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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

(Registrant’s 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 registrant’s common stock, par value $0.001, outstanding.

 



Table of Contents

Table of Contents

 

     Page

Part I. Financial Information

    

Item 1. Condensed Consolidated Financial Statements

   3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   12

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   20

Item 4. Controls and Procedures

   20

Part II. Other Information

   21

Item 1. Legal Proceedings

   21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   21

Item 6. Exhibits

   22

Signatures

   23

Exhibit Index

   24

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated Financial Statements

 

Index to Condensed Consolidated Financial Statements

 

     Page

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2005

   4

Condensed Consolidated Balance Sheets as of December 31, 2004 and March 31, 2005

   5

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2005

   6

Notes to Condensed Consolidated Financial Statements

   7

 

3


Table of Contents

Netflix, Inc.

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


Table of Contents

Netflix, Inc.

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


Table of Contents

Netflix, Inc.

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


Table of Contents

Netflix, Inc.

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 Company’s 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 management’s 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 Company’s 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 staff’s 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 Company’s 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 subscriber’s 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


Table of Contents

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 Company’s fulfillment and customer service centers, including costs attributable to receiving, inspecting and warehousing the Company’s 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 Company’s 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 vendor’s 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 vendor’s products. If the consideration received represents reimbursement of specific incremental and identifiable costs incurred to promote the vendor’s product, it is recorded as an offset to the associated marketing expense incurred. Any reimbursement greater than the costs incurred is recognized as a