Case Study Report:
案例研究報告:
Disney Pixar Merger, More Than a Merger
迪士尼皮克斯合併,不僅僅是合併
A historic date, January 24, 2006, Disney announced its plan to acquire Pixar for a staggering $7.4 billion, in an all-stock deal. Disney’s purchase of the maker of the blockbuster films “Toy Story” and “Finding Nemo” would make Jobs Disney’s largest shareholder. Jobs, who owns more than half of Pixar’s shares and also heads Apple Computer Inc., will become a Disney director.
2006年1月24日,迪士尼宣布計劃以驚人的74億美元以全股票交易方式收購皮克斯。迪士尼收購了大片《玩具總動員》和《海底總動員》的製作方,這將使賈伯斯成為迪士尼的最大股東。賈伯斯擁有皮克斯一半以上的股份,同時也是蘋果電腦公司的負責人,他將成為迪士尼的董事。
Background
背景
Disney was the absolute king of cartoons and then the animation world by producing splendid features like Snow white and the seven dwarfs, Cinderella, Allice in wonderland, and so on.
迪士尼是卡通片的絕對之王,然後是動畫界,製作了白雪公主和七個小矮人、灰姑娘、愛麗絲夢遊仙境等精彩故事片。
However, the rise of Pixar as a game changer with 3D animation services and advanced rendering software made a serious warning to Disney’s empire. in 1991 Disney changed its hostile and competitive strategy into a more hospitable approach and made a historic deal with Pixar where $26 million was passed to the company.
然而,皮克斯憑藉 3D 動畫服務和 高級渲染軟體成為遊戲規則改變者的 崛起,對迪士尼帝國發出了嚴重警告。1991年,迪士尼將其敵對和競爭戰略轉變為更友好的方式,並與皮克斯達成了一項歷史易,將 2600 萬美元轉給了該公司。
With the unexpected success of Toy Story as the world’s first 3D feature film, Pixar literally surpassed all competitors.
隨著《玩具總動員》作為世界上第一部 3D 故事片的意外成功,皮克斯實際上超越了所有競爭對手。
when Bob Iger; CEO of Disney convinced Steve Jobs ,then he received $7.4 billion of Disney’s shares (Steve Jobs, beneficially owned approximately 51% of Pixar’s outstanding Common Stock as of May 2, 2005.)
當鮑勃·艾格 (Bob Iger);迪士尼首席執行官說服了史蒂夫賈伯斯,然後 他獲得了74億美元的迪士尼股票(截至2005年5月2日,史蒂夫賈伯斯實益擁有皮克斯約51%的已發行普通股。)
Back to 2005
回到 2005 年
Disney’ CFO evaluated the Financial report of Pixar to provide insight information for CEO. If you are CFO, what kind of the financial ratios would you be provided and how you calculate the value of Pixar at April 2th,2005.
Disney 的 CFO 評估了 Pixar 的財務報告,為 CEO 提供了洞察資訊。如果你是首席財務官, 你會 得到什麼樣的財務比率,你如何計算皮克斯在 2005 年 4 月 2 日的價值。
PIXAR
皮克斯
BALANCE SHEETS
資產負債表
(Unaudited, in thousands, except share data)
(未經審計,以千計,共享數據除外)
|
| April 2, 2005 |
|
| January 1, |
| ||
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.
見財務報表附注。
PIXAR
皮克斯
STATEMENTS OF INCOME
收入報表
(Unaudited, in thousands, except per share data)
(未經審計,以千計,每股數據除外)
|
| Quarter Ended | ||||
|
| April 2, |
| April 3, | ||
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.
見財務報表附注。
PIXAR
皮克斯
STATEMENTS OF CASH FLOWS
現金流量表
(Unaudited, in thousands)
(未經審計,以千計)
|
| Quarter Ended |
| |||||
|
| April 2, |
|
| April 3, |
| ||
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.
見財務報表附注。