing Arrangements, fixed fees — — 1,002 — 1,002 Other Theater Business 475 — — — 475 Other sales (2) 652 3 — — 655 Sub-total 10,731 694 3,748 — 15,173 Image enhancement and maintenance services IMAX DMR — 11,793 — — 11,793 IMAX Maintenance 11,235 — — — 11,235 Film Post-Production 1,396 — — — 1,396 Film Distribution 1 193 — — 194 Other — 93 — — 93 Sub-total 12,632 12,079 — — 24,711 Technology rentals Joint Revenue Sharing Arrangements, contingent rent — — 7,862 — 7,862 Other — — 268 — 268 Sub-total — — 8,130 — 8,130 Finance income IMAX Systems — — — 2,941 2,941 Total $ 23,363 $ 12,773 $ 11,878 $ 2,941 $ 50,955 35 Six Months Ended June 30, 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) $ 10,442 $ 1,771 $ 4,122 $ — $ 16,335 Joint Revenue Sharing Arrangements, fixed fees — — 2,740 — 2,740 Other Theater Business 912 — — — 912 Other sales (2) 1,320 41 — — 1,361 Sub-total 12,674 1,812 6,862 — 21,348 Image enhancement and maintenance services IMAX DMR — 23,737 — — 23,737 IMAX Maintenance 20,141 — — — 20,141 Film Post-Production 1,987 — — — 1,987 Film Distribution 1 415 — — 416 Other — 45 — — 45 Sub-total 22,129 24,197 — — 46,326 Technology rentals Joint Revenue Sharing Arrangements, contingent rent — — 16,221 — 16,221 Other — — 268 — 268 Sub-total — — 16,489 — 16,489 Finance income IMAX Systems — — — 5,546 5,546 Total $ 34,803 $ 26,009 $ 23,351 $ 5,546 $ 89,709 (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. 36 The following tables summarize the Company’s revenues by type and reportable segment for the three and six months ended June 30, 2020: Three Months Ended June 30, 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)(2) $ 1,259 $ 765 $ 19 $ — $ 2,043 Joint Revenue Sharing Arrangements, fixed fees — — 369 — 369 Other Theater Business (3) ( 309 ) — — — ( 309 ) Other sales (4) 505 79 — — 584 Sub-total 1,455 844 388 — 2,687 Image enhancement and maintenance services IMAX DMR — 546 — — 546 IMAX Maintenance — — — — — Film Post-Production 738 — — — 738 Film Distribution 2,250 194 — — 2,444 Other — 71 — — 71 Sub-total 2,988 811 — — 3,799 Technology rentals Joint Revenue Sharing Arrangements, contingent rent (5) — — ( 137 ) — ( 137 ) Sub-total — — ( 137 ) — ( 137 ) Finance income IMAX Systems — — — 2,506 2,506 Total $ 4,443 $ 1,655 $ 251 $ 2,506 $ 8,855 Six Months Ended June 30, 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)(2) $ 2,355 $ 1,662 $ 1,166 $ — $ 5,183 Joint Revenue Sharing Arrangements, fixed fees — — 1,139 — 1,139 Other Theater Business 954 — — — 954 Other sales (4) 983 90 — — 1,073 Sub-total 4,292 1,752 2,305 — 8,349 Image enhancement and maintenance services IMAX DMR — 11,175 — — 11,175 IMAX Maintenance 7,370 — — — 7,370 Film Post-production 2,349 — — — 2,349 Film Distribution 2,250 1,077 — — 3,327 Other 299 — — 299 Sub-total 11,969 12,551 — — 24,520 Technology rentals Joint Revenue Sharing Arrangements, contingent rent — — 5,834 — 5,834 Sub-total — — 5,834 — 5,834 Finance income IMAX Systems — — — 5,054 5,054 Total $ 16,261 $ 14,303 $ 8,139 $ 5,054 $ 43,757 37 (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) Prior period comparatives have been revised to appropriately classify less than $ 0.1 million and $ 1.2 million, respectively, of fixed consideration under revenue from contracts with customers to revenue from lease arrangements for the three and six months ended June 30, 2020. (3) For the three months ended June 30, 2020, the Company reported negative revenue due to an adjustment to prior period revenue. (4) Other sales include revenues associated with New Business Initiatives. (5) For the three months ended June 30, 2020, the Company reported negative revenue due to the continued amortization of lessee incentives that are typically netted against lease revenues, which are abnormally low during the period due to the COVID-19 global pandemic. (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 June 30, 2021, $ 19.6 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 the Company’s revenues .) 