8-K 1 d8k.txt FORM 8-K ================================================================================ 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 -------------- (Registrant's telephone number, including area code) ================================================================================ 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 -------------------------------- ------------------------------- July 31, 2001 July 31, 2000 July 31, 2001 July 31, 2000 --------------- --------------- --------------- --------------- 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 --------- --------- --------- --------- Total operating expenses 37,730 41,326 91,358 66,937 --------- --------- --------- --------- Loss from operations (33,624) (40,457) (84,056) (65,569) --------- --------- --------- --------- Other income and expenses, net 3 1,476 1,343 3,141 --------- --------- --------- --------- Net loss $ (33,621) $ (38,981) $ (82,713) $ (62,428) --------- --------- --------- --------- Series A preferred stock dividend 840 1,932 --------- --------- --------- --------- Net loss attributable to common stock $ (34,461) $ (38,981) $ (84,645) $ (62,428) ========= ========= ========= ========= Net loss per share - basic and diluted $ (0.82) $ (1.09) $ (2.02) $ (1.75) ========= ========= ========= ========= Shares used in per share computation 42,095 35,865 41,941 35,663 ========= ========= ========= ========= Other Data ---------- 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 ------------- ------------- ---------------- 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 --------- --------- --------- Total assets $ 185,147 $ 126,862 $ 211,543 ========= ========= ========= 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 --------- --------- --------- Liabilities, redeemable convertible preferred stock & stockholders' equity $ 185,147 $ 126,862 $ 211,543 ========= ========= =========
* 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 --------------- ----------------------------------------- David H. Courtney Chief Financial Officer and Sr. Vice President of Finance and Administration (Principal Financial and Accounting Officer)