Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Nov. 30, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TIVO | |
Entity Registrant Name | TIVO INC | |
Entity Central Index Key | 1,088,825 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 97,843,698 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 140,895 | $ 178,217 |
Short-term investments | 530,004 | 564,744 |
Accounts receivable, net of allowance for doubtful accounts of $685 and $647, respectively | 54,653 | 40,184 |
Inventories | 20,507 | 20,341 |
Deferred cost of technology revenues, current | 4,082 | 5,076 |
Deferred tax asset, current | 36,403 | 55,787 |
Prepaid expenses and other, current | 13,356 | 13,851 |
Total current assets | 799,900 | 878,200 |
LONG-TERM ASSETS | ||
Property and equipment, net of accumulated depreciation of $54,521 and $52,021, respectively | 12,521 | 11,854 |
Intangible assets, net of accumulated amortization of $38,811 and $31,277, respectively | 61,053 | 51,810 |
Deferred cost of technology revenues, long-term | 12,753 | 15,016 |
Deferred tax asset, long-term | 114,486 | 114,486 |
Goodwill | 109,213 | 99,364 |
Prepaid expenses and other, long-term | 10,573 | 6,791 |
Total long-term assets | 320,599 | 299,321 |
Total assets | 1,120,499 | 1,177,521 |
CURRENT LIABILITIES | ||
Accounts payable | 33,435 | 29,359 |
Accrued liabilities | 46,076 | 54,431 |
Deferred revenue, current | 172,657 | 175,503 |
Convertible senior notes, current | 132,500 | 0 |
Total current liabilities | 384,668 | 259,293 |
LONG-TERM LIABILITIES | ||
Deferred revenue, long-term | 207,519 | 255,816 |
Convertible senior notes, long-term | 184,749 | 352,562 |
Deferred Tax Liabilities, Net, Noncurrent | 2,791 | 0 |
Other long-term liabilities | 10,490 | 537 |
Total long-term liabilities | 405,549 | 608,915 |
Total liabilities | $ 790,217 | $ 868,208 |
COMMITMENTS AND CONTINGENCIES (see Note 6) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.001: Authorized shares are 10,000,000; Issued and outstanding shares - none | $ 0 | $ 0 |
Common stock, par value $0.001: Authorized shares are 275,000,000; Issued shares are 143,100,868 and 138,577,153, respectively, and outstanding shares are 97,887,202 and 96,221,867, respectively | 142 | 138 |
Treasury stock, at cost: 45,213,666 and 42,355,286 shares, respectively | (545,278) | (514,853) |
Additional paid-in capital | 1,235,420 | 1,203,722 |
Accumulated deficit | (358,182) | (379,680) |
Accumulated other comprehensive income (loss) | (1,820) | (14) |
Total stockholders’ equity | 330,282 | 309,313 |
Total liabilities and stockholders’ equity | $ 1,120,499 | $ 1,177,521 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 685 | $ 647 |
Property and equipment, accumulated depreciation | 54,521 | 52,021 |
Purchased technology, capitalized software, and intangible assets, accumulated amortization | $ 38,811 | $ 31,277 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred Stock, issued shares | 0 | 0 |
Preferred Stock, outstanding shares | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized shares | 275,000,000 | 275,000,000 |
Common Stock, issued shares | 143,100,868 | 138,577,153 |
Common Stock, outstanding shares | 97,887,202 | 96,221,867 |
Treasury Stock, shares | 45,213,666 | 42,355,286 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Revenues | ||||
Service and software revenues | $ 44,674 | $ 36,705 | $ 127,621 | $ 109,509 |
Technology revenues | 58,135 | 51,359 | 166,704 | 151,182 |
Hardware revenues | 29,506 | 30,366 | 72,178 | 76,656 |
Net revenues | 132,315 | 118,430 | 366,503 | 337,347 |
Cost of revenues | ||||
Cost of service and software revenues | 17,766 | 14,970 | 48,376 | 42,570 |
Cost of technology revenues | 10,404 | 6,567 | 25,250 | 16,780 |
Cost of hardware revenues | 30,837 | 28,176 | 73,593 | 70,464 |
Total cost of revenues | 59,007 | 49,713 | 147,219 | 129,814 |
Gross margin | 73,308 | 68,717 | 219,284 | 207,533 |
Research and development | 28,027 | 25,546 | 79,350 | 76,944 |
Sales and marketing | 12,172 | 10,544 | 35,043 | 31,143 |
Sales and marketing, subscription acquisition costs | 3,612 | 2,734 | 6,420 | 5,451 |
General and administrative | 13,461 | 14,292 | 44,163 | 45,406 |
Total operating expenses | 57,272 | 53,116 | 164,976 | 158,944 |
Income from operations | 16,036 | 15,601 | 54,308 | 48,589 |
Interest income | 1,067 | 1,070 | 2,905 | 3,178 |
Interest expense and other expense, net | (6,040) | (3,197) | (15,918) | (7,139) |
Income before income taxes | 11,063 | 13,474 | 41,295 | 44,628 |
Provision for income taxes | (5,783) | (7,129) | (19,797) | (20,852) |
Net income | $ 5,280 | $ 6,345 | $ 21,498 | $ 23,776 |
Net income per common share | ||||
Basic (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.23 | $ 0.22 |
Diluted (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.22 | $ 0.21 |
Income for purposes of computing net income per share: | ||||
Basic | $ 5,280 | $ 6,345 | $ 21,498 | $ 23,776 |
Diluted | $ 5,280 | $ 6,345 | $ 21,498 | $ 27,530 |
Weighted average common and common equivalent shares: | ||||
Basic (in shares) | 92,759,485 | 107,497,734 | 92,346,466 | 110,303,789 |
Diluted (in shares) | 95,188,262 | 111,870,407 | 96,082,128 | 130,278,425 |
CONDENSED CONSOLIDATED COMPREHE
CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net income | $ 5,280 | $ 6,345 | $ 21,498 | $ 23,776 |
Available-for-sale securities: | ||||
Unrealized gain (loss) on marketable securities, net of tax | 42 | (205) | (153) | (618) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (615) | 0 | (1,653) | 0 |
Total comprehensive income, net of tax | $ 4,707 | $ 6,140 | $ 19,692 | $ 23,158 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 21,498 | $ 23,776 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment and intangibles | 12,755 | 10,270 |
Stock-based compensation expense | 21,694 | 25,577 |
Amortization of discounts and premiums on investments | 4,763 | 8,204 |
Change in fair value of contingent purchase consideration | 603 | 0 |
Deferred income taxes | 18,348 | (2,131) |
Amortization of debt issuance costs and debt discount | 5,915 | 1,439 |
Loss on repurchase of notes payable | 1,141 | 0 |
Excess tax benefits from employee stock-based compensation | 0 | (12,289) |
Allowance for doubtful accounts | (2) | 183 |
Changes in assets and liabilities: | ||
Accounts receivable | (12,840) | (4,128) |
Inventories | (166) | 5,438 |
Deferred cost of technology revenues | 2,895 | 5,975 |
Prepaid expenses and other | 1,709 | (761) |
Accounts payable | 4,008 | 3,604 |
Accrued liabilities | (7,845) | 2,994 |
Deferred revenue | (51,142) | (50,914) |
Other long-term liabilities | (181) | (239) |
Net cash provided by operating activities | 23,153 | 16,998 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of short-term investments | (420,291) | (608,052) |
Sales or maturities of short-term investments | 448,470 | 639,635 |
Purchase of long-term investment | (2,420) | 0 |
Acquisition of business, net of cash acquired | (16,616) | (128,387) |
Acquisition of property and equipment and other long-term assets | (8,163) | (4,668) |
Acquisition of intangible assets | (1,000) | 0 |
Net cash used in investing activities | (20) | (101,472) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock related to exercise of common stock options | 7,632 | 4,886 |
Proceeds from issuance of common stock related to employee stock purchase plan | 3,823 | 3,649 |
Excess tax benefits from employee stock-based compensation | 0 | 12,289 |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 224,537 |
Proceeds from issuance of common stock warrants | 0 | 30,167 |
Purchase of convertible note hedges | 0 | (54,018) |
Repurchase of notes payable | (41,040) | 0 |
Treasury stock - repurchase of stock | (30,425) | (242,541) |
Net cash used in financing activities | (60,010) | (21,031) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (445) | 0 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (37,322) | (105,505) |
CASH AND CASH EQUIVALENTS: | ||
Balance at beginning of period | 178,217 | 253,713 |
Balance at end of period | $ 140,895 | $ 148,208 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS TiVo Inc. (together with its subsidiaries the "Company" or "TiVo") was incorporated in August 1997 as a Delaware corporation and is located in San Jose, California. The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Company conducts its operations through one reportable segment. The Company is subject to a number of risks, including delays in product and service developments; competitive product and service offerings; lack of market acceptance; the dependence on third-parties for manufacturing, marketing, and sales support, as well as third-party roll-out schedules, software development issues for third-party products which contain its technology; intellectual property claims by and against the Company; access to television programming 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 over-the-top (OTT) sources of content; dependence on its relationships with third-party service providers for subscription growth; and the Company’s ability to sustain and grow both its TiVo-Owned and MSO subscription bases. The Company anticipates that its retail business will continue to be seasonal and expects to generate a significant portion of its new subscriptions during and immediately after the holiday shopping season. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2015 and January 31, 2015 and the results of operations and the statement of other comprehensive income for the three and nine months ended October 31, 2015 and 2014 and condensed consolidated statements of cash flows for the nine months ended October 31, 2015 and 2014 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2015 . Operating results for the three and nine months ended October 31, 2015 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2016 or any other periods. Foreign Currency Translation The Company determines the functional currency for its foreign subsidiaries by reviewing the currencies in which their respective operating activities occur. For the Company’s foreign subsidiaries where the local country’s currency is the functional currency, the Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using the average exchange rates during the period. Gains and losses from these translations are credited or charged to foreign currency translation adjustments, included in accumulated other comprehensive income (loss) in stockholders’ equity. Recent Accounting Pronouncements In May, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB approved a one year deferral to the effective date of ASU 2014-09 for all entities so that the new standard will be effective for the Company on February 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015‑03, Interest-Imputation of Interest , to simplify the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts. The new standard is effective for the Company on February 1, 2016. While permitted, the Company has elected not to early adopt this ASU. Upon adoption, the new standard will result in a total decrease of prepaid expenses and other, current and long-term assets and a decrease in the carrying amount of the Company's current and long-term convertible senior notes of approximately $4.4 million as of October 31, 2015 and $6.1 million as of January 31, 2015. In July 2015, the FASB issued ASU 2015-11, Inventory-Simplifying the Measurement of Inventory , which, for entities that do not measure inventory using the last-in, first-out (LIFO) or retail inventory method, changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. This ASU is effective for the Company on February 1, 2017. This ASU will be applied prospectively. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes , which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. This ASU is effective for the Company on February 1, 2017. Earlier application is permitted. |