38 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, provision for (reversal of) current expected credit losses, certain write-downs, interest income, interest expense and income tax (expense) benefit are not allocated to the Company’s segments. The Company has the following reportable segments: (i) 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. 39 The following table presents the Company’s revenue and gross margin (margin loss) by category and reportable segment for the three months ended June 30, 2021 and 2020: Revenue (1) Gross Margin (Margin Loss) (5) (In thousands of U.S. Dollars) 2021 2020 2021 2020 IMAX Technology Network IMAX DMR $ 11,793 $ 546 $ 6,861 $ ( 30 ) Joint Revenue Sharing Arrangements, contingent rent (2) 7,862 ( 137 ) 1,790 ( 6,501 ) 19,655 409 8,651 ( 6,531 ) IMAX Technology Sales and Maintenance IMAX Systems (3) 15,982 4,549 10,548 2,650 Joint Revenue Sharing Arrangements, fixed fees 1,002 369 347 48 IMAX Maintenance 11,235 — 5,075 ( 1,908 ) Other Theater Business (4) 483 ( 309 ) 142 ( 564 ) 28,702 4,609 16,112 226 New Business Initiatives 648 632 634 512 Film Distribution and Post-Production Film Distribution (6) 194 2,444 ( 54 ) ( 1,541 ) Post-Production 1,396 738 660 145 1,590 3,182 606 ( 1,396 ) Sub-total 50,595 8,832 26,003 ( 7,189 ) Other 360 23 ( 400 ) ( 499 ) Total $ 50,955 $ 8,855 $ 25,603 $ ( 7,688 ) The following table presents the Company’s revenue and gross margin (margin loss) by category and reportable segment for the six months ended June 30, 2021 and 2020: Revenue (1) Gross Margin (Margin Loss) (5) (In thousands of U.S. Dollars) 2021 2020 2021 2020 IMAX Technology Network IMAX DMR $ 23,737 $ 11,175 $ 15,112 $ 4,413 Joint Revenue Sharing Arrangements, contingent rent 16,221 5,834 3,673 ( 8,119 ) 39,958 17,009 18,785 ( 3,706 ) IMAX Technology Sales and Maintenance IMAX Systems (3) 21,881 10,237 13,560 5,826 Joint Revenue Sharing Arrangements, fixed fees 2,740 1,139 503 227 IMAX Maintenance 20,141 7,370 8,898 ( 1,149 ) Other Theater Business (4) 920 954 205 46 45,682 19,700 23,166 4,950 New Business Initiatives 1,316 1,110 1,092 873 Film Distribution and Post-Production Film Distribution (6) 416 3,327 ( 315 ) ( 3,699 ) Post-Production 1,987 2,349 896 368 2,403 5,676 581 ( 3,331 ) Sub-total 89,359 43,495 43,624 ( 1,214 ) Other 350 262 ( 740 ) ( 1,388 ) Total $ 89,709 $ 43,757 $ 42,884 $ ( 2,602 ) ( 1 ) The Company’s largest customer represents 19.8 % and 24.7 %, respectively, of total Revenues for the three and six months ended June 30, 2021 (2020 — 13.8 % and 11.5 %, respectively). No single customer comprises more than 10% of the Company’s total Accounts Receivable as of June 30, 2021 and December 31, 2020. 40 ( 2 ) For the three months ended June 30, 2020, the Company reported negative revenue due to the continued amortization of lessee incentives that are typically netted against lease revenue, which are abnormally low during the period due to the COVID-19 global pandemic. (3) 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. ( 4 ) Principally includes after-market sales of IMAX projection system parts and 3D glasses. The Company is reporting negative revenue for the three months ended June 30, 2020 due to an adjustment to prior period revenue. ( 5 ) IMAX DMR gross margin includes marketing costs of $ 1.5 million and $ 2.6 million, respectively, for the three and six months ended June 30, 2021 (2020 — $nil and $ 2.4 million, respectively). JRSA gross margin includes advertising, marketing and commission expense of $ 0.3 million and $ 1.1 million, respectively, for the three and six months ended June 30, 2021 (2020 — less than $ 0.1 million and $ 0.6 million, respectively). IMAX Systems gross margin includes marketing and commission costs of $ 0.4 million and $ 0.6 million, respectively, for the three and six months ended June 30, 2021 (2020 — $ 0.2 million and $ 0.4 million, respectively). Film Distribution segment gross margin includes a marketing expense of $nil and less than $ 0.1 million, respectively, for the three and six months ended June 30, 2021 (2020 — less than $ 0.1 million and $ 0.2 million, respectively). ( 6 ) During the three and six months ended June 30, 2020, Film Distribution segment results include impairment losses of $ 2.2 million and $ 4.5 million, respectively, 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 and six months ended June 30, 2021 . 