8-K

UNITED STATES

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 (Date of earliest event reported) May 26, 2005

TIVO INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27141	77-0463167
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2160 Gold Street, Alviso, California	95002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (408)519-9100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 26, 2005, TiVo Inc. issued a press release announcing its financial results for the first quarter ended April 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

This information and the information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report is not incorporated by reference into any filings of the Company made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number	Description
99.1	Press Release of TiVo Inc. dated May 26, 2005.

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: May 26, 2005	By:	/s/ David H. Courtney
		David H. Courtney
		Executive Vice President, Chief Financial Officer, and General Manager, Corporate Products & Services Group
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of TiVo Inc. dated May 26, 2005.

EX-99.1

Exhibit 99.1

Contacts :	Investor Relations	Media Relations
	Ed Lockwood	David Shane
	(408) 519-9345	(408) 519-9245
	ir@tivo.com	dshane@tivo.com

TIVO’S STRONG REVENUE GROWTH RESULTS IN SIGNIFICANT PROGRESS

ON PATH TO PROFITABILITY

Announces Results for the First Quarter FY-2006

• Service and technology revenue grew to $40.0 million, up 59% on Q1 FY-2005 and a 17% increase on Q4;

• Gross margin grew to $22.4 million, up 121% on Q1 FY-2005;

• Subscription base more than doubled in last twelve months to over 3.3 million;

• Comcast agreement greatly expands future available market for TiVo rollout;

ALVISO, Calif. – May 26, 2005 – TiVo Inc. (NASDAQ: TIVO), the creator of and a leader in television services for digital video recorders (DVRs), today reported financial results for the first quarter ended April 30, 2005.

Service and technology revenues for the quarter increased 59% to $40.0 million, compared with $25.2 million for the same period last year. TiVo’s net loss improved significantly year-on-year; Q1 net loss was ($0.9) million, or ($0.01) per share, compared to a net loss of ($9.1) million, or ($0.11) per share, for the three months ended April 30, 2004.

Total subscriptions reached more than 3.3 million, with the addition of 319,000 total net new subscriptions in the quarter. The installed base of DIRECTV subscriptions is now approximately 2.1 million with the addition of 247,000 net new subscriptions in the quarter; while the installed base of TiVo-Owned subscriptions grew by 72,000 in Q1 to a level of over 1.2 million.

Mike Ramsay, TiVo’s Chairman and CEO, commented: “This quarter’s combination of solid revenue growth and gross margin improvement is driving the Company towards our goal of profitability. We are pleased to see last year’s focus and investment in subscription growth continue to pay off, resulting in revenue growth now coming through to the bottom line.”

“We were excited to announce our strategic partnership with Comcast,” Ramsay continued. “This new relationship presents us with tremendous opportunities, as it greatly expands the available market for TiVo’s unmatched DVR features and innovative advertising platform. Our Comcast and DIRECTV advertising agreements reinforce our position as the technology standard for service providers and this area will be the primary outlet for developing our advertising business. To take advantage of this mass deployment opportunity, we have increased our investment in technology development to ensure that Comcast can deploy TiVo to its customers as fast as possible.”

Q1’06 Operational Highlights

TiVo and Comcast Sign Multi-Year Strategic Partnership

In the quarter, TiVo and Comcast, the nation’s largest cable provider, with 21.5 million cable subscribers, announced a multi-year strategic partnership to develop a version of the TiVo service for Comcast. New software will be developed by TiVo and will be incorporated into Comcast’s digital set top box platforms. The new service will be marketed with the TiVo brand, and is expected to be available on Comcast’s DVR products in a majority of Comcast markets in mid-to-late 2006.

Advertising Platform Gains Momentum with New Service Agreements

In March, TiVo announced the signing of a new advertising services agreement with DIRECTV, extending the companies’ prior services agreement. Under the new agreement, each company may sell and distribute TiVo’s advanced advertising capabilities on DIRECTV DVRs with TiVo service.

