TiVo 2013 Annual Report Download

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For the fiscal year ended January 31, 2014
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FOR THE TRANSITION PERIOD FROM TO
Commission file number 000-27141
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Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE PER SHARE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See

Table of contents

  • Page 1
    ... 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 o Indicate by check mark whether the...

  • Page 2
    definitions of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller Reporting Company o

  • Page 3
    ... whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x The aggregate market value of the registrant's common stock, $0.001 par value per share, held by non-affiliates of the registrant on July 31, 2013, the last business day of the registrant's most recently...

  • Page 4
    ...IV. Principal Tccountant Fees and Services 101 Item 15. Exhibit and Financial Statement Schedules 101 102 Signatures © 2014 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...

  • Page 5
    ... mobile devices (TV Everywhere), video delivered on demand to a MSO customers' set-top box (VOD), and network DVRs; • our expectations regarding continued regulatory required access to and installation and operational issues surrounding cable-operator provided CableCARDs™ and switched digital...

  • Page 6
    ... manufacturing resources due to long lead times, which may require us to record additional write-downs if such inventory exceeds forecasted demand; • • our expectations that in the future we may offer streaming content to Android devices; our expectations regarding our ability to perform...

  • Page 7
    ..., Hulu Plus, and Amazon Instant Video in one user interface), access to broadband video content, TiVo Online/Mobile Scheduling and applications on third-party devices such as tablet computers and smartphones. We distribute TiVo devices through consumer electronics retailers and through our on-line...

  • Page 8
    ... television advertisers to evaluate new and different ways to reach consumers and measure their interactions with content and advertising. The DVR and other new consumer electronic devices which access broadband video have given viewers the freedom to view content when they want; and this time...

  • Page 9
    ...to control their set-top boxes as well as, currently with respect to iOS-enabled devices and in the future with respect to Android-enabled devices, to consume video both inside and outside the home. We continue to update the TiVo service with new audio and video applications such as Spotify and Hulu...

  • Page 10
    ...client software functions on set-top boxes, tablets, and mobile devices which run the TiVo software. We have enhanced the client software to support multiple services and applications, such as receipt of broadband video content, digital music, and photos. The TiVo client software manages interaction...

  • Page 11
    ... TiVo website, web forums, email, and telephone support. We offer a manufacturer's warranty of 90 days for labor and one year for parts on the DVRs TiVo manufacturers which enable our TiVoOwned subscriptions. We contract with third-parties to handle warranty repair. Warranties provided to service...

  • Page 12
    ...in the United States against services sold directly by cable, telecommunications, and satellite operators. These products typically combine pay television reception with DVR functionality; most of these products include multiple tuners, high definition recording, and in some cases multi-room viewing...

  • Page 13
    ... in the Advertising and Research businesses. Digital video recorder services, in general, and TiVo, specifically, compete with other advertising media such as print, radio, television, VOD, Internet, and other emerging advertising platforms for a share of advertisers' total advertising budgets. If...

  • Page 14
    ..., 2012. Mr. Phillips oversees Engineering and Operations company-wide, which includes engineering activity for consumer product distribution, service providers, advertising and audience research efforts, as well as manufacturing, distribution, call center, service operations, information technology...

  • Page 15
    ...-held, media and marketing research company headquartered in New York, New York, now named TiVo Research and Analytics, Inc. (TRA). On February 14, 2014, we acquired Digitalsmiths Corporation, a privately-held cloud based video search and recommendation service for the Pay TV industry, based...

  • Page 16
    ... of TiVo subscriptions, the prices at which we sell TiVo set-top boxes, the amount of research and development expenses we incur to fund new product development and expand our engineering services capacity, and the amount and timing of settlement payments. In fiscal year 2012, we entered into patent...

  • Page 17
    ... to consumers without providing TiVo with a commercially viable alternative method of accessing digital cable, high definition, and premium cable channels that works across cable systems nationwide, we would be unable to sell most of our current retail products, may be unable to create future retail...