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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue Greater China $ 27,913 $ 1,393 $ 53,431 $ 6,662 United States 14,107 3,812 17,806 16,777 Asia (excluding China) 3,610 1,868 7,912 7,728 Western Europe 2,157 631 3,526 5,188 Russia & the CIS 1,338 658 3,224 2,224 Latin America 345 108 398 1,635 Canada 90 12 ( 463 ) 943 Rest of the World 1,395 373 3,875 2,600 Total $ 50,955 $ 8,855 $ 89,709 $ 43,757 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 and six months ended June 30, 2021. 41 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 June 30, 2021 and December 31, 2020, the Company’s projected benefit obligation and unfunded status related to the SERP are as follows: June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Projected benefit obligation: Obligation, beginning of period $ 20,116 $ 18,840 Interest cost 36 379 Actuarial gain — 897 Obligation, end of period and unfunded status (1) $ 20,152 $ 20,116 (1) The accumulated benefit obligation for the SERP was $ 20.2 million at June 30, 2021 (December 31, 2020 — $ 20.1 million). For the three and six months ended June 30, 2021, the Company recorded interest costs of less than $ 0.1 million (2020 — $ 0.1 million and $ 0.2 million, respectively) related to the SERP. The Company expects to recognize additional interest costs of less than $ 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 and six months ended June 30, 2021, the Company contributed and recorded expense of $ 0.3 million and $ 0.6 million, respectively (2020 — $ 0.2 million and $ 0.5 million, respectively ) to its Canadian defined contribution plan and $ 0.1 million and $ 0.3 million, respectively (2020 — $ 0.1 million and $ 0.4 million, respectively ) 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, former 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 June 30, 2021, the Company’s postretirement benefits obligation under this plan is $ 0.7 million (December 31, 2020 — $ 0.7 million). For the three and six months ended June 30, 2021, the Company has recorded an expense of less than $ 0.1 million (2020 — less than $ 0.1 million) related to this plan. Mr. Wechsler retired from the Company’s Board of Directors on June 9, 2021. 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 June 30, 2021, the Company’s postretirement benefits obligation under this plan is $ 1.9 million (December 31, 2020 — $ 1.9 million). For the three and six months ended June 30, 2021, the Company has recorded expense of less than $ 0.1 million (2020 — less than $ 0.1 million) related to this plan. 42 (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 June 30, 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 June 30, 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). 16. 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 $ 214.1 million balance of cash and cash equivalents as of June 30, 2021 includes $ 118.5 million in cash held outside of Canada (December 31, 2020 — $ 89.9 million), of which $ 94.2 million was held in the People’s Republic of China (the “PRC”) (December 31, 2020 — $ 77.2 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 June 30, 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) $ 214,125 $ 214,125 $ 317,379 $ 317,379 Equity securities (2) 1,089 1,089 13,633 13,633 Level 2 Net financed sales receivables (3) $ 111,030 $ 111,078 $ 112,396 $ 112,603 Net investment in sales-type leases (3) 22,191 22,120 19,414 19,373 Equity securities (1) 1,000 1,000 1,000 1,000 COLI (4) 3,214 3,214 3,155 3,155 Foreign exchange contracts — designated forwards (3) 891 891 1,635 1,635 Foreign exchange contracts — non-designated forwards (3) 369 369 344 344 Working Capital Facility borrowings (1) ( 11,017 ) ( 11,017 ) ( 7,643 ) ( 7,643 ) Credit Facility borrowings (1) — — ( 300,000 ) ( 300,000 ) Convertible Notes (5) ( 230,000 ) ( 239,117 ) — — (1) Recorded at cost, which approximates fair value. (2) Fair value is determined using quoted prices in active markets . 