10-Q 1 nflx-063012x10qxdoc.htm FORM 10-Q NFLX-06.30.12-10Q-DOC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR

o
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)
 
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  ý    No  o
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 (§232.405 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  ý    No   o  
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
ý
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  o    No  ý
As of June 30, 2012, there were 55,534,266 shares of the registrant’s common stock, par value $0.001, outstanding.




Table of Contents
 
 
 
Page
 
Part I. Financial Information
 
Item 1.
Consolidated Financial Statements
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Part II. Other Information
Item 1.
Item 1A.
Item 6.
 
 


2


NETFLIX, INC.

Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)

 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Revenues
$
889,163

 
$
788,610

 
$
1,758,954

 
$
1,507,163

Cost of revenues:
 
 
 
 
 
 
 
Subscription
583,636

 
428,203

 
1,147,651

 
805,195

Fulfillment expenses
59,792

 
61,775

 
119,710

 
122,934

Total cost of revenues
643,428

 
489,978

 
1,267,361

 
928,129

Gross profit
245,735

 
298,632

 
491,593

 
579,034

Operating expenses:
 
 
 
 
 
 
 
Marketing
118,224

 
94,983

 
254,124

 
199,242

Technology and development
81,547

 
57,865

 
164,348

 
108,770

General and administrative
29,810

 
30,670

 
58,902

 
53,668

Total operating expenses
229,581

 
183,518

 
477,374

 
361,680

Operating income
16,154

 
115,114

 
14,219

 
217,354

Other income (expense):
 
 
 
 
 
 
 
Interest expense
(5,006
)
 
(5,303
)
 
(9,980
)
 
(10,168
)
Interest and other income (expense)
(493
)
 
1,013

 
(609
)
 
1,878

Income before income taxes
10,655

 
110,824

 
3,630

 
209,064

Provision for income taxes
4,491

 
42,610

 
2,050

 
80,617

Net income
$
6,164

 
$
68,214

 
$
1,580

 
$
128,447

Earnings per share:
 
 
 
 
 
 
 
Basic
$
0.11

 
$
1.30

 
$
0.03

 
$
2.44

Diluted
$
0.11

 
$
1.26

 
$
0.03

 
$
2.37

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
55,526

 
52,470

 
55,491

 
52,614

Diluted
58,809

 
53,909

 
58,878

 
54,077

See accompanying notes to the consolidated financial statements.


3



NETFLIX, INC.
Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Net income
$
6,164

 
$
68,214

 
$
1,580

 
$
128,447

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments 
(767
)
 

 
44

 

Change in unrealized gains on available-for-sale securities
246

 
647

 
344

 
385

Other comprehensive income (loss) before tax 
(521
)
 
647

 
388

 
385

Income tax expense related to items of other comprehensive income 
(95
)
 
(353
)
 
(133
)
 
(251
)
Other comprehensive income (loss), net of tax
(616
)
 
294

 
255

 
134

Comprehensive income
$
5,548

 
$
68,508

 
$
1,835

 
$
128,581
























See accompanying notes to the consolidated financial statements.


4


NETFLIX, INC.
Consolidated Balance Sheets
(in thousands, except share and par value data)

 
As of
   
June 30,
2012
 
December 31,
2011
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
402,251

 
$
508,053

Short-term investments
411,092

 
289,758

Current content library, net
1,223,638

 
919,709

Prepaid content
48,510

 
56,007

Other current assets
52,294

 
57,330

Total current assets
2,137,785

 
1,830,857

Non-current content library, net
1,147,805

 
1,046,934

Property and equipment, net
124,644

 
136,353

Other non-current assets
68,056

 
55,052

Total assets
$
3,478,290

 
$
3,069,196

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Content liabilities
$
1,204,209

 
$
935,036

Accounts payable
90,961

 
86,992

Accrued expenses
50,884

 
54,231

Deferred revenue
152,790

 
148,796

Total current liabilities
1,498,844

 
1,225,055

Non-current content liabilities
829,163

 
739,628

Long-term debt
200,000

 
200,000

Long-term debt due to related party
200,000

 
200,000

Other non-current liabilities
62,057

 
61,703

Total liabilities
2,790,064

 
2,426,386

Commitments and contingencies (Note 8)


 


Stockholders’ equity:
 
 
 
Common stock, $0.001 par value; 160,000,000 shares authorized at June 30, 2012 and December 31, 2011; 55,534,266 and 55,398,615 issued and outstanding at June 30, 2012 and December 31, 2011, respectively
56

 
55

Additional paid-in capital
262,699

 
219,119

Accumulated other comprehensive income, net
961

 
706

Retained earnings
424,510

 
422,930

Total stockholders’ equity
688,226

 
642,810

Total liabilities and stockholders’ equity
$
3,478,290

 
$
3,069,196

See accompanying notes to the consolidated financial statements.
 

5


NETFLIX, INC.

Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
   
Three Months Ended
 
Six Months Ended
   
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
6,164

 
$
68,214

 
$
1,580

 
$
128,447

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 

 

Additions to streaming content library
(374,252
)
 
(612,595
)
 
(1,139,145
)
 
(804,902
)
Change in streaming content liabilities
(39,947
)
 
422,080

 
357,606

 
506,128

Amortization of streaming content library
375,997

 
144,466

 
715,733

 
230,403

Amortization of DVD content library
16,304

 
24,000

 
36,350

 
50,990

Depreciation and amortization of property, equipment and intangibles
11,047

 
10,182

 
22,378

 
20,008

Stock-based compensation expense
18,450

 
15,536

 
37,782

 
27,800

Excess tax benefits from stock-based compensation
(307
)
 
(17,868
)
 
(4,062
)
 
(33,522
)
Other non-cash items
(1,579
)
 
(802
)
 
(3,098
)
 
(1,727
)
Deferred taxes

 
(3,927
)
 
(10,843
)
 
(8,909
)
Changes in operating assets and liabilities:
 
 
 
 

 

Prepaid content
4,503

 
14,787

 
7,497

 
2,407

Other current assets
(8,077
)
 
4,015

 
3,664

 
13,513

Accounts payable
601

 
(4,231
)
 
(1,155
)
 
11,001

Accrued expenses
6,854

 
15,459

 
8,637

 
35,752

Deferred revenue
2,188

 
3,892

 
3,994

 
19,754

Other non-current assets and liabilities
1,746

 
3,184

 
1,883

 
5,572

Net cash provided by operating activities
19,692

 
86,392

 
38,801

 
202,715

Cash flows from investing activities:
 
 
 
 
 
 
 
Acquisitions of DVD content library
(8,012
)
 
(19,065
)
 
(21,540
)
 
(41,184
)
Purchases of short-term investments
(63,303
)
 
(40,597
)
 
(362,770
)
 
(92,863
)
Proceeds from sale of short-term investments
48,173

 
16,510

 
220,508

 
31,471

Proceeds from maturities of short-term investments
12,715

 
15,985

 
20,990

 
16,635

Purchases of property and equipment
(3,644
)
 
(8,626
)
 
(8,410
)
 
(24,946
)
Other assets
3,132

 
844

 
4,466

 
2,263

Net cash used in investing activities
(10,939
)
 
(34,949
)
 
(146,756
)
 
(108,624
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from issuance of common stock upon exercise of options
524

 
7,418

 
1,748

 
14,180

Financing costs
(371
)
 

 
(759
)
 

Repurchases of common stock

 
(51,421
)
 

 
(160,064
)
Excess tax benefits from stock-based compensation
307

 
17,868

 
4,062

 
33,522

Principal payments of lease financing obligations
(577
)
 
(520
)
 
(1,136
)
 
(1,021
)
Net cash provided by (used in) financing activities
(117
)
 
(26,655
)
 
3,915

 
(113,383
)
Effect of exchange rate changes on cash and cash equivalents
(2,377
)
 

 
(1,762
)
 

Net increase (decrease) in cash and cash equivalents
6,259

 
24,788

 
(105,802
)
 
(19,292
)
Cash and cash equivalents, beginning of period
395,992

 
150,419

 
508,053

 
194,499

Cash and cash equivalents, end of period
$
402,251

 
$
175,207

 
$
402,251

 
$
175,207

See accompanying notes to the consolidated financial statements.