  • Page 18
    ... and/or could require us to change our business. The delivery of television programming, access to television signals by consumer electronics devices, and the collection of viewing information from subscriptions via the TiVo service and a DVR represent a relatively new category in the television and...

  • Page 19
    ... eliminate any profit from these arrangements, and in such a case our business would be harmed. If we our unable to renew or extend our existing contract with DIRECTV, our business could be harmed. DIRECTV is our largest MSO subscription customer by revenue, but no longer represents a meaningful...

  • Page 20
    ... customer Time Warner Cable. In the event of such consolidation in the television industry, our business could be harmed by the loss of existing or potential future customers opportunities. We face intense competition from a number of sources, which may impair our revenues, increase our subscription...

  • Page 21
    ... our revenues. Many of our customers already pay monthly fees for cable or satellite television. We must convince these consumers to pay an additional subscription fee to receive the TiVo service. Consumers may perceive the TiVo service and related DVR and non-DVR products as too expensive. In order...

  • Page 22
    .../VODbased video, time-shifting of linear television, transfer of recorded programs to portable devices, access to web based and broadband delivered content not available through traditional cable and satellite operators, and therefore may not value the benefits of the TiVo service and products. We...

  • Page 23
    ... with Amazon Video On Demand, Netflix, Hulu Plus, Pandora, and our other partners, on our own, or an equivalent offering with other third-parties, the attractiveness of the TiVo service to new subscribers would be harmed as consumers increasingly look for new ways to receive and view digital content...

  • Page 24
    ... used in the TiVo-enabled DVRs and the TiVo service, of which we may not have written supply agreements with certain sole suppliers for key components or services for our products. For example, Broadcom is the sole supplier of the system controller for our DVR. We do not currently have a long...

  • Page 25
    ... TiVo-enabled DVRs with a contract manufacturer. We sell these units to retailers and distributors, as well as through our own online sales channels. Product manufacturing is outside our core business and we face significant risks if our contract manufacturer does not perform as expected. If we fail...

  • Page 26
    ... by internal system errors, bugs, and software deployment issues which may cause us to not meet MSO customers. These types of interruptions in the TiVo service may reduce our revenues and profits, including possible termination of existing MSO customer contracts. We currently house the server...

  • Page 27
    ... TiVo service or maintain and expand our operations in a cost-effective or timely manner, our ability to attract and retain customers and generate revenue will suffer. We must manage product transitions successfully in order to remain competitive. The introduction of a new product or product line...

  • Page 28
    ... of our customer support functions. Furthermore, the installation of a CableCARD T M for TiVo customers may be performed by third-party cable operators and TiVo would then be dependent on such parties to timely service new subscribers to enable their receipt of digital and premium cable content. Our...

  • Page 29
    ...to fast-forward through commercials, the ability to delete recordings only when instructed and the ability to transfer recordings from a TiVo-enabled DVR to a personal computer and/or portable media devices via TiVoToGo transfers. Based on market or consumer pressures, we may decide in the future to...

  • Page 30
    ... to install modified software on their TiVo product, which could adversely affect our business. If GPLv3 is widely adopted among the open source community, we may be unable to use future open source enhancements or components in our software, which could adversely affect our business. DVRs could...

  • Page 31
    29

  • Page 32
    ... network of state and federal laws is increasingly regulating these promotional activities. Additionally, we enter into subscription service contracts directly with consumers which govern both our provision of and the consumers' payment for the TiVo service. For example, consumers who activate new...

  • Page 33
    ... digital video recorder boxes. This and future energy regulations could potentially make it more costly for us to design, manufacture, and sell our DVRs to our customers thus harming the growth of our business. Additionally, as our business grows and we expand our employed and contracted work...

  • Page 34
    Table of Contents money received by us for the sale of gift subscriptions or related to our past rebate offers could be subject to state and federal escheat, or unclaimed property, laws in the future. If this were the case, our business could be adversely impacted. If we fail to comply with the ...