CASH AND INVESTMENTS
CASH AND INVESTMENTS | 9 Months Ended |
Oct. 31, 2015 | |
Investments and Cash [Abstract] | |
CASH AND INVESTMENTS | CASH AND INVESTMENTS Cash, cash equivalents, and short-term investments, consisted of the following: As of October 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 16,637 $ — $ — $ 16,637 Cash equivalents: Commercial paper $ 106,057 $ 8 $ — $ 106,065 Money market funds $ 13,914 $ — $ — $ 13,914 Corporate debt securities $ 4,282 $ — $ (3 ) $ 4,279 Total cash and cash equivalents $ 140,890 $ 8 $ (3 ) $ 140,895 Marketable securities: Certificates of deposit $ 15,400 $ — $ — $ 15,400 Commercial paper 58,720 19 (1 ) 58,738 Corporate debt securities 410,058 152 (336 ) 409,874 Foreign government securities 10,827 — (12 ) 10,815 Variable-rate demand notes 215 — — 215 Asset and mortgage-backed securities 21,895 — (12 ) 21,883 Municipal bonds 13,069 15 (5 ) 13,079 Current marketable debt securities $ 530,184 $ 186 $ (366 ) $ 530,004 Total cash, cash equivalents, and marketable debt securities 671,074 194 (369 ) 670,899 As of January 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 29,135 $ — $ — $ 29,135 Cash equivalents: Commercial paper $ 48,207 $ 3 $ — $ 48,210 Money market funds $ 100,872 $ — $ — $ 100,872 Total cash and cash equivalents $ 178,214 $ 3 $ — $ 178,217 Marketable securities: Certificates of deposit $ 27,400 $ — $ — $ 27,400 Commercial paper 85,031 31 — 85,062 Corporate debt securities 416,391 112 (170 ) 416,333 Foreign government securities 10,851 — (2 ) 10,849 Variable-rate demand notes 285 — — 285 Asset and mortgage-backed securities 18,864 — (3 ) 18,861 Municipal bonds 5,948 6 — 5,954 Total $ 564,770 $ 149 $ (175 ) $ 564,744 Total cash, cash equivalents, and marketable debt securities $ 742,984 $ 152 $ (175 ) $ 742,961 None of these investments were in a loss position for greater than twelve months as of October 31, 2015 and January 31, 2015 . Marketable Securities The Company’s investment securities portfolio consists of various debt instruments, including certificates of deposit, commercial paper, corporate bonds, asset and mortgage-backed securities, foreign government securities, variable-rate demand notes, and municipal bonds, all of which are classified as available-for-sale. Other investment securities TiVo has investments in private companies where the Company’s ownership is less than 20% and TiVo does not have significant influence. The investments are accounted for under the cost method and are periodically assessed for other-than-temporary impairment. The Company's cost basis in such investments was $2.7 million and $250,000 as of October 31, 2015 and January 31, 2015 . Refer to Note 4 "Fair Value" for additional information on the impairment assessment of the investments. Contractual Maturity Date The following table summarizes the estimated fair value of the Company’s debt investments, designated as available-for-sale, classified by the contractual maturity date of the security: As of October 31, 2015 January 31, 2015 (in thousands) Due within 1 year $ 385,123 $ 451,571 Due within 1 year through 5 years 144,666 112,888 Due after 10 years 215 285 Total $ 530,004 $ 564,744 |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Oct. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE 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. These two types of inputs have created the following fair-value hierarchy: Level 1 - Quoted prices for identical instruments in active markets; Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires TiVo to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. TiVo recognizes transfers between levels of the hierarchy based on the fair values of the respective financial instruments at the end of the reporting period in which the transfer occurred. Cash equivalents and available-for-sale marketable securities (including asset- and mortgage-backed securities) are reported at their fair value. Additionally, carrying amounts of certain of the Company’s financial instruments including accounts receivable, accounts payable, and accrued expenses approximate their fair value because of their short maturities. The Company has financial liabilities for which it is obligated to repay the carrying value, unless the holder agrees to a lesser amount. These financial liabilities include TiVo's convertible senior notes which mature in March 2016 (the "4.0% Notes due 2016") and October 2021 (the "2.0% Notes due 2021"). The fair values of TiVo's convertible senior notes are influenced by interest rates, TiVo's stock price and stock price volatility and are determined by Level 2 inputs. The carrying value of the 4.0% Notes due 2016 at October 31, 2015 and January 31, 2015 was $132.5 million and $172.5 million and the fair value was $134.8 million and $193.7 million , based on the note's quoted market price as of October 31, 2015 and January 31, 2015 , respectively. The carrying value of the 2.0% Notes due 2021 at October 31, 2015 and January 31, 2015 was $184.7 million and $180.1 million and the fair value was $202.2 million and $211.1 million , based on the note's quoted market price as of October 31, 2015 and January 31, 2015 , respectively. On a quarterly basis, TiVo measures, at fair value, certain financial assets and liabilities. The fair value of those financial assets and liabilities was determined using the following levels of inputs as of October 31, 2015 and January 31, 2015 : As of October 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Assets: Cash equivalents: Commercial paper $ 106,065 $ — $ 106,065 $ — Money market funds 13,914 13,914 — — Corporate debt securities 4,279 — 4,279 — Short-term investments: Certificates of deposit 15,400 — 15,400 — Commercial paper 58,738 — 58,738 — Corporate debt securities 409,874 — 409,874 — Foreign government securities 10,815 — 10,815 — Variable-rate demand notes 215 — 215 — Asset- and mortgage-backed securities 21,883 — 21,883 — Municipal bonds 13,079 — 13,079 — Contingent Liabilities Acquisition purchase consideration $ 10,032 $ — $ — $ 10,032 Total $ 664,294 $ 13,914 $ 640,348 $ 10,032 As of January 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Assets: Cash equivalents: Commercial paper $ 48,210 $ — $ 48,210 $ — Money market funds 100,872 100,872 — — Short-term investments: Certificates of deposit 27,400 — 27,400 — Commercial paper 85,062 — 85,062 — Corporate debt securities 416,333 — 416,333 — Foreign government securities 10,849 — 10,849 — Variable-rate demand notes 285 — 285 — Asset- and mortgage-backed securities 18,861 — 18,861 — Municipal bonds 5,954 — 5,954 — Total $ 713,826 $ 100,872 $ 612,954 $ — Level 1 Measurements TiVo's cash equivalents held in money market funds are measured at fair value using Level 1 inputs. Level 2 Measurements The Company uses inputs such as broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. Level 3 Measurements The fair value of contingent purchase consideration arising from the acquisition of Cubiware (See Note 10) is determined based on a probability-based approach that includes significant unobservable inputs which include projected revenues and EBITDA, percentage probability of occurrence, and a discount rate to calculate the present value of future cash earn-out payments. A significant change in these inputs could result in a significantly higher or lower fair value measurement. The fair value of contingent purchase consideration is calculated on a quarterly basis. Any change in the fair value is recorded to interest expense and other expense, net of that period. The change in the fair value of the Company’s contingent purchase consideration liability is as follows: Fair Value (in thousands) As of May 22, 2015 $ 9,429 Add: Change in fair value of contingent purchase consideration 256 As of July 31, 2015 $ 9,685 Add: Change in fair value of contingent purchase consideration 347 As of October 31, 2015 $ 10,032 The Company did not have any transfers between Level 1, Level 2, and Level 3 fair value measurements during the periods presented as there were no changes in the composition of Level 1, 2, or 3 securities. TiVo also has two direct investments in privately-held companies accounted for under the cost method, which is periodically assessed for other-than-temporary impairment. If the Company determines that an other-than-temporary impairment has occurred, TiVo will write-down the investment to its fair value. The fair value of a cost method investment is not evaluated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. However, if such a significant adverse events were identified, the Company would estimate the fair value of its cost method investments considering available information at the time of the event, such as pricing in recent rounds of financing, current cash position, earnings and cash flow forecasts, recent operational performance, and any other readily available data. The carrying amount of the Company's cost method investments was $2.7 million as of October 31, 2015 and $250,000 as of January 31, 2015 . No events or circumstances indicating a potential impairment were identified as of as of October 31, 2015 . |
INVENTORY
