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 October 31, 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 80,649,544 as of November 30, 2004.
FORM 10-Q
FOR THE FISCAL QUARTER ENDED OCTOBER 31, 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)
| October 31, 2004 |
January 31, 2004 | |||||
| ASSETS | ||||||
| CURRENT ASSETS |
||||||
| Cash and cash equivalents |
$ | 88,532 | $ | 143,235 | ||
| Accounts receivable (includes $1,500 due from related parties as of January 31, 2004), net of allowance for doubtful accounts of $113 and $17 as of October 31, 2004 and January 31, 2004, respectively |
25,158 | 12,131 | ||||
| Inventories |
36,434 | 8,566 | ||||
| Prepaid expenses and other, current (includes $2,832 prepaid to related parties as of January 31, 2004) |
5,174 | 5,184 | ||||
| Total current assets |
155,298 | 169,116 | ||||
| LONG-TERM ASSETS |
||||||
| Property and equipment, net |
8,584 | 8,695 | ||||
| Intangible assets, net |
2,149 | 2,201 | ||||
| Prepaid expenses and other, long-term (includes $3,268 prepaid to related parties as of January 31, 2004) |
1,714 | 3,879 | ||||
| Total long-term assets |
12,447 | 14,775 | ||||
| Total assets |
$ | 167,745 | $ | 183,891 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| LIABILITIES |
||||||
| CURRENT LIABILITIES |
||||||
| Accounts payable |
$ | 25,143 | $ | 15,028 | ||
| Accrued liabilities (includes $880 due to related parties as of January 31, 2004) |
24,754 | 16,125 | ||||
| Deferred revenue, current (includes $1,814 from related parties as of January 31, 2004) |
39,638 | 38,392 | ||||
| Total current liabilities |
89,535 | 69,545 | ||||
| LONG-TERM LIABILITIES |
||||||
| Convertible notes payable (face value $10,450) |
7,301 | 6,005 | ||||
| Deferred revenue, long-term |
45,820 | 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)
| October 31, 2004 |
January 31, 2004 |
|||||||
| Deferred rent and other |
726 | 814 | ||||||
| Total long-term liabilities |
53,847 | 48,714 | ||||||
| Total liabilities |
143,382 | 118,259 | ||||||
| COMMITMENTS AND CONTINGENCIES (see Note 7) |
||||||||
| 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 150,000,000 Issued and outstanding shares are 80,618,061 and 79,588,476 respectively |
80 | 80 | ||||||
| Additional paid-in capital |
648,371 | 644,064 | ||||||
| Deferred compensation. |
(661 | ) | (1,262 | ) | ||||
| Accumulated deficit |
(623,427 | ) | (577,250 | ) | ||||
| Total stockholders’ equity |
24,363 | 65,632 | ||||||
| Total liabilities and stockholders’ equity |
$ | 167,745 | $ | 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 October 31, |
Nine Months Ended October 31, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Revenues |
||||||||||||||||
| Service and technology revenues (includes $7,345 from related parties for the three months ended October 31, 2003 and $6,805 and $15,735 from related parties for the nine months ended October 31, 2004 and 2003, respectively) |
$ | 28,377 | $ | 22,674 | $ | 81,311 | $ | 56,148 | ||||||||
| Hardware revenues |
27,894 | 24,479 | 60,823 | 47,345 | ||||||||||||
| Rebates, revenue share and other payments to channel |
(17,944 | ) | (3,897 | ) | (29,508 | ) | (5,045 | ) | ||||||||
| Net revenues |
38,327 | 43,256 | 112,626 | 98,448 | ||||||||||||
| Costs of revenues |
||||||||||||||||
| Costs of service and technology revenues |
7,970 | 8,834 | 25,069 | 23,566 | ||||||||||||
| Cost of hardware revenues |
28,486 | 25,413 | 68,056 | 48,149 | ||||||||||||
| Total cost of revenues |
36,456 | 34,247 | 93,125 | 71,715 | ||||||||||||
| Gross margin |
1,871 | 9,009 | 19,501 | 26,733 | ||||||||||||
| Research and development |
9,291 | 5,432 | 26,428 | 16,693 | ||||||||||||
| Sales and marketing (includes $2,155 to related parties for the three months ended October 31, 2003 and $1,100 and $5,937 to related parties for the nine months ended October 31, 2004 and 2003, respectively) |
14,212 | 5,704 | 25,838 | 14,205 | ||||||||||||
| General and administrative |
4,366 | 3,949 | 12,399 | 11,788 | ||||||||||||
| Total operating expenses |
27,869 | 15,085 | 64,665 | 42,686 | ||||||||||||
| Loss from operations |
(25,998 | ) | (6,076 | ) | (45,164 | ) | (15,953 | ) | ||||||||
| Interest income |
397 | 133 | 1,090 | 363 | ||||||||||||
| Interest expense and other |
(671 | ) | (1,330 | ) | (1,995 | ) | (3,915 | ) | ||||||||
| Loss before income taxes |
(26,272 | ) | (7,273 | ) | (46,069 | ) | (19,505 | ) | ||||||||
| Provision for income taxes |
(78 | ) | (115 | ) | (108 | ) | (152 | ) | ||||||||
| Net loss |
$ | (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 and diluted |
80,266,784 | 68,225,887 | 80,087,792 | 66,027,155 | ||||||||||||
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 | ||||||||||||||
| Issuance of common stock related to exercise of common stock options |
43,303 | 106 | 106 | |||||||||||||||||||
| Recognition of stock based compensation expense |
252 | 252 | ||||||||||||||||||||