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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
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)
100 Winchester Circle
Los Gatos, California 95032
(Address and zip code of principal executive offices)
(408) 540-3700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which registered
Common stock, $0.001 par value The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ÍNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Í
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 ÍNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ÍNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. Í
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ÍAccelerated filer Non-accelerated filer Smaller reporting company
(do not check if smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No Í
As of June 30, 2013, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sales
price for the registrant’s common stock, as reported in the NASDAQ Global Select Market System, was $10,368,444,430. Shares of
common stock beneficially owned by each executive officer and director of the Registrant and by each person known by the Registrant to
beneficially own 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of January 30, 2014, there were 59,807,236 shares of the registrant’s common stock, par value $0.001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the registrant’s Proxy Statement for Registrant’s 2014 Annual Meeting of Stockholders are incorporated by reference into
Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ' Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be...

  • Page 2
    ......Principal Accounting Fees and Services ...40 40 40 40 40 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...Selected Financial Data ...Management's Discussion and Analysis of Financial Condition and Results of Operations ...Quantitative...

  • Page 3
    ...of TV shows and movies, launching our streaming service in 2007. Since this launch, we have developed an ecosystem for Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV shows and movies directly on their TVs, computers and mobile devices. As...

  • Page 4
    ...-by-mail and streaming content to have two separate membership plans. BUSINESS SEGMENTS The Company has three operating segments: Domestic streaming, International streaming and Domestic DVD. The Domestic and International streaming segments derive revenues from monthly membership fees for services...

  • Page 5
    ... financial information to our investors using our investor relations website (http://ir.netflix.com), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media to communicate with our members and the public about our company, our services...

  • Page 6
    ...models for delivery of entertainment video continue to develop at a fast pace. The growth of Internet-connected devices, including TVs, computers and mobile devices has increased the consumer acceptance of Internet delivery of entertainment video. Through these new and existing distribution channels...

  • Page 7
    ...members and features related to our service, as well as continuing to operate our DVD service within the U.S. As we expand internationally, we are managing our business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and Internet video...

  • Page 8
    ..., license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials and features on our website such as member reviews. As we expand our original programming, we will become responsible for production costs and other expenses...

  • Page 9
    We rely upon a number of partners to offer instant streaming of content from Netflix to various devices. We currently offer members the ability to receive streaming content through a host of Internet-connected devices, including TVs, digital video players, game consoles and mobile devices. We intend...

  • Page 10
    ... operating the Open Connect CDN service, our ability to efficiently and effectively deliver our streaming content to our members could be adversely impacted and our business and results of operation could be adversely affected. Failure to implement Open Connect could require us to engage third-party...

  • Page 11
    ... to our members' personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition. If government regulations relating to the Internet or other areas of our business change, we may need to alter...

  • Page 12
    ... pay for our membership services predominately using credit and debit cards (together, "payment cards"). Our acceptance of these payment methods requires our payment of certain fees. From time to time, these fees may increase, either as a result of rate changes by the payment processing companies...

  • Page 13
    ... segment for online subscription-based entertainment video has grown significantly. Much of the increasing growth can be attributed to the ability of our members to stream TV shows and movies on their TVs, computers and mobile devices. As we face more competition in our market segment, our rate...

  • Page 14
    ... in our favor, results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current Web site, streaming technology, our recommendation and merchandising technology or inability to market our service or merchandise our products. As...

  • Page 15
    ... impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk; • profit repatriation and other restrictions on the transfer of funds; • differing payment processing systems as well as consumer use and acceptance of electronic payment methods...

  • Page 16
    ... other changes to improve its financial position, such as closing mail processing facilities or service reductions, such changes could lead to a decrease in customer satisfaction and our Domestic DVD segment's contribution profit could be adversely affected. Risks Related to Our Stock Ownership...

  • Page 17
    ... of our revenues, contribution margins, net income and, number of total and paid member additions and other financial and operating data may differ materially from actual results. Such discrepancies could cause a decline in the trading price of our common stock. Item 1B. Unresolved Staff Comments...

  • Page 18
    ... agreements that expire at various dates through January 2017. We also operate data centers in a leased third-party facility in Santa Clara, California. In the third quarter of 2013, the Company entered into lease agreements to expand its Los Gatos, California headquarters by 263,000 square feet...

