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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: March 1, 2002
(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
organization) Identification No.)
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
Fourth Quarter and Year-End Results
On March 7, 2002, we reported financial results for the fourth quarter and
year ended January 31, 2002. During the fourth quarter, we added approximately
100,000 new subscribers to the TiVo service, bringing the total subscriber base
to approximately 380,000 as of January 31, 2002. Our subscriber base grew by
226,000, representing 147% growth during the year.
Revenues for the quarter increased 212% to $6.8 million, compared with $2.2
million for the three months ended January 31, 2001. Net loss for the quarter
was $38.5 million, or $(0.85) per share, compared to a net loss of $81.5
million, or $(2.00) per share, for the three months ended January 31, 2001.
Revenues for the fiscal year ended January 31, 2002 grew 318% to $19.4
million, compared with $4.6 million for the twelve months ended January 31,
2001. Net loss for the year was $157.7 million, or $(3.67) per share, compared
to a net loss of $216.6 million, or $(5.75) per share, for the twelve months
ended January 31, 2001.
TIVO INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended 12 Months Ended
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January 31, 2002 January 31, 2001 January 31, 2002 January 31, 2001
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Revenue:
Revenue $ 6,753 $ 2,166 $ 19,297 $ 4,636
Revenue - related parties - - 100 -
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Total Revenue 6,753 2,166 19,397 4,636
Costs and expenses:
Cost of revenue 4,830 5,661 19,888 19,099
Cost of revenue - related parties - - 61 -
Research and development 5,815 5,888 26,859 25,092
Sales and marketing 2,649 46,905 28,509 106,444
Sales and marketing - related parties 24,959 21,093 75,832 58,011
General and administrative 4,486 4,483 18,495 15,057
Stock based compensation 273 562 1,247 2,968
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Total operating expenses 43,012 84,592 170,891 226,671
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Loss from operations (36,259) (82,426) (151,494) (222,035)
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Other income and (expenses), net (1,845) 2,219 (2,161) 7,370
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Net loss before taxes (38,104) (80,207) (153,655) (214,665)
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Provision for Income Taxes - - (1,000) -
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Net loss (38,104) (80,207) (154,655) (214,665)
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Series A preferred stock dividend (428) (1,272) (3,018) (1,937)
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Net loss attributable to common stock $ (38,532) $ (81,479) $ (157,673) $ (216,602)
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Net loss per share - basic and diluted $ (0.85) $ (2.00) $ (3.67) $ (5.75)
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Shares used in per share computation (45,276) (40,774) 42,956 37,640
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TIVO INC
CONSOLIDATED BALANCE SHEETS
(In thousands)
January 31, 2002 January 31, 2001
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ASSETS
Cash, cash equivalents and short-term investments $ 52,327 $ 124,474
Restricted cash 51,735 50,104
Accounts receivable, net 2,185 1,834
Accounts receivable - related parties 6,687 4,816
Prepaid expenses and other 13,146 6,693
Prepaid expenses and other - related parties 12,423 1,698
Property and equipment, net 18,146 21,924
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Total assets $ 156,649 $ 211,543
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK & STOCKHOLDERS'
EQUITY (DEFICIT)
Accounts payable and accrued liabilities $ 28,377 $ 45,155
Accounts payable and accrued liabilities - related parties 28,902 49,839
Deferred revenue 36,338 18,323
Deferred revenue - Related Parties 11,427 -
Capital lease obligations 538 1,334
Convertible notes payable, long term 24,280 -
Convertible notes payable - related parties, long term 12,453 -
Redeemable convertible preferred stock 46,555 46,555
Total stockholders' equity (deficit) (32,221) 50,337
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Liabilities, redeemable convertible preferred stock & stockholders'
equity (deficit) $ 156,649 $ 211,543
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Agreements with America Online
Under the terms of our investment agreement, as amended, with America
Online, Inc., we escrowed $48 million and earmarked these funds to be used to
subsidize the production of the jointly developed AOL-TiVo set-top box. We
report these funds as restricted cash on our balance sheet and have not
considered them as working capital available to our business. We have since
modified our business model and intend to sharply reduce our subsidy payments.
As a result, the commitment of restricted cash for this purpose is no longer
essential to our plans.
The investment agreement, as amended, provides that if the launch of the
AOL-TiVo set-top box has not occurred by December 31, 2001 or a later date
agreed to by both parties and AOL has not committed a material breach under our
related commercial agreement with AOL, then AOL has the option to require us to
use the escrowed funds to repurchase from AOL our Series A redeemable preferred
stock having an initial liquidation value of $48 million. The AOL-TiVo set-top
box was not launched by December 31, 2001 and we and AOL are in discussions
regarding modification of the terms of our agreements. There can be no
assurances about the outcome of these discussions.
Summary Judgment Granted in Ezra Birnbaum Litigation
On January 10, 2002, the Supreme Court of the State of New York granted our
motion for summary judgment and dismissed on all counts the class action
complaint filed against us by Ezra Birnbaum, the details of which are set forth
in our Quarterly Reports on Form 10-Q for the quarterly periods ended July 31,
2001 and October 31, 2001. Our summary judgment win became conclusive on March
1, 2002.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
those pertaining to our future financial performance and business model. 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 Reports on Form 10-Q for the quarterly
periods ended April 30, 2001, July 31, 2001 and October 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: March 13, 2002 By: /s/ Matthew P. Zinn
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Matthew P. Zinn
Vice President and General Counsel