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 March 31, 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: 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) 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 May 4, 2005, there were 53,220,672 shares of the registrants common stock, par value $0.001, outstanding.
2
Item 1. Condensed Consolidated Financial Statements
Index to Condensed Consolidated Financial Statements
3
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
| Three Months Ended |
||||||||
| March 31, 2004 |
March 31, 2005 |
|||||||
| Revenues: |
||||||||
| Subscription |
$ | 99,823 | $ | 152,446 | ||||
| Sales |
547 | 1,694 | ||||||
| Total revenues |
100,370 | 154,140 | ||||||
| Cost of revenues: |
||||||||
| Subscription |
56,444 | 93,986 | ||||||
| Sales |
183 | 999 | ||||||
| Total cost of revenues |
56,627 | 94,985 | ||||||
| Gross profit |
43,743 | 59,155 | ||||||
| Operating expenses: |
||||||||
| Fulfillment* |
10,790 | 16,694 | ||||||
| Technology and development* |
5,039 | 7,155 | ||||||
| Marketing* |
26,693 | 35,803 | ||||||
| General and administrative* |
3,136 | 5,007 | ||||||
| Stock-based compensation |
4,435 | 4,279 | ||||||
| Total operating expenses |
50,093 | 68,938 | ||||||
| Operating loss |
(6,350 | ) | (9,783 | ) | ||||
| Other income (expense): |
||||||||
| Interest and other income |
591 | 1,051 | ||||||
| Interest and other expense |
(31 | ) | (38 | ) | ||||
| Net loss before income taxes |
(5,790 | ) | (8,770 | ) | ||||
| Provision for income taxes |
| 44 | ||||||
| Net loss |
$ | (5,790 | ) | $ | (8,814 | ) | ||
| Net loss per share: |
||||||||
| Basic |
$ | (0.11 | ) | $ | (0.17 | ) | ||
| Diluted |
$ | (0.11 | ) | $ | (0.17 | ) | ||
| Weighted-average common shares outstanding: |
||||||||
| Basic |
51,282 | 52,816 | ||||||
| Diluted |
51,282 | 52,816 | ||||||
| *Amortization of stock-based compensation not included in expense line items: |
||||||||
| Fulfillment |
$ | 511 | $ | 441 | ||||
| Technology and development |
1,626 | 1,411 | ||||||
| Marketing |
564 | 746 | ||||||
| General and administrative |
1,734 | 1,681 | ||||||
| Total stock-based compensation |
$ | 4,435 | $ | 4,279 | ||||
See accompanying notes to condensed consolidated financial statements.
4
Consolidated Balance Sheets
(unaudited)
(in thousands, except share and par value data)
| As of |
||||||||
| December 31, 2004 |
March 31, 2005 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 174,461 | $ | 165,822 | ||||
| Prepaid expenses |
2,741 | 1,782 | ||||||
| Prepaid revenue sharing expenses |
4,695 | 5,027 | ||||||
| Other current assets |
5,449 | 1,405 | ||||||
| Total current assets |
187,346 | 174,036 | ||||||
| DVD library, net |
42,158 | 52,627 | ||||||
| Intangible assets, net |
961 | 507 | ||||||
| Property and equipment, net |
18,728 | 23,635 | ||||||
| Deposits |
1,600 | 1,561 | ||||||
| Other assets |
1,000 | 1,216 | ||||||
| Total assets |
$ | 251,793 | $ | 253,582 | ||||
| Liabilities and Stockholders Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 49,775 | $ | 52,632 | ||||
| Accrued expenses |
13,131 | 15,681 | ||||||
| Deferred revenue |
31,936 | 32,463 | ||||||
| Current portion of capital lease obligations |
68 | | ||||||
| Total current liabilities |
94,910 | 100,776 | ||||||
| Deferred rent |
600 | 693 | ||||||
| Total liabilities |
95,510 | 101,469 | ||||||
| Commitments and Contingencies |
||||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value; 160,000,000 shares authorized at December 31, 2004 and March 31, 2005; 52,732,025 and 52,964,505 issued and outstanding at December 31, 2004 and March 31, 2005, respectively |
53 | 53 | ||||||
| Additional paid-in capital |
292,843 | 296,121 | ||||||
| Deferred stock-based compensation |
(4,693 | ) | (3,327 | ) | ||||
| Accumulated other comprehensive loss |
(222 | ) | (222 | ) | ||||
| Accumulated deficit |
(131,698 | ) | (140,512 | ) | ||||
| Total stockholders equity |
156,283 | 152,113 | ||||||
| Total liabilities and stockholders equity |
$ | 251,793 | $ | 253,582 | ||||
See accompanying notes to condensed consolidated financial statements.
