UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2004.
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-27141
TIVO INC.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0463167 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2160 Gold Street, P.O. Box 2160, Alviso, CA 95002
(Address of principal executive offices including zip code)
(408) 519-9100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨.
The number of shares outstanding of the registrant’s common stock, $0.001 par value, was 80,300,739 as of May 28, 2004.
FORM 10-Q
FOR THE FISCAL QUARTER ENDED APRIL 30, 2004
TABLE OF CONTENTS
©2004 TiVo Inc. All Rights Reserved.
Except as the context otherwise requires, the terms “TiVo”, “Registrant”, “company”, “we”, “us”, or “our” as used herein are references to TiVo Inc. and its consolidated subsidiaries.
2
PART I : FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(unaudited)
| April 30, 2004 |
January 31, 2004 | |||||
| ASSETS | ||||||
| CURRENT ASSETS |
||||||
| Cash and cash equivalents |
$ | 138,360 | $ | 143,235 | ||
| Accounts receivable (includes $1,801 and $1,500 due from related parties), net of allowance for doubtful accounts of $40 and $17 as of April 30, 2004 and January 31, 2004, respectively |
10,087 | 12,131 | ||||
| Inventories |
5,154 | 8,566 | ||||
| Prepaid expenses and other, current (includes $1,846 and $2,832 prepaid to related parties as of April 30, 2004 and January 31, 2004, respectively) |
4,541 | 5,184 | ||||
| Total current assets |
158,142 | 169,116 | ||||
| LONG-TERM ASSETS |
||||||
| Property and equipment, net |
8,239 | 8,695 | ||||
| Intangible assets, net |
2,184 | 2,201 | ||||
| Prepaid expenses and other, long-term (includes $1,842 and $3,268 prepaid to related parties as of April 30, 2004 and January 31, 2004, respectively) |
3,119 | 3,879 | ||||
| Total long-term assets |
13,542 | 14,775 | ||||
| Total assets |
$ | 171,684 | $ | 183,891 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| LIABILITIES |
||||||
| CURRENT LIABILITIES |
||||||
| Accounts payable |
$ | 12,678 | $ | 15,028 | ||
| Accrued liabilities (includes $257 and $880 due to related parties as of April 30, 2004 and January 31, 2004, respectively) |
11,795 | 16,125 | ||||
| Deferred revenue, current (includes $75 and $1,814 from related parties as of April 30, 2004 and January 31, 2004, respectively) |
37,210 | 38,392 | ||||
| Total current liabilities |
61,683 | 69,545 | ||||
| LONG-TERM LIABILITIES |
||||||
| Convertible notes payable (face value $10,450) |
6,430 | 6,005 | ||||
| Deferred revenue, long-term |
43,469 | 41,895 | ||||
The accompanying notes are an integral part of these statements.
3
TIVO INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except share amounts)
(unaudited)
| April 30, 2004 |
January 31, 2004 |
|||||||
| Deferred rent and other |
718 | 814 | ||||||
| Total long-term liabilities |
50,617 | 48,714 | ||||||
| Total liabilities |
112,300 | 118,259 | ||||||
| COMMITMENTS AND CONTINGENCIES (see Note 6) |
||||||||
| STOCKHOLDERS’ EQUITY |
||||||||
| Preferred stock, par value $0.001: |
— | — | ||||||
| Common stock, par value $0.001: |
80 | 80 | ||||||
| Additional paid-in capital |
646,441 | 644,064 | ||||||
| Deferred compensation |
(820 | ) | (1,262 | ) | ||||
| Accumulated deficit |
(586,317 | ) | (577,250 | ) | ||||
| Total stockholders’ equity |
59,384 | 65,632 | ||||||
| Total liabilities and stockholders’ equity |
$ | 171,684 | $ | 183,891 | ||||
The accompanying notes are an integral part of these statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(unaudited)
| Three Months Ended April 30, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues |
||||||||
| Service and technology revenues (includes $5,087 and $4,312 from related parties for the three months ended April 30, 2004 and 2003, respectively) |
$ | 25,174 | $ | 16,068 | ||||
| Hardware revenues |
14,337 | 14,809 | ||||||
| Rebates, revenue share and other payments to channel |
(4,988 | ) | (2,357 | ) | ||||
| Net revenues |
34,523 | 28,520 | ||||||
| Costs of revenues |
||||||||
| Costs of service and technology revenues |
7,555 | 7,803 | ||||||
| Cost of hardware revenues |
16,850 | 14,178 | ||||||
| Total cost of revenues |
24,405 | 21,981 | ||||||
| Gross margin |
10,118 | 6,539 | ||||||
| Research and development |
8,999 | 5,472 | ||||||
| Sales and marketing (includes $816 and $1,873 to related parties for the three months ended April 30, 2004 and 2003, respectively) |
5,600 | 3,999 | ||||||
| General and administrative |
4,239 | 3,778 | ||||||
| Total operating expenses |
18,838 | 13,249 | ||||||
| Loss from operations |
(8,720 | ) | (6,710 | ) | ||||
| Interest income. |
327 | 114 | ||||||
| Interest expense and other |
(656 | ) | (1,274 | ) | ||||
| Loss before income taxes |
(9,049 | ) | (7,870 | ) | ||||
| Provision for income taxes |
(18 | ) | (12 | ) | ||||
| Net loss |
$ | (9,067 | ) | $ | (7,882 | ) | ||
| Net loss per common share-basic and diluted |
$ | (0.11 | ) | $ | (0.12 | ) | ||
| Weighted average common shares used to calculate basic and diluted |
79,799,865 | 64,021,345 | ||||||
The accompanying notes are an integral part of these statements.