  • Page 35
    ... TiVo service; seasonality and other consumer and advertising trends; entering into new or terminating existing strategic partnerships; timing of the roll-out of the TiVo service and delivery of customized set-top boxes to our strategic partners; • changes in our pricing policies, the pricing...

  • Page 36
    ... houses our administrative, sales and marketing, customer service and product development activities, is located in San Jose, California, under a lease that expires on January 31, 2017. Our corporate headquarters includes two buildings totaling 127,124 square feet of office space and an additional...

  • Page 37
    ... that time, there was no public trading market for our common stock. The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the Nasdaq Global Market, on any trading day during the respective period: Fiscal Year 2014 Fourth Quarter...

  • Page 38
    ... stock. (2) During the month of December 2013 TiVo acquired 32,292 shares at a weighted average price of $12.79 from employees upon the vesting of restricted stock. (3) During the month of January 2014 TiVo acquired 7,110 shares at a weighted average price of $12.62 from employees upon the vesting...

  • Page 39
    ... the fiscal years ended January 31, 2014 , 2013, 2012, 2011, and 2010, respectively are presented below. These historical results are not necessarily indicative of the results of operations to be expected for any future period. The data set forth below (in thousands, except share and per share data...

  • Page 40
    ... Net revenues Cost and Expenses Cost of service revenues Cost of technology revenues Cost of hardware revenues Research and development Sales and marketing Sales and marketing, subscription acquisition costs Fiscal Year Ended January 31, 2013 2012 2011 (in thousands, except per share data and share...

  • Page 41
    ... home. We are a leading provider of software and service technology that enables distribution and management of video content through set-top boxes with and without DVR functionality, and an increasing variety of consumer electronic applications and devices, such as smartphones and tablets. We offer...

  • Page 42
    ... useful to investors, in order to evaluate our relative position in the marketplace and to forecast future potential service revenues. Below is a table that details the change in our subscription base during the twelve months ended January 31, 2014, 2013, and 2012, respectively. The TiVo-Owned lines...

  • Page 43
    ...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 as opposed to a one-time prepaid product lifetime fee. Fiscal Year Ended January 31, 2014 2013 2012 126 117 114 (63) 1,123 1,060 966...

  • Page 44
    ... 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...

  • Page 45
    ...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, subscription, or a TiVo-enabled device which may not be consistent with how we define a subscription for our reporting...

  • Page 46
    ... ARPU per month for TiVo-Owned subscriptions by subtracting MSOs'-related service revenues (which includes MSOs subscription service revenues and MSOs'-related advertising and audience research revenues) from our total reported net service revenues and dividing the result by the number of months in...

  • Page 47
    ... service to consumers; arrangements with multiple system operators and broadcasters (MSOs) which generally include delivery of software customization and set up services, training, post contract support (PCS), TiVo-enabled DVRs and TiVo service; and bundled sales of advertising and audience research...

  • Page 48
    ... sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee...

  • Page 49
    ... higher churn of product lifetime subscriptions due to the incompatibility of our standard definition TiVo units with high definition programming and increased competition, we may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter...

  • Page 50
    ..., in which case our business would be harmed." For the fiscal year ended January 31, 2014, the majority of our technology revenues (after excluding revenues from our licensing agreements with DISH, AT&T, Verizon, and Motorola/Cisco) were related to Com Hem and Virgin (United Kingdom). Valuation...

  • Page 51
    ... cash flow projections. When projecting the stream of future cash flows associated with TRA for purposes of determining long-lived asset recoverability, management makes assumptions, incorporating market conditions, sales growth rates, gross profit, and operating expenses. Deferred Tax Tssets...

  • Page 52
    ... decline in future quarters as MSO customers start to transition to Pace and other products. Hardware revenues, net of allowance for sales returns and net of revenue share and marketing development fund payments for the fiscal year ended January 31, 2013 increased by $20.7 million as compared to the...

