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TIVO INC (TIVO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/15/2004
Filed Period 01/31/2004

Table of contents

  • Page 1
    TIVO INC (TIVO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/15/2004 Filed Period 01/31/2004

  • Page 2
    ...in Exchange Act Rule 12b-2). Yes x No ¨ As of July 31, 2003, the aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sales price for the registrant's common stock, as reported in the Nasdaq National Market System, was $481.6 million. On April...

  • Page 3
    ... ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES ©2004 3 3 13 13 14 15 15...

  • Page 4
    ...-time "product lifetime" fee of $299. In addition, DIRECTV pays recurring per-household monthly fees in order to offer the TiVo service to its satellite TV subscribers. Technology revenues. We possess technology supported by a portfolio of patents that enables us to offer TiVo-enabled DVR software...

  • Page 5
    ... companies pay us to market their products, and television networks pay us to promote upcoming programs. In the future, content providers could use the TiVo service to offer consumers special programming and pay-per-view packages such as movies, sporting events, and television shows. Our Strategy...

  • Page 6
    ... TiVo service infrastructure enables the ongoing operation of the TiVo service, managing the distribution of proprietary services and specialized content such as program guide data, Showcases, and TiVo client software upgrades. It interfaces with our billing and customer support systems for service...

  • Page 7
    ... ways. First, we sell directly to consumers who have purchased a TiVo-enabled DVR. We sell the TiVo service either for a monthly subscription rate of $12.95, or for a single payment of $299 for the lifetime of the DVR. Second, we market our service through our relationship with DIRECTV. DIRECTV pays...

  • Page 8
    ... from the sale of TiVo-branded DVRs manufactured for us. To drive sales while managing costs, we have shared marketing expenses with key retailers, and in some cases, we have offered to share a portion of the subscription revenues. Other Revenue Streams. We also receive revenues from promotions and...

  • Page 9
    ... or monthly subscription basis, or can offer content without charge. To the extent that cable operators begin to offer regular television programming as part of their VOD offerings, consumers will have an alternate means of watching time-shifted shows other than using DVRs. • • Licensing Fees...

  • Page 10
    Table of Contents • U.S. patent number 6,233,389, entitled Multimedia Time Warping System, originally filed in July of 1998, which describes many of the key inventions associated with the TiVo-enabled DVR software and hardware design. We refer to this as the "TimeWarp" patent. Key inventions ...

  • Page 11
    ..., Inc. ("SGI") focused on enabling applications development for emerging interactive media markets. From July 1991 to August 1994, Mr. Ramsay served as the Senior Vice President and General Manager of Silicon Graphics' Visual Systems Group. Mr. Ramsay also held the positions of vice president and...

  • Page 12
    ...that he founded to develop software products targeted at managed electronic distribution. From November 1994 to May 1996, Mr. Barton served as Chief Technical Officer of Interactive Digital Solutions Company, a joint venture of Silicon Graphics and AT&T Network Systems created to develop interactive...

  • Page 13
    ... currently Vice President, Service Engineering. Previously he served as Engineering VP at TenTV.com, a streaming media educational services firm. From March 1991 to August 1999, Mr. Kershner held engineering and program management positions at SGI focused on digital media and web applications. Prior...

  • Page 14
    ... website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. ITEM 2. Properties Our corporate headquarters, which houses our administrative, sales and marketing, customer service and product development activities, is located...

  • Page 15
    ... infringed this patent by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. Pause Technology seeks unspecified monetary damages as well as an injunction against our operations. It also seeks attorneys' fees and costs. On February 6, 2004, we...

  • Page 16
    ...current policy of paying no cash dividends to holders of our common stock for the foreseeable future. Recent Sales of Unregistered Securities Strangeberry Merger. On January 12, 2004 we acquired Strangeberry Inc. ("Strangeberry"), a small Palo Alto based technology company specializing in using home...

  • Page 17
    ... of Operations Data: Revenues Service revenues Technology revenues Hardware revenues Rebates, revenue share, and other payments to the channel Net Revenues Costs and expenses Cost of service revenues Cost of technology revenues Cost of hardware revenues Research and development Sales and marketing...