5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
(unaudited)
| Common Stock |
Additional Paid-In Capital |
Deferred Compensation |
Accumulated Deficit |
Total |
||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||
| BALANCE JANUARY 31, 2004 |
79,588,476 | $ | 80 | $ | 644,064 | $ | (1,262 | ) | $ | (577,250 | ) | $ | 65,632 | |||||||||
| Cashless exercise of 654,487 warrants resulting in the net issuance of 241,492 shares of common stock |
241,492 | 0 | ||||||||||||||||||||
| Issuance of common stock related to purchase of patent rights |
31,708 | 306 | 306 | |||||||||||||||||||
| Issuance of common stock related to exercise of common stock options |
204,199 | 987 | 987 | |||||||||||||||||||
| Issuance of common stock related to employee stock purchase plan |
227,517 | 1,228 | 1,228 | |||||||||||||||||||
| Retirement due to forfeiture of unvested restricted common stock |
(16,852 | ) | (144 | ) | 144 | 0 | ||||||||||||||||
| Recognition of stock based compensation expense |
298 | 298 | ||||||||||||||||||||
| Net loss |
(9,067 | ) | (9,067 | ) | ||||||||||||||||||
| BALANCE APRIL 30, 2004 |
80,276,540 | 80 | 646,441 | (820 | ) | (586,317 | ) | 59,384 | ||||||||||||||
The accompanying notes are an integral part of these statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
| Three Months Ended April 30, |
||||||||
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net loss |
$ | (9,067 | ) | $ | (7,882 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization of property and equipment and intangibles |
1,223 | 1,491 | ||||||
| Amortization of prepaid advertising |
— | 376 | ||||||
| Non-cash interest expense |
464 | 916 | ||||||
| Recognition of stock-based compensation expense |
298 | — | ||||||
| Amortization of note receivable |
— | 235 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable, net (change includes ($301) and $384 from related parties for the three months ended April 30, 2004 and 2003) |
2,044 | (105 | ) | |||||
| Inventories |
3,412 | 2,004 | ||||||
| Prepaid expenses and other, current (change includes $986 and ($97) to related parties for the three months ended April 30, 2004 and 2003, respectively) |
604 | (127 | ) | |||||
| Prepaid expenses and other, long-term (change includes $1,426 and $95 to related parties for the three months ended April 30, 2004 and 2003, respectively) |
760 | 294 | ||||||
| Accounts payable |
(2,350 | ) | (888 | ) | ||||
| Accrued liabilities (change includes ($623) and ($1,381) to related parties for the three months ended April 30, 2004 and 2003, respectively) |
(4,024 | ) | (3,024 | ) | ||||
| Deferred revenue, current (change includes ($1,739) and $1,089 from related parties for the three months ended April 30, 2004 and 2003, respectively) |
(1,182 | ) | 296 | |||||
| Deferred revenue, long-term |
1,574 | 1,148 | ||||||
| Deferred rent and other long-term liabilities |
(96 | ) | (308 | ) | ||||
| Net cash used in operating activities |
(6,340 | ) | (5,574 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Acquisition of property and equipment |
(750 | ) | (407 | ) | ||||
| Net cash used in investing activities |
(750 | ) | (407 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Proceeds from issuance of common stock related to employee stock purchase plan |
1,228 | 820 | ||||||
| Proceeds from issuance of common stock related to exercise of common stock options |
987 | |||||||