In addition, as Comcast announced earlier in the quarter, it intends to deploy TiVo’s innovative advertising platform on Comcast’s existing DVR platforms in the future as well.

Dave Courtney, Executive Vice President, explained: “We plan to accelerate the deployment of our advertising technology through relationships with key service providers. These agreements illustrate the promise of this technology to enhance the effectiveness of television advertising as the demand for new and innovative ways to reach consumers grows. We look forward to working with our partners to develop this capability to its full potential.”

Intellectual Property Portfolio Grows

In March, the Company announced that it had been granted 8 new domestic and foreign patents covering important aspects of DVR software and hardware design. Now with 85 granted domestic and foreign patents, and 117 domestic and foreign patent applications pending, TiVo continues to be a leader, placing strategic emphasis on developing, licensing and protecting the Company’s intellectual property.

Company Advances Next-Generation Service Strategy

Advancing its strategy to become the user interface for the digital living room, TiVo has continued to aggressively develop in this area to further differentiate the TiVo experience from generic cable and satellite DVR systems. Earlier this year, TiVo unveiled its next-generation service strategy that will allow subscribers to view content from Internet-based services. In addition, the Company launched its TiVoToGo^™ service enhancement, allowing subscribers to securely transfer their favorite shows from a TiVo box to a laptop or portable media player so that they can take their favorite shows with them on business travel or family road trips. TiVo also continues to lead improvements in the consumer entertainment experience with TiVo desktop software 2.1, which allows consumers to integrate music, photos and video into their TiVo experience.

Management Provides Guidance for the Second Quarter

Second Quarter Management Guidance	Quarter ending July 31, 2005
(in millions, except subscription numbers)
Service and Technology Revenues	$39.8 -$40.6
Rebates, Revenue Share and Other Payments to Channel	$(4.1) - $(4.5)
Cost of Service and Technology Revenues	$(9.7) - $(10.0)
Hardware Gross Margin	$(2.7) - $(3.7)
Gross Margin	$22.0 - $23.7
Net Loss	$(4.0) - $(6.0)
TiVo-Owned Subscription Net Additions	40,000 – 60,000
DIRECTV Subscription Net Additions	160,000 – 200,000
Total Subscription Net Additions	200,000 – 260,000

Management Updates Annual Guidance

Management guidance for net loss for the year has narrowed to a range of $10.0 million to $20.0 million. Management guidance for annual service and technology revenues remains in the range of $155.0 million to $165.0 million in the year. Management also previously provided guidance that it expects to reach profitability by the fourth quarter.

Conference Call and Web Cast

TiVo will host a conference call to discuss first quarter financial and operating results at 2:00 pm PT (5:00 pm ET), today, May 26, 2005. To listen to the discussion, please visit www.tivo.com/ir and click on the link provided for the webcast conference call or dial 800-289-0569 and use the password 8204556. The web cast will be archived and available through June 2, 2005 at www.tivo.com/ir or by calling 719-457-0820 and entering the conference ID number 8204556.

About TiVo Inc.

Founded in 1997, TiVo Inc. (NASDAQ: TIVO), a pioneer in home entertainment, created a brand new category of products with the development of the first digital video recorder (DVR). Today, the Company continues to revolutionize the way consumers watch and access home entertainment by making TiVo the focal point of the digital living room, a center for sharing and experiencing television, music, photos, and other content. TiVo connects consumers to the digital entertainment they want, where and when they want it. The Company is based in Alviso, Calif.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, TiVo’s business, services, business development, strategy, customers, the expected future deployment and availability of the TiVo service and related advertising features to Comcast customers and other factors that may affect future earnings or financial results. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the 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” included from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005, 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 hereof. TiVo disclaims any obligation to update these forward-looking statements.

TiVo and the TiVo Logo are registered trademarks of TiVo Inc. in the United States and other jurisdictions. TiVoToGo is a trademark of TiVo Inc. All rights reserved.