INVENTORY | 9 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory was as follows: As of October 31, 2015 January 31, 2015 ( in thousands) Raw Materials $ 1,015 $ 1,473 Finished Goods 19,492 18,868 Total Inventory $ 20,507 $ 20,341 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Product Warranties The Company’s standard manufacturer's warranty period to consumers for TiVo-enabled DVRs is 90 days for parts and labor from the date of consumer purchase, and from 91-365 days for parts only. Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a variable charge. The one year warranty for parts is extended beyond one year for customers on monthly service plans who also use our latest Roamio and BOLT DVRs for as long as such customers remain active. As of October 31, 2015 and January 31, 2015 , the accrued warranty reserve was $480,000 and $471,000 , respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying condensed consolidated balance sheets. The Company also includes a warranty through its Continual Care program to TiVo-Owned customers as long as they are subscribed to our service. The Company recognizes the cost associated with the Continual Care warranties at the time of the DVR sale. The Company also offers its TiVo-Owned customers who purchase a lifetime subscription a separately priced optional 2 -year and 3 -year extended warranties. The Company defers and amortizes cost and revenue associated with the sales of these extended warranties over the warranty period or until a warranty is redeemed. Additionally, the Company offers its MSO customers separately priced optional 3 -year extended warranties. The Company recognizes the revenues associated with the sale of these MSO extended warranties over the second and third year of the warranty period. The extended warranty for MSOs applies through the end of the period of warranty. As of October 31, 2015 , the extended warranty deferred revenue and cost was $2.0 million and $206,000 , respectively. As of January 31, 2015 , the extended warranty deferred revenue and cost was $2.1 million and $263,000 , respectively. Indemnification Arrangements The Company undertakes indemnification obligations in its ordinary course of business. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities and the Company provides indemnification for its directors and officers in accordance with Delaware law. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification under its agreements with customer and business partners would arise in the event that a third party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered. The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, its indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue operation in the ordinary course of business. Under certain circumstances, the Company may have recourse through its insurance policies that would enable it to recover from its insurance company some or all amounts paid pursuant to its indemnification obligations. The Company does not have any assets held either as collateral or by third parties that, upon the occurrence of an event requiring it to indemnify a customer, the Company could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations. Legal Matters From time to time, the Company is involved in numerous lawsuits as well as subject to various legal proceedings, claims, threats of litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated. On June 15, 2011, TNS Media Research, LLC (d/b/a Kantar Media Audiences, or Kantar) brought a claim for declaratory judgment against TRA Global Inc. (which was acquired by TiVo in July 2012) in the United States District Court for the Southern District of New York alleging non-infringement of United States Patent No. 7,729,940 entitled “Analyzing Return on Investment of Advertising Campaigns by Matching Multiple Data Sources” (the “940 Patent”) and its affiliate Cavendish Square Holding B.V. brought a claim for breach of contract of a Voting Agreement. On June 6, 2012 TiVo Research filed an amended answer and counterclaims alleging affirmative defenses and counterclaims alleging infringement by Kantar of the 940 Patent as well as United States Patent No. 8,000,993 entitled “Using Consumer Purchase Behavior For Television Targeting” (the “993 Patent”) and United States Patent No. 8,112,301 with the same title at the 993 Patent. TiVo Research also asserted counterclaims for aiding and abetting breach of fiduciary duty, misappropriation of trade secrets, and breach of contract. On October 3, 2013, the court granted summary judgment to Kantar on all patent and trade secret issues but denied summary judgment on TiVo Research’s claims for breach of contract and aiding and abetting breach of fiduciary duties. On November 4, 2014, the District Court granted Kantar’s motion for attorneys' fees and expenses directly related to certain arguments advanced by TiVo Research that the Court identified in its order, which approximated $1.5 million. On September 16, 2015, the United States Court of Appeals for the Federal Circuit granted in part and denied in part TRA’s appeal of the final judgment by the United States District Court for the Southern District of New York on patent and trade secret issues and remanded the case back to the District Court concluding that TiVo Research has a right to a jury trial on at least a subset of its claims. Further, in a separate ruling, the Federal Circuit vacated the District Court’s award of attorneys’ fees against TiVo Research in favor of Kantar. Consequently, the Company reversed the $1.5 million accrual for Kantar's legal fees as it no longer believes a loss is probable. On September 8, 2015, the Company filed a complaint against Samsung Electronics Co., LTD, Samsung Electronics America, Inc., and Samsung Telecommunications America, LLC. (“Samsung”) in the United States District Court for the Eastern District of Texas. The complaint asserts U.S. Patent No. 6,233,389 (“the ’389 patent”), entitled “Multimedia Time Warping System,” U.S. Patent No. 6,792,195 (“the ’195 patent”), entitled “Method And Apparatus Implementing Random Access And Time-Based Functions On A Continuous Stream Of Formatted Digital Data,” U.S. Patent No. 7,558,472 (“the ’472 patent”), entitled “Multimedia Signal Processing System,” and U.S. Patent No. 8,457,476 (“the ’476 patent”), entitled “Multimedia Signal Processing System,” and claims that Samsung infringes the Company’s patents by making and selling Samsung DVRs and mobile devices falling within the scope of one or more claims of the Company’s patents. The complaint claims that Samsung’s infringement is willful, seeks damages in an unspecified amount as well as an injunction. On November 17, 2015, Samsung filed its answer denying the Company’s allegations. The Company expects to incur material expenses in connection with this matter. On November 24, 2015, Dolby Laboratories Licensing Corporation & Dolby International AB (“Dolby”) formally notified TiVo that TiVo was in material breach of certain provisions in license agreements with Dolby and that TiVo had 30 days to cure the breaches or Dolby would terminate those license agreements. Dolby alleges that TiVo owes Dolby approximately $1.7 million in connection with TiVo’s alleged failure to properly report and pay royalties for sales of certain TiVo hardware and software products, including accrued interest. Dolby further alleges that TiVo owes Dolby approximately $8.7 million in connection with certain third-party hardware products that run TiVo software. TiVo has notified Dolby that it does not agree with the results of its audit nor with its assertions that TiVo’s activities in connection with third-party hardware products in any way breach any of TiVo’s license agreements with Dolby. The Company intends to defend against these assertions vigorously; however, the Company may incur material expenses if this contractual dispute results in litigation and in the event there is an adverse outcome, the Company’s business could be harmed. No loss is considered probable at this time and the Company estimates that the range of possible loss could be between $0.3 and $10.4 million (plus accrued interest) at this time. |
CONVERTIBLE SENIOR NOTES
CONVERTIBLE SENIOR NOTES | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | CONVERTIBLE SENIOR NOTES The following table reflects the carrying value of the Company's convertible senior notes: As of October 31, 2015 January 31, 2015 ( in thousands) 4.0% Notes due 2016 $ 132,500 $ 172,500 2.0% Notes due 2021 230,000 230,000 Less: Unamortized debt discount (45,251 ) (49,938 ) Net carrying amount of 2.0% Notes due 2021 184,749 180,062 Total convertible debt 317,249 352,562 Less: Convertible short-term debt 132,500 — Convertible long-term debt $ 184,749 $ 352,562 4.0% Convertible Notes Due 2016: In March 2011, the Company issued $172.5 million aggregate principal amount of 4.0% Convertible Senior Notes due March 15, 2016 at par. The 4.0% Notes due 2016 may be converted under certain circumstances described below, based on an initial conversion rate of 89.6359 shares of common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $11.16 per share). The net proceeds to the Company from the sale of the 4.0% Notes due 2016 were approximately $166.1 million . The notes do not have cash settlement provisions. The following table presents the amount of interest cost recognized relating to the contractual interest coupon and amortization of issuance costs of the 4.0% Notes due 2016 (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In Thousands) Contractual interest coupon $ 1,601 $ 1,725 $ 5,051 $ 5,175 Amortization of debt issuance costs 221 240 701 721 Total interest cost recognized $ 1,822 $ 1,965 $ 5,752 $ 5,896 Holders of the 4.0% Notes due 2016 may convert the notes at their option on any day through maturity. The notes may not be redeemed by the Company prior to their maturity date. The conversion rate will be adjusted for certain dilutive events and will be increased in the case of corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture governing the notes). The holders of the notes will have the ability to require the Company to repurchase the notes in whole or in part upon the occurrence of an event that constitutes a “Fundamental Change” (as defined in the indenture governing the notes including such events as a "change in control" or "termination of trading"). In such case, the repurchase price would be 100% of the principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In September 2015, the Company repurchased 4.0% Notes due 2016 with a face value of $40.0 million on the open market at the market value of the notes on the date of the repurchase. The Company paid a total of $41.0 million in cash comprised of $40.0 million in principal and $1.0 million in premium and commissions. The Company recognized a loss on the repurchase of $1.1 million in Interest expense and other expense, net. The loss consisted of $1.0 million in premiums and commissions and $101,000 in unamortized issuance costs relating to the $40.0 million repurchased. The Company pays cash interest at an annual rate of 4.00%, payable semi-annually on March 15 and September 15 of each year through maturity. Debt issuance costs were approximately $6.4 million and are amortized to interest expense over the term of the 4.0% Notes due 2016. As of October 31, 2015 , unamortized deferred issuance cost was $274,000 . The 4.0% Notes due 2016 are unsecured senior obligations of the Company. 