UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| (Mark One) | ||
| [X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended June 28, 2003. | ||
| Or | ||
| [ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the transition period from __________ to __________ | ||
Commission File Number: 0-26976
Pixar
(Exact name of registrant as specified in its charter)
| California | 68-0086179 | |
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1200 Park Avenue, Emeryville, California | 94608 | |
| (Address of principal executive offices) | (Zip code) |
(510) 752-3000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [X] No [ ].
The number of shares outstanding of the registrants Common Stock as of August 5, 2003 was 54,559,606.
Pixar
FORM 10-Q
Index
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements: |
Page 1 | ||||
Balance Sheets as of June 28, 2003 and December 28, 2002 (unaudited) |
Page 1 | ||||
Statements
of Income for the Quarter and Six Months Ended June 28, 2003 and June 29, 2002 (unaudited) |
Page 2 | ||||
Statements of Cash Flows for the Six Months Ended June 28, 2003 and June 29, 2002 (unaudited) |
Page 3 | ||||
Notes to Financial Statements (unaudited) |
Page 4 | ||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 8 | ||||
Risk Factors |
Page 16 | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
Page 28 | ||||
Item 4. Controls and Procedures |
Page 28 | ||||
PART II. OTHER INFORMATION |
|||||
Item 1. Legal Proceedings |
Page 29 | ||||
Item 6. Exhibits and Reports on Form 8-K |
Page 29 | ||||
SIGNATURE |
Page 30 | ||||
EXHIBIT INDEX |
Page 31 | ||||
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
PIXAR
BALANCE SHEETS
| June 28, | December 28, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited, In thousands, | ||||||||||
| except share data) | ||||||||||
ASSETS |
||||||||||
Cash and cash equivalents |
$ | 59,591 | $ | 44,431 | ||||||
Investments |
442,925 | 294,652 | ||||||||
Trade receivables, net |
695 | 1,178 | ||||||||
Receivable from Disney |
46,137 | 129,339 | ||||||||
Other receivables |
5,159 | 6,394 | ||||||||
Prepaid expenses and other assets |
11,234 | 13,826 | ||||||||
Deferred income taxes |
33,239 | 32,719 | ||||||||
Property and equipment, net |
116,584 | 117,423 | ||||||||
Capitalized film production costs |
110,436 | 92,104 | ||||||||
Total assets |
$ | 826,000 | $ | 732,066 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
Accounts payable |
$ | 1,877 | $ | 2,341 | ||||||
Accrued liabilities |
28,568 | 9,322 | ||||||||
Unearned revenue |
10,746 | 7,341 | ||||||||
Total liabilities |
41,191 | 19,004 | ||||||||
Shareholders equity: |
||||||||||
Preferred stock; no par value; 5,000,000 shares authorized; no shares issued or outstanding |
| | ||||||||
Common stock; no par value; 100,000,000 shares authorized; 54,135,552 and 52,894,466
issued and outstanding as of June 28, 2003 and December 28, 2002, respectively |
487,318 | 442,477 | ||||||||
Accumulated other comprehensive income |
1,360 | 2,156 | ||||||||
Retained earnings |
296,131 | 268,429 | ||||||||
Total shareholders equity |
784,809 | 713,062 | ||||||||
Total liabilities and shareholders equity |
$ | 826,000 | $ | 732,066 | ||||||
See accompanying notes to financial statements.