6


NETFLIX, INC.
Notes to Consolidated Financial Statements
(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying consolidated interim financial statements of Netflix, Inc. and its wholly owned subsidiaries (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.”) 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, 2011 filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2012. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the amortization policy of the Company’s content library; the valuation of stock-based compensation; and the recognition and measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. 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 herein. The interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Interim results are not necessarily indicative of the results for a full year.
The Company is organized into three operating segments: Domestic streaming, International streaming and Domestic DVD. Substantially all of the Company’s revenues are generated in the U.S., and substantially all of the Company’s long-lived tangible assets are held in the U.S. The Company’s revenues are derived from monthly subscription fees.
Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not impact total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

2. Earnings Per Share

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential outstanding shares of common stock during the period. Potential common shares consist of shares issuable upon the assumed conversion of the Company’s Senior Convertible Notes and incremental shares issuable upon the assumed exercise of stock options. The computation of earnings per share is as follows:


7


 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
 
(in thousands, except per share data)
Basic earnings per share:
 
 
 
 
 
 
 
Net income
$
6,164

 
$
68,214

 
$
1,580

 
$
128,447

Shares used in computation:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
55,526

 
52,470

 
55,491

 
52,614

Basic earnings per share
$
0.11

 
$
1.30

 
$
0.03

 
$
2.44

 
 
 
 
 
 
 
 
Diluted earnings per share:
 
 
 
 
 
 
 
Net income
$
6,164

 
$
68,214

 
$
1,580

 
$
128,447

Convertible Notes interest expense, net of tax
48

 

 
98

 

Numerator for diluted earnings per share
$
6,212

 
$
68,214

 
$
1,678

 
$
128,447

Shares used in computation:
 
 
 
 
 
 
 
Weighted-average common shares outstanding
55,526

 
52,470

 
55,491

 
52,614

Convertible notes shares
2,331

 

 
2,331

 

Employee stock options
952

 
1,439

 
1,056

 
1,463

Weighted-average number of shares
58,809

 
53,909

 
58,878

 
54,077

Diluted earnings per share
$
0.11

 
$
1.26

 
$
0.03

 
$
2.37


Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation:

 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
 
(in thousands)
Employee stock options
1,184

 
12

 
908

 
19



3. Cash, Cash Equivalents, Short-Term Investments and Fair Value Measurement
The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity and return. From time 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 table summarizes, by major security type, the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy:
 

8


 
As of
 
June 30, 2012
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(in thousands)
Cash
$
402,192

 
$

 
$

 
$
402,192

Level 1 securities (1):
 
 
 
 
 
 
 
Money market funds
4,928

 

 

 
4,928

Level 2 securities (3):
 
 
 
 
 
 
 
Corporate debt securities
108,956

 
807

 
(20
)
 
109,743

Government and agency securities
210,477

 
281

 
(38
)
 
210,720

Asset and mortgage-backed securities
90,226

 
420

 
(17
)
 
90,629

 
$
816,779

 
$
1,508

 
$
(75
)
 
$
818,212

Less: Restricted cash (1)
 
 
 
 
 
 
(4,869
)
Total cash, cash equivalents and short-term investments
 
 
 
 
 
 
$
813,343

 
 
As of
 
December 31, 2011
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(in thousands)
Cash
$
388,941

 
$

 
$

 
$
388,941

Level 1 securities (2):
 
 
 
 
 
 
 
Money market funds
123,608

 

 

 
123,608

Level 2 securities (3):
 
 
 
 
 
 
 
Corporate debt securities
112,264

 
603

 
(214
)
 
112,653

Government and agency securities
175,464

 
694

 
(56
)
 
176,102

Asset and mortgage-backed securities
941

 
62

 

 
1,003

 
$
801,218

 
$
1,359

 
$
(270
)
 
$
802,307

Less: Restricted cash (2)
 
 
 
 
 
 
(4,496
)
Total cash, cash equivalents and short-term investments
 
 
 
 
 
 
$
797,811

(1)
Includes $4.9 million of restricted cash classified in other non-current assets.
(2)
Includes $119.1 million classified in cash and cash equivalents and $4.5 million of restricted cash classified in other current assets and non-current assets.
(3)
Included in short-term investments.

Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy level assigned to each security in the Company’s available-for-sale portfolio and cash equivalents is based on its assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The fair value of available-for-sale securities and cash equivalents included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. The fair value of available-for-sale securities included in the Level 2 category is based on observable inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other 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 independent pricing vendors and broker-dealers. The Company's procedures include controls to ensure that appropriate fair values are recorded, such as comparing prices obtained from multiple independent sources. See Note 5 to the consolidated financial statements for further information regarding the fair value of the Company’s Senior Convertible Notes and Senior Notes.

Because the Company does not intend to sell the investments that are in an unrealized loss position and it is not likely that the Company will be required to sell any investments before recovery of their amortized cost basis, the Company does not consider those investments with an unrealized loss to be other-than-temporarily impaired at June 30, 2012. There were no material other-than-temporary impairments or credit losses related to available-for-sale securities in the three or six months ended June 30, 2012 and 2011. In addition, there were no material gross realized gains or losses in the three or six months ended June 30, 2012 and 2011.

9


The estimated fair value of short-term investments by contractual maturity as of June 30, 2012 is as follows:
 
 
(in thousands)
Due within one year
$
15,676

Due after one year and through 5 years
355,328

Due after 5 years and through 10 years
9,223

Due after 10 years
30,865

Total short-term investments
$
411,092


4. Balance Sheet Components
Content Library
Content library consisted of the following:
 
 
As of
 
June 30, 2012
 
December 31, 2011
 
Streaming
 
DVD
 
Total
 
Streaming
 
DVD
 
Total
 
(in thousands)
Total content library, gross
$
3,434,683

 
$
552,691

 
$
3,987,374

 
$
2,552,284

 
$
599,155

 
$
3,151,439

Accumulated amortization
(1,091,253
)
 
(524,678
)
 
(1,615,931
)
 
(632,270
)
 
(552,526
)
 
(1,184,796
)
Total content library, net
2,343,430

 
28,013

 
2,371,443

 
1,920,014

 
46,629

 
1,966,643

Current content library, net
1,223,638

 

 
1,223,638

 
919,709

 

 
919,709

Non-current content library, net
$
1,119,792

 
$
28,013

 
$
1,147,805

 
$
1,000,305

 
$
46,629

 
$
1,046,934


Content Liabilities
Content liabilities consisted of the following:
 
 
As of
 
June 30, 2012
 
December 31, 2011
 
Streaming
 
DVD 
 
Total
 
Streaming
 
DVD
 
Total
 
(in thousands)
Content liabilities
$
1,183,867

 
$
20,342

 
$
1,204,209

 
$
915,796

 
$
19,240

 
$
935,036

Non-current content liabilities
829,163

 

 
829,163

 
739,628

 

 
739,628

Total content liabilities
$
2,013,030

 
$
20,342

 
$
2,033,372

 
$
1,655,424

 
$
19,240

 
$
1,674,664


The Company typically enters into multi-year streaming content licenses with studios and other distributors that may result in an increase in the streaming content library and a corresponding increase in current and non-current streaming content liabilities. The payment terms for these streaming license fees may extend over the term of the license agreement, which typically ranges from six months to five years. As of June 30, 2012, streaming content liabilities increased $357.6 million, over December 31, 2011, as compared to an increase in streaming content library, net, of $423.4 million.
Property and Equipment, Net
Property and equipment and accumulated depreciation consisted of the following:


10


 
 
 
As of
 
 
 
June 30,
2012
 
December 31,
2011
 
 
 