  • Page 19
    ... Securities Market Information Our common stock is traded on the NASDAQ Global Select Market under the symbol "NFLX". The following table sets forth the intraday high and low sales prices per share of our common stock for the periods indicated, as reported by the NASDAQ Global Select Market. 2013...

  • Page 20
    Stock Performance Graph Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission, the following information relating to the price performance of our common stock shall not be deemed "filed" with the Commission or "soliciting ...

  • Page 21
    ... Balance Sheets: 2013 2012 As of December 31, 2011 (in thousands) 2010 2009 Cash, cash equivalents and short-term investments ...Total content library, net ...Working capital ...Total assets ...Long-term debt ...Long-term debt due to related party ...Non-current content liabilities ...Total...

  • Page 22
    ...of TV shows and movies, launching our streaming service in 2007. Since this launch, we have developed an ecosystem for Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV shows and movies directly on their TVs, computers and mobile devices. As...

  • Page 23
    ...obtain additional streaming content licenses to support new international markets. Other cost of revenues such as content delivery expenses, customer service and payment processing fees are lower as a percentage of total cost of revenues as compared to content licensing expenses. We utilize both our...

  • Page 24
    ... new streaming content including more exclusive and original programming. In addition, content delivery expenses increased by $31.0 million and other costs, such as payment processing fees and customer service call centers, increased $33.0 million due to our growing member base. Marketing expenses...

  • Page 25
    ...27.2 million due to increases in our content delivery expenses, costs associated with our customer service call centers and payment processing fees, all driven by our growing member base. International marketing expenses for the year ended December 31, 2013 increased $10.9 million as compared to the...

  • Page 26
    ... the number of DVDs mailed to paying members. The decrease in shipments was driven by a decline in the number of DVD memberships. Other costs, primarily those associated with content processing and customer service center expenses, decreased $21.2 million primarily due to a decrease in hub operation...

  • Page 27
    ...in customer service center expenses to support our growth in domestic memberships. Marketing expenses decreased $38.5 million in 2012 as compared to 2011 primarily due to a decrease in marketing program spending in television, radio and direct mail advertising partially offset by increases in online...

  • Page 28
    ... support our growth. In addition, expenses related to the use of outside and professional services, taxes and insurance increased $8.9 million. The increase in expenses was further impacted by an $8.0 million decrease in the gain on the disposal of DVDs. Year Ended December 31, Change 2012 2011 2012...

  • Page 29
    ... with outstanding long-term debt obligations, including the amortization of debt issuance costs, as well as interest on our lease financing obligations. Change Year Ended December 31, 2013 2012 2013 vs. 2012 (in thousands, except percentages) Interest expense ...As a percentage of revenues ... $(29...

  • Page 30
    ... 2013, we exercised our option to cause the conversion of the Convertible Notes into shares of our common stock. See Note 5 of Item 8, Financial Statements and Supplementary Data for additional information. Our primary uses of cash include licensing of content, content delivery, marketing programs...

  • Page 31
    ...the Consolidated Balance Sheets. The payment terms for these license fees may extend over the term of the license agreements, which typically range from six months to five years. Year Ended December 31, 2013 2012 (in thousands) Net cash provided by operating activities ...Net cash used in investing...

  • Page 32
    ...well as increased payments associated with higher operating expenses. Operating activities were further impacted by increased payments for streaming content delivery, payment processing fees and customer service call centers due to our growing member base. Cash used in investing activities increased...

  • Page 33
    ...financing obligations of $12.1 million related to our current Los Gatos, California headquarters for which we are the deemed owner for accounting purposes, commitments of $68.1 million for facilities under non-cancelable operating leases with various expiration dates through 2019, and commitments of...

  • Page 34
    ... of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. The Securities and Exchange Commission ("SEC") has defined a company's critical accounting policies...

  • Page 35
    ... have entered into certain licenses with performing rights organizations ("PROs"), and are currently involved in negotiations with other PROs, that hold certain rights to music and other entertainment works "publicly performed" in connection with streaming content into various territories. Accruals...

  • Page 36
    ... change and the actual tax benefits may differ significantly from the estimates. See Note 10 of Item 8, Financial Statements and Supplementary Data for further information regarding income taxes. Stock-Based Compensation Stock-based compensation expense at the grant date is based on the total number...

  • Page 37
    .... For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the value of our investment will decline. At December 31, 2013, our cash equivalents were generally invested in money market funds, which are not...

