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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 30, 2001
(Date of earliest event reported)
TIVO INC.
(exact name of registrant as specified in its charter)
Delaware Commission File:
(State or other jurisdiction 000-27141 77-0463167
of incorporation or ---------------- -------------------
organization) (I.R.S. Employer
Identification No.)
2160 Gold Street
P.O. Box 2160
Alviso, California 95002
(Address of Principal executive offices, including zip code)
(408) 519-9100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 30, 2001, we reported financial results for the second quarter ended
July 31, 2001. During the second quarter, we activated 40,000 new subscribers to
the TiVo Service, bringing the total subscriber base to approximately 229,000 as
of July 31, 2001.
Revenue for the quarter increased 28% to $4.1 million, compared with $3.2
million for the three-month period ended April 30, 2001. Net loss for the
quarter was $34.5 million, or $(0.82) per share, compared with a net loss of
$50.2 million, or $(1.20) per share, in the first quarter.
Revenue grew 28%, compared to the first quarter and four-fold over last year's
first quarter. Our total subscriber base grew by 21% in the quarter and
increased 332% compared to the second quarter of last year. Major drivers
contributing to the results were price incentives from our consumer electronics
partners, retail execution, increased TiVo brand awareness, and a new
advertising campaign.
On August 28, we closed a $51.75 million private placement with financial and
strategic investors. Three of our existing commercial partners, Discovery, NBC
and British Sky Broadcasting, contributed a total of $22 million, consisting of
cash and promotional services, to this offering.
We also announced the rollout of a major service upgrade that will allow
subscribers to watch and record two shows at once. The dual tuner feature is
available through a service update to all current subscribers with a DIRECTV
receiver with TiVo. All new DIRECTV TiVo combination receivers will be provided
with the upgrade automatically after activation of their TiVo and DIRECTV
services.
TIVO INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended Six Months Ended
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July 31, 2001 July 31, 2000 July 31, 2001 July 31, 2000
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Revenue $ 4,106 $ 869 $ 7,302 $ 1,368
Costs and expenses:
Cost of service 4,415 4,295 9,911 9,289
Research and development 6,786 6,788 13,613 11,632
Sales and marketing 5,756 16,422 18,776 24,901
Sales and marketing - related parties 16,146 9,293 39,634 12,635
General and administrative 4,288 3,720 8,796 6,698
Stock based compensation 339 808 628 1,782
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Total operating expenses 37,730 41,326 91,358 66,937
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Loss from operations (33,624) (40,457) (84,056) (65,569)
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Other income and expenses, net 3 1,476 1,343 3,141
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Net loss $ (33,621) $ (38,981) $ (82,713) $ (62,428)
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Series A preferred stock dividend 840 1,932
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Net loss attributable to common stock $ (34,461) $ (38,981) $ (84,645) $ (62,428)
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Net loss per share - basic and diluted $ (0.82) $ (1.09) $ (2.02) $ (1.75)
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Shares used in per share computation 42,095 35,865 41,941 35,663
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Other Data
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Net Activations 40,000 15,000 75,000 30,000
Cumulative Subscribers 229,000 53,000 229,000 53,000
Adjusted EBITDA* ('000s) $ (24,017) $ (35,726) $ (64,398) $ (54,971)
* Adjusted EBITDA is defined as EBITDA plus the change in deferred revenue over
the reporting period.
TIVO INC
CONSOLIDATED BALANCE SHEETS
(In thousands)
Pro forma*
July 31, 2001 July 31, 2001 January 31, 2001
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ASSETS
Cash, cash equivalents and short-term investments $ 81,087 $ 40,287 $ 124,474
Restricted cash 51,156 51,156 50,104
Accounts receivable, net 657 657 1,834
Accounts receivable - related parties 3,861 3,861 4,816
Prepaid expenses and other 9,368 4,983 6,693
Prepaid expenses and other - related parties 17,419 4,319 1,698
Property and equipment, net 21,599 21,599 21,924
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Total assets $ 185,147 $ 126,862 $ 211,543
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LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK & STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 27,887 $ 27,887 $ 45,155
Accrued liabilities - related parties 33,411 28,411 49,839
Deferred revenue 25,922 25,922 18,323
Capital lease obligations 943 943 1,334
Convertible notes payable, long term 29,927 -- --
Convertible notes payable - related parties, long term 12,215 -- --
Redeemable convertible preferred stock 46,555 46,555 46,555
Total stockholders' equity 8,287 (2,856) 50,337
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Liabilities, redeemable convertible preferred
stock & stockholders' equity $ 185,147 $ 126,862 $ 211,543
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* The pro forma July 31, 2001 information shown in the above balance sheets
reflect the closing of a private placement of $51,750,000 of convertible debt
and warrants to financial and corporate investors on August 28, 2001.
TiVo is a registered trademark of TiVo Inc. in the United States and other
jurisdictions. All other company or product names mentioned may be trademarks or
registered trademarks of the respective companies with which they are
associated.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to the impact of the funds received in the private placement
and the rollout of the new dual tuner feature. You can identify forward-looking
statements by use of forward-looking terminology such as "believes,"
"anticipates," "expects," "plans," "may," "will," "intends" or the negative of
these words and phrases or similar words or phrases. You can also identify
forward-looking statements by discussions of strategy, plans or intentions. Such
forward-looking statements have known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from any results, performance or achievements expressed or
implied by such forward-looking statements. Actual results could differ
materially from those set forth in such forward-looking statements. Factors that
may cause actual results to differ materially include delays in development,
competitive service offerings and lack of market acceptance, as well as the
"Factors That May Affect Future Operating Results" and other risks detailed in
our Annual Report on Form 10-K for the period ended December 31, 2000, our
Transition Report on Form 10-K for the period ended January 31, 2001, and our
Quarterly Report on Form 10-Q for the period ended April 30, 2001, filed with
the Securities and Exchange Commission. We caution you not to place undue
reliance on forward-looking statements, which reflect an analysis only and speak
only as of the date of this Current Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,
TIVO INC.
Date: August 30, 2001 By: /s/ David H. Courtney
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David H. Courtney
Chief Financial Officer and Sr. Vice
President of Finance and Administration
(Principal Financial and Accounting
Officer)