8-k 8.01 Q3 FY12


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, 2011
TIVO INC.
(Exact name of registrant as specified in its charter)
_______________________

Delaware      
000-27141     
77-0463167
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
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, 2011, we announced financial results for our third quarter of fiscal year 2012 ended October 31, 2011. Net service revenues were $32.4 million in the third quarter of fiscal year 2012, a decrease from the $34.3 million in the same prior year period. Net technology revenues increased to $19.4 million in the third quarter ended October 31, 2011 compared to $7.0 million in the same prior year period. The net loss for the quarter was $(24.5) million or $(0.21) per basic and diluted share, compared to a net loss of $(20.6) million or $(0.18) per basic and diluted share, for the quarter ended October 31, 2010. We ended this quarter with approximately $604 million in cash and short-term investments, compared to approximately $227 million in cash and short-term investments in the same prior year period.
As of October 31, 2011, our total subscriptions were approximately 2.0 million. TiVo-Owned subscription gross additions were 30,000 for the quarter, compared to 35,000 in the third quarter fiscal year 2011. TiVo-Owned net subscription losses were (30,000) for the quarter ended October 31, 2011 as compared to (45,000) for the quarter ended October 31, 2010. Our monthly churn rate was (1.7)% for the quarter ended October 31, 2011 and TiVo-Owned subscriptions were approximately 1.1 million compared to 1.3 million a year ago. The installed base of MSOs' TiVo subscriptions was approximately 910,000 compared to approximately 951,000 in the same prior year period.




TIVO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and share amounts)
(unaudited)
 
Three Months Ended October 31,
Nine Months Ended October 31,
 
2011
2010
2011
2010
Revenues
 
 
 
 
Service revenues
$
32,413

$
34,298

$
99,763

$
106,196

Technology revenues
19,391

7,024

40,480

20,412

Hardware revenues
12,970

9,532

31,465

37,182

Net revenues
64,774

50,854

171,708

163,790

Cost of revenues
 



Cost of service revenues
9,265

9,878

27,154

30,168

Cost of technology revenues
7,721

4,172

18,554

13,404

Cost of hardware revenues
16,817

13,566

39,071

44,331

Total cost of revenues
33,803

27,616

84,779

87,903

Gross margin
30,971

23,238

86,929

75,887

Research and development
27,272

20,446

80,542

58,400

Sales and marketing
6,753

6,157

19,995

20,539

Sales and marketing, subscription acquisition costs
2,398

1,398

6,072

5,955

General and administrative
18,032

16,162

58,310

41,962

Litigation Proceeds
—

—

(175,716
)
—

Total operating expenses
54,455

44,163

(10,797
)
126,856

Income (loss) from operations
(23,484
)
(20,925
)
97,726

(50,969
)
Interest income
759

348

4,600

1,098

Interest expense and other income (expense)
(2,015
)
—

(6,604
)
(147
)
Income (loss) before income taxes
(24,740
)
(20,577
)
95,722

(50,018
)
Benefit from (provision for) income taxes
242

(43
)
(746
)
(106
)
Net income (loss)
$
(24,498
)
$
(20,620
)
$
94,976

$
(50,124
)
 
 
 
 
 
Net income (loss) per common share
 
 
 
 
Basic
$
(0.21
)
$
(0.18
)
$
0.82

$
(0.44
)
Diluted
$
(0.21
)
$
(0.18
)
$
0.74

$
(0.44
)
 
 
 
 
 
Income (loss) for purposes of computing net income (loss) per share:
 
 
 
 
Basic
(24,498
)
(20,620
)
94,976

(50,124
)
Diluted
(24,498
)
(20,620
)
99,997

(50,124
)
 
 
 
 
 
Weighted average common and common equivalent shares:
 
 
 
 
Basic
117,232,354

114,179,608

116,208,111

113,171,074

Diluted
117,232,354

114,179,608

135,722,730

113,171,074








TIVO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and share amounts)
(unaudited)
 
October 31, 2011
January 31, 2011
ASSETS
 
 
CURRENT ASSETS
 
 
Cash and cash equivalents
$
83,941

$
71,221

Short-term investments
520,367

138,216

Accounts receivable, net of allowance for doubtful accounts of $373 and $275, respectively
19,000