  • Page 38
    ... assets and liabilities. To date, the impacts of foreign currency exchange rate changes on our revenues and net income have not been material. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Item 8. Financial Statements and Supplementary Data...

  • Page 39
    ...), our management concluded that our internal control over financial reporting was effective as of December 31, 2013. The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by Ernst & Young LLP, an independent registered public accounting firm...

  • Page 40
    ... reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or...

  • Page 41
    Item 9B. Other Information None. 39

  • Page 42
    ... Relationships and Related Transactions" and "Director Independence" in our Proxy Statement for the Annual Meeting of Stockholders. Item 14. Principal Accounting Fees and Services Information with respect to principal independent registered public accounting firm fees and services is incorporated...

  • Page 43
    ... (1) Financial Statements: The financial statements are filed as part of this Annual Report on Form 10-K under "Item 8. Financial Statements and Supplementary Data." (2) Financial Statement Schedules: The financial statement schedules are omitted as they are either not applicable or the information...

  • Page 44
    ... financial information from Netflix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on January 31, 2014, formatted in XBRL includes: (i) Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011, (ii) Consolidated Statements...

  • Page 45
    ... Registered Public Accounting Firm ...Report of KPMG LLP, Independent Registered Public Accounting Firm ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of Cash Flows ...Consolidated Balance Sheets ...Consolidated Statements...

  • Page 46
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Netflix, Inc. We have audited the accompanying consolidated balance sheets of Netflix, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income...

  • Page 47
    ... 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting...

  • Page 48
    NETFLIX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) 2013 Year ended December 31, 2012 2011 Revenues ...Cost of revenues ...Marketing ...Technology and development ...General and administrative ...Operating income ...Other income (expense): Interest expense ......

  • Page 49
    ...) Year ended December 31, 2013 2012 2011 Net income ...Other comprehensive income (loss): Foreign currency translation adjustments ...Change in unrealized gains (losses) on available-for-sale securities, net of tax of $(697), $538, and $(43), respectively ...Total other comprehensive income (loss...

  • Page 50
    ...) (30,071) (18,597) Changes in operating assets and liabilities: Other current assets ...62,234 (5,432) 1,436 Accounts payable ...18,374 (4,943) 23,968 Accrued expenses ...1,941 9,806 65,560 Deferred revenue ...46,295 20,676 21,613 Other non-current assets and liabilities ...(8,977) 4,719 3,016 Net...

  • Page 51
    NETFLIX, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) As of December 31, 2013 2012 Assets Current assets: Cash and cash equivalents ...Short-term investments ...Current content library, net ...Other current assets ...Total current assets ...Non-current content ...

  • Page 52
    NETFLIX, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data) Common Stock Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Income Retained Earnings Total Stockholders' Equity Balances as of December 31, 2010 ...52,781,949 Net income ...

  • Page 53
    ... transit from payment processors for customer credit card and debit card transactions as cash equivalents. The Company classifies short-term investments, which consist of marketable securities with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at...

  • Page 54
    ... The Company acquires DVD content for the purpose of renting such content to its members and earning membership rental revenues, and, as such, the Company considers its direct purchase DVD library to be a productive asset. Accordingly, the Company classifies its DVD library in "Non-current content...

  • Page 55
    ... The Company records a tax provision for the anticipated tax consequences of the reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement...

  • Page 56
    ... financial statements for further information regarding income taxes. Foreign Currency The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenues and expenses...

  • Page 57
    ...administrative." Historically these costs were substantially recorded in the Domestic streaming segment and impacted segment contribution profit. Management and the Company's chief operating decision maker consider such employee costs to be global corporate costs rather than marketing costs directly...

  • Page 58
    ... to time, the Company may sell certain securities but the objectives are generally not to generate profits on short-term differences in price. The following tables summarize, by major security type, the Company's assets that are measured at fair value on a recurring basis and are categorized using...

  • Page 59
    ... inputs that are observable, either directly or indirectly. These values were obtained from an independent pricing service and were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established...

  • Page 60
    ...Other non-current assets" on the Consolidated Balance Sheets and were amortized over the term of the notes as interest expense. At any time following May 28, 2012, the Company could have elected to cause the conversion of the Convertible Notes into shares of the Company's common stock when specified...

  • Page 61
    ... billion of "Non-current content liabilities" on the Consolidated Balance Sheets and $3.2 billion of obligations that are not reflected on the Consolidated Balance Sheet. The expected timing of payments for these streaming content obligations is as follows: As of December 31, 2013 2012 (in thousands...