(in thousands)
Computer equipment
 
3 years
$
70,641

 
$
67,090

Operations and other equipment
 
5 years
100,308

 
100,306

Software, including internal-use software
 
3 years
36,264

 
35,356

Furniture and fixtures
 
3 years
16,842

 
17,310

Buildings
 
30 years
40,681

 
40,681

Leasehold improvements
 
Over life of lease
43,008

 
44,473

Capital work-in-progress
 
 
2,554

 
822

Property and equipment, gross
 
 
310,298

 
306,038

Less: Accumulated depreciation
 
 
(185,654
)
 
(169,685
)
Property and equipment, net
 
 
$
124,644

 
$
136,353



5. Long-term Debt
Senior Convertible Notes

As of June 30, 2012, the Company had outstanding $200.0 million aggregate principal amount of zero coupon senior convertible notes due on December 1, 2018 (the “Convertible Notes”). The Convertible Notes were issued in a private placement offering to TCV VII, L.P., TCV VII(A), L.P. and TCV Member Fund, L.P. A general partner of these funds also serves on the Company’s board of directors, and as such, the issuance of the notes was considered a related party transaction. At any time following May 28, 2012, the Company may elect to cause the conversion of the Convertible Notes into shares of the Company’s common stock when specified conditions are satisfied, including that the daily volume weighted average price of the Company’s common stock is equal or greater than $111.54 for at least 50 trading days during a 65 trading day period prior to the conversion date. The Convertible Notes include, among other terms and conditions, limitations on the Company’s ability to pay cash dividends or to repurchase shares of its common stock, subject to specified exceptions. At June 30, 2012 and December 31, 2011, the Company was in compliance with these covenants.
Based on quoted market prices of the Company’s publicly traded debt, the fair value of the Convertible Notes as of June 30, 2012 and December 31, 2011 was approximately $210.5 million and $206.5 million, respectively.
Senior Notes
As of June 30, 2012, the Company also had outstanding $200.0 million aggregate principal amount of 8.50% senior notes due November 15, 2017 (the “8.50% Notes”). Interest on the 8.50% Notes is payable semi-annually at a rate of 8.50% per annum on May 15 and November 15 of each year.
The 8.50% Notes include, among other terms and conditions, limitations on the Company’s ability to create, incur, assume or be liable for indebtedness (other than specified types of permitted indebtedness); dispose of assets outside the ordinary course (subject to specified exceptions); acquire, merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions); create, incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens); make investments (other than specified types of investments); or pay dividends, make distributions, or purchase or redeem the Company’s equity interests (each subject to specified exceptions). At June 30, 2012 and December 31, 2011, the Company was in compliance with these covenants.
Based on quoted market prices, the fair value of the 8.50% Notes as of June 30, 2012 and December 31, 2011 was approximately $210.5 million and $206.5 million, respectively.

6. Stockholders’ Equity
Stock Option Plan
In June 2011, the Company adopted the 2011 Stock Plan. The 2011 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants. As of June 30, 2012, 5.1 million shares were reserved for future grants under the 2011 Stock Plan.
In February 2002, the Company adopted the 2002 Stock Plan, which was amended and restated in May 2006. The 2002 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory 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

11


expired.
A summary of the activity related to the Company’s stock option plans during the six months ended June 30, 2012 is as follows:
 
 
 
 
Options Outstanding
 
 
 
 
 
Shares
Available
for Grant
 
Number of
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-Average
Remaining
Contractual Term
(in Years)
 
Aggregate
Intrinsic Value
(in Thousands)
Balances as of December 31, 2011
7,013,508

 
2,957,754

 
$
66.59

 
 
 
 
Granted
(753,972
)
 
753,972

 
88.81

 
 
 
 
Exercised

 
(135,651
)
 
12.88

 
 
 
 
Canceled
48

 
(48
)
 
35.95

 
 
 
 
Expired
(1,160,721
)
 

 

 
 
 
 
Balances as of June 30, 2012
5,098,863

 
3,576,027

 
73.31

 
6.76
 
$
76,199

Vested and exercisable at June 30, 2012
 
 
3,576,027

 
73.31

 
6.76
 
$
76,199


The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter of 2012 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2012. This amount changes based on the fair market value of the Company’s common stock. Total intrinsic value of options exercised for the three months ended June 30, 2012 and 2011 was $1.0 million and $49.3 million, respectively. Total intrinsic value of options exercised for the six months ended June 30, 2012 and 2011 was $12.8 million and $93.4 million, respectively.
Cash received from option exercises for the three months ended June 30, 2012 and 2011 was $0.5 million and $7.4 million, respectively. Cash received from option exercises for the six months ended June 30, 2012 and 2011 was $1.7 million and $14.2 million, respectively.
Stock Option Expense

Vested stock options granted before June 30, 2004 can be exercised up to three months following termination of employment. Vested stock options granted after June 30, 2004 and before January 1, 2007 can be exercised up to one year following termination of employment. Vested stock options granted after January 2007 will remain exercisable for the full ten year contractual term regardless of employment status. The following table summarizes the assumptions used to value stock option grants using the lattice-binomial model:

 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Dividend yield
%
 
%
 
%
 
%
Expected volatility
61
%
 
51
%
 
61% - 65%

 
51% - 52%

Risk-free interest rate
2.01
%
 
3.35
%
 
1.97% - 2.01%

 
3.35% - 3.42%

Suboptimal exercise factor
2.26 - 3.65

 
2.22 – 3.54

 
2.26 - 3.65

 
2.17 – 3.54


The Company bifurcates its option grants into two employee groupings (executive and non-executive) based on exercise behavior and considers several factors in determining the estimate of expected term for each group, including the historical option exercise behavior, the terms and vesting periods of the options granted.

The weighted-average fair value of employee stock options granted during the three months ended June 30, 2012 and 2011 was $45.38 and $134.77 per share, respectively. The weighted-average fair value of employee stock options granted during the six months ended June 30, 2012 and 2011 was $50.11 and $122.16 per share, respectively.

The following table summarizes stock-based compensation expense, net of tax, related to stock option plans which was allocated as follows:
 

12


 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
 
(in thousands)
Fulfillment expenses
$
90

 
$
679

 
$
157

 
$
1,240

Marketing
817

 
1,485

 
2,221

 
2,734

Technology and development
10,440

 
7,005

 
21,040

 
12,297

General and administrative
7,103

 
6,367

 
14,364

 
11,529

Stock-based compensation expense before income taxes
18,450

 
15,536

 
37,782

 
27,800

Income tax benefit
(7,120
)
 
(5,973
)
 
(14,580
)
 
(10,720
)
Stock-based compensation after income taxes
$
11,330

 
$
9,563

 
$
23,202

 
$
17,080


Stock Repurchases

Under the Company’s current stock repurchase plan, announced on June 11, 2010, the Company is authorized to repurchase up to $300.0 million of its common stock through the end of 2012. The Company did not repurchase stock during the six months ended June 30, 2012. As of June 30, 2012, $41.0 million of this authorization remained. The timing and actual number of shares repurchased is at management’s discretion and will depend on various factors including price, corporate and regulatory requirements, debt covenant requirements, alternative investment opportunities and other market conditions.

7. Income Taxes

The effective tax rates for the three months ended June 30, 2012 and 2011 were 42.1% and 38.4%, respectively. The effective tax rates for the six months ended June 30, 2012 and 2011 were 56.5% and 38.6%, respectively. These rates differed from the federal statutory rate due primarily to state taxes which were partially offset by the California R&D tax credit. As of December 31, 2011, the Company had $28.1 million of gross unrecognized tax benefits. During the six months ended June 30, 2012, the Company had an increase in gross unrecognized tax benefits of approximately $1.4 million. The gross unrecognized tax benefits, if recognized by the Company, will result in a reduction of approximately $23.3 million to the provision for income taxes thereby favorably impacting the Company’s effective tax rate. The Company’s unrecognized tax benefits are classified as “Other non-current liabilities” on the Consolidated Balance Sheets. The Company includes interest and penalties related to unrecognized tax benefits within the "Provision for income taxes" on the Consolidated Statements of Operations. As of June 30, 2012, the total amount of gross interest and penalties accrued was $2.7 million, and is classified as “Other non-current liabilities” on the Consolidated Balance Sheet.
Deferred tax assets include $9.0 million and $10.0 million classified as “Other current assets” and $40.1 million and $28.3 million classified as “Other non-current assets” on the Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, respectively. In evaluating its ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. As of June 30, 2012 and December 31, 2011, it was considered more likely than not that substantially all deferred tax assets would be realized, and no significant valuation allowance was recorded.
Income tax benefits attributable to the exercise of employee stock options of $0.3 million and $18.3 million, during the three months ended June 30, 2012 and 2011, respectively, were recorded directly to "Additional paid-in capital" on the Consolidated Balance Sheets. Income tax benefits attributable to the exercise of employee stock options of $4.1 million and $33.4 million, during the six months ended June 30, 2012 and 2011, respectively, were recorded directly to "Additional paid-in capital" on the Consolidated Balance Sheets.

