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, 2004
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 (State or other jurisdiction of incorporation or organization) |
77-0467272 (I.R.S. Employer Identification Number) |
970 University Avenue, Los Gatos, California 95032
(Address and zip code of principal executive offices)
(408) 317-3700
(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 x NO ¨ .
As of April 19, 2004, there were 51,643,644 shares of the registrants common stock, par value $0.001, outstanding.
| Page | ||||||
| Part I. |
Financial Information | |||||
| Item 1. | Financial Statements | 3 | ||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||||
| Item 4. | Controls and Procedures | 23 | ||||
| Part II. |
Other Information | |||||
| Item 1. | Legal Proceedings | 24 | ||||
| Item 2. | Changes in Securities and Use of Proceeds | 24 | ||||
| Item 6. | Exhibits and Reports on Form 8-K | 24 | ||||
| 25 | ||||||
| 26 | ||||||
| Item 1. | Financial Statements |
| Page | ||
| Statements of Operations for the Three Months Ended March 31, 2003 and 2004 |
4 | |
| 5 | ||
| Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2004 |
6 | |
| 7 | ||
3
Statements of Operations
(unaudited)
(in thousands, except per share data)
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2004 |
|||||||
| Revenues: |
||||||||
| Subscription |
$ | 55,281 | $ | 99,823 | ||||
| Sales |
388 | 547 | ||||||
| Total revenues |
55,669 | 100,370 | ||||||
| Cost of revenues: |
||||||||
| Subscription |
29,928 | 56,444 | ||||||
| Sales |
79 | 183 | ||||||
| Total cost of revenues |
30,007 | 56,627 | ||||||
| Gross profit |
25,662 | 43,743 | ||||||
| Operating expenses: |
||||||||
| Fulfillment* |
6,383 | 10,790 | ||||||
| Technology and development* |
4,183 | 5,039 | ||||||
| Marketing* |
13,207 | 26,693 | ||||||
| General and administrative* |
2,248 | 3,136 | ||||||
| Stock-based compensation |
2,406 | 4,435 | ||||||
| Total operating expenses |
28,427 | 50,093 | ||||||
| Operating loss |
(2,765 | ) | (6,350 | ) | ||||
| Other income (expense): |
||||||||
| Interest and other income |
581 | 591 | ||||||
| Interest and other expense |
(191 | ) | (31 | ) | ||||
| Net loss |
$ | (2,375 | ) | $ | (5,790 | ) | ||
| Net loss per share: |
||||||||
| Basic |
$ | (0.05 | ) | $ | (0.11 | ) | ||
| Diluted |
$ | (0.05 | ) | $ | (0.11 | ) | ||
| Weighted-average common shares outstanding: |
||||||||
| Basic |
45,474 | 51,282 | ||||||
| Diluted |
45,474 | 51,282 | ||||||
| *Amortization of stock-based compensation not included in expense line items: |
||||||||
| Fulfillment |
$ | 333 | $ | 511 | ||||
| Technology and development |
835 | 1,626 | ||||||
| Marketing |
428 | 564 | ||||||
| General and administrative |
810 | 1,734 | ||||||
| Total stock-based compensation |
$ | 2,406 | $ | 4,435 | ||||
See accompanying notes to financial statements.
4
Balance Sheets
(unaudited)
(in thousands, except share and par value data)
| As of |
||||||||
| December 31, 2003 |
March 31, 2004 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 89,894 | $ | 100,188 | ||||
| Short-term investments |
45,297 | 46,014 | ||||||
| Prepaid expenses |
2,231 | 1,338 | ||||||
| Prepaid revenue sharing expenses |
905 | 877 | ||||||
| Other current assets |
619 | 541 | ||||||
| Total current assets |
138,946 | 148,958 | ||||||
| DVD library, net |
22,238 | 27,498 | ||||||
| Intangible assets, net |
2,948 | 2,322 | ||||||
| Property and equipment, net |
9,772 | 10,328 | ||||||
| Deposits |
1,272 | 1,302 | ||||||
| Other assets |
836 | 825 | ||||||
| Total assets |
$ | 176,012 | $ | 191,233 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 32,654 | $ | 43,183 | ||||
| Accrued expenses |
11,625 | 12,461 | ||||||
| Deferred revenue |
18,324 | 21,496 | ||||||
| Current portion of capital lease obligations |
416 | 360 | ||||||
| Total current liabilities |
63,019 | 77,500 | ||||||
| Deferred rent |
241 | 208 | ||||||
| Capital lease obligations, less current portion |
44 | | ||||||
| Total liabilities |
63,304 | 77,708 | ||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value; 80,000,000 shares authorized at December 31, 2003 and March 31, 2004; 50,849,370 and 51,546,080 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively |
51 | 52 | ||||||
| Additional paid-in capital |
270,836 | 275,775 | ||||||
| Deferred stock-based compensation |
(5,482 | ) | (4,168 | ) | ||||
| Accumulated other comprehensive income |
596 | 949 | ||||||
| Accumulated deficit |
(153,293 | ) | (159,083 | ) | ||||
| Total stockholders equity |
112,708 | 113,525 | ||||||
| Total liabilities and stockholders equity |
$ | 176,012 | $ | 191,233 | ||||
See accompanying notes to financial statements.