  • Page 53
    ...and network expenses, employee salaries, service center, credit card processing fees, and other expenses related to providing the TiVo service. Cost of service revenues increased by $8.9 million during the fiscal year ended January 31, 2014 as compared to the same prior year period. This increase in...

  • Page 54
    ... to the same prior year period largely due to more DVR units sold during the fiscal year at a higher average selling price per unit which had a lower or no hardware subsidy (as historically we have at times sold our hardware at a loss as a means to acquire new subscriptions) as compared to the same...

  • Page 55
    ...whole home DVR and non-DVR technologies and new features and functionality as well as investments in creating an integrated software code base across our product lines to increase the efficiency of our product development efforts in the future. During the fiscal year ended January 31, 2014, research...

  • Page 56
    ... the terms of the Agreement, Verizon agreed to pay us a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if Verizon's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to TiVo on September 28...

  • Page 57
    Table of Contents On January 3, 2012, we entered into a Settlement and Patent License Agreement with AT&T, Inc. Under the terms of the agreement, AT&T agreed to pay us a minimum of $215 million plus incremental monthly fees per DVR subscriber if the growth of AT&T's subscriber base exceeds certain ...

  • Page 58
    ... $250.4 million plus incremental monthly fees per DVR subscriber if Verizon's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to us on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end...

  • Page 59
    ... received from our Motorola/Cisco settlement, which positively impacted our net income of $271.8 million and increased our deferred revenues by $330.9 million as compared to the same prior year period. During the fiscal year ended January 31, 2013 our net cash provided by operating activities...

  • Page 60
    ...of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help assure adequate component supply, we enter into agreements with contract manufacturers and suppliers that...

  • Page 61
    ... respectively. Ts of January 31, 2014 2013 1,002,472 $ 627,240 0.51% 0.65% Cash and cash equivalents and short-term investments (in thousands) Average interest rate for fiscal year ended $ Although payments under the operating leases for our facility are tied to market indices, we are not exposed...

  • Page 62
    Table of Contents ITEM 8. FINTNCITL STTTEMENTS TND SUPPLEMENTTRY DTTT Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets 61 62 64 65 Consolidated Statements of Operations Consolidated Statements of Comprehensive ...

  • Page 63
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 64
    Table of Contents TIVO INC. CONSOLIDTTED BTLTNCE SHEETS (In thousands, except per share and share amounts) 62

  • Page 65
    ... for doubtful accounts of $429 and $362, respectively Inventories Deferred cost of technology revenues, current Deferred tax assets Prepaid expenses and other, current Total current assets LONG-TERM ASSETS Property and equipment, net of accumulated depreciation of $52,819 and $51,012, respectively...

  • Page 66
    ... Contents TIVO INC. CONSOLIDTTED STTTEMENTS OF OPERTTIONS (In thousands, except per share and share amounts) Fiscal Year Ended January 31, 2014 2013 2012 133,725 $ 101,592 68,591 303,908 Revenues Service revenues Technology revenues Hardware revenues Net revenues Cost of revenues Cost of service...

  • Page 67
    Table of Contents TIVO INC. CONSOLIDTTED STTTEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Fiscal Year Ended January 31, 2014 2013 2012 271,816 $ (5,264) $ 102,161 Net income (loss) Other comprehensive income: Available-for-sale securities: Unrealized gain (loss) on marketable securities ...

  • Page 68
    ... common stock related to exercise of common stock options 2,258,533 828,942 - - - - (2,466,332 ) - - - - (24,003) - - - - - - (5,264) 162 222 $ 16,268 Issuance of common stock related to employee stock purchase plan Issuance of restricted shares of common stock 5,816 (4) 5,817 3,827,568...

  • Page 69
    Table of Contents The accompanying notes are an integral part of these consolidated financial statements. 67

  • Page 70
    Table of Contents TIVO INC. CONSOLIDTTED STTTEMENTS OF CTSH FLOWS (In thousands) 68

  • Page 71
    ... investments Sales or maturities of long-term and short-term investments Purchase of long-term investment Acquisition of business, net of cash and cash equivalents acquired Acquisition of property and equipment Acquisition of capitalized software and intangibles Net cash used in investing activities...