The Company files U.S. federal, state and foreign tax returns. The Company is currently under examination by the IRS for the years 2008 through 2010.  The Company is currently under examination by the state of California for the years 2006 and 2007. The years 1997 through 2005, as well as 2008 through 2010, remain subject to examination by the state of California. Given the potential outcome of the current examinations, as well as the impact of the current examination on the potential expiration of the statute of limitations, it is reasonably possible that the balance of unrecognized tax benefits could significantly change within the next twelve months. However, at this time, an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits cannot be made.


8. Commitments and Contingencies

Streaming Content

The Company had $5.0 billion and $4.8 billion of obligations at June 30, 2012 and December 31, 2011, respectively, including

13


agreements to acquire and license streaming content that represent current or long-term liabilities or that are not reflected on the Consolidated Balance Sheets because they do not meet content library asset recognition criteria. The license agreements that are not reflected on the Consolidated Balance Sheets do not meet content library asset recognition criteria because either the fee is not known or reasonably determinable for a specific title or it is known but the title is not yet available for streaming to subscribers.

For those agreements with variable terms, the Company does not estimate what the total obligation may be beyond any minimum quantities and/or pricing as of the reporting date. For those agreements that include renewal provisions that are solely at the option of the content provider, the Company includes the commitments associated with the renewal period to the extent such commitments are fixed or a minimum amount is specified.
The Company has entered into certain license agreements that include an unspecified or a maximum number of titles that the Company may or may not receive in the future and/or that include pricing contingent upon certain variables, such as theatrical exhibition receipts for the title. As of the reporting date, it is unknown whether the Company will receive access to these titles or what the ultimate price per title will be. Accordingly, such amounts are not reflected in the commitments described above. However such amounts are expected to be significant and the expected timing of payments could range from less than one year to more than five years.

The expected timing of payments for these obligations is as follows:
 
 
As of 
 
 
June 30,
2012
 
March 31,
2012
 
December 31,
2011
 
 
(in thousands)
 
Less than one year
$
2,053,397

 
$
1,874,417

(1)
$
1,713,445

(1)
Due after one year and through 3 years
2,427,772

 
2,374,734

 
2,384,373

 
Due after 3 years and through 5 years
482,281

 
505,553

 
650,480

 
Due after 5 years
60,298

 
74,155

 
74,696

 
Total streaming content obligations
$
5,023,748

 
$
4,828,859

 
$
4,822,994

 

(1) Prior period amounts have been presented to conform to the current period presentation which includes the streaming portion of current "Content liabilities" reflected on the Consolidated Balance Sheets. Note that total streaming content obligations remain unchanged with this presentation. Specifically, payments for streaming content obligations expected to be made in less than one year as of March 31, 2012 and December 31, 2011, as shown above, include $1.1 billion and $0.9 billion, respectively, of current "Content liabilities" reflected on the Consolidated Balance Sheets.

The Company has licenses with certain performing rights organizations (“PRO”), and is currently involved in negotiations with other PROs, that hold certain rights to musical compositions used in connection with streaming content. For the latter, the Company accrues for estimated royalties that are due to PROs and adjusts these accruals based on any changes in estimates. These amounts are included in the Company's streaming content obligations. While the Company anticipates finalizing these negotiations, the outcome of these negotiations is uncertain. The results of any negotiation may be materially different from management’s estimates.

Legal Proceedings
From time to time, in the normal course of its operations, the Company is a party to litigation matters and claims, including claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an 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 certain of its officers and directors. Two additional purported shareholder class action lawsuits were filed in the same court on January 27, 2012 and February 29, 2012, respectively, alleging substantially similar claims. These lawsuits have been consolidated and the Court has selected lead plaintiffs. Lead plaintiffs filed a consolidated complaint on June 26, 2012. The consolidated complaint alleges violations of the federal securities laws and seeks unspecified compensatory damages and other relief on behalf of a class of purchasers of the Company's common stock between October 20, 2010 and October 24, 2011. The complaint alleges among other things, that the Company issued materially false and misleading statements regarding the Company’s business practices and violated accounting rules concerning segment reporting, which led to artificially inflated stock prices. Management has determined a potential loss is

14


reasonably possible however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.
On November 23, 2011, the first of six purported shareholder derivative suits was filed in the Superior Court of California, Santa Clara County, against the Company and certain of its officers and directors. Five additional purported shareholder derivative suits were subsequently filed: two in the Superior Court of California, Santa Clara County on February 9, 2012 and May 2, 2012; and three in the United States District Court for the Northern District of California on February 13, 2012, February 24, 2012 and April 2, 2012. The purported shareholder derivative suits filed in the Northern District of California have been voluntarily dismissed. On July 5, 2012, the purported shareholder derivative suits filed in Santa Clara County were consolidated and lead counsel was appointed. A consolidated complaint has not yet been filed. The original complaints alleged, among other things, that the Company’s officers and directors breached their fiduciary duties, wasted valuable corporate assets, and were unjustly enriched as a result of causing the Company to buy back stock at artificially inflated prices to the detriment of the Company and its shareholders. Additionally, certain of the original complaints contained allegations regarding false and misleading statements surrounding the Company’s business practices and its contracts with content providers. Management has determined a potential loss is reasonably possible however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.
The Company is involved in other litigation matters not listed above but does not consider the matters to be material either individually or in the aggregate at this time. The Company’s view of the matters not listed may change in the future as the litigation and events related thereto unfold.

Indemnification
In the ordinary course of business, the Company has entered into contractual arrangements under which it has agreed to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract.
The Company’s obligations under these agreements may be limited in terms of time or amount, and in some instances, the Company may have recourse against third-parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary.
It is not possible to make a reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. No amount has been accrued in the accompanying financial statements with respect to these indemnification obligations.

9. Segment Information
Effective in the fourth quarter of 2011, the Company has three operating segments: Domestic streaming, International streaming and Domestic DVD. Segment information is presented along the same lines that the Company’s chief operating decision maker reviews the operating results in assessing performance and allocating resources. The Company’s chief operating decision maker reviews revenue and contribution profit (loss) for each of the reportable segments. Contribution profit (loss) is defined as revenues less cost of revenues and marketing expenses.
Revenues and the related credit card fees are attributed to the operating segment based on the nature of the underlying subscription (DVD or streaming) and the geographic region from which the subscription originates. Cost of revenues are primarily attributed to the operating segment based on the amounts directly incurred by the segment to obtain content and deliver it to the specific region. Certain allocations of corporate costs related to customer service are included in the total cost of revenues within each operating segment. Marketing is primarily comprised of advertising expenses which are generally included in the segment in which the expenditures are directly incurred. Marketing also includes an allocation of the cost of revenues incurred by that segment related to free trials.
There are no internal revenue transactions between the Company’s reportable segments. The Company's chief operating decision maker does not review an allocation of assets by reportable segment. The Domestic and International streaming segments derive revenue from monthly subscription services consisting solely of streaming content. The Domestic DVD segment derives revenue from monthly subscription services consisting solely of DVDs-by-mail.
Between the fourth quarter of 2010 and the third quarter of 2011, the Company had two operating segments: Domestic and International. During this time, the Company’s domestic streaming service and DVDs-by-mail operations were combined. Subscribers in the U.S. were able to receive both streaming services and DVDs under a single hybrid plan. Accordingly, revenues were generated and marketing expenses were incurred in connection with the subscription offerings as a whole. Therefore, it is impracticable to allocate revenues or marketing expenses or present discrete segment information for the Domestic streaming and Domestic DVD segments for periods prior to the fourth quarter of 2011.

