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 April 2, 2005
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 (the Act) 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 May 2, 2005 was 118,121,882.
FORM 10-Q
Index
| PART I. FINANCIAL INFORMATION | ||
| Page 2 | ||
| Statements of Income for the Quarters Ended April 2, 2005 and April 3, 2004 |
Page 3 | |
| Statements of Cash Flows for the Quarters Ended April 2, 2005 and April 3, 2004 |
Page 4 | |
| Page 5 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
Page 12 | |
| Page 21 | ||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
Page 35 | |
| Item 4. Controls and Procedures |
Page 36 | |
| PART II. OTHER INFORMATION | ||
| Item 1. Legal Proceedings |
Page 36 | |
| Item 6. Exhibits |
Page 36 | |
| Page 37 | ||
| Page 38 | ||
| EXHIBIT 3.1 |
||
| EXHIBIT 10.1 |
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| EXHIBIT 31.1 |
||
| EXHIBIT 31.2 |
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| EXHIBIT 32.1 |
1
PART I FINANCIAL INFORMATION
BALANCE SHEETS
(Unaudited, in thousands, except share data)
| April 2, 2005 |
January 1, 2005 |
|||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
$ | 61,372 | $ | 28,661 | ||||
| Investments |
814,691 | 826,123 | ||||||
| Trade accounts receivable, net of allowance for doutbtful accounts of $177 as of April 2, 2005 and January 1, 2005 |
3,388 | 5,581 | ||||||
| Receivable from Disney, net of reserve for returns and allowance for doubtful accounts of $7,511 and $3,479 as of April 2, 2005 and January 1, 2005, respectively |
179,495 | 68,074 | ||||||
| Other receivables |
9,872 | 8,307 | ||||||
| Prepaid expenses and other assets |
3,627 | 2,227 | ||||||
| Deferred income taxes |
81,115 | 70,424 | ||||||
| Property and equipment, net |
124,445 | 125,602 | ||||||
| Capitalized film production costs, net |
132,379 | 140,038 | ||||||
| Total assets |
$ | 1,410,384 | $ | 1,275,037 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Accounts payable |
$ | 1,629 | $ | 5,392 | ||||
| Income taxes payable |
52,946 | 14,077 | ||||||
| Other accrued liabilities |
16,583 | 26,971 | ||||||
| Unearned revenue |
8,840 | 8,502 | ||||||
| Total liabilities |
79,998 | 54,942 | ||||||
| Commitments and contingencies |
||||||||
| Shareholders equity: |
||||||||
| Preferred stock; no par value; 5,000,000 shares authorized, no shares issued and outstanding |
| | ||||||
| Common stock; no par value; 200,000,000 shares authorized; 118,009,664 and 116,852,504 shares issued and outstanding as of April 2, 2005 and January 1, 2005, respectively |
717,093 | 687,387 | ||||||
| Accumulated other comprehensive loss |
(3,513 | ) | (2,211 | ) | ||||
| Retained earnings |
616,806 | 534,919 | ||||||
| Total shareholders equity |
1,330,386 | 1,220,095 | ||||||
| Total liabilities and shareholders equity |
$ | 1,410,384 | $ | 1,275,037 | ||||
See accompanying notes to financial statements.
2
STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
| Quarter Ended | ||||||
| April 2, 2005 |
April 3, 2004 | |||||
| Revenue: |
||||||
| Film |
$ | 157,912 | $ | 51,092 | ||
| Software |
3,332 | 2,732 | ||||
| Total revenue |
161,244 | 53,824 | ||||
| Cost of revenue |
27,457 | 5,904 | ||||
| Gross profit |
133,787 | 47,920 | ||||
| Operating expenses: |
||||||
| Research and development |
2,824 | 3,398 | ||||
| Sales and marketing |
762 | 372 | ||||
| General and administrative |
4,375 | 3,076 | ||||
| Total operating expenses |
7,961 | 6,846 | ||||
| Income from operations |
125,826 | 41,074 | ||||
| Interest income and other |
4,776 | 2,896 | ||||
| Income before income taxes |
130,602 | 43,970 | ||||
| Income tax expense |
48,715 | 17,228 | ||||
| Net income |
$ | 81,887 | $ | 26,742 | ||
| Basic net income per share |
$ | 0.70 | $ | 0.24 | ||
| Shares used in computing basic net income per share |
117,328 | 111,582 | ||||
| Diluted net income per share |
$ | 0.67 | $ | 0.23 | ||
| Shares used in computing diluted net income per share |
122,464 | 117,214 | ||||
See accompanying notes to financial statements.
