In re Netflix, Inc., Securities Litigation

964 F. Supp. 2d 1188, 2013 WL 4479255, 2013 U.S. Dist. LEXIS 118118
CourtDistrict Court, N.D. California
DecidedAugust 20, 2013
DocketNo. 12-00225 SC
StatusPublished
Cited by1 cases

This text of 964 F. Supp. 2d 1188 (In re Netflix, Inc., Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Netflix, Inc., Securities Litigation, 964 F. Supp. 2d 1188, 2013 WL 4479255, 2013 U.S. Dist. LEXIS 118118 (N.D. Cal. 2013).

Opinion

ORDER GRANTING MOTION TO DISMISS

SAMUEL CONTI, District Judge.

I, INTRODUCTION .

Plaintiffs Arkansas Teacher Retirement System and State-Boston Retirement Sys[1189]*1189tem (“Plaintiffs”) bring this putative securities class action against Netflix, Inc. (“Netflix”); Netflix Co-Founder, Chairman of the Board, and CEO Reed Hastings (“Hastings”); current Netflix CFO David Wells (“Wells”); and Barry McCarthy (“McCarthy”), Netflix’s CFO until December 10, 2010 (collectively “Defendants”).

Now before the Court is Defendants’ Motion to Dismiss Plaintiffs’ First Amended Consolidated Class Action Complaint. ECF Nos. 105 (“FAC”), 108 (“Mot”). The motion is fully briefed, ECF Nos. 110 (“Opp’n”), 111 (“Reply”), and is suitable for determination without oral argument, Civ. L.R. T — 1(b). For the reasons set forth below, the Court GRANTS Defendants’ Motion to. Dismiss and DISMISSES the CCAC with prejudice.

II. BACKGROUND

A. Factual Overview

Netflix is a public corporation that purports to be the leading Internet subscription service for viewing movies and television shows (collectively “movies”). FAC ¶ 3. Netflix currently allows consumers to watch movies either by streaming them over the Internet directly to their televisions, computers, or mobile devices, or by receiving DVDs sent to their homes. Id.

Netflix provided no streaming services — only DVDs by mail — from 1999 to 2007. Id. ¶¶ 38-49. In 2007 Netflix began to allow its subscribers to stream movies via the “hybrid plan,” the only plan it offered at the time, which allowed subscribers both to stream movies and to receive DVDs. Id. ¶ 41.

In November 2010, as part of its plan to develop its streaming services further, Netflix decided to offer its subscribers a stand-alone streaming plan in addition to the hybrid plan. Id. ¶ 57. The hybrid plan cost $9.99 per month, and the new streaming-only- plan cost $7.99 per month. Id. Shortly before this change, in October 2010, Defendants explained that the expansion of Netflix’s streaming business would depend partly on its continually adding customers who wanted streaming content. Id. ¶¶ 51-52. Those customers’ subscription payments would fuel the acquisition of more streaming content, attracting still more streaming-focused customers; Id. Netflix also planned to offset some of the increasing content costs by decreasing DVD-related expenditures. See id. ¶¶ 51-53. Netflix’s increasing focus on streaming was partly driven by its conclusion that more people were joining Netflix and subscribing to the hybrid plan to use streaming, but not renting any DVDs. Id.

During the Class Period, Netflix’s subscriber count steadily increased each quarter. Id. ¶ 54; cf. 199-200. Its stock price followed suit, rising from a closing price of $153.15 on October 20, 2010 to a high of $298.73 on July 13, 2011. Id. ¶¶ 12, 55, 64. On July 12, 2011, however, Netflix announced that effective September 1, 2011 for existing subscribers and immediately for new ones, it would no longer offer its hybrid plan. Id. ¶ 122. Instead, it would offer separate DVD-only and streaming-only plans, both for $7.99 per month. Id. Subscribers who previously had access to both DVD and streaming services for $9.99 per month under the hybrid plan would now have to pay $15.98 to subscribe to the new, separate plans. Id. Netflix’s subscribers were unhappy, and Netflix experienced a net loss in customers for the first time in years. See id. ¶ 143.

Netflix’s fortunes fell further in September 2011. First, on September 2, the cable channel Starz announced that it would not renew its streaming contract with Netflix effective February 28, 2012. Id. ¶ 129.

[1190]*1190Second, on September 15, Netflix reported that it expected to lose one million subscribers during the third quarter of 2011 — the first quarter in years that would close with a net loss in subscribers. Id. ¶¶ 136, 199-200. After the announcement, Netflix’s stock price dropped by $39.46 to close at $169.25. Id. ¶¶ 136-37. Nevertheless, Netflix stood behind its decision as “the right choice.” Id. ¶ 380.

Third, on September 19, 2011, Netflix announced that it planned to spin off its DVD services into a new subsidiary called “Qwikster.” Id. ¶ 125. Netflix planned to continue to provide streaming services via its own subscription plans and website, separately from the Qwikster subsidiary. Id. Netflix’s customers again recoiled from this change, and Netflix lost still more subscribers. See id. ¶¶ 136-37; see also Def.’s RJN Ex. 3, at 15.1 Netflix soon abandoned the Qwikster idea, but continued its planned separation of the DVD-only and streaming-only plans, thereby doing away with the hybrid plan altogether. See FAC ¶¶ 122,127.

Shortly thereafter, on October 24, 2011, in documents related to the fourth quarter of 2011 (“4Q11”), Netflix began to report discrete financial information for the now-entirely-separate DVD-only and streaming-only plans — information that had previously been unavailable. Id. ¶ 141. In its 4Q11 reports, Netflix announced that its “contribution margin for domestic streaming [would] be low in 4Q11 at around 8% ... due to [its] increasing content spend,” whereas Netflix’s DVD business had a contribution profit of 50-52%. Id. ¶ 142. Netflix continued to stand by its decision to offer the DVD and streaming subscription plans as separate services with separate prices, but admitted that it had made the change too quickly, compounding the problem “with [a] lack of explanation about the rising cost of the expansion of streaming content, and steady DVD costs.” Id. ¶ 210. Netflix also stated that more long-term members canceled their subscriptions in response to the pricing changes than expected, thereby making Netflix’s 4Q11 profits and revenues lower than predicted, though Netflix would remain profitable overall. Id. After this announcement, Netflix’s stock price fell $41.47 per share to close at $77.37 per share on October 25, 2011. Id. ¶ 211.

Plaintiffs, Netflix shareholders, now sue Defendants for alleged violations of the federal securities laws. Their claims are all based on the theory that, between October 20, 2010 and October 24, 2011 (the “Class Period”), Defendants misled investors about the prospects of the new streaming-focused model, thereby artificially inflating Netflix’s stock price and leading to a stock drop of almost 67 percent after the alleged falsity of those statements was revealed.

Plaintiffs allege that all Defendants violated Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Securities Exchange Commission (“SEC”) Rule 10b-5; that the individual Defendants violated Section 20(a) of the Act; and that Hastings violated Section 20A of the Act. Id. ¶¶ 330-55.

B. Procedural Summary

The previous pleading in this case, Plaintiffs’ Consolidated Class Action Com[1191]*1191plaint, was the subject of a motion to dismiss decided on February 13, 2013. ECF Nos. 89 (“CCAC”), 102 (“Order”).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Nathanson v. Polycom, Inc.
87 F. Supp. 3d 966 (N.D. California, 2015)

Cite This Page — Counsel Stack

Bluebook (online)
964 F. Supp. 2d 1188, 2013 WL 4479255, 2013 U.S. Dist. LEXIS 118118, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-netflix-inc-securities-litigation-cand-2013.