15


In the third quarter of 2011, the Company made certain changes to its domestic pricing and plan structure which require subscribers who wish to receive both streaming services and DVDs-by-mail to have two separate subscription plans. Following this change, beginning in the fourth quarter of 2011, the Company was able to generate discrete financial information for its Domestic streaming and Domestic DVD operations and began reporting this information to the chief operating decision maker for review.
 The following tables represent segment information for the quarter ended June 30, 2012:
 
 
As of/ Three months ended June 30, 2012
 
Domestic
Streaming
 
International
Streaming
 
Domestic
DVD
 
Consolidated
 
(in thousands)
Total subscriptions at end of period (1)
23,938

 
3,624

 
9,240

 

Revenues
$
532,705

 
$
64,973

 
$
291,485

 
$
889,163

Cost of revenues and marketing expense
449,533

 
154,400

 
157,719

 
761,652

Contribution profit (loss)
$
83,172

 
$
(89,427
)
 
$
133,766

 
$
127,511

Other operating expenses
 
 
 
 
 
 
111,357

Operating income
 
 
 
 
 
 
16,154

Other income (expense)
 
 
 
 
 
 
(5,499
)
Provision for income taxes
 
 
 
 
 
 
4,491

Net income
 
 
 
 
 
 
$
6,164

 
As of/ Six months ended June 30, 2012
 
Domestic
Streaming
 
International
Streaming
 
Domestic
DVD
 
Consolidated
 
(in thousands)
Total subscriptions at end of period (1)
23,938

 
3,624

 
9,240

 

Revenues
$
1,039,370

 
$
108,398

 
$
611,186

 
$
1,758,954

Cost of revenues and marketing expense
889,690

 
300,508

 
331,287

 
1,521,485

Contribution profit (loss)
$
149,680

 
$
(192,110
)
 
$
279,899

 
$
237,469

Other operating expenses
 
 
 
 
 
 
223,250

Operating income
 
 
 
 
 
 
14,219

Other income (expense)
 
 
 
 
 
 
(10,589
)
Provision for income taxes
 
 
 
 
 
 
2,050

Net income
 
 
 
 
 
 
$
1,580


The following tables represent the Company’s segment information for the quarter ended June 30, 2011:
 
 
As of/ Three months ended June 30, 2011
 
Domestic
 
International
 
Consolidated
 
(in thousands)
Total unique subscribers at end of period (1)
24,594

 
967

 
25,561

Revenues
$
769,714

 
$
18,896

 
$
788,610

Cost of revenues and marketing expense
556,719

 
28,242

 
584,961

Contribution profit (loss)
$
212,995

 
$
(9,346
)
 
$
203,649

Other operating expenses
 
 
 
 
88,535

Operating income
 
 
 
 
115,114

Other income (expense)
 
 
 
 
(4,290
)
Provision for income taxes
 
 
 
 
42,610

Net income
 
 
 
 
$
68,214


16




 
As of/ Six months ended June 30, 2011
 
Domestic
 
International
 
Consolidated
 
(in thousands)
Total unique subscribers at end of period (1)
24,594

 
967

 
25,561

Revenues
$
1,475,988

 
$
31,175

 
$
1,507,163

Cost of revenues and marketing expense
1,076,108

 
51,263

 
1,127,371

Contribution profit (loss)
$
399,880

 
$
(20,088
)
 
$
379,792

Other operating expenses
 
 
 
 
162,438

Operating income
 
 
 
 
217,354

Other income (expense)
 
 
 
 
(8,290
)
Provision for income taxes
 
 
 
 
80,617

Net income
 
 
 
 
$
128,447




(1) A subscription is defined as the right to receive either the Netflix streaming service or Netflix DVD service. In connection with our subscription services, we offer free-trial memberships to new and certain rejoining members. A method of payment is required to be provided even during the free-trial period for the membership to be defined as a subscription and included in the above metrics. Total unique subscribers and total subscriptions include those subscribers who are on a free-trial. Paid unique subscribers and paid subscriptions exclude free trial memberships. A subscription would cease to be reflected in the above metrics as of the effective cancellation date. Voluntary cancellations become effective at the end of the monthly subscription period, while involuntary cancellation of the service, as a result of a failed method of payment, becomes effective immediately.

For purposes of determining the number of unique subscribers, domestic subscribers who have elected both a DVD and a streaming subscription plan are considered a single unique subscriber.

17


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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to statements regarding: our core strategy, net subscriber additions, contribution profit (loss) and margins, both domestically and internationally, international expansion, DVD and streaming subscription trends, consolidated revenues, profitability, content payments and expense, free cash flow, deferred tax assets, investments in DVD content, stock repurchases and future contractual obligations. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. These forward-looking statements can be identified by our use of words such as "anticipate", "expect", "will", "may" and derivations thereof. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission (“SEC”) on February 10, 2012, in particular the risk factors discussed under the heading “Risk Factors” in Part I, Item IA.

We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q, unless required by law.

Overview

We are the world’s leading Internet subscription service for enjoying TV shows and movies. Our subscribers can instantly watch as many TV shows and movies as they want, streamed over the Internet to their TVs, computers and mobile devices. Additionally, in the U.S., our subscribers can receive standard definition DVDs, and their high definition successor, Blu-ray discs (collectively referred to as “DVD”), delivered quickly to their homes.

Our core strategy is to grow our streaming subscription business domestically and globally. We are continuously improving the customer experience, with a focus on expanding our streaming content, enhancing our user interface and extending our streaming service to even more Internet-connected devices, while staying within the parameters of our consolidated net income (loss) and operating segment contribution profit (loss) targets. Contribution profit (loss) is defined as revenue less cost of revenues and marketing expenses.

We are a pioneer in the Internet delivery of TV shows and movies, launching our streaming service in 2007. Since this launch, we have developed an ecosystem of 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 a result of these efforts, we have experienced growing consumer acceptance of and interest in the delivery of TV shows and movies directly over the Internet. We believe that the DVD portion of our domestic service will be a fading differentiator to our streaming success. Historically, our acquisition of new subscriptions has been seasonal with the first and fourth quarters representing our strongest net subscription additions and our second quarter representing the lowest net subscription additions in a calendar year.

Prior to July 2011, in the U.S., our streaming and DVDs-by-mail operations were combined and subscribers could receive both streaming content and DVDs under a single “hybrid” plan. In July 2011, we introduced DVD only plans and separated the combined plans, making it necessary for subscribers who wish to receive both streaming services and DVDs-by-mail to have two separate subscription plans. This resulted in a price increase for our members who were taking a hybrid plan. We made a subsequent announcement during the third quarter of 2011 concerning the rebranding of our DVDs-by-mail service and the separation of the DVDs-by-mail and streaming websites. The consumer reaction to the price change, and to a lesser degree, the branding announcement, was very negative leading to significant customer cancellations. We subsequently retracted our plans to rebrand our DVDs-by-mail service and separate the DVDs-by-mail and streaming websites.

In September 2010, we began international operations by offering our streaming service in Canada. In September 2011, we expanded our streaming service to Latin America and the Caribbean. In January 2012, we launched our streaming service in the United Kingdom ("U.K.") and Ireland. We anticipate significant contribution losses in the International streaming segment in 2012. We anticipate expanding our International operations to another market in the fourth quarter of 2012.
 
As a result of the changes to our pricing and plan structure, we no longer offer a single subscription plan including both DVDs-by-mail and streaming in the U.S. Domestic subscribers who wish to receive DVDs-by-mail and watch streaming content must elect both a DVDs-by-mail subscription plan and a streaming subscription plan. Accordingly, beginning with the third quarter of 2011, management views the number of paid subscriptions as the key driver of revenues. The following metrics reflect these changes.