2.0% Convertible Notes Due 2021. In September 2014, the Company issued $230.0 million in aggregate principal amount of 2.0% Convertible Senior Notes due October 1, 2021 at par. The 2.0% Notes due 2021 may be converted under certain circumstances described below, based on an initial conversion rate of 56.1073 shares of common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $17.82 per share). The net proceeds to the Company from the sale of the 2.0% Notes due 2021 were approximately $223.6 million . The Company can settle the notes in cash, shares of common stock, or any combination thereof. The Company separately accounts for the liability and equity components of the 2.0% Notes due 2021. The principal amount of the liability component of $177.9 million as of the date of issuance was recognized at fair value based on the present value of its cash flows using a discount rate of 6.0% ; the Company’s borrowing rate at the date of the issuance for a similar debt instrument without the conversion feature. The residual $52.1 million was allocated to the equity component and accounted for as a discount on the notes. As of October 31, 2015 , the carrying value of the equity component was unchanged from the date of issuance. The Company initially reduced stockholders' equity by $19.3 million due to the deferred tax liability related to the equity component of the notes. The following table presents the amount of interest cost recognized relating to the contractual interest coupon, amortization of issuance costs and amortization of the discount on the liability component of the 2.0% Notes due 2021 (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In Thousands) Contractual interest coupon $ 1,150 $ 498 $ 3,450 $ 498 Amortization of debt issuance cost 176 74 527 74 Amortization of debt discount 1,582 645 4,688 645 Total interest cost recognized $ 2,908 $ 1,217 $ 8,665 $ 1,217 The effective interest rate on the liability component of the 2.0% Notes due 2021 was 6.0% . The remaining unamortized debt discount of $45.3 million as of October 31, 2015 will be amortized over the remaining life of the 2.0% Notes due 2021, which is approximately 5.9 years . Holders of the 2.0% Notes due 2021 may convert the notes at their option on any day prior to the close of business on the business day immediately preceding July 1, 2021 only under the following circumstances: (1) during the five business day period after any 10 consecutive trading day period (the “Measurement Period”) in which the trading price per Note for each day of that Measurement Period was less than 98% of the product of the closing sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter after the calendar quarter ending December 31, 2014, if the last reported sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on each such trading day; or (3) upon the occurrence of specified corporate events. The Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, July 1, 2021 until the close of business on the second scheduled trading day immediately preceding the applicable maturity date. The notes may not be redeemed by the Company prior to their maturity date. Upon conversion the Company will pay cash and, if applicable, deliver shares of its common stock, based on a “Daily Conversion Value” calculated on a proportionate basis for each “VWAP Trading Day” (each as defined in the Indenture) of the relevant 20 VWAP Trading Day observation period. The Company intends to settle the principal amount owed with respect to any 2% Notes due 2021 in cash and to settle the remaining amount in shares of the Company’s common stock. The initial conversion rate for the Notes is 56.1073 shares of common stock per $1,000 in principal amount of Notes, equivalent to a conversion price of approximately $17.82 per share of common stock. The conversion rate is subject to customary anti-dilution adjustments. Upon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a holder who elects to convert its 2.0% Notes due 2021 in connection with such a make-whole fundamental change. The Company will pay cash interest on the 2.0% Notes due 2021 at an annual rate of 2.00%, payable semi-annually in arrears on April 1 and October 1 of each year beginning April 2015. Debt issuance costs were approximately $6.4 million , of which $1.4 million was allocated to additional paid-in capital and $5.0 million was allocated to deferred issuance costs and is amortized to interest expense over the term of the 2% Notes due 2021. As of October 31, 2015 , unamortized deferred issuance cost was $4.2 million . The 4.0% Notes due 2016 and the 2.0% Notes due 2021 are equal in rank. Concurrently with the issuance of the 2.0% Notes due 2021, the Company purchased convertible note hedges and sold warrants. The convertible note hedge and warrant transactions are structured to reduce the potential future economic dilution associated with the conversion of the 2.0% Notes due 2021. The strike price on the warrant transactions related to the 2% Notes is initially $24.00 per share, which is 75% above the closing price of TiVo's common stock on September 16, 2014. Convertible Note Hedge Transactions. Counterparties entered into convertible note hedge transactions with the Company covering approximately 12.9 million shares of the Company’s common stock, which is the number of shares initially underlying the 2.0% Notes due 2021. The convertible note hedge transactions, which have an initial strike price of $17.82 (corresponding to the initial conversion price of the 2.0% Notes due 2021) may be settled through net share settlement (in which case the Company will receive shares of common stock based on the amount by which the market price of the Company’s common stock, as measured under the convertible note hedge transactions, exceeds the strike price of the convertible note hedge transactions), cash settlement (in which case the Company will receive cash in lieu of the shares deliverable upon net share settlement), or a combination thereof, which settlement method will generally correspond to the settlement method elected with respect to the 2.0% Notes due 2021. The convertible note hedge transactions are only exercisable upon conversions of the 2.0% Notes due 2021 and will expire upon the earlier of the maturity date of the 2.0% Notes due 2021 or the date on which the 2.0% Notes due 2021 cease to be outstanding. Settlement of the convertible note hedge transactions through net share settlement is expected to result in the Company receiving a number of shares equal to the number of shares issuable by the Company upon net share settlement of the 2.0% Notes due 2021. The convertible note hedge transactions cost of $54.0 million has been accounted for as an equity transaction. The Company initially recorded approximately $20.0 million in stockholders’ equity from the deferred tax asset related to the convertible note hedges at inception of the transactions. As of October 31, 2015 the Company had not received any shares under these convertible note hedge transactions. Warrants. Concurrently with the purchase of the convertible note hedge transactions, the Company received $30.2 million from the sale to the counterparties to the convertible note hedge transactions of warrants to purchase up to approximately 12.9 million shares of the Company’s common stock at an initial strike price of $24.00 per share. The warrants expire on various dates between January 1, 2022 and March 29, 2022 and are exercisable on their expiration dates. The warrants may be settled through net share settlement (in which case the Company will be required to deliver to the counterparties a number of shares based on the amount by which the market price of the Company’s common stock, as measured under the warrants, exceeds the strike price of the warrants) or, at the Company’s option, subject to certain conditions, through cash settlement (in which case the Company will owe the counterparties cash in lieu of the shares deliverable upon net share settlement). As of October 31, 2015 , the warrants had not been exercised and remained outstanding. The value of the warrants was initially recorded in equity and continues to be classified as equity. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted stock. Diluted net income per common share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include outstanding stock options, stock awards, and performance stock awards and are calculated using the treasury stock method. Also included in the weighted average effect of dilutive securities for the nine months ended October 31, 2014 is the diluted effect of the 4.0% Notes due 2016 which is calculated using the if-converted method. The 4.0% Notes due 2016 have an anti-dilutive effect on the three and nine months ended October 31, 2015 and the three months ended October 31, 2014 and have been excluded from our calculation of net income per common share for the three and nine months ended October 31, 2015 and the three months ended October 31, 2014. The following table sets forth the computation of basic and diluted earnings per common share: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (income in thousands) Numerator: Net income $ 5,280 $ 6,345 $ 21,498 $ 23,776 Interest on dilutive notes, net of tax — — — 3,754 Net income for purpose of computing net income per diluted share 5,280 6,345 21,498 27,530 Denominator: Weighted average shares outstanding, excluding unvested restricted stock 92,759,485 107,497,734 92,346,466 110,303,789 Weighted average effect of dilutive securities: Stock options, restricted stock, and employee stock purchase plan 2,428,777 4,372,673 3,735,662 4,512,443 4.0% Notes due 2016 — — — 15,462,193 Denominator for diluted net income per common share 95,188,262 111,870,407 96,082,128 130,278,425 Basic net income per common share $ 0.06 $ 0.06 $ 0.23 $ 0.22 Diluted net income per common share $ 0.06 $ 0.06 $ 0.22 $ 0.21 The weighted average number of shares outstanding used in the computation of diluted net income per share in the three and nine months ended October 31, 2015 and 2014 do not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Unvested restricted stock 138,204 71 4,158 3,426 Options to purchase common stock 656,900 269,656 508,482 334,283 4.0% Notes due 2016 14,267,047 15,462,193 15,063,811 — 2.0% Notes due to 2021 12,904,679 6,452,340 12,904,679 2,150,780 Common stock warrants 12,904,679 6,452,340 12,904,679 2,150,780 Total 40,871,509 28,636,600 41,385,809 4,639,269 Effect of conversion on net income per share. The 2.0% Notes due 2021 have no impact on diluted net income per share until the average quarterly price of our common stock exceeds the conversion price of $17.82 per share. Prior to conversion, we will include the effect of the additional shares that may be issued if our common stock price exceeds $17.82 per share using the treasury stock method. If the average price of our common stock exceeds $24.00 per share for a quarterly period, we will also include the effect of the additional potential shares that may be issued related to the Warrants using the treasury stock method. Prior to conversion, the convertible note hedges are not considered for purposes of the calculation of net income (loss) per share, as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the 2.0% Notes due 2021 when the stock price is above $17.82 per share. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Oct. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Total stock-based compensation for the three and nine months ended October 31, 2015 and 2014 is as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In thousands) Cost of service and software revenues $ 445 $ 495 $ 1,359 $ 1,398 Cost of technology revenues 385 332 1,112 933 Cost of hardware revenues 34 61 103 199 Research and development 1,969 2,735 5,773 8,763 Sales and marketing 1,249 1,250 3,527 3,808 General and administrative 3,406 3,676 9,820 10,476 Stock-based compensation before income taxes $ 7,488 $ 8,549 $ 21,694 $ 25,577 Income tax benefit (1,435 ) (1,931 ) (4,156 ) (5,621 ) Stock-based compensation, net of tax $ 6,053 $ 6,618 $ 17,538 $ 19,956 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Oct. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS On May 22, 2015, the Company acquired all outstanding shares of Cubiware Sp. Z.o.o., a privately-held company based in Warsaw, Poland that is a provider of middleware, UI software, and back-office software solutions for set-top boxes to enable interactive television applications, pursuant to a Share Purchase Agreement dated May 22, 2015. This acquisition expands TiVo’s international presence, provides TiVo with a more cost effective product offering for these new developing and emerging markets, and helps TiVo expand into new product categories. The purchase consideration issued includes an initial cash payment of $16.0 million subject to customary working capital adjustments, guaranteed payments of $11.5 million to be paid over three years contingent on continued employment of certain key individuals, and additional cash earn-outs (not to exceed $20.5 million in aggregate) payable over three years contingent upon achieving certain revenue and EBITDA targets for each of the twelve month periods following the date of the Company’s acquisition. Cubiware’s results of operations and the estimated fair value of assets acquired and liabilities assumed were included in the Company's unaudited consolidated financial statements beginning May 22, 2015. Acquisition costs, which were expensed as incurred, were approximately $1.1 million . These acquisition costs were primarily comprised of fees for legal and accounting services, travel expenses, and local transfer taxes incurred in connection with the acquisition of Cubiware. For the purpose of purchase accounting, preliminary purchase consideration is comprised of the $19.8 million of cash paid upon acquisition, which includes the initial cash payment of $16.0 million and $3.8 million of working capital adjustments, and the $9.4 million fair value of estimated cash earn-outs contingent upon achieving certain revenue and EBITDA targets for each of the three twelve-month periods following the date of the Company’s acquisition. The fair value of estimated cash earn-outs was determined as the present value of the future cash earn-outs based on probabilities of reaching future revenue and EBITDA targets and by using a present value factor of 15% . Any changes in the fair value of estimated cash earn-outs from events after the acquisition date will be recognized in earnings of each reporting period (See Note 4 for additional information on the changes in the fair value of purchase consideration). The $11.5 million of payments which are contingent upon continued employment of certain key individuals will be expensed as a compensation expense and included in operating expenses as incurred. The purchase consideration was preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. During the three months ended October 31, 2015, we finalized the working capital portion of the purchase consideration, which resulted in a $187,000 decrease in goodwill as compared to the amount previously disclosed in our Form 10-Q for the three and six months ended July 31, 2015. The Company does not believe that the measurement period adjustments to date have had a significant impact on the condensed consolidated statement of operations, balance sheet or cash flows in any period previously reported and, therefore, no retrospective adjustments were made to the Company's financial statements. The final purchase price allocation is pending the valuations for income tax liabilities in Poland which may ultimately impact the overall level of goodwill associated with the acquisition. The Company will consider any additional information which existed as of the acquisition date but was unknown to the Company at that time, that may become known to the Company during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date, and may result in a change in the purchase price allocation. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The Company's preliminary allocation of the total purchase consideration is as follows: Cubiware Purchase Accounting - Opening Balance Sheet (in thousands) Assets: Cash $ 3,200 Accounts receivable 1,733 Other current assets 73 Fixed assets 355 Prepaid expenses and other, long-term 90 Deferred tax asset, current 47 Total Assets $ 5,498 Liabilities: Accounts payable $ (155 ) Accrued liabilities (143 ) Deferred tax liability, long term (3,173 ) Other long-term liabilities (106 ) Total Liabilities $ (3,577 ) Intangibles 16,700 Goodwill 10,436 Total purchase consideration $ 29,057 The following table presents details of the intangible assets acquired through this business combination (in thousands, except years): Description Asset Life in years Fair Value Software technology 5 - 6 $ 8,900 Customer relationships 7 - 9 $ 7,300 Trade name 8 $ 500 Total identifiable intangible assets $ 16,700 The Company does not believe there is any significant residual value associated with these intangible assets. The Company amortizes the intangible assets on a straight-line basis over their estimated useful lives. The value of Software technology is amortized to Costs of service and software revenues. The value of Customer relationships and Trade name is amortized to Sales and marketing within Total operating expenses. The Company's management determined the fair values of the intangible assets with the assistance of a valuation firm. The estimation of the fair value of the intangible assets required the use of valuation techniques and entailed consideration of all the relevant factors that might affect the fair value, such as present value factors, estimates of future revenues and costs. The estimated fair values of the intangibles acquired were determined based on the royalty approach for software technology, a multi-period excess earnings approach for customer relationships, and a relief-from-royalty method for trade name with key assumptions including: 1) forecasted revenue and operating results; 2) royalty rates; 3) discount rates ranging from 21.5% to 26.5% ; 4) customer attrition rates; and 5) software lives. Goodwill The goodwill amount of $10.4 million represents the excess of the purchase consideration over the fair value of the identified net tangible and intangible assets. The goodwill recognized in this acquisition was derived from expected benefits from future technology, cost synergies and knowledgeable, and experienced workforce who joined the Company after the acquisition. Goodwill will not be amortized, but will be tested instead for impairment annually or more frequently if certain indicators of impairment are present. Goodwill is not expected to be tax deductible for income tax purposes. The results of operations related to these acquisitions have been included in our consolidated statements of operations from the acquisition date. Pro forma results of operations have not been presented because the acquisitions were not material to our results of operations. The Company has determined that the functional currency of Cubiware is the Polish Zloty. Gains and losses from the translation of Cubiware assets, liabilities, revenues, and expenses into U.S. dollars are credited or charged to foreign currency translation adjustments, included in accumulated other comprehensive income (loss) in stockholders’ equity. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX The Company recorded income tax expense of $5.8 million and $19.8 million , respectively for the three and nine months ended October 31, 2015 as compared to income tax expense of $7.1 million and $20.9 million , respectively for the same prior year periods. The effective tax rate for the three and nine months ended October 31, 2015 was 52% and 48% , respectively. The effective tax rate for the three and nine months ended October 31, 2014 was 53% and 47% , respectively. The provision for income taxes for the three and nine months ended October 31, 2015 and 2014 differs from the U.S. statutory tax rate of 35% primarily due to the tax impact of non-deductible compensation, stock based compensation, and state taxes. As of October 31, 2015 , the Company believes that its deferred tax assets are more likely than not to be realized, with the exception of California deferred tax assets. The Company continues to maintain a valuation allowance on its California deferred tax assets as it is not more likely than not that these deferred tax assets will be realized. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On November 17, 2015, TiVo Inc. announced that Thomas S. Rogers, its current chief executive officer and president, will be stepping down from those roles effective the earlier of January 31, 2016 or upon the appointment of his successor. Effective February 1, 2016, the Board of Directors has appointed Mr. Rogers as non-executive chairman of the Board, and he will serve out his current term as a director. In connection with the transition of Mr. Rogers, the Board of Directors has terminated Mr. Roger’s employment agreement pursuant to Section 5 (c)-(i). TiVo and Mr. Rogers entered into a transition agreement, effective as of November 13, 2015, pursuant to which Mr. Rogers will receive the following compensation and benefits under his employment agreement: a sum equal to $4.6 million , an additional bonus upon attainment of applicable performance criteria, accelerated vesting of all equity-related awards (including cash settled restricted stock units) held by Mr. Rogers and continued health and welfare coverage for up to 24 months . Based on stock price on November 17, 2015, TiVo expects to record a one -time charge in the fourth quarter of the fiscal year ended January 31, 2016 of approximately $11.0 million - 12.0 million before tax, related to Mr. Rogers’ transition. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2015 and January 31, 2015 and the results of operations and the statement of other comprehensive income for the three and nine months ended October 31, 2015 and 2014 and condensed consolidated statements of cash flows for the nine months ended October 31, 2015 and 2014 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2015 . Operating results for the three and nine months ended October 31, 2015 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2016 or any other periods. |
Foreign Currency Translation | Foreign Currency Translation The Company determines the functional currency for its foreign subsidiaries by reviewing the currencies in which their respective operating activities occur. For the Company’s foreign subsidiaries where the local country’s currency is the functional currency, the Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using the average exchange rates during the period. Gains and losses from these translations are credited or charged to foreign currency translation adjustments, included in accumulated other comprehensive income (loss) in stockholders’ equity. |
Recent Accounting Pronoucements | Recent Accounting Pronouncements In May, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB approved a one year deferral to the effective date of ASU 2014-09 for all entities so that the new standard will be effective for the Company on February 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In April 2015, the FASB issued ASU No. 2015‑03, Interest-Imputation of Interest , to simplify the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts. The new standard is effective for the Company on February 1, 2016. While permitted, the Company has elected not to early adopt this ASU. Upon adoption, the new standard will result in a total decrease of prepaid expenses and other, current and long-term assets and a decrease in the carrying amount of the Company's current and long-term convertible senior notes of approximately $4.4 million as of October 31, 2015 and $6.1 million as of January 31, 2015. In July 2015, the FASB issued ASU 2015-11, Inventory-Simplifying the Measurement of Inventory , which, for entities that do not measure inventory using the last-in, first-out (LIFO) or retail inventory method, changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. This ASU is effective for the Company on February 1, 2017. This ASU will be applied prospectively. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes , which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. This ASU is effective for the Company on February 1, 2017. Earlier application is permitted. |