1
PIXAR
STATEMENTS OF INCOME
| Quarter Ended | Six Months Ended | ||||||||||||||||||
| June 28, | June 29, | June 28, | June 29, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
| (Unaudited, In thousands, except per share data) | |||||||||||||||||||
Revenue: |
|||||||||||||||||||
Film |
$ | 45,182 | $ | 19,348 | $ | 61,557 | $ | 55,236 | |||||||||||
Software |
3,694 | 3,463 | 5,976 | 4,648 | |||||||||||||||
Total revenue |
48,876 | 22,811 | 67,533 | 59,884 | |||||||||||||||
Cost of revenue: |
|||||||||||||||||||
Film |
7,800 | 3,570 | 10,730 | 11,927 | |||||||||||||||
Software |
5 | 136 | 25 | 272 | |||||||||||||||
Total cost of revenue |
7,805 | 3,706 | 10,755 | 12,199 | |||||||||||||||
Gross profit |
41,071 | 19,105 | 56,778 | 47,685 | |||||||||||||||
Operating expenses: |
|||||||||||||||||||
Research and development |
6,599 | 2,229 | 8,920 | 4,584 | |||||||||||||||
Sales and marketing |
578 | 203 | 966 | 454 | |||||||||||||||
General and administrative |
4,624 | 1,761 | 7,009 | 4,008 | |||||||||||||||
Total operating expenses |
11,801 | 4,193 | 16,895 | 9,046 | |||||||||||||||
Income from operations |
29,270 | 14,912 | 39,883 | 38,639 | |||||||||||||||
Other income |
3,001 | 2,620 | 5,905 | 5,102 | |||||||||||||||
Income before income taxes |
32,271 | 17,532 | 45,788 | 43,741 | |||||||||||||||
Income tax expense |
12,747 | 7,090 | 18,086 | 17,689 | |||||||||||||||
Net income |
$ | 19,524 | $ | 10,442 | $ | 27,702 | $ | 26,052 | |||||||||||
Basic net income per share |
$ | 0.36 | $ | 0.21 | $ | 0.52 | $ | 0.52 | |||||||||||
Shares used in computing basic net income per share |
53,685 | 49,758 | 53,365 | 49,679 | |||||||||||||||
Diluted net income per share |
$ | 0.34 | $ | 0.20 | $ | 0.49 | $ | 0.50 | |||||||||||
Shares used in computing diluted net income per share |
56,788 | 52,536 | 56,476 | 52,102 | |||||||||||||||
See accompanying notes to financial statements.
2
PIXAR
STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||||||
| June 28, | June 29, | |||||||||||
| 2003 | 2002 | |||||||||||
| (Unaudited, In thousands) | ||||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 27,702 | $ | 26,052 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
3,927 | 4,102 | ||||||||||
Capitalized film production costs |
(28,645 | ) | (22,571 | ) | ||||||||
Amortization of capitalized film production costs |
10,313 | 10,696 | ||||||||||
Tax benefit from stock option exercises |
16,687 | 5,380 | ||||||||||
Deferred income tax |
(520 | ) | | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade and other receivables, net |
1,718 | 476 | ||||||||||
Receivable from Disney |
83,202 | (10,790 | ) | |||||||||
Prepaid expenses and other assets |
2,592 | (11,809 | ) | |||||||||
Accounts payable |
(464 | ) | (4,684 | ) | ||||||||
Income taxes payable |
| 1,659 | ||||||||||
Accrued liabilities |
19,246 | 443 | ||||||||||
Unearned revenue |
3,405 | 4,565 | ||||||||||
Net cash provided by operating activities |
139,163 | 3,519 | ||||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment |
(3,088 | ) | (860 | ) | ||||||||
Proceeds from sale of property and equipment |
| 55 | ||||||||||
Proceeds from sale of securities |
112,780 | 54,491 | ||||||||||
Investments in securities |
(261,849 | ) | (81,798 | ) | ||||||||
Net cash used in investing activities |
(152,157 | ) | (28,112 | ) | ||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from exercised stock options |
28,154 | 12,989 | ||||||||||
Net cash provided by financing activities |
28,154 | 12,989 | ||||||||||
Net increase (decrease) in cash and cash equivalents |
15,160 | (11,604 | ) | |||||||||
Cash and cash equivalents at beginning of period |
44,431 | 56,289 | ||||||||||
Cash and cash equivalents at end of period |
$ | 59,591 | $ | 44,685 | ||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid during the period for income taxes |
$ | | $ | 23,450 | ||||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||
Loss on equipment disposals capitalized as film production costs |
$ | | $ | 770 | ||||||||
Unrealized loss on investments, net of taxes |
$ | (796 | ) | $ | | |||||||
See accompanying notes to financial statements.
3
PIXAR
NOTES TO FINANCIAL STATEMENTS
(1) Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the financial condition, results of operations, and cash flows of Pixar (or the Company) for the periods presented. These financial statements should be read in conjunction with the audited financial statements as of December 28, 2002 and for each of the years in the three-year period ended December 28, 2002, including notes thereto, which is included in Pixars Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2003.