18


 
As of /Three Months Ended,
Subscription Metrics (1):
June 30,
2012
 
March 31,
2012
 
June 30,
2011
 
(in thousands)
Domestic streaming:
 
 
 
 
 
Net additions
528

 
1,739

 
 
Paid subscriptions at end of period
22,686

 
22,022

 
 
Total subscriptions at end of period
23,938

 
23,410

 
 
International streaming:
 
 
 
 
 
Net additions
559

 
1,207

 
164

Paid subscriptions at end of period
3,024

 
2,409

 
857

Total subscriptions at end of period
3,624

 
3,065

 
967

Domestic DVD:
 
 
 
 
 
Net losses
(849
)
 
(1,076
)
 
 
Paid subscriptions at end of period
9,145

 
9,958

 
 
Total subscriptions at end of period
9,240

 
10,089

 
 
Consolidated:
 
 
 
 
 
Net unique subscriber additions during period (2)
979

 
2,886

 
1,961

Paid unique subscribers at end of period (2)
28,254

 
27,083

 
24,120

Total unique subscribers at end of period (2)
30,118

 
29,139

 
25,561


(1)
A subscription is defined as the right to receive either the Netflix streaming service or Netflix DVD service. In connection with our subscription services, we offer free-trial memberships to new and certain rejoining members. A method of payment is required to be provided even during the free-trial period for the membership to be defined as a subscription and included in the above metrics. Total unique subscribers and total subscriptions include those subscribers who are on a free-trial. Paid unique subscribers and paid subscriptions exclude free trial memberships. A subscription would cease to be reflected in the above metrics as of the effective cancellation date. Voluntary cancellations become effective at the end of the monthly subscription period, while involuntary cancellation of the service, as a result of a failed method of payment, becomes effective immediately.
(2)
For purposes of determining the number of unique subscribers, domestic subscribers who have elected both a DVD and a streaming subscription plan are considered a single unique subscriber.

The following represents our consolidated performance highlights:
 
Three Months Ended
 
Change
 
June 30,
2012
 
March 31,
2012
 
June 30,
2011
 
Q2'12 vs. Q1'12
 
Q2'12 vs. Q2'11
 
(in thousands, except per share data)
 
 
 
 
Revenues
$
889,163

 
$
869,791

 
$
788,610

 
2
%
 
13
 %
Operating income (loss)
16,154

 
(1,935
)
 
115,114

 
NM

 
(86
)%
Net income (loss)
6,164

 
(4,584
)
 
68,214

 
NM

 
(91
)%
Diluted earnings per share
0.11

 
(0.08
)
 
1.26

 
NM

 
(91
)%
Free cash flow (3)
11,168

 
2,149

 
59,545

 
420
%
 
(81
)%
 

(3) See “Liquidity and Capital Resources” for a definition of “free cash flow” and a reconciliation of “net cash provided by operating activities” to “free cash flow.”
Consolidated revenues for the second quarter of 2012 were relatively flat as compared to the first quarter of 2012 while consolidated net income increased by $10.7 million from a first quarter consolidated net loss of $4.6 million to a consolidated net income of $6.2 million. The increase is primarily due to lower marketing expenses both domestically and internationally. We expect consolidated revenues to increase at a modest pace sequentially in future quarters driven by the growth in global streaming subscriptions and partially offset by a decline in domestic DVD subscriptions. Investments in streaming content and marketing to support new international markets, including the launch planned in the fourth quarter of 2012, may result in future consolidated net losses.

19


Free cash flow for the three months ended June 30, 2012 increased $9.0 million as compared to the three months ended March 31, 2012 to $11.2 million. Free cash flow of $11.2 million was slightly higher than our consolidated net income of $6.2 million and improved quarter-over-quarter largely because of the sequential improvement in net income. Significant sources of cash flow in the quarter (relative to net income) were non-cash stock compensation, depreciation expense in excess of property and equipment purchases, and miscellaneous increases to accounts payable and accrued expenses, which more than offset cash payments for content (in excess of the expense) and our bi-annual cash payment for interest on our notes.  The excess streaming and DVD content payments over expense will continue to fluctuate over time based on new content licenses domestically and internationally and in particular may increase as a result of higher up-front cash requirements for original content. We expect that free cash flow in future periods will be negatively impacted by investments in new International markets and in original content and that we may use cash for the year ended December 31, 2012.
Segment Overview
The following tables set forth, for the periods presented, financial information for each of our reportable segments including revenues from subscriptions and contribution profit (loss) which is the measure of profitability used by our chief operating decision maker. The information contained in the tables below should be read in conjunction with the consolidated financial statements, notes to the consolidated financial statements and the entirety of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Three months ended June 30, 2012
 
Domestic
Streaming
 
International
Streaming
 
Domestic
DVD
 
Consolidated
 
(in thousands)
Revenues
$
532,705

 
$
64,973

 
$
291,485

 
$
889,163

Cost of revenues and marketing expense
449,533

 
154,400

 
157,719

 
761,652

Contribution profit (loss)
$
83,172

 
$
(89,427
)
 
$
133,766

 
$
127,511


 
Three months ended March 31, 2012
 
Domestic
Streaming
 
International
Streaming
 
Domestic
DVD
 
Consolidated
 
(in thousands)
Revenues
$
506,665

 
$
43,425

 
$
319,701

 
$
869,791

Cost of revenues and marketing expense
440,157

 
146,108

 
173,568

 
759,833

Contribution profit (loss)
$
66,508

 
$
(102,683
)
 
$
146,133

 
$
109,958


 
Three months ended June 30, 2011 (1)
 
Domestic
 
International
 
Consolidated
 
(in thousands)
Revenues
$
769,714

 
$
18,896

 
$
788,610

Cost of revenues and marketing expense
556,719

 
28,242

 
584,961

Contribution profit (loss)
$
212,995

 
$
(9,346
)
 
$
203,649

(1) Presented using our segment reporting prior to the fourth quarter of 2011. Prior to the fourth quarter of 2011, our domestic streaming service and DVDs-by-mail operations were combined.

Our core strategy is to grow a streaming subscription business domestically and globally. As we grow our streaming subscription segments, we have shifted spending away from the Domestic DVD segment to invest more in streaming content and marketing our streaming services. Content acquisition and licensing expenses are higher as a percentage of revenues for the Domestic and International Streaming segments as compared to the Domestic DVD segment. Content delivery expenses and fulfillment expenses tend to be lower for the streaming business. Marketing costs for the streaming business are higher as a percentage of revenues given our focus on building consumer awareness of the streaming offerings. Marketing costs are immaterial for the Domestic DVD segment. As a result of our focus on growing the streaming segments, contribution margins for the Domestic and International Streaming segments are lower than for our Domestic DVD segment. Also impacting the Domestic streaming segment was the loss of subscribers resulting from the consumer reaction to the pricing and plan changes made in the third quarter of 2011. We expect that the investments in content and marketing associated with the streaming service segments will slow relative to revenue to allow for contribution margin expansion over time. Streaming content rights are generally specific to a geographic region and accordingly our international expansion will require us to obtain additional streaming content licenses to support new global markets.