  • Page 62
    ... five years. The Company has entered into certain licenses with performing rights organizations ("PROs"), and is currently involved in negotiations with other PROs, that hold certain rights to music and other entertainment works "publicly performed" in connection with streaming content into various...

  • Page 63
    ... adverse effect on the Company's operations or its financial position, liquidity or results of operations. On January 13, 2012, the first of three purported shareholder class action lawsuits was filed in the United States District Court for the Northern District of California against the Company and...

  • Page 64
    ... any person or group acquires 10% (or 20% in the case of certain institutional investors who report their holdings on Schedule 13G) or more of the Common Shares without the approval of the Board, and until such time are inseparable from and trade with the Company's common stock. The Rights had a de...

  • Page 65
    ... stock options and stock purchase rights to employees, directors and consultants. In the first quarter of 2012, 1.2 million shares reserved for future grants under the 2002 Stock Plan expired. A summary of the activities related to the Company's stock option plans is as follows: Options Outstanding...

  • Page 66
    ...than 8,334 shares of common stock during any six-month purchase period. As of December 31, 2013, there were 2,785,721 shares available for future issuance under the 2002 Employee Stock Purchase Plan. The Company's ESPP was suspended in 2011 and there were no offerings subsequent to 2011. Stock-Based...

  • Page 67
    ... model. The Company does not use a post-vesting termination rate as options are fully vested upon grant date. The weighted-average fair value of employee stock options granted during 2013, 2012 and 2011 was $113.74, $41.00 and $84.94 per share, respectively. Stock-based compensation expense related...

  • Page 68
    ... income tax liability related to these earnings is approximately $3.3 million. Income tax benefits attributable to the exercise of employee stock options of $80.0 million, $4.4 million and $45.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, were recorded directly to...

  • Page 69
    ... Year Ended December 31, 2013 2012 2011 (in thousands) Expected tax expense at U.S. federal statutory rate of 35% ...State income taxes, net of Federal income tax effect ...R&D tax credit ...Other ...Provision for income taxes ...The components of deferred tax assets and liabilities were as follows...

  • Page 70
    ... Company's effective tax rate. The aggregate changes in the Company's total gross amount of unrecognized tax benefits are summarized as follows (in thousands): Balance as of December 31, 2011 ...Increases related to tax positions taken during prior periods ...Decreases related to tax positions taken...

  • Page 71
    ...-by-mail. Revenues and the related payment card fees are attributed to the operating segment based on the nature of the underlying membership (DVD or streaming) and the geographic region from which the membership originates. There are no internal revenue transactions between the Company's reporting...

  • Page 72
    ... information for the year ended December 31, 2013: Domestic Streaming As of/Year ended December 31, 2013 International Domestic Streaming DVD Consolidated (in thousands) Total members at end of period (1) ...Revenues ...Cost of revenues ...Marketing ...Contribution profit (loss) ...Other operating...

  • Page 73
    ... the Netflix streaming service or Netflix DVD service. Memberships are assigned to territories based on the geographic location used at time of sign up as determined by our internal systems, which utilize industry standard geolocation technology. The Company offers free-trial memberships to new and...

  • Page 74
    13. Selected Quarterly Financial Data (Unaudited) December 31 September 30 June 30 March 31 (in thousands, except for per share data) 2013 Total revenues ...$1,175,230 Gross profit ...363,381 Net income ...48,421 Earnings per share: Basic ...$ 0.81 Diluted ...0.79 2012 Total revenues ...$ 945,239 ...

  • Page 75
    ... report to be signed on its behalf by the undersigned, thereunto duly authorized. Netflix, Inc. Dated: January 31, 2014 By: /S/ REED HASTINGS Reed Hastings Chief Executive Officer (principal executive officer) /S/ DAVID WELLS David Wells Chief Financial Officer (principal financial and accounting...

  • Page 76
    ... all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act...

  • Page 77
    ... by and between the Company and Wells Fargo Bank, National Association, as Trustee. Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors 2002 Employee Stock Purchase Plan Amended and Restated 2002 Stock Plan 2011 Stock Plan Description of...

  • Page 78
    Exhibit Number Exhibit Description Form Incorporated by Reference File No. Exhibit Filing Date Filed Herewith 101 The following financial information from Netflix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on January 31, 2014, formatted in XBRL ...