  • Page 18
    Table of Contents As of January 31, As of January 31, As of January 31, As of January 31, As of December 31, 2004 2003 2002 2001 2000 (in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents Total assets Current redeemable convertible preferred stock Long-term portion of ...

  • Page 19
    ... revenues Technology revenues Hardware revenues Rebates, revenue share, and other payments to channel Net revenues Costs of Revenues Cost of service revenues Cost of technology revenues Cost of hardware revenues Total costs of revenues Gross margin Operating Expenses Research and development Sales...

  • Page 20
    ...technology and services for digital video recorders, or DVRs, a rapidly growing consumer electronics category. Our subscription-based TiVo service improves home entertainment by providing consumers with an easy way to record, watch, and control television. The TiVo service also offers the television...

  • Page 21
    ... The DIRECTV line items refer to subscriptions sold to customers who have integrated DIRECTV satellite receivers with TiVo. Additionally, we provide a breakdown of the percent of TiVo Service Subscriptions for which consumers pay a recurring fee. DIRECTV reports and pays us monthly subscription fees...

  • Page 22
    ... number of subscriptions added during the three months ended January 31, 2003. Consumer demand for TiVo-enabled DVR and DVD products was driven by broad availability and strong support in the retail channel, a $50 rebate program that began in September 2003, and increased consumer awareness of TiVo...

  • Page 23
    .... Recognition Period for Lifetime Subscriptions Revenues TiVo offers a lifetime subscription option for the life of the DVR for a one-time, upfront payment. We recognize subscription revenues from lifetime subscriptions ratably over a four-year period, based on our estimate of the useful life...

  • Page 24
    ... in accounting for these transactions. Had alternative assumptions been used, the values obtained may have been materially different. Results of Operations Revenues. Our revenues (before rebates, revenue share, and other payments to the channel) for the fiscal years ended January 31, 2004, 2003, and...

  • Page 25
    ... service cost per subscription including using satellite transmission of the TiVo service for subscribers using the DIRECTV Receiver with TiVo. Cost of technology revenues increased by approximately 69% or $5.6 million for the fiscal year ended January 31, 2004 as compared to the prior fiscal year...

  • Page 26
    ... services activities, which were classified as costs of technology revenues. Sales and marketing expenses. Sales and marketing expenses consist primarily of employee salaries and related expenses, media advertising, public relations activities, special promotions, trade shows, and the production...

  • Page 27
    ..., compared to fiscal year 2003. This decrease was a result of renegotiated contracts with DIRECTV and lower manufacturing volumes by related party consumer electronic manufacturers. Revenue share is calculated as an agreed upon percentage of revenue for a specified group of TiVo subscriptions. The...

  • Page 28
    ... significantly increase our investment in subscription acquisition activities with a focus on growing TiVo Service subscriptions. We believe our cash and cash equivalents and funds generated from operations represent sufficient resources to fund operations, capital expenditures, and working capital...

  • Page 29
    ...we began to sell TiVo-enabled DVRs to retailers and through our website. Cash from deferred revenues has increased because we sell product lifetime subscriptions and receive up front license and engineering professional services payments. These activities cause us to receive cash payments in advance...

  • Page 30
    ... We used the net proceeds for general corporate purposes. October 2002 Common Stock Offering. On October 7, 2002, we executed a purchase agreement with certain institutional investors to issue and sell 6,963,788 shares of our common stock, par value $.001 per share, for a per share purchase price of...

  • Page 31
    ... sustain or increase profitability on a quarterly or annual basis in the future. We face intense competition from a number of sources, which may impair our revenues, increase our subscription acquisition cost, and hinder our ability to generate new subscriptions. The DVR market is rapidly evolving...

  • Page 32
    ...program guide data and enhanced scheduling and personalization features, and may or may not require a DVR service fee. The TiVo service is an example of enhanced DVR functionality. Consumer Electronics Competitors. We compete against several types of products with basic or enhanced DVR functionality...

  • Page 33
    ...perform their obligations. The TiVo service is enabled through the use of a DVR made available by us through a third-party contract manufacturer and a limited number of other third parties. In addition, we rely on sole suppliers for a number of key components for the DVRs. We do not control the time...