3
STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Quarter Ended |
||||||||
| April 2, 2005 |
April 3, 2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 81,887 | $ | 26,742 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
2,467 | 1,764 | ||||||
| Capitalized film production costs |
(18,873 | ) | (14,137 | ) | ||||
| Amortization of capitalized film production costs |
26,842 | 5,812 | ||||||
| Provision for return reserves and allowance for doubtful accounts, net |
4,032 | 26,204 | ||||||
| Income from warrant received in connection with license agreement |
(843 | ) | | |||||
| Warrants adjustment to fair value |
(75 | ) | | |||||
| Loss (gain) on sales of investments |
191 | (648 | ) | |||||
| Tax benefit from stock option exercises |
12,627 | 10,955 | ||||||
| Deferred income taxes |
(9,852 | ) | | |||||
| Changes in operating assets and liabilities: |
||||||||
| Trade accounts receivable |
2,193 | 685 | ||||||
| Receivable from Disney |
(115,453 | ) | (26,443 | ) | ||||
| Other receivables |
(1,565 | ) | 1,061 | |||||
| Prepaid expenses and other assets |
(59 | ) | (1,302 | ) | ||||
| Accounts payable |
(3,763 | ) | 507 | |||||
| Other accrued liabilities |
(10,388 | ) | (1,328 | ) | ||||
| Income taxes payable |
38,869 | (26,016 | ) | |||||
| Unearned revenue |
(85 | ) | (2,152 | ) | ||||
| Net cash provided by operating activities |
8,152 | 1,704 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(1,782 | ) | (1,899 | ) | ||||
| Proceeds from sales of property and equipment |
162 | | ||||||
| Proceeds from sales of investments |
134,963 | 315,658 | ||||||
| Purchases of investments |
(125,863 | ) | (331,533 | ) | ||||
| Net cash provided by (used in) investing activities |
7,480 | (17,774 | ) | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from exercised stock options |
17,079 | 20,148 | ||||||
| Net cash provided by financing activities |
17,079 | 20,148 | ||||||
| Net increase in cash and cash equivalents |
32,711 | 4,078 | ||||||
| Cash and cash equivalents at beginning of period |
28,661 | 48,320 | ||||||
| Cash and cash equivalents at end of period |
$ | 61,372 | $ | 52,398 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid during the period for income taxes |
$ | 6,200 | $ | 33,875 | ||||
| Supplemental disclosure of non-cash investing and financing activities: |
||||||||
| Warrant received in connection with license agreement |
$ | 1,266 | $ | | ||||
| Loss on equipment disposals capitalized as film production costs |
$ | (310 | ) | $ | | |||
| Unrealized loss on investments, net of tax benefits |
$ | (1,302 | ) | $ | (376 | ) | ||
See accompanying notes to financial statements.
4
NOTES TO FINANCIAL STATEMENTS
(1) Organization and Basis of Presentation
The Company
Pixar was formed in 1986 when Steve Jobs purchased the computer division of Lucasfilm and incorporated it as a separate company. Pixar (or the Company) is a leading digital animation studio with the creative, technical and production capabilities to create animated feature films and related products. The Companys objective is to create, develop and produce computer-animated feature films with heartwarming stories and memorable characters that appeal to audiences of all ages. Through the creation of entertaining, enduring and successful films, the Company seeks to maintain its position as a leading brand in animated feature films.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited 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 for the periods presented. These financial statements should be read in conjunction with the audited financial statements as of January 1, 2005, and for each of the years in the three-year period ended January 1, 2005, including notes thereto. These audited financial statements are included in Pixars Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2005.
On March 23, 2005, Pixar announced that its Board of Directors had approved a two-for-one stock split of the Companys common stock and a proportional increase in the number of Pixar common shares authorized from 100 million to 200 million. Shareholders of record at the close of trading on April 4, 2005 were entitled to receive one additional share of Pixar common stock for every outstanding share held on such date. The additional shares were distributed on April 18, 2005, and reporting of the Companys share price on a split-adjusted basis commenced on April 19, 2005. All issued and outstanding share and per share amounts and stock prices related to Pixars common stock in the accompanying unaudited financial statements and notes thereto have been restated to reflect the stock split for all periods presented.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs and estimates of product sales that will be returned and the amount of receivables that ultimately will be collected. Actual results could differ from those estimates.
The results of operations for the quarter ended April 2, 2005 are not necessarily indicative of the results expected for the current year or any other period.
Certain amounts reported in previous periods balance sheet and statement of cash flows have been reclassified to conform to the 2005 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 2005 will end on December 31, 2005, and will consist of 52 weeks.
5
(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 |
||||||||
| April 2, 2005 |
April 3, 2004 |
|||||||
| Net income: |
||||||||
| As reported |
$ | 81,887 | $ | 26,742 | ||||
| Fair value-based compensation cost, net of taxes |
(9,570 | ) | (4,510 | ) | ||||
| Pro forma net income |
$ | 72,317 | $ | 22,232 | ||||
| Basic net income per share: |
||||||||
| As reported |
$ | 0.70 | $ | 0.24 | ||||
| Pro forma |
$ | 0.62 | $ | 0.20 | ||||
| Diluted net income per share: |
||||||||
| As reported |
$ | 0.67 | $ | 0.23 | ||||
| Pro forma |
$ | 0.60 | $ | 0.19 | ||||
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 $17.17 and $13.23 for the quarters ended April 2, 2005 and April 3, 2004, respectively. Values were estimated using zero dividend yield for all years; expected volatility of 36% and 42% for the quarters ended April 2, 2005 and April 3, 2004, respectively; risk-free interest rates of 4.02% and 3.09% for the quarters ended April 2, 2005 and April 3, 2004, respectively; and weighted-average expected lives 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 quarters ended April 2, 2005 and April 3, 2004, options to purchase approximately 109,000 shares and 748,000 shares, respectively, of common stock were not included in the computation of diluted net income per share because the options exercise price was greater than the average market price of the common shares.
The reconciliation of basic and diluted net income per share is as follows (in thousands, except per share amounts):
| Quarter Ended | ||||||||||||||||
| April 2, 2005 |
April 3, 2004 | |||||||||||||||
| Net Income |
Shares |
Net Income per Share |
Net Income |
Shares |
Net Income per Share | |||||||||||
| Basic net income per share |
$ | 81,887 | 117,328 | $ | 0.70 | $ | 26,742 | |||||||||