Marketable Securities | Marketable Securities The Company’s investment securities portfolio consists of various debt instruments, including certificates of deposit, commercial paper, corporate bonds, asset and mortgage-backed securities, foreign government securities, variable-rate demand notes, and municipal bonds, all of which are classified as available-for-sale. |
Cost Method Investments | Other investment securities TiVo has investments in private companies where the Company’s ownership is less than 20% and TiVo does not have significant influence. The investments are accounted for under the cost method and are periodically assessed for other-than-temporary impairment. The Company's cost basis in such investments was $2.7 million and $250,000 as of October 31, 2015 and January 31, 2015 . Refer to Note 4 "Fair Value" for additional information on the impairment assessment of the investments. |
Product Warranties | Product Warranties The Company’s standard manufacturer's warranty period to consumers for TiVo-enabled DVRs is 90 days for parts and labor from the date of consumer purchase, and from 91-365 days for parts only. Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a variable charge. The one year warranty for parts is extended beyond one year for customers on monthly service plans who also use our latest Roamio and BOLT DVRs for as long as such customers remain active. As of October 31, 2015 and January 31, 2015 , the accrued warranty reserve was $480,000 and $471,000 , respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying condensed consolidated balance sheets. The Company also includes a warranty through its Continual Care program to TiVo-Owned customers as long as they are subscribed to our service. The Company recognizes the cost associated with the Continual Care warranties at the time of the DVR sale. The Company also offers its TiVo-Owned customers who purchase a lifetime subscription a separately priced optional 2 -year and 3 -year extended warranties. The Company defers and amortizes cost and revenue associated with the sales of these extended warranties over the warranty period or until a warranty is redeemed. Additionally, the Company offers its MSO customers separately priced optional 3 -year extended warranties. The Company recognizes the revenues associated with the sale of these MSO extended warranties over the second and third year of the warranty period. The extended warranty for MSOs applies through the end of the period of warranty. As of October 31, 2015 , the extended warranty deferred revenue and cost was $2.0 million and $206,000 , respectively. As of January 31, 2015 , the extended warranty deferred revenue and cost was $2.1 million and $263,000 , respectively. |
Indemnification Arrangements | Indemnification Arrangements The Company undertakes indemnification obligations in its ordinary course of business. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities and the Company provides indemnification for its directors and officers in accordance with Delaware law. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification under its agreements with customer and business partners would arise in the event that a third party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered. The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, its indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue operation in the ordinary course of business. Under certain circumstances, the Company may have recourse through its insurance policies that would enable it to recover from its insurance company some or all amounts paid pursuant to its indemnification obligations. The Company does not have any assets held either as collateral or by third parties that, upon the occurrence of an event requiring it to indemnify a customer, the Company could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations. |
Legal Matters | Legal Matters From time to time, the Company is involved in numerous lawsuits as well as subject to various legal proceedings, claims, threats of litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated. |
CASH AND INVESTMENTS (Tables)
CASH AND INVESTMENTS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Investments and Cash [Abstract] | |
Unrealized Gain (Loss) on Investments | Cash, cash equivalents, and short-term investments, consisted of the following: As of October 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 16,637 $ — $ — $ 16,637 Cash equivalents: Commercial paper $ 106,057 $ 8 $ — $ 106,065 Money market funds $ 13,914 $ — $ — $ 13,914 Corporate debt securities $ 4,282 $ — $ (3 ) $ 4,279 Total cash and cash equivalents $ 140,890 $ 8 $ (3 ) $ 140,895 Marketable securities: Certificates of deposit $ 15,400 $ — $ — $ 15,400 Commercial paper 58,720 19 (1 ) 58,738 Corporate debt securities 410,058 152 (336 ) 409,874 Foreign government securities 10,827 — (12 ) 10,815 Variable-rate demand notes 215 — — 215 Asset and mortgage-backed securities 21,895 — (12 ) 21,883 Municipal bonds 13,069 15 (5 ) 13,079 Current marketable debt securities $ 530,184 $ 186 $ (366 ) $ 530,004 Total cash, cash equivalents, and marketable debt securities 671,074 194 (369 ) 670,899 As of January 31, 2015 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 29,135 $ — $ — $ 29,135 Cash equivalents: Commercial paper $ 48,207 $ 3 $ — $ 48,210 Money market funds $ 100,872 $ — $ — $ 100,872 Total cash and cash equivalents $ 178,214 $ 3 $ — $ 178,217 Marketable securities: Certificates of deposit $ 27,400 $ — $ — $ 27,400 Commercial paper 85,031 31 — 85,062 Corporate debt securities 416,391 112 (170 ) 416,333 Foreign government securities 10,851 — (2 ) 10,849 Variable-rate demand notes 285 — — 285 Asset and mortgage-backed securities 18,864 — (3 ) 18,861 Municipal bonds 5,948 6 — 5,954 Total $ 564,770 $ 149 $ (175 ) $ 564,744 Total cash, cash equivalents, and marketable debt securities $ 742,984 $ 152 $ (175 ) $ 742,961 |
Investments Classified by Contractual Maturity Date | The following table summarizes the estimated fair value of the Company’s debt investments, designated as available-for-sale, classified by the contractual maturity date of the security: As of October 31, 2015 January 31, 2015 (in thousands) Due within 1 year $ 385,123 $ 451,571 Due within 1 year through 5 years 144,666 112,888 Due after 10 years 215 285 Total $ 530,004 $ 564,744 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | On a quarterly basis, TiVo measures, at fair value, certain financial assets and liabilities. The fair value of those financial assets and liabilities was determined using the following levels of inputs as of October 31, 2015 and January 31, 2015 : As of October 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Assets: Cash equivalents: Commercial paper $ 106,065 $ — $ 106,065 $ — Money market funds 13,914 13,914 — — Corporate debt securities 4,279 — 4,279 — Short-term investments: Certificates of deposit 15,400 — 15,400 — Commercial paper 58,738 — 58,738 — Corporate debt securities 409,874 — 409,874 — Foreign government securities 10,815 — 10,815 — Variable-rate demand notes 215 — 215 — Asset- and mortgage-backed securities 21,883 — 21,883 — Municipal bonds 13,079 — 13,079 — Contingent Liabilities Acquisition purchase consideration $ 10,032 $ — $ — $ 10,032 Total $ 664,294 $ 13,914 $ 640,348 $ 10,032 As of January 31, 2015 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in thousands) Assets: Cash equivalents: Commercial paper $ 48,210 $ — $ 48,210 $ — Money market funds 100,872 100,872 — — Short-term investments: Certificates of deposit 27,400 — 27,400 — Commercial paper 85,062 — 85,062 — Corporate debt securities 416,333 — 416,333 — Foreign government securities 10,849 — 10,849 — Variable-rate demand notes 285 — 285 — Asset- and mortgage-backed securities 18,861 — 18,861 — Municipal bonds 5,954 — 5,954 — Total $ 713,826 $ 100,872 $ 612,954 $ — |
Fair Value, Contingent Purchase Consideration | The change in the fair value of the Company’s contingent purchase consideration liability is as follows: Fair Value (in thousands) As of May 22, 2015 $ 9,429 Add: Change in fair value of contingent purchase consideration 256 As of July 31, 2015 $ 9,685 Add: Change in fair value of contingent purchase consideration 347 As of October 31, 2015 $ 10,032 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory was as follows: As of October 31, 2015 January 31, 2015 ( in thousands) Raw Materials $ 1,015 $ 1,473 Finished Goods 19,492 18,868 Total Inventory $ 20,507 $ 20,341 |
CONVERTIBLE SENIOR NOTES (Table
CONVERTIBLE SENIOR NOTES (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Carrying Value of Convertible Debt | The following table reflects the carrying value of the Company's convertible senior notes: As of October 31, 2015 January 31, 2015 ( in thousands) 4.0% Notes due 2016 $ 132,500 $ 172,500 2.0% Notes due 2021 230,000 230,000 Less: Unamortized debt discount (45,251 ) (49,938 ) Net carrying amount of 2.0% Notes due 2021 184,749 180,062 Total convertible debt 317,249 352,562 Less: Convertible short-term debt 132,500 — Convertible long-term debt $ 184,749 $ 352,562 |
Schedule of Long-term Debt Instruments Issuance Costs | The following table presents the amount of interest cost recognized relating to the contractual interest coupon, amortization of issuance costs and amortization of the discount on the liability component of the 2.0% Notes due 2021 (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In Thousands) Contractual interest coupon $ 1,150 $ 498 $ 3,450 $ 498 Amortization of debt issuance cost 176 74 527 74 Amortization of debt discount 1,582 645 4,688 645 Total interest cost recognized $ 2,908 $ 1,217 $ 8,665 $ 1,217 The following table presents the amount of interest cost recognized relating to the contractual interest coupon and amortization of issuance costs of the 4.0% Notes due 2016 (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In Thousands) Contractual interest coupon $ 1,601 $ 1,725 $ 5,051 $ 5,175 Amortization of debt issuance costs 221 240 701 721 Total interest cost recognized $ 1,822 $ 1,965 $ 5,752 $ 5,896 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per common share: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (income in thousands) Numerator: Net income $ 5,280 $ 6,345 $ 21,498 $ 23,776 Interest on dilutive notes, net of tax — — — 3,754 Net income for purpose of computing net income per diluted share 5,280 6,345 21,498 27,530 Denominator: Weighted average shares outstanding, excluding unvested restricted stock 92,759,485 107,497,734 92,346,466 110,303,789 Weighted average effect of dilutive securities: Stock options, restricted stock, and employee stock purchase plan 2,428,777 4,372,673 3,735,662 4,512,443 4.0% Notes due 2016 — — — 15,462,193 Denominator for diluted net income per common share 95,188,262 111,870,407 96,082,128 130,278,425 Basic net income per common share $ 0.06 $ 0.06 $ 0.23 $ 0.22 Diluted net income per common share $ 0.06 $ 0.06 $ 0.22 $ 0.21 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted average number of shares outstanding used in the computation of diluted net income per share in the three and nine months ended October 31, 2015 and 2014 do not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Unvested restricted stock 138,204 71 4,158 3,426 Options to purchase common stock 656,900 269,656 508,482 334,283 4.0% Notes due 2016 14,267,047 15,462,193 15,063,811 — 2.0% Notes due to 2021 12,904,679 6,452,340 12,904,679 2,150,780 Common stock warrants 12,904,679 6,452,340 12,904,679 2,150,780 Total 40,871,509 28,636,600 41,385,809 4,639,269 Effect of conversion on net income per share. The 2.0% Notes due 2021 have no impact on diluted net income per share until the average quarterly price of our common stock exceeds the conversion price of $17.82 per share. Prior to conversion, we will include the effect of the additional shares that may be issued if our common stock price exceeds $17.82 per share using the treasury stock method. If the average price of our common stock exceeds $24.00 per share for a quarterly period, we will also include the effect of the additional potential shares that may be issued related to the Warrants using the treasury stock method. Prior to conversion, the convertible note hedges are not considered for purposes of the calculation of net income (loss) per share, as their effect would be anti-dilutive. Upon conversion, the convertible note hedges are expected to offset the dilutive effect of the 2.0% Notes due 2021 when the stock price is above $17.82 per share. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation | Total stock-based compensation for the three and nine months ended October 31, 2015 and 2014 is as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 (In thousands) Cost of service and software revenues $ 445 $ 495 $ 1,359 $ 1,398 Cost of technology revenues 385 332 1,112 933 Cost of hardware revenues 34 61 103 199 Research and development 1,969 2,735 5,773 8,763 Sales and marketing 1,249 1,250 3,527 3,808 General and administrative 3,406 3,676 9,820 10,476 Stock-based compensation before income taxes $ 7,488 $ 8,549 $ 21,694 $ 25,577 Income tax benefit (1,435 ) (1,931 ) (4,156 ) (5,621 ) Stock-based compensation, net of tax $ 6,053 $ 6,618 $ 17,538 $ 19,956 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The Company's preliminary allocation of the total purchase consideration is as follows: Cubiware Purchase Accounting - Opening Balance Sheet (in thousands) Assets: Cash $ 3,200 Accounts receivable 1,733 Other current assets 73 Fixed assets 355 Prepaid expenses and other, long-term 90 Deferred tax asset, current 47 Total Assets $ 5,498 Liabilities: Accounts payable $ (155 ) Accrued liabilities (143 ) Deferred tax liability, long term (3,173 ) Other long-term liabilities (106 ) Total Liabilities $ (3,577 ) Intangibles 16,700 Goodwill 10,436 Total purchase consideration $ 29,057 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents details of the intangible assets acquired through this business combination (in thousands, except years): Description Asset Life in years Fair Value Software technology 5 - 6 $ 8,900 Customer relationships 7 - 9 $ 7,300 Trade name 8 $ 500 Total identifiable intangible assets $ 16,700 |
CASH AND INVESTMENTS (Details)
CASH AND INVESTMENTS (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2014 |
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Cash and Cash Equivalents, Adjusted Cost | $ 140,890 | $ 178,214 | ||
Cash and Cash Equivalents, Gross Unrealized Gains | 8 | 3 | ||
Cash and Cash Equivalents, Gross Unrealized Losses | (3) | 0 | ||
Cash and Cash Equivalents, Fair Value | 140,895 | 178,217 | $ 148,208 | $ 253,713 |
Marketable securities, Adjusted Cost | 530,184 | 564,770 | ||
Marketable securities, Gross Unrealized Gains | 186 | 149 | ||
Marketable securities, Gross Unrealized Losses | (366) | (175) | ||
Marketable securities, Fair Value | 530,004 | 564,744 | ||
Total cash, cash equivalents, and marketable debt securities, Adjusted Cost | 671,074 | 742,984 | ||
Total cash, cash equivalents, and marketable debt securities, Gross Unrealized Gains | 194 | 152 | ||
Total cash, cash equivalents, and marketable debt securities, Gross Unrealized Losses | (369) | (175) | ||
Total cash, cash equivalents, and marketable debt securities, Fair Value | 670,899 | 742,961 | ||
Cost basis in investments | 2,700 | 250 | ||
Available-for-sale Securities, Debt Maturities, Fair Value, Fiscal Year Maturity [Abstract] | ||||
Due within 1 year | 385,123 | 451,571 | ||
Due within 1 year through 5 years | 144,666 | 112,888 | ||
Due after 10 years | 215 | 285 | ||
Total marketable securities | 530,004 | 564,744 | ||
Cash [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Cash and Cash Equivalents, Adjusted Cost | 16,637 | 29,135 | ||
Cash and Cash Equivalents, Gross Unrealized Gains | 0 | 0 | ||
Cash and Cash Equivalents, Gross Unrealized Losses | 0 | 0 | ||
Cash and Cash Equivalents, Fair Value | 16,637 | 29,135 | ||
Commercial paper [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Cash and Cash Equivalents, Adjusted Cost | 106,057 | 48,207 | ||
Cash and Cash Equivalents, Gross Unrealized Gains | 8 | 3 | ||
Cash and Cash Equivalents, Gross Unrealized Losses | 0 | 0 | ||
Cash and Cash Equivalents, Fair Value | 106,065 | 48,210 | ||
Marketable securities, Adjusted Cost | 58,720 | 85,031 | ||
Marketable securities, Gross Unrealized Gains | 19 | 31 | ||
Marketable securities, Gross Unrealized Losses | (1) | 0 | ||
Marketable securities, Fair Value | 58,738 | 85,062 | ||
Certificates of deposit [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Marketable securities, Adjusted Cost | 15,400 | 27,400 | ||
Marketable securities, Gross Unrealized Gains | 0 | 0 | ||
Marketable securities, Gross Unrealized Losses | 0 | 0 | ||
Marketable securities, Fair Value | 15,400 | 27,400 | ||
Money market funds [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Cash and Cash Equivalents, Adjusted Cost | 13,914 | 100,872 | ||
Cash and Cash Equivalents, Gross Unrealized Gains | 0 | 0 | ||
Cash and Cash Equivalents, Gross Unrealized Losses | 0 | 0 | ||
Cash and Cash Equivalents, Fair Value | 13,914 | 100,872 | ||
Corporate debt securities [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Cash and Cash Equivalents, Adjusted Cost | 4,282 | |||
Cash and Cash Equivalents, Gross Unrealized Gains | 0 | |||
Cash and Cash Equivalents, Gross Unrealized Losses | (3) | |||
Cash and Cash Equivalents, Fair Value | 4,279 | |||
Marketable securities, Adjusted Cost | 410,058 | 416,391 | ||
Marketable securities, Gross Unrealized Gains | 152 | 112 | ||
Marketable securities, Gross Unrealized Losses | (336) | (170) | ||
Marketable securities, Fair Value | 409,874 | 416,333 | ||
Foreign government securities [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Marketable securities, Adjusted Cost | 10,827 | 10,851 | ||
Marketable securities, Gross Unrealized Gains | 0 | 0 | ||
Marketable securities, Gross Unrealized Losses | (12) | (2) | ||
Marketable securities, Fair Value | 10,815 | 10,849 | ||
Variable-rate demand notes [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Marketable securities, Adjusted Cost | 215 | 285 | ||
Marketable securities, Gross Unrealized Gains | 0 | 0 | ||
Marketable securities, Gross Unrealized Losses | 0 | 0 | ||
Marketable securities, Fair Value | 215 | 285 | ||
Asset and mortgage-backed securities [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Marketable securities, Adjusted Cost | 21,895 | 18,864 | ||
Marketable securities, Gross Unrealized Gains | 0 | 0 | ||
Marketable securities, Gross Unrealized Losses | (12) | (3) | ||
Marketable securities, Fair Value | 21,883 | 18,861 | ||
Municipal bonds [Member] | ||||
Unrealized Gain (Loss) on Investments [Abstract] | ||||
Marketable securities, Adjusted Cost | 13,069 | 5,948 | ||
Marketable securities, Gross Unrealized Gains | 15 | 6 | ||
Marketable securities, Gross Unrealized Losses | (5) | 0 | ||
Marketable securities, Fair Value | $ 13,079 | $ 5,954 |
FAIR VALUE (Fair Value by Balan
FAIR VALUE (Fair Value by Balance Sheet Grouping) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 664,294 | $ 713,826 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 106,065 | 48,210 |
Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,914 | 100,872 |
Certificates of deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 15,400 | 27,400 |
Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 58,738 | 85,062 |
Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,279 | |
Short-term investments | 409,874 | 416,333 |
Foreign government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,815 | 10,849 |
Variable-rate demand notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 215 | 285 |
Asset and mortgage-backed securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 21,883 | 18,861 |
Municipal bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 13,079 | 5,954 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 13,914 | 100,872 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,914 | 100,872 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Foreign government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Variable-rate demand notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Asset and mortgage-backed securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Municipal bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 640,348 | 612,954 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 106,065 | 48,210 |
Significant Other Observable Inputs (Level 2) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 15,400 | 27,400 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 58,738 | 85,062 |
Significant Other Observable Inputs (Level 2) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4,279 | |
Short-term investments | 409,874 | 416,333 |
Significant Other Observable Inputs (Level 2) [Member] | Foreign government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,815 | 10,849 |
Significant Other Observable Inputs (Level 2) [Member] | Variable-rate demand notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 215 | 285 |
Significant Other Observable Inputs (Level 2) [Member] | Asset and mortgage-backed securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 21,883 | 18,861 |
Significant Other Observable Inputs (Level 2) [Member] | Municipal bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 13,079 | 5,954 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 10,032 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Money market funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Certificates of deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Commercial paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Foreign government securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Variable-rate demand notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Asset and mortgage-backed securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Municipal bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | $ 0 |
Contingent Purchase Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,032 | |
Contingent Purchase Consideration [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Contingent Purchase Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Contingent Purchase Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 10,032 |
FAIR VALUE (Narrative) (Details