  • Page 34
    ... to cease manufacturing DVRs that enable the TiVo service, our retailers to stop selling the product or us to cease providing our service, or all of the above, which would eliminate our ability to generate revenues. Under our agreements with many of our manufacturing and licensing partners, we are...

  • Page 35
    ... TiVo. And while TiVo would no longer be able to generate additional revenue from the thencurrent DIRECTV customers with TiVo, TiVo would have no further obligation to provide upgrades, fixes, new features, or software support. DIRECTV, however, also has the option under our current agreement to buy...

  • Page 36
    ...order to increase our subscriptions. We cannot be sure that a broad base of consumers will ultimately subscribe to the TiVo service or purchase the products that enable the TiVo service. Consumers may not be willing to pay for our products and services. Many of our customers already pay monthly fees...

  • Page 37
    ... from these activities, we will need to attract and retain a large and growing base of subscriptions to the TiVo service. We also will need to work closely with television advertisers, cable and satellite network operators, electronic commerce companies, and consumer electronics manufacturers to...

  • Page 38
    ...increase sales, retain current and future subscriptions and strengthen our brand will depend in part upon the quality of our customer support operations. Some customers require significant support when installing the DVR and becoming acquainted with the features and functionality of the TiVo service...

  • Page 39
    ...revenue stream and therefore will be required to fund ongoing costs of service from other sources. As of January 31, 2004, we had approximately 14,000 product lifetime subscriptions that had exceeded the four-year period we use to recognize lifetime subscription revenues. Tiered pricing for the TiVo...

  • Page 40
    ...viewing information does not identify the individual customer. Privacy concerns, however, could create uncertainty in the marketplace for digital video recording and our products and services. Changes in our privacy policy could reduce demand for the TiVo service, increase the cost of doing business...

  • Page 41
    .... Such litigation can be costly and may divert the efforts of our management. Furthermore, if we were ordered to remove features from our DVRs, we may experience increased difficulty in marketing the TiVo service and related TiVoenabled DVRs and may suffer reduced revenues as a result. Our success...

  • Page 42
    ... the features or functionality of the TiVo service. Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs and may affect our ability to be in compliance with such new corporate governance provisions in the future. The existing federal securities...

  • Page 43
    ... revenue from our lifetime subscriptions, our results of operations could be significantly impacted. If we lose key management personnel, we may not be able to successfully operate our business. Our future performance will be substantially dependent on the continued services of our senior management...

  • Page 44
    ...subsidy payments we make to certain strategic relationships; changes in our pricing policies, the pricing policies of our competitors and general pricing trends in the consumer electronics market; timing of revenue recognition under our licensing agreements; loss of subscriptions to the TiVo service...

  • Page 45
    ...current or future cash payment obligations or to acquire technology, property, or other businesses, could cause immediate dilution and adversely affect the market price of our common stock. The sale or issuance of such stock, as well as the existence of outstanding options and shares of common stock...

  • Page 46
    ... relate to, among other things, our future financial position, services, business development, strategy and our management's plans and objectives for future operations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "believe," "expect...

  • Page 47
    ... STATEMENTS AND SUPPLEMENTARY DATA The Company's consolidated financial statements and notes thereto appear on pages 49 to 84 of this Annual Report on Form 10-K. The unaudited quarterly results of our consolidated operations for our two most recent fiscal years are incorporated herein by reference...

  • Page 48
    ... all material respects, the financial position of TiVo Inc. and subsidiaries as of January 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2004 in conformity with accounting principles generally accepted in...

  • Page 49
    Table of Contents TIVO INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) January 31, 2004 January 31, 2003 ASSETS CURRENT ASSETS Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $17 and $8 Accounts receivable-related parties Inventories ...

  • Page 50
    ...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 79,588,476 and 63,918,686, respectively Additional paid-in capital Deferred compensation Prepaid marketing expense Note receivable...

  • Page 51
    ..., revenue share, and other payments to channel (includes $103 and $605 of contra-revenues-related parties for the fiscal years ended January 31, 2004 and 2003, respectively) Net revenues Costs of revenues Costs of service and technology revenues Cost of hardware revenues Total cost of revenues Gross...