43 ( 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 . The Company did not have any material amounts of Level 3 assets or liabilities as of June 30, 2021 and December 31, 2020. (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 RMB and Japanese Yen, respectively. Net cash flows are converted to and from U.S. Dollars through the spot market. The Company also has cash receipts under leases denominated in RMB, Japanese Yen, Canadian Dollars and Euros which are converted to U.S. Dollars through the spot market. In addition, because IMAX films generate box office in 85 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 June 30, 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 : June 30, December 31, (In thousands of U.S. Dollars) 2021 2020 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards $ 10,240 $ 26,358 Derivatives not designated as hedging instruments: Foreign exchange contracts — Forwards 3,502 5,552 $ 13,742 $ 31,910 44 Fair value of derivatives in foreign exchange contracts : June 30, December 31, (In thousands of U.S. Dollars) Balance Sheet Location 2021 2020 Derivatives designated as hedging instruments: Foreign exchange contracts — Forwards Other assets $ 891 $ 1,635 Derivatives not designated as hedging instruments: Foreign exchange contracts — Forwards Other assets 369 344 $ 1,260 $ 1,979 Derivatives in foreign currency hedging relationships are as follows : Three Months Ended June 30, Six Months Ended June 30, (In thousands of U.S. Dollars) 2021 2020 2021 2020 Foreign exchange contracts Derivative Gain (Loss) — Forwards Recognized in OCI (Effective Portion) $ 305 $ 1,334 $ 600 $ ( 1,526 ) Location of Derivative Gain (Loss) Reclassified from AOCI Three Months Ended June 30, Six months ended June 30, (In thousands of U.S. Dollars) (Effective Portion) 2021 2020 2021 2020 Foreign exchange contracts Selling, general and — Forwards administrative expenses $ 824 $ ( 328 ) $ 1,055 ( 669 ) Inventory — ( 9 ) $ — ( 26 ) $ 824 $ ( 337 ) $ 1,055 $ ( 695 ) Three Months Ended June 30, Six months ended June 30, (In thousands of U.S. Dollars) 2021 2020 2021 2020 Foreign exchange contracts Derivative Loss Recognized In — Forwards and Out of OCI $ — $ — $ — $ ( 88 ) Non-designated derivatives in foreign currency relationships are as follows : Three Months Ended June 30, Six months ended June 30, (In thousands of U.S. Dollars) Location of Derivative Gain 2021 2020 2021 2020 Foreign exchange contracts Selling, general and — Forwards administrative expenses $ 369 $ 27 $ 391 $ 27 $ 369 $ 27 $ 391 $ 27 The Company's estimated net amount of the existing gains as of June 30, 2021 is $ 0.9 million, which is expected to be reclassified to earnings within the next twelve months. (d) Investments in Equity Securities As of June 30, 2021, the Condensed Consolidated Balance Sheets includes $ 1.1 million (December 31, 2020 — $ 13.6 million) of investments in equity securities. 45 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 and six months ended June 30, 2020, the fair value of the Company’s investment in Maoyan experienced an unrealized gain of $ 2.0 million and loss of $ 2.5 million, respectively. 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. As of June 30, 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 June 30, 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 June 30, 2021, the balance of the Company’s non-controlling interest in IMAX China is $ 84.1 million. For the three and six months ended June 30, 2021, the net income attributable to the non-controlling interest in IMAX China is $ 3.1 million and $ 7.4 million, respectively (2020 — net loss of $( 2.8 ) million and $( 12.5 ) million, respectively). (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 June 30, 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 six months ended June 30, 2021: Balance of at December 31, 2020 $ 759 Net income 7 Balance as of June 30, 2021 $ 766 46