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) November 22, 2004
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 8.01 OTHER EVENTS
On November 22, 2004 we announced financial results for our third quarter ended October 31, 2004.
We added approximately 419,000 total subscriptions in the third quarter, more than double the number we added in the same quarter of last year. In the past twelve months, our total installed base has more than doubled to approximately 2.3 million. Of the 419,000 net new subscriptions added in the quarter, approximately 316,000 are DIRECTV with TiVo subscriptions, or over twice the number of DIRECTV with TiVo subscriptions added in the same quarter of last year. New TiVo-Owned subscription additions in the quarter were approximately 103,000, a 75% increase compared to the same quarter of last year.
Net revenues for the third quarter were $38.3 million. Of this amount, service revenues increased 73% to $27.7 million, compared with $16.0 million for the same quarter last year. Net loss for the quarter was $(26.4) million, or $(0.33) per share, compared to a net loss of $(7.4) million, or $(0.11) per share, for the three months ended October 31, 2003. The increase in net loss and net loss per share for the quarter reflects our previously announced investment in subscription acquisition activities to accelerate sub growth during fiscal year 2005.
TIVO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| October 31, 2004 |
October 31, 2003 |
October 31, 2004 |
October 31, 2003 |
|||||||||||||
| Service revenues |
$ | 27,678 | $ | 16,018 | $ | 74,170 | $ | 42,477 | ||||||||
| Technology revenues |
699 | 6,656 | 7,141 | 13,671 | ||||||||||||
| Service and Technology revenues |
28,377 | 22,674 | 81,311 | 56,148 | ||||||||||||
| Hardware sales |
27,894 | 24,479 | 60,823 | 47,345 | ||||||||||||
| Rebates, rev share & other pmts to channel |
(17,944 | ) | (3,897 | ) | (29,508 | ) | (5,045 | ) | ||||||||
| Net revenues |
38,327 | 43,256 | 112,626 | 98,448 | ||||||||||||
| Cost of service revenues |
6,505 | 4,370 | 18,934 | 12,453 | ||||||||||||
| Cost of technology revenues |
1,465 | 4,464 | 6,135 | 11,113 | ||||||||||||
| Cost of hardware sales |
28,486 | 25,413 | 68,056 | 48,149 | ||||||||||||
| Gross margin |
1,871 | 9,009 | 19,501 | 26,733 | ||||||||||||
| Research and development |
9,291 | 5,432 | 26,428 | 16,693 | ||||||||||||
| Sales and marketing |
14,212 | 5,704 | 25,838 | 14,205 | ||||||||||||
| General and administrative |
4,366 | 3,949 | 12,399 | 11,788 | ||||||||||||
| Loss from operations |
(25,998 | ) | (6,076 | ) | (45,164 | ) | (15,953 | ) | ||||||||
| Interest and other income (expense), net |
(274 | ) | (1,197 | ) | (905 | ) | (3,552 | ) | ||||||||
| Provision for taxes |
(78 | ) | (115 | ) | (108 | ) | (152 | ) | ||||||||
| Net loss attributable to common stockholders |
$ | (26,350 | ) | $ | (7,388 | ) | $ | (46,177 | ) | $ | (19,657 | ) | ||||
| Net loss per common share - basic and diluted |
$ | (0.33 | ) | $ | (0.11 | ) | $ | (0.58 | ) | $ | (0.30 | ) | ||||
| Weighted average common shares used to calculate basic & diluted |
80,267 | 68,226 | 80,088 | 66,027 | ||||||||||||
TIVO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| October 31, 2004 |
January 31, 2004 | |||||
| ASSETS |
||||||
| Cash, cash equivalents and short-term investments |
$ | 88,532 | $ | 143,235 | ||
| Accounts receivable, net |
25,158 | 12,131 | ||||
| Inventories |
36,434 | 8,566 | ||||
| Prepaid expenses and other |
6,888 | 9,063 | ||||
| Intangible, property and equipment, net |
10,733 | 10,896 | ||||
| Total assets |
$ | 167,745 | $ | 183,891 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY |
||||||
| Accounts payable and other liabilities |
$ | 50,623 | $ | 31,967 | ||
| Deferred revenue |
85,458 | 80,287 | ||||
| Convertible notes payable, long term (Face Value $10,450) |
7,301 | 6,005 | ||||
| Total stockholders’ equity |
24,363 | 65,632 | ||||
| Liabilities & stockholders’ equity |
$ | 167,745 | $ | 183,891 | ||
TIVO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Nine Months Ended |
||||||||
| October 31, 2004 |
October 31, 2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net loss attributable to common stockholders |
$ | (46,177 | ) | $ | (19,657 | ) | ||
| Non-cash adjustments to reconcile net loss to net cash provided by operating activities: |
5,508 | 8,649 | ||||||
| Changes in: |
||||||||
| Working capital |
(21,955 | ) | (12,857 | ) | ||||
| Long-term prepaid assets and liabilities |
2,077 | (204 | ) | |||||
| Deferred revenue |
5,171 | 3,271 | ||||||
| Net cash used in operating activities |
(55,376 | ) | (20,798 | ) | ||||
| Net cash used in investing activities |
(3,126 | ) | (1,637 | ) | ||||
| Net cash provided by financing activities |
3,799 | 40,041 | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
||||||||
| Balance at beginning of period |
143,235 | 44,201 | ||||||
| Balance at end of period |
88,532 | 61,807 | ||||||
| Net increase (decrease) in cash |
$ | (54,703 | ) | $ | 17,606 | |||
TIVO INC.
OTHER DATA
Subscriptions
| Three Months Ended |
Nine Months Ended |
|||||||||||
| (Subscriptions in thousands)
|
October 31, 2004 |
October 31, 2003 |
October 31, 2004 |
October 31, 2003 |
||||||||
| Subscription Net Additions |
||||||||||||
| TiVo-Owned |
103 | 59 | 234 | 130 | ||||||||
| DIRECTV |
316 | 150 | 737 | 248 | ||||||||
| Total Subscription Net Additions |
419 | 209 | 971 | 378 | ||||||||
| Cumulative Subscriptions |
||||||||||||
| TiVo-Owned |
890 | 526 | 890 | 526 | ||||||||
| DIRECTV |
1,413 | 476 | 1,413 | 476 | ||||||||
| Total Cumulative Subscriptions |
2,303 | 1,002 | 2,303 | 1,002 | ||||||||
| % of TiVo-Owned Cumulative Subscriptions paying recurring fees |
46 | % | 36 | % | 46 | % | 36 | % | ||||
Included in the 2,303,000 subscriptions are approximately 40,000 product 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.
Forward-Looking Statements
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, subscriptions, and future earnings and 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 other potential factors described under “Factors That May Affect Future Operating Results” 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, 2004, and the Quarterly Report on Form 10-Q for the quarters ended April 30, 2004 and July 31, 2004. 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.
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 22, 2004 |
By: |
/s/ David H. Courtney | ||
| David H. Courtney | ||||
| Chief Financial Officer and Executive Vice President Worldwide Operations and Administration (Principal Financial and Accounting Officer) | ||||