  • Page 72
    ...including digital cable signals in connection with CableCARD and switched digital Internet Protocol, downloadable conditional access, and other new signal delivery and encryption technologies; dependence on its relationships with third-party service providers for subscription growth; and the Company...

  • Page 73
    70

  • Page 74
    ... Company reviews its trade receivable by aging category to identify significant customers with known disputes or collection issues. For accounts not specifically identified, the Company provides allowances based on the age of the receivable. In determining the allowance, the Company makes judgments...

  • Page 75
    ... the stream of future cash flows associated with TRA for purposes of determining long-lived asset recoverability, management makes assumptions, incorporating market conditions, sales growth rates, gross profit, and operating expenses. Deferred Tax Tssets The Company makes certain estimates...

  • Page 76
    ...-enabled DVRs and TiVo service The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one year for monthly payment plans (monthly...

  • Page 77
    ... churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter...

  • Page 78
    ...30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable. Certain payments to retailers and distributors such as market development funds and revenue share are recorded as...

  • Page 79
    ...and long-term investments. The majority of the Company's customers are concentrated in the United States. The Company is subject to a minimal amount of credit risk related to service revenue contracts as these are primarily obtained through credit card sales. The Company sells its TiVo-enabled DVRs...

  • Page 80
    ... exist and suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time if at all. The TiVo service is enabled through the use of a DVR manufactured for TiVo by a third-party contract manufacturer...

  • Page 81
    ...value of the Company's debt investments, designated as available-for-sale classified by the contractual maturity date of the security: Ts of January 31, 2014 2013 Due within 1 year Due within 1 year through 5 years Due within 5 years through 10 years Due after 10 years Total $ (in thousands) 662...

  • Page 82
    ...loss position for greater than twelve months as of January 31, 2014 and January 31, 2013. 4. FTIR VTLUE Inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect TiVo's market assumptions...

  • Page 83
    ...interest rates, TiVo's stock price and stock price volatility and are determined by Level 2 inputs, including prices for the convertible debt observed in market trading. The carrying value of these financial liabilities at January 31, 2014 and January 31, 2013 was $172.5 million (for both years) and...

  • Page 84
    Table of Contents Ts of January 31, 2014 Quoted Prices in Tctive Markets for Identical Tssets (Level 1) Significant Other Observable Significant Unobservable Inputs (Level 3) Total Inputs (Level 2) (in thousands) Tssets: Cash equivalents: Commercial paper Money market funds Short-term ...

  • Page 85
    Table of Contents Level 1 Measurements TiVo's cash equivalents held in money market funds, TiVo's available-for-sale securities and the trading securities are measured at fair value using Level 1 inputs. Level 2 Measurements The Company uses inputs such as broker/dealer quotes, and other similar ...

  • Page 86
    ... cost of service revenues and $1.5 million associated with the impairment of customer relationships and trade names is included sales and marketing expenses for the three and twelve months ended January 31, 2014. The total expected future annual amortization expense related to purchased technology...

  • Page 87
    ... and use several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with the Company's contract manufacturer and...

  • Page 88
    ...Facilities Leases The Company leases its corporate headquarters, located in San Jose, California, comprising a total of 176,254 square feet of office space. The corporate headquarters houses its administrative, sales and marketing, customer service, and product development activities, under a lease...

  • Page 89
    ... performance-based awards, and stock purchase rights. The 1999 Plan allows the grant of options to purchase shares of the Company's common stock to employees and other individuals at a price equal to the fair market value of the common stock at the date of grant. The options granted to new employees...

  • Page 90
    ... year. Under the Employee Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months . As of January 31, 2014 , the total number of shares reserved for issuance under this plan is 10,000,000 . As of January 31, 2014 , 1,884,542 shares remain available for future purchases...