  • Page 52
    ...- marketing services Issuance of common stock related to - - 313,482 employee stock purchase plan Issuance of common stock related to exercise - - 202,073 of common stock options Common stock repurchases - - (57,608) Amortization of value of warrants-related - - - parties Conversion of notes payable...

  • Page 53
    Table of Contents Convertible Preferred Stock Shares Amount Common Stock Additional Prepaid Note Paid-In Deferred Marketing Receivable Amount Capital Compensation Expense Related Accumulated Parties Deficit Shares Total Reversal of deferred compensation Recognition of stock-based compensation ...

  • Page 54
    ... share Issuance costs related to conversion of convertible notes payable Issuance of common stock for purchase of intangible asset Issuance of restricted common stock to employees, deferred compensation Deferred compensation from issuance of stock options with exercise prices below fair market value...

  • Page 55
    ... advertising -related parties Non-cash interest expense Amortization of prepaid marketing related to value of warrants Recognition of prepaid marketing expense Recognition of stock-based compensation expense Amortization of note receivable Changes in assets and liabilities: Accounts receivable...

  • Page 56
    Table of Contents Year Ended Year Ended Year Ended January 31, January 31, January 31, 2004 2003 2002 Repurchase of common stock Reduction of common stock issuance costs from prior year Net payments under capital lease obligations Net cash provided by financing activities NET INCREASE (DECREASE) IN...

  • Page 57
    ... be purchased at major consumer electronics retailers throughout the United States or through the Company's website. Many currently available TiVo-enabled DVRs are broadbandenabled and offer customers the ability to enjoy digital music and photos. The Company continues to be subject to a number of...

  • Page 58
    ... that were creating products that provide DVR functionality. In addition, in an effort to increase its subscription growth, the Company manufactured and distributed TiVo branded DVRs. This effort resulted in revenues from the sale of hardware products that enable the TiVo service. Revenues (before...

  • Page 59
    ... the maintenance and support or other services are provided. Hardware Revenues The Company recognizes hardware revenues from the sales of its TiVo-enabled DVRs. Hardware revenues are recognized upon shipment to consumers or upon delivery to retail customers. The fees for shipping and handling paid...

  • Page 60
    ...service platform and products that enable the TiVo service. Research and development costs are expensed as incurred. Sales and Marketing Sales and marketing expenses consist primarily of employee salaries and related expenses, media advertising, public relations activities, special promotions, trade...

  • Page 61
    ... stock. See Note 10. " Equity Incentive Plans" for a discussion of the assumptions used in the option-pricing model and estimated grant date fair value of employee stock options. Income Taxes The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards...

  • Page 62
    ...As of January 31, 2003, the convertible notes payable long-term, face value of $10,450,000, were convertible (using the conversion price then in effect of $3.99) into 2,619,048 shares of the Company's common stock. The closing price of the Company's common stock on January 31, 2003, as quoted on the...

  • Page 63
    ... of programming guide data for the TiVo service. If these 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 or at all. Recent Accounting Pronouncements In December 2003, the FASB issued...

  • Page 64
    ... of unit sales multiplied by the expected volume of the warranty return rate multiplied by the estimated cost to replace or repair the customers' warranty returns. The Company offers standard warranties for its TiVo-enabled DVRs consisting of 90 days free labor and one year parts exchange. During...

  • Page 65
    ... that customer against such claims, its obligation would be triggered. For example, as the Company has disclosed in Note 16, it is currently indemnifying Sony against a claim of intellectual property infringement brought by Command Audio in connection with Sony's manufacture and sale of TiVo devices...

  • Page 66
    ... existing stockholders. Debt issuance costs were approximately $3.6 million, resulting in net cash proceeds of approximately $40.1 million. Of the total gross proceeds of $51.8 million, $8.1 million was recorded as prepaid advertising and promotional services. As part of the transaction, the Company...

  • Page 67
    ... the warrants of $4.0 million was determined using the Black-Scholes option-pricing model. The principal assumptions for the one-year warrants were: 1-year term; fair market value of the underlying common stock at the date of issuance of $5.61 per share; a risk-free rate of return of 3.23%; dividend...