20


Our Domestic Streaming segment had a contribution margin of 16% for the second quarter of 2012, up from 13% in the first quarter of 2012. We expect further contribution margin expansion as investments in domestic content and marketing grow slower than domestic streaming revenue. Average number of paying domestic streaming subscriptions increased 6% from March 31, 2012 to June 30, 2012, driving a 5% increase in Domestic streaming revenues. Net subscription additions were seasonally low in the second quarter of 2012, and are expected to be higher in the third quarter and the fourth quarter of 2012. Content acquisition and licensing expense for our Domestic streaming segment represent the vast majority of expenses for this segment and increased in line with revenues at 5% quarter over quarter. Marketing decreased by 11% due to reduced spending reflective of the seasonal low in subscriber net additions for the second quarter. There were no material variances in content delivery or fulfillment over this period for the Domestic streaming segment.
Our International Streaming segment does not benefit from the established subscriber base that exists for the Domestic Streaming segment. As a result of having to build a member base from zero, investments in streaming content and marketing for our International segment are larger initially relative to revenues, in particular as new territories are launched. Marketing expenses incurred by our International streaming segment have been significant and will fluctuate dependent upon the number of International territories in which our streaming service is offered and the timing of the launch of new territories. Typically for a specific territory, marketing expenses represent a larger percentage of total expenses at launch. The contribution losses for our International segment have been significant and we expect will continue to be significant as we expand globally. Our International streaming segment had a contribution loss of $89.4 million for the second quarter of 2012 compared to a contribution loss of $102.7 million in the first quarter of 2012. International streaming subscriptions increased 18% from March 31, 2012 to June 30, 2012, and the number of average paid subscriptions increased even more at 41% from the first to second quarters of 2012 due to conversion of free trial members. The increase in average paid subscriptions was the driver of the 50% increase in International streaming revenues in the second quarter of 2012 as compared to the first quarter of 2012. International streaming subscriptions account for 13% of total streaming subscriptions at the end of the second quarter. The increase in revenues was coupled with a 16% decrease in marketing expenses which were higher in the first quarter to support the launch of our service in the U.K. and Ireland, and was offset by increases in content acquisition and licensing expenses of 18%. Content acquisition and licensing expense for our International streaming segment represent the vast majority of costs of revenues. Content delivery and fulfillment expenses are not a material contributor to the contribution loss in our International segment.
The Domestic DVD segment had a contribution profit of 46% consistent with the first quarter of 2012. Given that our core strategy is to grow a streaming subscription business both domestically and internationally, we do not expect future investments in DVD content, technology or marketing to be material. Current and future expenses for the Domestic DVD segment are primarily variable in nature such as shipping and packaging associated with delivery of DVDs-by-mail. As a result, contribution margins for the Domestic DVD segment are expected to be relatively flat for the remainder of the year while DVD subscription declines continue to moderate. DVD subscriptions decreased 8% from March 31, 2012 to June 30, 2012, due to cancellations during the quarter, resulting in a 9% decrease in Domestic DVD revenues. The decline in revenues was in line with the declines in DVD content acquisition expenses (10%) and DVD delivery and fulfillment expenses (8%).

Consolidated Results of Operations
The following table sets forth, for the periods presented, the line items on our Consolidated Statements of Operations as a percentage of total revenues. The information contained in the table below should be read in conjunction with the consolidated financial statements, notes to the consolidated financial statements and the entirety of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 

21


 
Three Months Ended
 
Six Months Ended
 
June 30,
2012
 
March 31,
2012
 
June 30,
2011
 
June 30,
2012
 
June 30,
2011
Revenues
100
 %
 
100
 %
 
100
 %
 
100
 %
 
100
 %
Cost of revenues:
 
 
 
 
 
 
 
 
 
Subscription
65
 %
 
65
 %
 
54
 %
 
65
 %
 
53
 %
Fulfillment expenses
7
 %
 
7
 %
 
8
 %
 
7
 %
 
8
 %
Total cost of revenues
72
 %
 
72
 %
 
62
 %
 
72
 %
 
61
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
Marketing
13
 %
 
16
 %
 
12
 %
 
14
 %
 
13
 %
Technology and development
9
 %
 
9
 %
 
7
 %
 
9
 %
 
7
 %
General and administrative
4
 %
 
3
 %
 
4
 %
 
4
 %
 
4
 %
Total operating expenses
26
 %
 
28
 %
 
23
 %
 
27
 %
 
24
 %
Operating income (loss)
2
 %
 
 %
 
15
 %
 
1
 %
 
15
 %
Other income (expense):
 
 
 
 
 
 
 
 
 
Interest expense
(1
)%
 
(1
)%
 
(1
)%
 
(1
)%
 
(1
)%
Interest and other income (expense)
 %
 
 %
 
 %
 
 %
 
 %
Income (loss) before income taxes
1
 %
 
(1
)%
 
14
 %
 
 %
 
14
 %
Provision (benefit) for income taxes
 %
 
 %
 
5
 %
 
 %
 
5
 %
Net income (loss)
1
 %
 
(1
)%
 
9
 %
 
 %
 
9
 %
 
Revenues
We derive our revenues from monthly subscription fees and recognize subscription revenues ratably over each subscriber’s monthly subscription period. We currently generate substantially all of our revenues in the U.S.
In the Domestic streaming segment, we derive revenues from services consisting solely of streaming content offered through a subscription plan priced at $7.99 per month. In the Domestic DVD segment, we derive revenues from our DVDs-by-mail subscription services. The price per plan for DVDs-by-mail varies from $4.99 to $43.99 per month based on the number of DVDs that a subscriber may have out at any given point. Customers electing access to high definition Blu-ray discs in addition to standard definition DVDs pay a surcharge ranging from $2 to $4 per month for our most popular plans.
In July 2011, in the U.S., we introduced DVD only plans and separated DVDs-by-mail and streaming making it necessary for subscribers who opt to receive both streaming and DVDs-by-mail to have two separate subscription plans. As subscribers were able to receive both streaming and DVDs-by-mail under a single hybrid plan prior to the fourth quarter of 2011, it is impracticable to allocate revenues to the Domestic streaming and Domestic DVD segments prior to the fourth quarter of 2011.
In the International streaming segment, we derive revenues from services consisting solely of streaming content offered through a subscription plan priced at approximately the equivalent of USD7.99 per month. In September 2010, we began international operations in Canada. We expanded to Latin America and the Caribbean in September 2011 and the U.K. and Ireland in January 2012.

Three months ended June 30, 2012 as compared to the three months ended June 30, 2011 (1)
 
 
Three Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
Q2'12 vs. Q2'11
 
(in thousands, except percentages)
Revenues
$
889,163

 
$
788,610

 
13
%
Domestic
824,190

 
769,714

 
7
%
International
64,973

 
18,896

 
244
%
(1) Presented using our segment reporting prior to the fourth quarter of 2011. The Domestic segment consists of both our domestic streaming service and DVDs-by-mail as prior to the fourth quarter of 2011, our domestic streaming service and DVDs-by-mail operations were combined.

22


The $100.6 million increase in our consolidated revenues was due to the $54.5 million increase in domestic revenues and a $46.1 million increase in international revenues. Domestic revenues increased 7% as a result of the 12% growth in the domestic average number of unique paying subscribers driven by new streaming subscriptions. This increase was offset in part by a 4% decline in domestic average monthly revenue per unique paying subscriber, resulting from the popularity of the streaming subscription service and a decline in the percentage of unique paying subscribers electing both a streaming and a DVD subscription. During the three months ended June 30, 2012, 85% of our new gross domestic unique subscribers chose only a streaming subscription compared to 72% in the three months ended June 30, 2011. As of June 30, 2012, only 25% of our domestic unique subscribers had both a streaming and DVD subscription compared to 72% as of June 30, 2011.
International revenues increased by $46.1 million primarily due to our launch in Latin America and the Caribbean in September 2011 and our launch in the U.K. and Ireland in January 2012.
Six months ended June 30, 2012 as compared to the six months ended June 30, 2011 (1)
 
 
Six Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
YTD'12 vs. YTD'11
 
(in thousands, except percentages)
Revenues
$
1,758,954

 
$
1,507,163

 
17
%
Domestic
1,650,556

 
1,475,988

 
12
%
International
108,398

 
31,175

 
248
%
(1) Presented using our segment reporting prior to the fourth quarter of 2011. Prior to the fourth quarter of 2011, our domestic streaming service and DVDs-by-mail operations were combined.