5
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| Three Months Ended |
||||||||
| March 31, 2004 |
March 31, 2005 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | (5,790 | ) | $ | (8,814 | ) | ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation of property and equipment |
1,252 | 1,938 | ||||||
| Amortization of DVD library |
18,127 | 22,006 | ||||||
| Amortization of intangible assets |
626 | 454 | ||||||
| Stock-based compensation expense |
4,435 | 4,279 | ||||||
| Gain on disposal of DVDs |
(364 | ) | (1,129 | ) | ||||
| Noncash interest expense |
11 | 11 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Prepaid expenses and other current assets |
999 | 4,671 | ||||||
| Accounts payable |
10,529 | 2,857 | ||||||
| Accrued expenses |
836 | 2,550 | ||||||
| Deferred revenue |
3172 | 527 | ||||||
| Deferred rent |
(33 | ) | 93 | |||||
| Net cash provided by operating activities |
33,800 | 29,443 | ||||||
| Cash flows from investing activities: |
||||||||
| Purchases of short-term investments |
(364 | ) | | |||||
| Purchases of property and equipment |
(1,808 | ) | (6,845 | ) | ||||
| Acquisitions of DVD library |
(23,570 | ) | (33,040 | ) | ||||
| Proceeds from sale of DVDs |
547 | 1,694 | ||||||
| Deposits and other assets |
(19 | ) | (177 | ) | ||||
| Net cash used in investing activities |
(25,214 | ) | (38,368 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
1,819 | 365 | ||||||
| Principal payments on capital lease obligations |
(111 | ) | (79 | ) | ||||
| Net cash provided by financing activities |
1,708 | 286 | ||||||
| Net increase in cash and cash equivalents |
10,294 | (8,639 | ) | |||||
| Cash and cash equivalents, beginning of period |
89,894 | 174,461 | ||||||
| Cash and cash equivalents, end of period |
$ | 100,188 | $ | 165,822 | ||||
See accompanying notes to condensed consolidated financial statements.
6
Notes to Condensed Consolidated Financial Statements
(in thousands, except shares, per share data and percentages)
Basis of Presentation
The accompanying condensed consolidated interim financial statements of Netflix, Inc. and its wholly owned subsidiary (the Company) have been prepared in conformity with accounting principles generally accepted in the United States and are consistent in all material respects with those applied in the Companys annual report on Form 10-K for the year ended December 31, 2004. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Examples include the estimate of useful lives and residual value of its DVD library; the valuation of stock-based compensation; and the recognition and measurement of income tax assets and liabilities. The actual results experienced by the Company may differ from managements estimates.
The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth therein. The interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Companys 2004 annual report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005. Interim results are not necessarily indicative of the results for a full year. Certain amounts reported in previous periods have been reclassified to conform to the current presentation.
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard replaces SFAS No. 123 and supercedes APB Opinion No. 25, Accounting for Stock-based compensation. This Standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin 107 (SAB 107) which summarizes the views of the SEC staff regarding the interaction between SFAS 123(R) and certain SEC rules and regulations and provides the staffs views regarding the valuation of share-based payment arrangements for public companies. In April 2005, the SEC issued Release 33-8568 delaying the effective date of SFAS 123(R), and as such the Company will be required to implement the provisions of SFAS No. 123(R) beginning January 1, 2006. The Company previously adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, in the second quarter of 2003, and restated prior periods at that time. Accordingly the Company believes SFAS No. 123(R) will not have a material impact on its financial position or results of operations.
In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset Retirement Obligations. FIN 47 clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. The provision is effective for no later than the end of fiscal years ending December 15, 2005. The Company does not expect the adoption of this standard to have a material effect on its financial position or results of operations.
Fair Value of Financial Instruments
The fair value of the Companys cash, short-term investments, accounts payable, accrued expenses and capital lease obligations approximates their carrying value due to their short maturity.
Restricted Cash
As of March 31, 2005, other assets included restricted cash of $1,000 related to a workers compensation insurance deposit.
Revenue Recognition
Subscription revenues are recognized ratably during each subscribers monthly subscription period. Refunds to subscribers are recorded as a reduction of revenues. Revenues from sales of used DVDs are recorded upon shipment.
Cost of Revenues
Cost of subscription revenues consists of revenue sharing expenses, amortization of the DVD library, amortization of intangible assets related to equity instruments issued to studios, and postage and packaging expenses related to DVDs provided to paying subscribers. Revenue sharing expenses are recorded as DVDs subject to revenue sharing agreements are shipped to subscribers. Cost of DVD sales include the net book value of the DVDs sold and, where applicable, a contractually specified percentage of the sales value for the DVDs that are subject to revenue share agreements.
7
Netflix, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(in thousands, except shares, per share data and percentages)
Fulfillment
Fulfillment expenses represent those costs incurred in operating and staffing the Companys fulfillment and customer service centers, including costs attributable to receiving, inspecting and warehousing the Companys DVD library. Fulfillment expenses also include credit card fees.
Technology and Development
Technology and development expenses consist of payroll and related costs incurred in testing, maintaining and modifying the Companys Web Site, its recommendation service, developing solutions for downloading movies to subscribers, telecommunications systems and infrastructure and other internal-use software systems. Technology and development expenses also include depreciation on the computer hardware and capitalized software.
Marketing
Marketing expenses consist of payroll and related expenses and advertising expenses. Advertising expenses include marketing program expenditures and other promotional activities, including revenue sharing expenses, postage and packaging expenses and library amortization related to free trial periods. Advertising costs are expensed as incurred except for advertising production costs, which are expensed the first time the advertising is run.
In November of 2002, the Emerging Issues Task Force ( EITF) reached a consensus on Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor, which addresses the accounting for cash consideration given to a reseller of a vendors products from the vendor. The Company and its vendors participate in a variety of cooperative advertising programs and other promotional programs in which the vendors provide the Company with cash consideration in exchange for marketing and advertising of the vendors products. If the consideration received represents reimbursement of specific incremental and identifiable costs incurred to promote the vendors product, it is recorded as an offset to the associated marketing expense incurred. Any reimbursement greater than the costs incurred is recognized as a