TiVo 2004 Annual Report Download - page 75

Table of Contents
Index to Financial Statements
On January 24, 2005, the Company issued 1,127,819 shares of common stock to a noteholder upon conversion of $4,500,000 aggregate principal
amount of its convertible notes at the then current conversion price of $3.99 per share. Prior to January 24, 2005, on December 21, 2004 and January 19,
2005, the Company had issued 125,313 and 300,751 shares of common stock to two noteholders upon conversion of, respectively, $500,000 and $1,200,000
aggregate principal amounts of their convertible notes at the then current conversion price of $3.99 per share. The issuance of these shares of common stock
was exempt from registration pursuant to Section 3(a)(9) of the Securities Act. On January 25, 2005, the Company redeemed for cash the remaining
$4,250,000 outstanding 7% convertible senior note at a redemption price equal to the aggregate principal amount plus accrued interest up to, but not
including, the redemption date of January 25, 2005. There were no notes outstanding following the redemption date.
As of January 31, 2004 the carrying value of the convertible notes payable was as follows:
Convertible
notes
payable
Convertible
notes
payable-related
parties Total
(In thousands)
As of January 31, 2004
Face value of convertible notes payable $ 10,450 $ — $ 10,450
Unamortized discount resulting from warrants issued to noteholders (1,091) — (1,091)
Unamortized discount resulting from beneficial conversion feature (3,354) — (3,354)
Carrying value of convertible notes payable as of January 31, 2004 $ 6,005 $ — $ 6,005
• Interest expense and other for the year ended January 31, 2005 includes coupon interest expense of $572,000; amortization of the discount
pertaining to the value of the warrants issued on convertible notes payable of $1.1 million; and amortization of the discount pertaining to the
value of beneficial conversion of $3.4 million. Interest expense and other for the year ended January 31, 2004 includes coupon interest expense of
$732,000; amortization of the discount pertaining to the value of the warrants issued on convertible notes payable of $388,000; and amortization
of the discount pertaining to the value of beneficial conversion of $1.4 million.
• Interest expense and other-related parties for the year ended January 31, 2005 was zero. Interest expense and other-related parties for the year
ended January 31, 2004 includes coupon interest of $669,000; amortization of the discount pertaining to the value of the warrants issued on
convertible notes payable-related parties of $1.2 million; which includes accelerated amortization of $878,000 due to conversions of notes
payable – related parties during the year; and amortization of the discount pertaining to the value of the beneficial conversion of $4.8 million,
which includes accelerated amortization of $3.6 million due to conversions of notes payable – related parties during the year.
• Amortization of the discount resulting from the issuance of warrants to noteholders on convertible notes payable and convertible notes payable-
related parties was $1.1 million and $1.6 million for the years ended January 31, 2005 and 2004, respectively.
• Amortization of the discount pertaining to the value of the beneficial conversion of the convertible notes payable and convertible notes payable-
related parties was $3.4 million and $6.2 million for the years ended January 31, 2005 and 2004, respectively.
10. COMMON STOCK AND STOCKHOLDERS' EQUITY
Common Stock
On January 30, 2004, the Company issued 8,000,000 shares of its common stock, par value $.001 per share, at $9.30 per share to institutional investors.
The issuance of the shares was registered pursuant to the Company's $100 million universal shelf registration statement on Form S-3 (File No. 333-106731).
The net proceeds from this sale were approximately $74.1 million after deducting our estimated offering expenses of $343,000.
On July 1, 2003, the Company issued approximately 2.9 million shares of its common stock, par value $.001 per share, at $9.26 per share. Net proceeds
were approximately $26.1 million after deducting cash offering expenses of approximately $500,000. The shares of common stock were registered pursuant to
the Company's universal shelf registration statement on Form S-3 (File No. 333-53152) under the Securities Act of 1933, as amended, as supplemented by a
registration statement on Form S-3 (File No. 333-106507) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
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