16,011

Inventories
15,499

13,228

Deferred cost of technology revenues, current
7,264

13,760

Prepaid expenses and other, current
10,006

6,983

Total current assets
656,077

259,419

LONG-TERM ASSETS
 
 
Property and equipment, net of accumulated depreciation of $45,736 and $44,682, respectively
9,739

10,229

Purchased technology, capitalized software, and intangible assets, net of accumulated amortization of $17,108 and $15,110, respectively
5,239

6,956

Deferred cost of technology revenues, long-term
20,194

2,100

Prepaid expenses and other, long-term
3,802

1,224

Long-term investments
3,400

5,890

Total long-term assets
42,374

26,399

Total assets
$
698,451

$
285,818

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
LIABILITIES
 
 
CURRENT LIABILITIES
 
 
Accounts payable
$
30,006

$
18,052

Accrued liabilities
35,832

30,115

Deferred revenue, current
73,848

33,792

Total current liabilities
139,686

81,959

LONG-TERM LIABILITIES

 
Deferred revenue, long-term
90,789

34,857

Convertible senior notes
172,500

—

Deferred rent and other long-term liabilities
539

246

Total long-term liabilities
263,828

35,103

Total liabilities
403,514

117,062

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS’ EQUITY
 
 
Preferred stock, par value $0.001: Authorized shares are 10,000,000; Issued and outstanding shares - none
—

—

Common stock, par value $0.001: Authorized shares are 275,000,000; Issued shares are 122,215,867 and 117,420,874, respectively and outstanding shares are 120,815,344 and 116,475,318, respectively
122

117

Treasury stock, at cost - 1,400,523 shares and 945,556 shares, respectively
(13,226
)
(8,660
)
Additional paid-in capital
992,511

956,947

Accumulated deficit
(684,249
)
(779,225
)
Accumulated other comprehensive income (loss)
(221
)
(423
)
Total stockholders’ equity
294,937

168,756

Total liabilities and stockholders’ equity
$
698,451

$
285,818







TIVO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
 
Nine Months Ended October 31,
 
2011
2010
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
Net income (loss)
$
94,976

$
(50,124
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:


Depreciation and amortization of property and equipment and intangibles
6,682

6,824

Loss on disposal of fixed assets
—

42

Stock-based compensation expense
21,979

18,816

Amortization of discounts and premiums on investments
2,483

1,473

Non-cash loss on overallotment option
2,192

—

Utilization and write-down of trade credits
619

93

Allowance for doubtful accounts
322

323

Changes in assets and liabilities:

 
Accounts receivable
(3,311
)
(599
)
Inventories
(2,271
)
(10,922
)
Deferred cost of technology revenues
(11,088
)
(10,734
)
Prepaid expenses and other
(653
)
(589
)
Accounts payable
11,854

5,689

Accrued liabilities
5,717

3,038

Deferred revenue
40,056

(2,174
)
Deferred rent and other long-term liabilities
56,225

18

Net cash provided by (used in) operating activities
$
225,782

$
(38,826
)
CASH FLOWS FROM INVESTING ACTIVITIES
 

Purchases of short-term investments
(640,300
)
(133,264
)
Sales or maturities of long-term and short-term investments
256,990

155,175

Acquisition of property and equipment
(4,094
)
(5,280
)
Acquisition of capitalized software and intangibles
(281
)
—

Net cash provided by (used in) investing activities
$
(387,685
)
$
16,631

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
Proceeds from issuance of convertible senior notes, net
166,109

—

Proceeds from issuance of common stock related to exercise of common stock options
9,796

30,036

Proceeds from issuance of common stock related to employee stock purchase plan
3,284

2,407

Treasury stock - repurchase of stock for tax withholding
(4,566
)
(3,858
)
Net cash provided by financing activities
$
174,623

$
28,585

NET INCREASE IN CASH AND CASH EQUIVALENTS
$
12,720

$
6,390

CASH AND CASH EQUIVALENTS:


Balance at beginning of period
71,221

70,891

Balance at end of period
$
83,941

$
77,281







TIVO INC.
OTHER DATA
Subscriptions
Three Months Ended October 31,
(Subscriptions in thousands)
2011
2010
TiVo-Owned Subscription Gross Additions:
30

35

Subscription Net Additions/(Losses):




TiVo-Owned
(30
)
(45
)
MSOs
147

(67
)
Total Subscription Net Additions/(Losses)
117

(112
)
Cumulative Subscriptions:




TiVo-Owned
1,135

1,321

MSOs
910

951

Total Cumulative Subscriptions
2,045

2,272

% of TiVo-Owned Cumulative Subscriptions paying recurring fees
56
%
56
%
 
 
 

Included in the 1,135,000 TiVo-Owned subscriptions are approximately 270,000 lifetime subscriptions that have reached the end of the period TiVo uses to recognize lifetime subscription revenue. These lifetime subscriptions no longer generate subscription revenue.
Subscriptions. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our relative position in the marketplace and to forecast future potential service revenues. The TiVo-Owned lines refer to subscriptions sold directly or indirectly by TiVo to consumers who have TiVo-enabled DVRs and for which TiVo incurs acquisition costs. The MSOs lines refer to subscriptions sold to consumers by multiple system operators and broadcasters such as DIRECTV, Cablevision Mexico, Seven/Hybrid TV (Australia), Television New Zealand (TVNZ) (New Zealand), Virgin Media (United Kingdom), RCN, and Suddenlink and for which TiVo expects to incur little or no acquisition costs. Additionally, we provide a breakdown of the percent of TiVo-Owned subscriptions for which consumers pay recurring fees, including on a monthly and a prepaid one, two, or three year basis, as opposed to a one-time prepaid product lifetime fee.
We define a “subscription” as a contract referencing a TiVo-enabled DVR for which (i) a consumer has committed to pay for the TiVo service and (ii) service is not canceled. We count product lifetime subscriptions in our subscription base until both of the following conditions are met: (i) the period we use to recognize product lifetime subscription revenues ends; and (ii) the related DVR has not made contact to the TiVo service within the prior six month period. Product lifetime subscriptions past this period which have not called into the TiVo service for six months are not counted in this total. We amortize all product lifetime subscriptions over a 60 month period. We are not aware of any uniform standards for defining subscriptions and caution that our presentation may not be consistent with that of other companies. Additionally, the subscription fees that our MSOs pay us are typically based upon a specific contractual definition of a subscriber or subscription which may not be consistent with how we define a subscription for our reporting purposes nor be representative of how such subscription fees are calculated and paid to us by our MSOs. Our MSOs subscription data is based in part on reporting from our third party MSO partners.






TIVO INC.
OTHER DATA - KEY BUSINESS METRICS
 
 
 
 
Three Months Ended October 31,
TiVo-Owned Churn Rate
2011
2010
 
(In thousands, except churn rate per month)
Average TiVo-Owned subscriptions
1,149

1,345

TiVo-Owned subscription cancellations
(60
)
(80
)
TiVo-Owned Churn Rate per month
(1.7
)%
(2.0
)%

TiVo-Owned Churn Rate per Month. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our ability to retain existing TiVo-Owned subscriptions (including both monthly and product lifetime subscriptions) by providing services that are competitive in the market. Management believes factors such as service enhancements, service commitments, higher customer satisfaction, and improved customer support may improve this metric. Conversely, management believes factors such as increased competition, lack of competitive service features such as high definition television recording capabilities in our older model DVRs or access to certain digital television channels or MSO Video-on-Demand services, as well as, increased price sensitivity and installation and CableCARDTM technology limitations may cause our TiVo-Owned Churn Rate per month to increase.
We define the TiVo-Owned Churn Rate per month as the total TiVo-Owned subscription cancellations in the period divided by the Average TiVo-Owned subscriptions for the period (including both monthly and product lifetime subscriptions), which then is divided by the number of months in the period. We calculate Average TiVo-Owned subscriptions for the period by adding the average TiVo-Owned subscriptions for each month and dividing by the number of months in the period. We calculate the average TiVo-Owned 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 October 31,
Twelve Months Ended October 31,
 
2011
2010
2011
2010
Subscription Acquisition Costs
(In thousands, except SAC)
Sales and marketing, subscription acquisition costs
$
2,398

$
1,398

$
8,286

$
7,977

Hardware revenues
(12,970
)
(9,532
)
(45,901
)
(60,571
)
Less: MSOs'-related hardware revenues
8,998

3,416

24,273

23,272

Cost of hardware revenues
16,817

13,566

63,773

72,293

Less: MSOs'-related cost of hardware revenues
(6,351
)
(2,618
)
(17,463
)
(20,062
)
Total Acquisition Costs
8,892