The $251.8 million increase in our consolidated revenues was due to the $174.6 million increase in domestic revenues and $77.2 million increase in international revenues. Domestic revenues increased 12% as a result of the 16% growth in the domestic average number of unique paying subscribers driven by new streaming subscriptions. This increase was offset in part by a 4% decline in domestic average monthly revenue per unique paying subscriber, resulting from the popularity of the streaming subscription service and a decline in the percentage of unique paying subscribers electing both a streaming and a DVD subscription.
International revenues increased by $77.2 million primarily due to our launch in Latin America and the Caribbean in September 2011 and our launch in the U.K. and Ireland in January 2012.
Three months ended June 30, 2012 as compared to the three months ended March 31, 2012
 
Three Months Ended
 
Change
 
June 30,
2012
 
March 31,
2012
 
Q2'12 vs. Q1'12
 
(in thousands, except percentages)
Revenues
$
889,163

 
$
869,791

 
2
 %
Domestic streaming
532,705

 
506,665

 
5
 %
International streaming
64,973

 
43,425

 
50
 %
 Domestic DVD
291,485

 
319,701

 
(9
)%
The $19.4 million increase in our consolidated revenues was due to the $26.0 million increase in Domestic streaming revenues and the $21.5 million increase in International streaming revenues. Domestic streaming revenues increased 5% as a result of the growth in the average number of paying streaming subscriptions. International streaming revenues increased 50% as a result of the growth in the average number of paying international streaming subscriptions resulting from both the conversion of free trial members to paid subscriptions following our launch in the U.K. and Ireland in the first quarter of 2012 and from continued subscription growth across all other international regions. These increases in streaming revenues were offset by a $28.2 million decrease in Domestic DVD revenue due to a decrease in the average number of paying DVD subscriptions.
We expect streaming subscriptions both domestically and internationally to continue to grow and DVD subscription declines to continue to moderate. As a result, we expect consolidated revenues to increase at a modest pace sequentially in future quarters.

23



Cost of Revenues

Cost of revenues consists of expenses related to the acquisition and licensing of content, content delivery expenses and fulfillment expenses. Costs related to free-trial periods are allocated to marketing expenses.

Content acquisition and licensing expenses consist primarily of amortization of streaming content licenses, which may or may not be recognized in the streaming content library, amortization of DVD content library and revenue sharing expenses. We obtain content through streaming content license agreements, DVD direct purchases and DVD revenue sharing agreements with studios, distributors and other suppliers. Content agreements are made in the ordinary course of business and our business is not substantially dependent on any particular agreement.

Content delivery expenses consist of the postage costs to mail DVDs to and from our paying subscribers, the packaging and label costs for the mailers and all costs associated with delivering streaming content over the Internet. We utilize both our own and third-party content delivery networks to help us efficiently stream content in high volume to our subscribers over the Internet.

Fulfillment expenses represent those expenses incurred in content processing including operating and staffing our shipping centers, as well as receiving, encoding, inspecting and warehousing our content library. Fulfillment expenses also include operating and staffing our customer service centers and credit card fees.

Three months ended June 30, 2012 as compared to the three months ended June 30, 2011

 
Three Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
Q2'12 vs. Q2'11
 
(in thousands, except percentages)
Total cost of revenues
$
643,428

 
$
489,978

 
31
%
As a percentage of revenues
72
%
 
62
%
 
 

The $153.5 million increase in cost of revenues was primarily due to the following factors:
Content acquisition and licensing expenses increased by $203.2 million. This increase was primarily due to the 41% increase in the Domestic segment. The launches in Latin America and the U.K. and Ireland have also increased our content expenses in the International segment. The increases in both Domestic and International content acquisition expense are due to the continued investments in existing and new streaming content available for viewing to our subscribers.
Content delivery expenses decreased $47.7 million primarily due to a 44% decrease in the number of DVDs mailed for paid subscriptions. The decrease in the number of DVDs mailed was driven by the decrease in the average number of paid DVD subscriptions. Costs associated with our use of our own and third-party streaming content delivery networks increased 41% but were not a significant contributor to the total variance in content delivery expense.
Six months ended June 30, 2012 as compared to the six months ended June 30, 2011

 
Six Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
YTD'12 vs. YTD'11
 
(in thousands, except percentages)
Total cost of revenues
$
1,267,361

 
$
928,129

 
37
%
As a percentage of revenues
72
%
 
61
%
 
 

The $339.2 million increase in cost of revenues was primarily due to the following factors:
 
Content acquisition and licensing expenses increased by $437.7 million. This increase was primarily due to the 55% increase in the Domestic segment. The launches in Latin America and the U.K. and Ireland have also increased our content expenses in the International segment. The increases in both Domestic and International content acquisition expense were due to the continued investments in existing and new streaming content available for viewing to our subscribers.
Content delivery expenses decreased $95.3 million primarily due to a 43% decrease in the number of DVDs mailed for paid subscriptions. The decrease in the number of DVDs mailed was driven by the decrease in the average paid DVD subscriptions.

24


Costs associated with our use of our own and third-party streaming content delivery networks increased 44% but were not a significant contributor to the total variance in content delivery expense.
Three months ended June 30, 2012 as compared to the three months ended March 31, 2012

 
Three Months Ended
 
Change
 
June 30,
2012
 
March 31,
2012
 
Q2'12 vs. Q1'12
 
(in thousands, except percentages)
Total cost of revenues
$
643,428

 
$
623,933

 
3
%
As a percentage of revenues
72
%
 
72
%
 
 

The $19.5 million increase in cost of revenues was primarily due to the following factors:
 
Content acquisition and licensing expenses increased by $26.0 million. This increase was attributable to the 18% increase in the International segment due to an increase in streaming content titles available in our International locations and to the 5% increase in the Domestic segment due to the continued investments in existing and new streaming content available for viewing to our domestic subscribers. These increases were offset by a decrease in the Domestic DVD segment of 10%.
Content delivery expenses decreased $6.4 million primarily due to an 11% decrease in the number of DVDs mailed for paid subscriptions. The decrease in the number of DVDs mailed was driven by a 9% decline in the number of average paying DVD subscriptions. Costs associated with our use of our own and third-party streaming content delivery networks increased 7%.

Marketing
Marketing expenses consist primarily of advertising expenses and also include payments made to our affiliates and consumer electronics partners and payroll related expenses. Advertising expenses include promotional activities such as television and online advertising as well as allocated costs of revenues relating to free trial periods. Payments to our affiliates and consumer electronics partners may be in the form of a fixed-fee or may be a revenue sharing payment.

Three months ended June 30, 2012 as compared to the three months ended June 30, 2011
 
 
Three Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
Q2'12 vs. Q2'11
 
(in thousands, except percentages)
Marketing
$
118,224

 
$
94,983

 
24
%
As a percentage of revenues
13
%
 
12
%
 
 
 
The $23.2 million increase in marketing expenses was primarily due to a $25.5 million increase in marketing program spending primarily in television and online advertising. International marketing expenses increased by 210% as expenses were higher in the second quarter of 2012 to support the marketing of our service in Latin America and the Caribbean and U.K. and Ireland. Domestic marketing expenses decreased by 10%.
Six months ended June 30, 2012 as compared to the six months ended June 30, 2011
 
 
Six Months Ended
 
Change
 
June 30,
2012
 
June 30,
2011
 
YTD'12 vs. YTD'11
 
(in thousands, except percentages)
Marketing
$
254,124

 
$
199,242

 
28
%
As a percentage of revenues
14
%
 
13
%
 
 
 
The $54.9 million increase in marketing expenses was primarily due to a $60.8 million increase in marketing program spending primarily

25


in television and online advertising. International marketing expenses increased by 253% as expenses were higher in the first half of 2012 to support the launch of our service in the U.K. and Ireland and continued marketing in Latin America and the Caribbean. Domestic marketing expenses decreased by 10%.
Three months ended June 30, 2012 as compared to the three months ended March 31, 2012
 
 
Three Months Ended
 
Change
 
June 30,
2012
 
March 31,
2012
 
Q2'12 vs. Q1'12
 
(in thousands, except percentages)
Marketing
$
118,224

 
$
135,900

 
(13
)%
As a percentage of revenues
13
%
 
16
%