Prepared by R.R. Donnelley Financial -- 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: May 31, 2002
(Date of earliest event reported)
 
TIVO INC.
(exact name of registrant as specified in its charter)
 
Commission File: 000-27141
 
Delaware
(State or other jurisdiction of
incorporation or organization)
   
77-0463167
(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 May 31, 2002 we announced financial results for our first quarter ended April 30, 2002. During the first quarter, we added approximately 42,000 new subscribers to the TiVo Service, bringing the total subscriber base to approximately 422,000 as of April 30, 2002. Our subscriber growth was the result of higher consumer demand and the early launch of national retail distribution of the TiVo Series2 DVR.
 
Revenues for the three months ended April 30, 2002 totaled $9.9 million, compared with revenues of $3.2 million for the same period last year. Revenues included approximately $8.2 million in recurring subscription revenues and $1.6 million from professional engineering services related to our recently announced agreement to develop a next generation set-top box for DIRECTV, a related party, which is due later this year. During the quarter we implemented a monthly service fee increase. Gross profit was $4.4 million, or 45% of revenues. Net loss attributable to common stockholders for the quarter was $35.1 million, or ($0.74) per share, compared to $50.2 million, or ($1.20) per share, for the three months ended April 30, 2001. The net loss attributable to common stockholders for the three months ended April 30, 2002 includes $13.1 million of nonrecurring non-cash charges and $3.9 million of nonrecurring cash interest income related to our repurchase of shares of Series A convertible preferred stock from America Online, Inc. due to the termination of the June 2000 commercial agreement with America Online. Licensing and professional engineering services generated $7.2 million in cash in the quarter.
 
Forward-Looking Statements
 
This Current Report on Form 8-K may contain forward-looking statements, including with respect to our financial information. 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 January 31, 2002, filed with the Securities and Exchange Commission. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date hereof.

 
TIVO INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except subscriber and per share data]
 
    
Three Months Ended
  
    
April 30, 2002
     
April 30, 2001
  
Revenue
   
$
9,860
 
   
$
3,196
 
Cost of revenue
   
 
5,453
 
   
 
5,467
 
    
  
Gross profit
   
 
4,407
 
   
 
(2,271
)
    
  
Research and development
   
 
5,002
 
   
 
6,923
 
Sales and marketing
   
 
8,340
 
   
 
13,168
 
Sales and marketing—related parties
   
 
22,922
 
   
 
23,488
 
General and administrative
   
 
3,759
 
   
 
4,582
 
    
  
Operating loss
   
$
(35,616
)
   
$
(50,432
)
    
  
Other income and expenses, net
   
 
2,228
 
   
 
1,340
 
Series A preferred stock dividend
   
 
220
 
   
 
1,092
 
Accretion to redemption value of convertible preferred stock
   
 
1,445
 
   
 
—
 
    
  
Net loss attributable to common stockholders
   
$
(35,053
)
   
$
(50,184
)
    
  
Net loss attributable to common stockholders per share—basic and diluted
   
$
(0.74
)
   
 
(1.20
)
    
  
Shares used in per share computation
   
 
47,344
 
   
 
41,787
 
    
  
Net Activations
   
 
42,000
 
   
 
35,000
 
Cumulative Subscribers
   
 
422,000
 
   
 
189,000
 

 
TIVO INC
CONSOLIDATED BALANCE SHEETS
(In thousands)
 
    
April 30, 2002
     
January 31, 2002
  
ASSETS
                  
Cash, cash equivalents and short-term investments
   
$
35,879
 
   
$
52,327
 
Restricted cash
   
 
—
 
   
 
51,735
 
Accounts receivable, net
   
 
2,775
 
   
 
2,185
 
Accounts receivable—related parties
   
 
2,577
 
   
 
6,687
 
Inventories
   
 
1,663
 
   
 
—
 
Prepaid expenses and other
   
 
12,412
 
   
 
13,146
 
Prepaid expenses and other—related parties
   
 
8,766
 
   
 
12,423
 
Property and equipment, net
   
 
16,681
 
   
 
18,146
 
    
  
Total assets
   
$
80,753
 
   
$
156,649
 
    
  
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK & STOCKHOLDERS’ EQUITY (Deficit)
                  
Accounts payable and accrued liabilities
   
 
27,799
 
   
 
28,377
 
Accounts payable and accrued liabilities—related parties
   
 
10,202
 
   
 
28,902
 
Deferred revenue
   
 
42,524
 
   
 
36,338
 
Deferred revenue—related parties
   
 
17,019
 
   
 
11,427
 
Capital lease obligations
   
 
329
 
   
 
538
 
Convertible notes payable, long term
   
 
24,545
 
   
 
24,280
 
Convertible notes payable—related parties, long term
   
 
12,589
 
   
 
12,453
 
Redeemable convertible preferred stock
   
 
—
 
   
 
46,555
 
Total stockholders’ equity (deficit)
   
 
(54,254
)
   
 
(32,221
)
    
  
Liabilities, redeemable convertible preferred stock & stockholders’ equity (deficit)
   
$
80,753
 
   
$
156,649
 
    
  

 
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:
  
June 6, 2002
  
By:
  
    /s/    DAVID H. COURTNEY
           
David H. Courtney
Chief Financial Officer and Executive Vice President Worldwide Operations and Administration (Principal Financial and Accounting Officer)