  • Page 68
    ... option-pricing model and subtracting the value of the warrants from the combined common stock and warrant value. The warrants were valued using the Black-Scholes model with a fair market value of the Company's common stock at the date of issuance of $3.50, a strike price of $5.00, a risk free...

  • Page 69
    ...of $3.70 over that number of shares that would have been issued at the conversion price of $3.99 by the fair market value of the Company's common stock at the date of each conversion. During the fiscal year ended January 31, 2004 the Company issued 2,506,265 shares of common stock as a result of one...

  • Page 70
    ... 2002, there were 1,600,000 shares of current redeemable convertible preferred stock outstanding. As of April 30, 2002, the Company recorded accretion of $1.4 million to increase the carrying value of the Series A Redeemable convertible preferred stock to its redemption value of $48.0 million. As of...

  • Page 71
    ... by using the Black-Scholes option pricing model and subtracting the value of the warrants from the total value. The warrants were valued using the Black-Scholes model with a fair market value of the Company's common stock at the date of issuance of $3.50, a strike price of $5.00, a risk free rate...

  • Page 72
    ... the Company's common stock, the number of exercisable shares vesting based on specific performance, at an exercise prices of $3.25. The value of these warrants, $23,000, was expensed during the fiscal year ended January 31, 2003. This value was computed using the Black-Scholes option pricing model...

  • Page 73
    ...grant of options to purchase shares of the Company's common stock to non-employee directors at a price equal to the fair market value of the stock at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of grant. Annual options granted to existing...

  • Page 74
    ... and $0.67 per share, respectively. The fair values of options granted were determined using the Black-Scholes option-pricing model. There were no stock options granted for any of the reporting periods where the exercise price exceeded the fair market value of the Company's common stock on the grant...

  • Page 75
    13,213,370 $ 0.13 - $37.63 $ 9.09 7.58 years 8,297,461 $ 10.63 73

  • Page 76
    ..., replaced and terminated the Product Integration and Marketing Agreement, dated June 9, 2000. Under the terms of the new agreement, AOL agreed to pay TiVo a technology development fee to develop an application that works in conjunction with the AOL service and the Company's Series2 digital video...

  • Page 77
    ...have the right to acquire in excess of 5.0% of the Company's outstanding capital stock, except in the event of a third party acquisition proposal, following a change of control or in other limited circumstances. In addition, TiVo has a right of first offer with respect to any sales of its securities...

  • Page 78
    ... to enable customers to receive the upgraded DVR functionality. Under the Development Agreement, DIRECTV assumed primary responsibility for customer acquisition and support for all next-generation DIRECTV receivers, as well as packaging and branding of DIRECTV's digital video recording services. The...

  • Page 79
    ... Agreement (see Note 2. "Revenue Recognition and Deferred Revenue"). 13. SALES OF SERIES2 PLATFORM TiVo introduced its Series2 TiVo-enabled DVRs in January 2002. The Company sells these units to retailers and distributors, including Best Buy and Circuit City, and directly to consumers through TiVo...

  • Page 80
    ... of the TiVo service subscription fees it receives from the digital video recorders and other devices equipped with these hard disk drives. For the year ended January 31, 2004 the Company expensed $1.4 million as sales and marketing-related parties expense for payments made under this revenue share...

  • Page 81
    ... agreement grants Sony the right to manufacture, market, and sell digital video recorders that enable the TiVo service in North America. Sony was also granted the right to manufacture, market, and sell digital video recorders in North America that incorporates both DIRECTV's satellite receiver and...

  • Page 82
    ... by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. Pause Technology seeks unspecified monetary damages as well as an injunction against TiVo's operations. It also seeks attorneys' fees and costs. On February 6, 2004, TiVo obtained a favorable...

  • Page 83
    ... and treble damages and Command Audio's costs and expenses, including reasonable attorneys' fees. Under the terms of the Company's agreement with Sony governing the distribution of certain digital video recorders that enable the TiVo service, TiVo is required to indemnify Sony against any and all...