6,230

32,968

22,909

TiVo-Owned Subscription Gross Additions
30

35

142

146

Subscription Acquisition Costs (SAC)
$
296

$
178

$
232

$
157


Subscription Acquisition Cost or 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. We define SAC as our total TiVo-Owned acquisition costs for a given period divided by TiVo-Owned subscription gross additions for the same period. We define total acquisition costs as sales and marketing, subscription acquisition costs less net TiVo-Owned related hardware revenues (defined as TiVo-Owned related gross hardware revenues less rebates, revenue share and market development funds paid to retailers) plus TiVo-Owned related cost of hardware revenues. The sales and marketing, subscription acquisition costs line item includes advertising expenses and promotion-related expenses directly related to subscription acquisition activities, but does not include expenses related to advertising sales. We do not include third parties’ subscription gross additions, such as MSOs’ gross additions with TiVo subscriptions, in our calculation of SAC because we typically incur limited or no acquisition costs for these new subscriptions, and so we also do not include MSOs’ sales and marketing, subscription acquisition costs, hardware revenues, or cost of hardware revenues in our calculation of




TiVo-Owned SAC. 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 October 31,
TiVo-Owned Average Revenue per Subscription
2011
2010
 
(In thousands, except ARPU)
Total Service revenues
$
32,413

$
34,298

Less: MSOs'-related service revenues
(4,087
)
(3,670
)
TiVo-Owned-related service revenues
28,326

30,628

Average TiVo-Owned revenues per month
9,442

10,209

Average TiVo-Owned per month subscriptions
1,149

1,345

TiVo-Owned ARPU per month
$
8.22

$
7.59

 
 
 
 
 
 
 
 
 
 
Three Months Ended October 31,
MSOs' Average Revenue per Subscription
2011
2010
 
(In thousands, except ARPU)
Total Service revenues
$
32,413

$
34,298

Less: TiVo-Owned-related service revenues
(28,326
)
(30,628
)
MSOs'-related service revenues
4,087

3,670

Average MSOs' revenues per month
1,362

1,223

Average MSOs' per month subscriptions
828

984

MSOs' ARPU per month
$
1.65

$
1.24


Average Revenue Per Subscription or 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 service fees, advertising, and audience research measurement. 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 and varying nature of these expenses and because management believes these expenses, which are included in hardware revenues, net, 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. Furthermore, ARPU for our MSOs may not be directly comparable to the service fees we may receive from these partners on a per subscription basis as the fees that our MSOs pay us may be based upon a specific contractual definition of a subscriber or subscription which may not be consistent with how we define a subscription for our reporting purposes or be representative of how such subscription fees are calculated and paid to us by our MSOs. For example, an agreement that includes contractual minimums may result in a higher than expected MSOs ARPU if such fixed minimum fee is spread over a small number of subscriptions.
We calculate ARPU per month for TiVo-Owned subscriptions by subtracting MSOs'-related service revenues (which includes MSOs' subscription service revenues and MSOs’-related advertising revenues) from our total reported net service revenues and dividing the result by the number of months in the period. We then divide by Average TiVo-Owned subscriptions for the period, calculated as described above for churn rate. The above table shows this calculation.
We calculate ARPU per month for MSOs’ subscriptions by first subtracting TiVo-Owned-related service revenues (which includes TiVo-Owned subscription service revenues and TiVo-Owned related advertising revenues) from our total reported service revenues. Then we divide average revenues per month for MSOs’-related service revenues by the average MSOs’ subscriptions for the period. The above table shows this calculation.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform




Act of 1995. These statements relate to, among other things, TiVo's future business and growth strategies including future subscription growth with TiVo's MSO customers and subscription growth in TiVo's retail business, future repurchases of TiVo stock by TiVo, the timing of future TiVo product roll-outs and availability of particular products in the future with customers such as DIRECTV, ONO, Charter, RCN, and Grande Communications among others, TiVo's ability to leverage its research and development in the future between customers and MSO and retail markets and the future strength and value of TiVo's intellectual property portfolio. 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 "Risk Factors" in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K and Amendment No. 1 for the fiscal year ended January 31, 2011, our Quarterly Reports on Form 10-Q for the period ended April 30, 2011 and July 31, 2011, and Current Reports on Form 8-K. The Company cautions 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, 2011
 
By:
/s/ Anna Brunelle
 
 
 
Anna Brunelle
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)