  • Page 91
    ... date of such termination. Stock Options Tctivity A summary of the stock options activity and related information for the fiscal years ended January 31, 2014, 2013, and 2012 is as follows: WeightedTverage Shares (in thousands) Exercise Price WeightedTverage Remaining Contractual Term Tggregate...

  • Page 92
    ... shares of the market-based awards and extends the performance period to January 31, 2018. Total compensation cost recognized related to these performance-based awards was approximately $519,000, $155,000, and $254,000 for the fiscal years ended January 31, 2014 , 2013, and 2012, respectively...

  • Page 93
    ... of Contents Performance and Market Based Twards In fiscal year 2012, the Company awarded 225,000 shares of restricted stock to the Company's Chief Executive Officer that would vest over a three-year period. The vesting conditions of 150,750 shares are tied to the subscriptions and annual gross...

  • Page 94
    ... 2014 . TiVo is under no obligation to continue matching future employee contributions and at the Company's discretion may change its practices at any time. 14. INCOME TTXES Income (loss) from continuing operations before income taxes for the fiscal years ended January 31, 2014, 2013, and 2012 were...

  • Page 95
    ...of Contents 2014 Federal tax at statutory rate State taxes Stock Based Compensation Federal Research Tax Credit Non-deductible compensation expense Non-deductible expenses and other Foreign withholding tax Change in valuation allowance Total tax expense $ $ Fiscal Year Ended January 31, 2013 2012...

  • Page 96
    ...an adjustment to tax attributes carried forward to open years. Since the timing of resolution and closure of the Company's open tax years is highly uncertain, the Company does not believe that the unrecognized tax benefits would materially change in the next twelve months. 15. NET INCOME (LOSS) PER...

  • Page 97
    ... 31, 2014 2013 2012 Unvested restricted stock Options to purchase common stock Potential shares to be issued from ESPP Convertible senior notes Total 3,068 592,761 - - 595,829 5,956,316 10,358,316 87,999 15,462,193 31,864,824 1,007,735 4,286,876 - - 5,294,611 16. SETTLEMENTS DISH Network On...

  • Page 98
    ... 21, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. (Verizon). Under the terms of the Agreement, Verizon has agreed to pay TiVo a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if Verizon's subscriber base...

  • Page 99
    ... will be recorded as technology revenues over the term of the agreement through July 31, 2018 using a pattern reflective of an increasing number of subscribers covered by the minimum fixed license payments. Any incremental monthly fees per DVR subscriber payable if the Verizon's subscriber base...

  • Page 100
    ...licensing agreements with DISH, AT&T, Verizon, and Motorola/Cisco is expected to be recognized (revenues) and received (cash) for fiscal year 2015 and on an annual basis for the fiscal years thereafter as follows: Fiscal Year Ending January 31, 2015 2016 2017 2018 2019 2020 - 2024 Total Licensing...

  • Page 101
    Table of Contents Three Months Ended Jan 31, 2014 Revenues Oct 31, 2013 Jul 31, 2013 Tpr 30, 2013 Jan 31, 2013 Oct 31, 2012 Jul 31, 2012 Tpr 30, 2012 (unaudited, in thousands except per share and share amounts) Service revenues Technology revenues Hardware revenues 36,317 47,716 33,526 ...

  • Page 102
    ... Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management...

  • Page 103
    ... 120 days after the end of the fiscal year to which this report relates. Code of Ethics. We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller. This code of ethics is posted on our website located at www.tivo...

  • Page 104
    Table of Contents PTRT IV. ITEM 15. EXHIBITS TND FINTNCITL STTTEMENT SCHEDULES (a) List the following documents filed as part of the report: (1) All financial statements: Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance ...

  • Page 105
    Table of Contents SIGNTTURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized. TIVO INC. Date: March 14, 2014 /S/ THOMAS S. ROGERS ...

  • Page 106
    ...-effective amendments) to this Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform...