5
Statements of Cash Flows
(unaudited)
(in thousands)
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (2,375 | ) | $ | (5,790 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
| Depreciation of property and equipment |
1,333 | 1,252 | ||||||
| Amortization of DVD library |
6,620 | 18,127 | ||||||
| Amortization of intangible assets |
809 | 626 | ||||||
| Stock-based compensation expense |
2,406 | 4,435 | ||||||
| Gain on disposal of DVDs |
(367 | ) | (364 | ) | ||||
| Non-cash interest expense |
32 | 11 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Prepaid expenses and other current assets |
603 | 999 | ||||||
| Accounts payable |
1,868 | 10,529 | ||||||
| Accrued expenses |
423 | 836 | ||||||
| Deferred revenue |
1,484 | 3,172 | ||||||
| Deferred rent |
(9 | ) | (33 | ) | ||||
| Net cash provided by operating activities |
12,827 | 33,800 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of short-term investments |
(380 | ) | (364 | ) | ||||
| Purchases of property and equipment |
(561 | ) | (1,808 | ) | ||||
| Acquisitions of DVD library |
(6,409 | ) | (23,570 | ) | ||||
| Proceeds from sale of DVDs |
388 | 547 | ||||||
| Deposits and other assets |
(793 | ) | (19 | ) | ||||
| Net cash used in investing activities |
(7,755 | ) | (25,214 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock through employee stock plans |
1,549 | 1,819 | ||||||
| Principal payments on notes payable and capital lease obligations |
(407 | ) | (111 | ) | ||||
| Net cash provided by financing activities |
1,142 | 1,708 | ||||||
| Net increase in cash and cash equivalents |
6,214 | 10,294 | ||||||
| Cash and cash equivalents, beginning of period |
59,814 | 89,894 | ||||||
| Cash and cash equivalents, end of period |
$ | 66,028 | $ | 100,188 | ||||
| Supplemental disclosure: |
||||||||
| Cash paid for interest |
$ | 158 | $ | 19 | ||||
| Non-cash investing activities: |
||||||||
| Unrealized gains on short-term investments |
128 | 353 | ||||||
See accompanying notes to financial statements.
6
Notes to Financial Statements
(in thousands, except shares, per share data and percentages)
Description of Business
Netflix, Inc. (the Company or we) was incorporated on August 29, 1997 and began operations on April 14, 1998. The Company is an online movie rental subscription service, providing subscribers with access to a comprehensive library of titles. For a monthly standard subscription fee, subscribers can rent as many digital video discs (DVDs) as they want, with three movies out at a time, and keep them for as long as they like. There are no due dates and no late fees. DVDs are delivered directly to the subscribers address by first-class mail from distribution centers throughout the United States. The Company also provides background information on DVD releases, including critic reviews, member reviews, online trailers, ratings and personalized movie recommendations.
Basis of Presentation
The accompanying interim financial statements are unaudited and, in the opinion of management, include all adjustments, consisting of normal and recurring items, necessary for a fair presentation of the balance sheets, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Companys 2003 annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2004. Operating results for the three months ended March 31, 2004 may not be indicative of future operating results.
Reclassifications
Certain reclassifications have been made to prior period balances in order to conform to the current periods presentation.
Stock Split
On January 16, 2004, the Companys Board of Directors approved a two-for-one split in the form of a stock dividend on all outstanding shares of the Companys common stock. As a result of the stock split, the Companys stockholders received one additional share for each share of common stock held on the record date of February 2, 2004. The additional shares of common stock were distributed on February 11, 2004. All common share and per-share amounts in the accompanying interim financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amounts of DVD library, intangible assets and property and equipment, stock-based compensation expenses and income taxes. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Companys cash, short-term investments, accounts payable, accrued expenses and borrowings approximates their carrying value due to their short maturity.
Cash and Cash Equivalents
The Company considers highly liquid instruments with original maturities of three months or less, at the date of purchase, to be cash equivalents. The Companys cash and cash equivalents are principally on deposit in short-term asset management accounts at two large financial institutions.
Restricted Cash
As of March 31, 2004, other assets included restricted cash of $800 related to a workers compensation insurance deposit.
7
Netflix, Inc.
Notes to Financial Statements - Continued
(in thousands, except shares, per share data and percentages)
Short-Term Investments
The Companys short-term investments generally mature between one and five years from the purchase date. The Company has the ability to convert these short-term investments into cash at anytime without penalty. All short-term investments are classified as available-for-sale and are recorded at market value. Net unrealized gains are reflected in accumulated other comprehensive income.
A decline in the market value of available-for-sale investments below cost that is