The results of operations for the three and six month periods ended June 28, 2003 are not necessarily indicative of the results expected for the current year or any other period.
Certain amounts reported in previous periods have been reclassified to conform to the 2003 financial statement presentation.
(2) Fiscal Year
Pixar operates on a 52- or 53-week fiscal year, whereby the year ends on the Saturday nearest December 31. Fiscal year 2003 will end on January 3, 2004 and will consist of 53 weeks.
(3) Stock Option Accounting
The Company has elected to continue using the intrinsic-value method of accounting for stock-based compensation plans in accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company has adopted those provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, which require disclosure of the pro forma effects on net income and net income per share as if compensation cost had been recognized based upon the fair value-based method at the date of grant of options awarded.
The following table reflects pro forma net income and net income per share had the Company elected to adopt the fair value-based method (in thousands, except per share data):
| Quarter Ended | Six Months Ended | |||||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Net income: |
||||||||||||||||||
As reported |
$ | 19,524 | $ | 10,442 | $ | 27,702 | $ | 26,052 | ||||||||||
Fair value-based compensation cost, net of taxes |
(3,630 | ) | (2,007 | ) | (5,243 | ) | (4,667 | ) | ||||||||||
Pro forma net income |
$ | 15,894 | $ | 8,435 | $ | 22,459 | $ | 21,385 | ||||||||||
Basic net income per share: |
||||||||||||||||||
As reported |
$ | 0.36 | $ | 0.21 | $ | 0.52 | $ | 0.52 | ||||||||||
Pro forma |
$ | 0.30 | $ | 0.17 | $ | 0.42 | $ | 0.43 | ||||||||||
Diluted net income per share: |
||||||||||||||||||
As reported |
$ | 0.34 | $ | 0.20 | $ | 0.49 | $ | 0.50 | ||||||||||
Pro forma |
$ | 0.29 | $ | 0.17 | $ | 0.41 | $ | 0.43 | ||||||||||
4
These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years. The pro forma amounts assume that the Company had been following the fair value-based method since the beginning of 1996.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average fair value of options granted was $24.70 and $23.95 for the three and six months ended June 28, 2003, respectively, and $18.61 and $16.67 for the three and six months ended June 29, 2002, respectively. Values were estimated using zero dividend yield for all years; expected volatility of 50% and 51% for the three and six months ended June 28, 2003, respectively, and 52% for the corresponding prior year periods; risk-free interest rates of 2.55% and 2.81% for the three and six months ended June 28, 2003, respectively, and 4.55% and 4.44%, respectively, for the corresponding prior year periods; and weighted-average expected lives for all periods of 5.0 years.
(4) Net Income per Share
Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and dilutive potential common shares outstanding during the period, using the treasury stock method for options. Of the outstanding options to purchase shares of common stock, for the three and six months ended June 28, 2003, options to purchase approximately 59,000 shares and 56,000 shares, respectively, of common stock were not included in the computation of diluted earnings per share because the options exercise price was greater than the average market price of the common shares. Options to purchase approximately 325,000 shares and 765,000 shares, respectively, of common stock were excluded for the three and six month periods ended June 29, 2002.
The reconciliation of basic and diluted net income per share is as follows (in thousands, except per share amounts):
| Quarter Ended | |||||||||||||||||||||||||
| June 28, 2003 | June 29, 2002 | ||||||||||||||||||||||||
| Net Income |
Shares | Net
Income per Share |
Net Income |
Shares | Net
Income per Share |
||||||||||||||||||||
Basic net income per share |
$ | 19,524 | 53,685 | $ | 0.36 | $ | 10,442 | 49,758 | $ | 0.21 | |||||||||||||||
Effect of dilutive shares: |
|||||||||||||||||||||||||
Options |
| 3,103 | | 2,778 | |||||||||||||||||||||
Diluted net income per share |
$ | 19,524 | 56,788 | $ | 0.34 | $ | 10,442 | 52,536 | $ | 0.20 | |||||||||||||||
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