  • Page 107
    Table of Contents Signature Title Date /S/ THOMAS S. ROGERS Thomas S. Rogers Chief Executive Officer, President, and Director (Principal Executive Officer) March 14, 2014 /S/ NAVEEN CHOPRA Naveen Chopra Chief Financial Officer (Principal Financial Officer) March 14, 2014 /S/ PAVEL KOVAR ...

  • Page 108
    ... Equity Incentive Plan and related documents. TiVo Inc. Amended & Restated 1999 Employee Stock Purchase Plan. TiVo Inc. Amended & Restated 1999 Employee Stock Purchase Plan Offering Document. TiVo Inc. Amended & Restated 2008 Equity Incentive Award Plan. Form of Stock Option Agreement for Amended...

  • Page 109
    .... Summary of TiVo Inc. Fiscal Year 2012 Bonus Plan for Executive Officers. Summary of TiVo Inc. Fiscal Year 2013 Bonus Plan for Executive Officers. Vendor Agreement, dated as of March 3, 2002, between TiVo Inc. and Best Buy Co., Inc. First Amendment to Vendor Agreement, effective as of February...

  • Page 110
    ...58+ 10.59* Non-DVR Media Application Addendum between TiVo Inc. and Best Buy Stores, L.P., made effective as of July 7, 2009, to the Master Marketing and Development Agreement, dated as of July 7, 2009. First Amendment to the Master Marketing and Development Agreement, effective as of June 1, 2011...

  • Page 111
    .... Management contract or compensatory plan or arrangement. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TiVo Inc...

  • Page 112
    ... ASREEMENT; ACKNOWLEDSMENT OF LEASE ASSISNMENT, ATTORNMENT AND NONDISTURBANCE ASREEMENT ("Agreement") is made November 14, 2013, by and between ECI FOUR SOLD STREET LLC a Delaware limited liability company ("Owner" or "Landlord"), TIVO INC., a Delaware corporation ("Tenant") and WELLS FARSO BANK...

  • Page 113
    ... period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence to completion; 3.2 3.3 No Advance Rents. Tenant will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease with the...

  • Page 114
    ... at the address set forth below (subject to change from time to time by written notice to all other parties to this Agreement). All notices, demands or other communications shall be considered as properly given if delivered personally or sent by first class United States Postal Service mail, postage...

  • Page 115
    ... the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other party in the manner set forth hereinabove. 6.3 Heirs, Successors and Assigns . Except as otherwise expressly provided under the...

  • Page 116
    ... o By: ECI Four SRE Sold Street LLC, a Delaware limited liability company, its sole member o By: Embarcadero Capital Investors Four LP, a Delaware limited partnership its managing member o By: ECP Four LLC a Delaware limited liability company its general Partner By: /s/ Eric Yopes Name: Eric Yopes...

  • Page 117
    ...-Disturbance Agreement dated as of November 14, 2013, executed by ECI Four Sold Street LLC, a Delaware limited liability company, as "Owner" or "Landlord", TIVO INC., as "Tenant", and WELLS FARSO BANK, NATIONAL ASSOCIATION, as "Lender". All the certain real property located in the City of San Jose...

  • Page 118
    ... SHOWN AND DELINEATED ON THAT CERTAIN MAP ENTITLED "PARCEL MAP, BEINS A RESUBDIVISION OF PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON SEPTEMBER 29, 1998 IN BOOK 708 OF MAPS, PASES 33-37 AND THAT PARCEL OF LAND...

  • Page 119
    ...STATE OF CALIFORNIA COUNTY OF Santa Clara SS. On November 12, 2013 before me, (insert name and title of the officer), personally appeared Naveen Chopra , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed... laws of the State of California that ...

  • Page 120
    ... sheets of TiVo Inc. and subsidiaries as of January 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended January 31, 2014, and the effectiveness of internal...

  • Page 121
    ... by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has...

  • Page 122
    ... by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has...

  • Page 123
    ... Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas S. Rogers, Chief Executive Officer of the Company, certify pursuant to 18...

  • Page 124
    ...-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Naveen Chopra, Chief Financial Officer of the Company, certify pursuant to 18...

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