###

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended
	April 30, 2005			April 30, 2004
Service revenues	$	38,344		$	22,159
Technology revenues		1,676			3,015
Service and Technology revenues		40,020			25,174
Hardware sales		10,526			14,337
Rebates, rev share & other pmts to channel		(3,638	)		(4,988	)
Net revenues		46,908			34,523
Cost of service revenues		8,639			5,593
Cost of technology revenues		227			1,962
Cost of hardware sales		15,642			16,850
Gross margin		22,400			10,118
Research and development		10,904			8,999
Sales and marketing		6,830			5,600
General and administrative		6,138			4,239
Loss from operations		(1,472	)		(8,720	)
Interest and other income (expense), net		623			(329	)
Provision for taxes		(8	)		(18	)
Net loss attributable to common stockholders	$	(857	)	$	(9,067	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.11	)
Weighted average common shares used to calculate basic & diluted		82,381			79,800

TIVO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	As of April 30, 2005			As of January 31, 2005
Assets
Cash, cash equivalents and short-term investments	$	105,491		$	106,345
Accounts receivable, net		8,128			25,879
Inventories		18,983			12,103
Prepaid expenses and other		4,650			5,714
Intangible, property and equipment, net		13,262			10,011
Total assets	$	150,514		$	160,052
Liabilities & stockholders’ deficit
Line of Credit	$	6,000		$	4,500
Accounts payable and other liabilities		35,691			53,096
Deferred revenue		109,936			105,148
Total stockholders' deficit		(1,113	)		(2,692	)
Liabilities & stockholders’ deficit	$	150,514		$	160,052

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three months ended
	April 30, 2005			April 30, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to common stockholders	$	(857	)	$	(9,067	)
Non-cash adjustments to reconcile net loss to net cash provided by operating activities:		1,369			1,985
Changes in operating assets and liabilities:
Working capital		(5,491	)		(314	)
Long-term prepaid assets and liabilities		21			664
Deferred revenue		4,788			392
Net cash provided by (used in) operating activities		(170	)		(6,340	)
Acquisition of property and equipment and intangibles, net		(4,678	)		(750	)
Purchases and Sales and maturities of marketable securities, net		4,400			(10,400	)
Net cash used in investing activities		(278	)		(11,150	)
Net cash provided by financing activities		3,994			2,215
NET CHANGE IN CASH AND CASH EQUIVALENTS
Balance at beginning of period		87,245			138,210
Balance at end of period		90,791			122,935
Net increase (decrease) in cash	$	3,546		$	(15,275	)

TIVO INC.

OTHER DATA

Subscriptions

	Three Months Ended
(Subscriptions in thousands)	April 30, 2005		April 30, 2004
TiVo-Owned	72		68
DIRECTV	247		196
Total Subscriptions Net Additions	319		264
TiVo-Owned	1,213		724
DIRECTV	2,107		872
Total Cumulative Subscriptions	3,320		1,596
% of TiVo -Owned Subscriptions paying recurring fees	51	%	42	%

Included in the 3,320,000 subscriptions are approximately 76,000 lifetime subscriptions that have reached the end of the 48-month period TiVo uses to recognize lifetime subscription revenue. These lifetime subscriptions no longer generate subscription revenue.

TIVO INC.

OTHER DATA – KEY BUSINESS METRICS

	Three Months Ended
TiVo-Owned Churn Rate	April 30, 2005		April 30, 2004
	(In thousands)
Average TiVo-Owned subscriptions (for the quarter)	1,180		691
TiVo-Owned subscription cancellations (for the quarter)	(32	)	(14	)
TiVo-Owned Churn Rate per month	-0.9	%	-0.7	%

TiVo-Owned Churn Rate. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our ability to retain existing subscribers by providing compelling services that are competitive in the market. We define the TiVo-Owned Churn Rate as the average TiVo-Owned subscription (including both monthly and product lifetime subscriptions) cancellations per month in the period divided by the average of TiVo-Owned subscriptions for the period. We calculate average subscriptions by adding the average subscriptions for each month and dividing by the number of months in the period. We calculate average subscriptions for each month by adding the beginning and ending subscriptions for the month and dividing by two. We are not aware of any uniform standards for calculating churn and caution that our presentation may not be consistent with that of other companies.