  • Page 84
    ... letter of credit is to remain in effect the entire term of the lease. The Company's corporate headquarters consists of two buildings, which are used for administrative, sales and marketing, customer service and product development activities, and are located in Alviso, California. In January 2002...

  • Page 85
    ... date of the lease. The annual interest rate was 7.25%, and the line was repayable over 36 months. The lessor received a warrant for 60,814 shares of the Company's Series B preferred stock at an exercise price of $1.26 per share. The Company expensed the estimated fair value of the warrants of $304...

  • Page 86
    ... price. If TiVo is acquired in a merger or other business combination transaction which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value...

  • Page 87
    ... Key Employees" in Part I of this report, and is also incorporated by reference from our Proxy Statement into this Item 10. The information concerning TiVo's executive officers is incorporated by reference from our Proxy Statement. Identification of Directors The information concerning the Company...

  • Page 88
    ... October 6, 2000, by and between DIRECTV, Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Annual Report on Form 10-K filed on April 2, 2001). Stockholders and Registration Rights Agreement, dated as of June 9, 2000, between TiVo and America Online, Inc. (incorporated by reference...

  • Page 89
    ... on December 16, 2002). TiVo Inc.'s Form of Change of Control Severance Agreement (incorporated by reference to Exhibit 10.63 of the registrant's Annual Report on Form 10-K filed on May 1, 2003). Warrant Purchase and Equity Rights Agreement between Quantum Corporation and TiVo Inc., dated November...

  • Page 90
    ... Co., Inc. (incorporated by reference to Exhibit 10.1 of the registrant's Annual Report on Form 10-K filed on April 3, 2002). First Amendment to Vendor Agreement, effective as of February 1, 2003, between Best Buy Co., Inc. and TiVo Inc. (incorporated by reference to Exhibit 10.3 of the registrant...

  • Page 91
    ... to Exhibit 10.2 of the registrant's Current Report on Form 8-K filed on July 30, 2003). TV Guide Promotion Rider to TiVo Interactive Program Guide License Agreement, effective as of June 6, 2003, by and between TiVo Inc. and Gemstar - TV Guide International, Inc. (incorporated by reference to...

  • Page 92
    ... Media Services, Inc. Agreement, the Acquisition of Strangeberry, Inc. and the NBC Convertible Senior Note Conversion. Current Report on Form 8-K (Items 5 and 7) on January 28, 2004, regarding the announcement an offering of 8,000,000 shares of the registrant's common stock par value $.001 per share...

  • Page 93
    ...of Contents POWER...and all capacities, to sign any and all amendments (including post-effective amendments) to this Report on Form 10-K, and to file the same, with all...President, Worldwide Operations and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) Director ...

  • Page 94
    ...Development Agreement is hereby deleted and replaced in its entirety with the following: "3.6 Technology Development Payments. In consideration of TiVo's development of the Provo Receivers, the Version [*] Software, and the Version [*] Software, DIRECTV shall pay to TiVo a technology development fee...

  • Page 95
    ...of the Parties' responsibilities and schedule dependencies with respect to the Version [*] Software. Attachment 6 to this Fifth Amendment sets forth the DIRECTV Service Data Types enabled in the Version [*] Software. [*] Certain information on this page has been omitted and filed separately with the...

  • Page 96
    ...is hereby added to the Development Agreement to read as follows: "4.11 [*]. DIRECTV shall purchase the rights to the Allocated Use (as defined below) by DIRECTV's designated CE Manufacturer of the "[*]" (defined as [*]. The "Allocated Cost" shall be [*]. TiVo hereby confirms and represents that the...

  • Page 97
    ... 2004 and 2003 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the three-year period ended January 31, 2004 which report appears in the January 31, 2004 annual report on Form 10-K of TiVo Inc. /s/ Mountain View, California...

  • Page 98
    ...presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant's internal control over financial reporting that occurred...

  • Page 99
    ...presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant's internal control over financial reporting that occurred...

  • Page 100
    ... connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2004 as filed with the Securities ...and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the...

  • Page 101
    ... Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David H. Courtney, Chief Financial Officer of the Company, certify pursuant to 18...