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 March 31, 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: 000-49802
Netflix, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware |
77-0467272 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
970 University Avenue Los Gatos, California 95032
(Address and zip code of principal executive offices)
(408) 399-3700
(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 Exchange Act) .. YES ¨ NO x .
As of May 2, 2003, there were 23,729,845 shares of the registrants common stock, par value $0.001, outstanding.
| Part I. |
Financial Information |
|||
| Item 1. Financial Statements |
3 | |||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
14 | |||
| Item 3. Quantitative and Qualitative Disclosure About Market Risk |
20 | |||
| Item 4. Controls and Procedures |
21 | |||
| Part II. |
Other Information |
|||
| Item 1. Legal Proceedings |
21 | |||
| 21 | ||||
| Item 6. Exhibits and Reports on Form 8-K |
22 | |||
| 24 | ||||
| 27 | ||||
2
PART I. FINANCIAL INFORMATION
Netflix, Inc.
Index to Financial Statements
| Page | ||
| Statements of Operations for the three months ended March 31, 2002 and 2003 (Unaudited) |
4 | |
| Balance Sheets as of December 31, 2002 and March 31, 2003 (Unaudited) |
5 | |
| Statements of Cash Flows for the three months ended March 31, 2002 and 2003 (Unaudited) |
6 | |
| Notes to Financial Statements |
7 |
3
Netflix, Inc.
Statements of Operations
(Unaudited)
(in thousands, except per share data)
| Three Months Ended |
||||||||
| Mar 31, 2002 |
Mar 31, 2003 |
|||||||
| Revenues: |
||||||||
| Subscription |
$ |
30,069 |
|
$ |
55,281 |
| ||
| Sales |
|
458 |
|
|
388 |
| ||
| Total revenues |
|
30,527 |
|
|
55,669 |
| ||
| Cost of revenues: |
||||||||
| Subscription |
|
14,872 |
|
|
29,928 |
| ||
| Sales |
|
286 |
|
|
79 |
| ||
| Total cost of revenues |
|
15,158 |
|
|
30,007 |
| ||
| Gross profit |
|
15,369 |
|
|
25,662 |
| ||
| Operating expenses: |
||||||||
| Fulfillment * |
|
4,155 |
|
|
6,383 |
| ||
| Technology and development * |
|
3,181 |
|
|
4,183 |
| ||
| Marketing * |
|
7,938 |
|
|
13,207 |
| ||
| General and administrative * |
|
1,309 |
|
|
2,248 |
| ||
| Stock-based compensation * |
|
2,840 |
|
|
4,552 |
| ||
| Total operating expenses |
|
19,423 |
|
|
30,573 |
| ||
| Operating loss |
|
(4,054 |
) |
|
(4,911 |
) | ||
| Other income (expense): |
||||||||
| Interest and other income |
|
74 |
|
|
581 |
| ||
| Interest and other expense |
|
(528 |
) |
|
(191 |
) | ||
| Net loss |
$ |
(4,508 |
) |
$ |
(4,521 |
) | ||
| Net loss per share: |
||||||||
| Basic and diluted |
$ |
(2.20 |
) |
$ |
(.20 |
) | ||
| Weighted average common shares outstanding: |
||||||||
| Basic and diluted |
|
2,047 |
|
|
22,737 |
| ||
| * Amortization of stock-based compensation not included in expense line item: |
||||||||
| Fulfillment |
$ |
392 |
|
$ |
805 |
| ||
| Technology and development |
|
1,208 |
|
|
1,450 |
| ||
| Marketing |
|
842 |
|
|
1,389 |
| ||
| General and administrative |
|
398 |
|
|
908 |
| ||
| $ |
2,840 |
|
$ |
4,552 |
| |||
See accompanying notes to financial statements.
4
Netflix, Inc.
Balance Sheets
(Unaudited)
(in thousands, except share data)
| As of |
||||||||
| Dec 31, 2002 |
Mar 31, 2003 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
59,814 |
|
$ |
66,028 |
| ||
| Short-term investments |
|
43,796 |
|
|
44,304 |
| ||
| Prepaid expenses |
|
2,753 |
|
|
2,066 |
| ||
| Prepaid revenue sharing expenses |
|
303 |
|
|
622 |
| ||
| Other current assets |
|
409 |
|
|
174 |
| ||
| Total current assets |
|
107,075 |
|
|
113,194 |
| ||
| DVD library, net |
|
9,972 |
|
|
9,740 |
| ||
| Intangible assets, net |
|
6,094 |
|
|
5,285 |
| ||
| Property and equipment, net |
|
5,620 |
|
|
4,848 |
| ||
| Deposits |
|
1,690 |
|
|
1,694 |
| ||
| Other assets |
|
79 |
|
|
868 |
| ||
| Total assets |
$ |
130,530 |
|
$ |
135,629 |
| ||
| Liabilities and Stockholders Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
20,350 |
|
$ |
22,218 |
| ||
| Accrued expenses |
|
9,102 |
|
|
9,525 |
| ||
| Deferred revenue |
|
9,743 |
|
|
11,227 |
| ||
| Current portion of capital lease obligations |
|
1,231 |
|
|
940 |
| ||
| Total current liabilities |
|
40,426 |
|
|
43,910 |
| ||
| Deferred rent |
|
288 |
|
|
279 |
| ||
| Capital lease obligations, less current portion |
|
460 |
|
|
376 |
| ||
| Total liabilities |
|
41,174 |
|
|
44,565 |
| ||
| Commitments and contingencies |
||||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value; 150,000,000 shares authorized at December 31, 2002 and March 31, 2003; 22,445,795 and 22,977,497 issued and outstanding at December 31, 2002 and March 31, 2003, respectively |
|
22 |
|
|
23 |
| ||
| Additional paid-in capital |
|
259,172 |
|
|
264,765 |
| ||
| Deferred stock-based compensation |
|
(11,399 |
) |
|
(10,892 |
) | ||
| Accumulated other comprehensive income |
|
774 |
|
|
902 |
| ||
| Accumulated deficit |
|
(159,213 |
) |
|
(163,734 |
) | ||
| Total stockholders equity |
|
89,356 |
|
|
91,064 |
| ||
| Total liabilities and stockholders equity |
$ |
130,530 |
|
$ |
135,629 |
| ||
See accompanying notes to financial statements.
5
Netflix, Inc.
Statements of Cash Flows
(Unaudited)
(in thousands)
| Three Months Ended |
||||||||
| Mar 31, 2002 |
Mar 31, 2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ |
(4,508 |
) |
$ |
(4,521 |
) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
| Depreciation of property and equipment |
|
1,457 |
|
|
1,333 |
| ||
| Amortization of DVD library |
|
2,917 |
|
|
6,620 |
| ||
| Amortization of intangible assets |
|
706 |
|
|
809 |
| ||
| Stock-based compensation expense |
|
2,840 |
|
|
4,552 |
| ||
| Gain on disposal of DVDs |
|
(283 |
) |
|
(367 |
) | ||
| Noncash interest expense |
|
395 |
|
|
32 |
| ||
| Changes in operating assets and liabilities: |
||||||||
| Prepaid expenses and other current assets |
|
(773 |
) |
|
603 |
| ||
| Accounts payable |
|
2,577 |
|
|
1,868 |
| ||
| Accrued expenses |
|
(186 | ||||||