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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: November 20, 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
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of incorporation or (I.R.S. Employer Identification No.)
organization)
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
Third Quarter Results
On November 20, 2001, we reported financial results for the third quarter ended
October 31, 2001. During the third quarter, we activated 51,000 new subscribers
to the TiVo Service, bringing the total subscriber base to approximately 280,000
as of October 31, 2001.
Revenue for the quarter increased 29% to $5.3 million, compared with $4.1
million for the three-month period ending July 31, 2001 and $1.1 million for the
third quarter of last year. Adjusted EBITDA for the quarter was a loss of $12.2
million, compared with a loss of $24.0 million in the second quarter, and a loss
of $66.1 million for the third quarter of last year. Net loss for the quarter
was $34.5 million, or $(0.81) per share, which was flat compared with the second
quarter and a dramatic improvement from a net loss of $72.7 million, or $(1.89)
per share, for the third quarter of last year.
Our total subscriber base increased by 28% in the quarter and increased 65%
compared to the third quarter of last year. We delivered our first full quarter
of positive service margin, defined as total revenue minus cost of revenue.
TiVo Signs Commercial Agreements with Sony and AT&T Broadband
On October 18, we announced a worldwide licensing agreement with Sony
Corporation Japan. On November 7, we announced an agreement with AT&T Broadband
to introduce the TiVo Digital Video Recorder and service to AT&T Broadband
customers in selected markets in New England, Colorado and California.
Executive Appointments and Promotions
We are implementing a new business model intended to lower acquisition
costs and be less capital intensive. In order to align operations to focus on
growth in licensing and subscriber revenue, on November 20, 2001, our Chairman
and Chief Executive Officer, Mike Ramsay, announced a number of executive
promotions of certain members of our senior executive staff.
Morgan Guenther was named President of TiVo, reporting to Mr. Ramsay. Mr.
Guenther, formerly Senior Vice President of Business and Revenue
Development of TiVo, joined TiVo in June 1999 as Vice President, Business
Development.
David Courtney was promoted to Executive Vice President, Worldwide
Operations and Administration and Chief Financial Officer, reporting to Mr.
Ramsay. Mr. Courtney, formerly Senior Vice President of Finance and
Administration and Chief Financial Officer, joined the company in March
1999 as Chief Financial Officer.
Ta-Wei Chien was named Senior Vice President and General Manager, TiVo
Technologies, reporting to Mr. Guenther. Mr. Chien will head our licensing
organization, which will include engineering, professional services,
business development and sales. Mr. Chien, most recently Senior Vice
President of Engineering and Operations, joined TiVo in February 1998 as
Vice President of Engineering and Operations.
Brodie Keast was named Senior Vice President and General Manager, TiVo
Service, reporting to Mr. Guenther. Mr. Keast will head our service and
media business, which includes sales, marketing, corporate communications,
and third party application development. Mr. Keast, most recently Senior
Vice President of Sales and Marketing, joined TiVo in December 1999 as Vice
President of Sales and Marketing.
TIVO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended Nine Months Ended
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October 31, 2001 October 31, 2000 October 31, 2001 October 31, 2000
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Revenue:
Revenue $ 5,242 $ 1,102 $ 12,544 $ 2,470
Revenue - related parties 100 - 100 -
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Total Revenue 5,342 1,102 12,644 2,470
Costs and expenses:
Cost of revenue 5,146 4,149 15,058 13,438
Cost of revenue - related parties 61 - 61 -
Research and development 7,431 7,572 21,044 19,204
Sales and marketing 7,084 34,638 25,860 59,539
Sales and marketing - related parties 11,239 24,283 50,873 36,918
General and administrative 5,214 3,876 14,009 10,574
Stock based compensation 346 624 974 2,406
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Total operating expenses 36,521 75,142 127,879 142,079
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Loss from operations (31,179) (74,040) (115,235) (139,609)
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Other income and (expenses), net (1,659) 2,010 (316) 5,151
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Loss before taxes (32,838) (72,030) (115,551) (134,458)
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Provision for Income Taxes (1,000) - (1,000) -
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Net loss (33,838) (72,030) (116,551) (134,458)
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Series A preferred stock dividend (658) (665) (2,590) (665)
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Net loss attributable to common stock $ (34,496) $ (72,695) $ (119,141) $ (135,123)
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Net loss per share - basic and diluted $ (0.81) $ (1.89) $ (2.82) $ (3.69)
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Shares used in per share computation 42,668 38,461 42,183 36,596
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Other Data
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Net Activations 51,000 31,000 126,000 61,000
Cumulative Subscribers 280,000 84,000 280,000 84,000
Adjusted EBITDA*(`000s) $ (12,209) $ (66,092) $ (76,607) $ (121,064)
* Adjusted EBITDA is the EBITDA plus the
change in deferred revenue over the
reporting period.
TIVO INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
October 31, 2001 January 31, 2001
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ASSETS
Cash, cash equivalents and short-term investments $ 63,832 $ 124,474
Restricted cash 51,509 50,104
Accounts receivable, net 596 1,834
Accounts receivable - related parties 6,938 4,816
Prepaid expenses and other 9,311 6,693
Prepaid expenses and other - related parties 18,225 1,698
Property and equipment, net 20,092 21,924
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Total assets $ 170,503 $ 211,543
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LIABILITIES, REDEEMABLE CONVERTIBLE
PREFERRED STOCK & STOCKHOLDERS'
EQUITY
Accounts payable and accrued liabilities $ 32,299 $ 45,155
Accrued liabilities - related parties 30,817 49,839
Deferred revenue 28,889 18,323
Deferred revenue - related parties 10,750 -
Capital lease obligations 742 1,334
Convertible notes payable, long term 30,166 -
Convertible notes payable - related parties, long term 12,313 -
Redeemable convertible preferred stock 46,555 46,555
Total stockholders' equity (deficit) (22,028) 50,337
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Liabilities, redeemable convertible
preferred stock & stockholders' equity $ 170,503 $ 211,543
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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
forward-looking statements related to the impact of our new business model and
our future financial performance. 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, our Quarterly Report on Form 10-Q for the
period ended April 30, 2001 and our Quarterly Report on Form 10-Q for the period
ended July 31, 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: November 26, 2001 By: /s/ David H. Courtney
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David H. Courtney
Chief Financial Officer and
Executive Vice President, Worldwide
Operations and Administration
(Principal Financial and Accounting
Officer)