	Three Months Ended						Twelve Months Ended
Subscription Acquisition Cost	April 30, 2005			April 30, 2004			April 30, 2005			April 30, 2004
	(In thousands, except SAC)
Sales and marketing expenses	$	6,830		$	5,600		$	38,597		$	20,548
Rebates, revenue share, and other payments to channel		3,638			4,988			53,346			11,790
Hardware revenues		(10,526	)		(14,337	)		(107,464	)		(72,410	)
Cost of hardware revenues		15,642			16,850			119,115			77,508
Total Acquisition Costs		15,584			13,101			103,594			37,436
TiVo-Owned Subscription Gross Additions		104			82			576			323
Subscription Acquisiton Cost (SAC)	$	150		$	160		$	180		$	116

Subscription Acquisition Cost (“SAC”). Management reviews this metric, and believes it may be useful to investors, in order to evaluate trends in the efficiency of our marketing programs and subscription acquisition strategies. As a result of the seasonal nature of our subscription growth, our SAC varies significantly during the year. Management primarily reviews this metric on an annual basis due to the timing difference between our recognition of promotional program expense and the subsequent addition of the related subscription acquisition. Accordingly, we are presenting SAC on a trailing twelve months basis as well in order to show SAC over the longer-term. We do not include DIRECTV subscription gross additions in our calculation of SAC because we incur limited or no acquisition costs for new DIRECTV subscriptions. We are not aware of any uniform standards for calculating total acquisition costs or SAC and caution that our presentation may not be consistent with that of other companies.

	Three Months Ended
TiVo-Owned Average Revenue per Subscription	April 30, 2005			April 30, 2004
	(In thousands, except ARPU)
Service and Technology revenues	$	40,020		$	25,174
Less: Technology revenues		(1,676	)		(3,015	)
Total Service revenues		38,344			22,159
Less: DIRECTV-related service revenues		(7,099	)		(3,815	)
TiVo-Owned-related service revenues		31,245			18,344
Average TiVo-Owned revenues per month		10,415			6,115
Average TiVo-Owned per month subscriptions		1,180			691
TiVo-Owned ARPU per month	$	8.83		$	8.85

	Three Months Ended
DIRECTV Average Revenue per Subscription	April 30, 2005			April 30, 2004
	(In thousands, except ARPU)
Service and Technology revenues	$	40,020		$	25,174
Less: Technology revenues		(1,676	)		(3,015	)
Total Service revenues		38,344			22,159
Less: TiVo-Owned-related service revenues		(31,245	)		(18,344	)
DIRECTV-related service revenues		7,099			3,815
Average DIRECTV revenues per month		2,366			1,272
Average DIRECTV per month subscriptions		1,994			770
DIRECTV ARPU per month	$	1.19		$	1.65

Average Revenue Per Subscription (“ARPU”). Management reviews this metric, and believes it may be useful to investors, in order to evaluate the potential of our subscription base to generate revenues from a variety of sources, including subscription fees, advertising, and audience measurement research. ARPU does not include rebates, revenue share and other payments to channel that reduce our GAAP revenues, and as a result you should not use ARPU as a substitute for measures of financial performance calculated in accordance with GAAP. Management believes it is useful to consider this metric excluding the costs associated with rebates, revenue share and other payments to channel because of the discretionary nature of these expenses and because management believes these expenses are more appropriately monitored as part of SAC. We are not aware of any uniform standards for calculating ARPU and caution that our presentation may not be consistent with that of other companies.

The decrease in ARPU per month for DIRECTV is the result of the large addition of new DIRECTV subscriptions. While these more recent DIRECTV subscription additions offer lower recurring revenues than subscriptions added during earlier phases of our DIRECTV relationship, they result in more attractive percent margins in our financial results because they generally involve limited or no acquisition costs and lower recurring expenses.