FAIR VALUE (Narrative) (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt carrying value | $ 184,749 | $ 352,562 |
Cost basis in investments | 2,700 | 250 |
4% Notes, Due 2016 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt carrying value | 132,500 | 172,500 |
Convertible debt fair value | 134,800 | 193,700 |
2% Note, Due 2021 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt carrying value | 184,700 | 180,100 |
Convertible debt fair value | $ 202,200 | $ 211,100 |
FAIR VALUE FAIR VALUE (Change i
FAIR VALUE FAIR VALUE (Change in Fair Value of Contingent Purchase Consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Jul. 31, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
Business Combinations [Abstract] | ||||
Fair value of contingent purchase consideration, beginning balance | $ 9,685 | |||
Add: Change in fair value of contingent purchase consideration | 347 | $ 256 | $ 603 | $ 0 |
Fair value of contingent purchase consideration, ending balance | $ 10,032 | $ 9,685 | $ 10,032 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 1,015 | $ 1,473 |
Finished Goods | 19,492 | 18,868 |
Total Inventory | $ 20,507 | $ 20,341 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Jan. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Loss Contingency, Range of Possible Loss, Minimum | $ 0.3 | |
Product Warranty Accrual | 480,000 | $ 471,000 |
Extended Warranty Deferred Revenue | 2,000,000 | 2,100,000 |
Extended Warranty Deferred Cost of Sales | 206,000 | $ 263,000 |
Loss Contingency, Range of Possible Loss, Maximum | $ 10.4 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Extended Product Warranty Term | 2 years | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Extended Product Warranty Term | 3 years |
CONVERTIBLE SENIOR NOTES Carryi
CONVERTIBLE SENIOR NOTES Carrying Value (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2011 |
Debt Instrument [Line Items] | ||||
Total convertible debt | $ 317,249 | $ 352,562 | ||
Less: Convertible short-term debt | 132,500 | 0 | ||
Convertible long-term debt | $ 184,749 | 352,562 | ||
Convertible Senior Notes [Member] | 4% Notes, Due 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.00% | 4.00% | ||
Convertible Senior Notes, Gross | $ 132,500 | 172,500 | ||
Convertible Senior Notes [Member] | 2% Note, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.00% | 2.00% | ||
Convertible Senior Notes, Gross | $ 230,000 | 230,000 | ||
Less: Unamortized debt discount | (45,251) | (49,938) | ||
Total convertible debt | $ 184,749 | $ 180,062 |
CONVERTIBLE SENIOR NOTES Narrat
CONVERTIBLE SENIOR NOTES Narrative (Details) $ / shares in Units, shares in Millions | Sep. 30, 2014USD ($)$ / shares | Mar. 31, 2011USD ($)$ / shares | Sep. 30, 2015USD ($) | Oct. 31, 2015USD ($)day$ / sharesshares | Oct. 31, 2014USD ($) | Jan. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Repurchase of notes | $ (41,040,000) | $ 0 | ||||
Loss on repurchase of notes | 1,141,000 | 0 | ||||
Purchase of convertible note hedges | $ 0 | $ 54,018,000 | ||||
Convertible Senior Notes [Member] | 4% Notes, Due 2016 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face Amount | $ 172,500,000 | |||||
Stated interest rate | 4.00% | 4.00% | ||||
Conversion Ratio | 89.6359 | |||||
Conversion Price (usd per share) | $ / shares | $ 11.16 | |||||
Proceeds from Issuance of Debt | $ 166,100,000 | |||||
Repurchased face amount of notes | $ 40,000,000 | |||||
Repurchase of notes | (41,000,000) | |||||
Loss on repurchase of notes | 1,100,000 | |||||
Loss on repurchase of notes - premiums and commissions | 1,000,000 | |||||
Loss on repurchase of notes - write off of unamortized issuance costs | $ 101,000 | |||||
Debt Issuance Cost | $ 6,400,000 | |||||
Convertible Senior Notes [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face Amount | $ 230,000,000 | |||||
Stated interest rate | 2.00% | 2.00% | ||||
Conversion Ratio | 56.1073 | |||||
Proceeds from Issuance of Debt | $ 223,600,000 | |||||
Proceeds from Warrant Exercises | $ 30,200,000 | |||||
Fair Value of Liability Component | 177,900,000 | |||||
Carrying Amount of Equity Component | 52,100,000 | |||||
Adjustments to Stockholders' Equity, Equity Component of Convertible Debt | 19,300,000 | |||||
Debt Issuance Cost | $ 6,400,000 | |||||
Unamortized Debt Issuance Cost | $ 4,200,000 | |||||
Effective Interest Rate | 6.00% | |||||
Unamortized Discount | $ (45,251,000) | $ (49,938,000) | ||||
Remaining Discount Amortization Period | 5 years 11 months 1 day | |||||
Percent that Stock Price exceeds the closing share price | 75.00% | |||||
Shares Underlying Notes | shares | 12.9 | |||||
Convertible Debt [Member] | Convertible Senior Notes Maturing March 2016 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized Debt Issuance Cost | $ 274,000 | |||||
Convertible Debt [Member] | Convertible Senior Notes Maturing October 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred Finance Costs, Net | $ 5,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 24 | |||||
Debt Instrument, Redemption, Period One [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Threshold Trading Days | day | 5 | |||||
Threshold Consecutive Trading Days | 10 days | |||||
Threshold Percentage of Stock Price Trigger | 98.00% | |||||
Debt Instrument, Redemption, Period Two [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Threshold Trading Days | day | 20 | |||||
Threshold Consecutive Trading Days | 30 days | |||||
Threshold Percentage of Stock Price Trigger | 130.00% | |||||
Additional Paid-in Capital [Member] | Convertible Senior Notes [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Cost | $ 1,400,000 | |||||
Cash Flow Hedging [Member] | Convertible Senior Notes [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion Price (usd per share) | $ / shares | $ 17.82 | |||||
Purchase of convertible note hedges | 54,000,000 | |||||
Cash Flow Hedging [Member] | Additional Paid-in Capital [Member] | Convertible Senior Notes [Member] | 2% Note, Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Tax Benefit From Deferred Tax Asset Related To Convertible Bond Hedge | $ 20,000,000 |
CONVERTIBLE SENIOR NOTES Issuan
CONVERTIBLE SENIOR NOTES Issuance Costs (Details) - Convertible Senior Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
2% Note, Due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual interest coupon | $ 1,150 | $ 498 | $ 3,450 | $ 498 |
Amortization of debt issuance costs | 176 | 74 | 527 | 74 |
Amortization of debt discount | 1,582 | 645 | 4,688 | 645 |
Total interest cost recognized | 2,908 | 1,217 | 8,665 | 1,217 |
4% Notes, Due 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual interest coupon | 1,601 | 1,725 | 5,051 | 5,175 |
Amortization of debt issuance costs | 221 | 240 | 701 | 721 |
Total interest cost recognized | $ 1,822 | $ 1,965 | $ 5,752 | $ 5,896 |
NET INCOME PER COMMON SHARE (Sc
NET INCOME PER COMMON SHARE (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Numerator: | ||||
Net income | $ 5,280 | $ 6,345 | $ 21,498 | $ 23,776 |
Interest on dilutive notes, net of tax | 0 | 0 | 0 | 3,754 |
Net income for purpose of computing net income per diluted share | $ 5,280 | $ 6,345 | $ 21,498 | $ 27,530 |
Denominator: | ||||
Weighted average shares outstanding, excluding unvested restricted stock | 92,759,485 | 107,497,734 | 92,346,466 | 110,303,789 |
Weighted average effect of dilutive securities: | ||||
Stock options, restricted stock, and employee stock purchase plan | 2,428,777 | 4,372,673 | 3,735,662 | 4,512,443 |
4.0% Notes due 2016 | 0 | 0 | 0 | 15,462,193 |
Denominator for diluted net income per common share | 95,188,262 | 111,870,407 | 96,082,128 | 130,278,425 |
Basic loss per common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.23 | $ 0.22 |
Diluted loss per common share (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.22 | $ 0.21 |
NET INCOME PER COMMON SHARE (37
NET INCOME PER COMMON SHARE (Schedule of Anti-Dilutive Shares) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Mar. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 40,871,509 | 28,636,600 | 41,385,809 | 4,639,269 | |
Unvested restricted stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 138,204 | 71 | 4,158 | 3,426 | |
Option to purchase common stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 656,900 | 269,656 | 508,482 | 334,283 | |
Common Stock Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 12,904,679 | 6,452,340 | 12,904,679 | 2,150,780 | |
4% Notes, Due 2016 [Member] | Convertible Debt Securities [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 14,267,047 | 15,462,193 | 15,063,811 | 0 | |
2% Note, Due 2021 [Member] | Convertible Debt Securities [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total antidilutive securities | 12,904,679 | 6,452,340 | 12,904,679 | 2,150,780 | |
Convertible Senior Notes [Member] | 4% Notes, Due 2016 [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion Price (usd per share) | $ 11.16 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | $ 7,488 | $ 8,549 | $ 21,694 | $ 25,577 |
Income tax benefit | (1,435) | (1,931) | (4,156) | (5,621) |
Stock-based compensation, net of tax | 6,053 | 6,618 | 17,538 | 19,956 |
Cost of service revenues [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | 445 | 495 | 1,359 | 1,398 |
Cost of technology revenues [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | 385 | 332 | 1,112 | 933 |
Cost of hardware revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | 34 | 61 | 103 | 199 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | 1,969 | 2,735 | 5,773 | 8,763 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | 1,249 | 1,250 | 3,527 | 3,808 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation before income taxes | $ 3,406 | $ 3,676 | $ 9,820 | $ 10,476 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | May. 22, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | Jan. 31, 2015 |
Business Acquisition [Line Items] | ||||
Fair value of contingent purchase consideration | $ 10,032 | $ 9,685 | ||
Goodwill | 109,213 | $ 99,364 | ||
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate | 21.50% | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate | 26.50% | |||
Cubiware Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Initial cash payment to acquire business | $ 16,000 | |||
Acquisition costs | $ 1,100 | |||
Preliminary purchase consideration | 19,800 | |||
Working capital adjustments | 3,800 | |||
Fair value of contingent purchase consideration | $ 9,429 | |||
Present value factor | 15.00% | |||
Goodwill | $ 10,436 | |||
Cubiware Corporation [Member] | Guaranteed Payments [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent payments | $ 11,500 | |||
Term for payment arrangements | 3 years | |||
Cubiware Corporation [Member] | Cash Earn-Outs Based On Annual Revenue And EBITDA Targets [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent payments | $ 20,500 | |||
Term for payment arrangements | 3 years |
ACQUISITIONS (Preliminary Alloc
ACQUISITIONS (Preliminary Allocation of Total Purchase Consideration) (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | May. 22, 2015 | Jan. 31, 2015 |
Liabilities: | |||
Goodwill | $ 109,213 | $ 99,364 | |
Cubiware Corporation [Member] | |||
Assets: | |||
Cash | $ 3,200 | ||
Accounts receivable | 1,733 | ||
Other current assets | 73 | ||
Fixed assets | 355 | ||
Prepaid expenses and other, long-term | 90 | ||
Deferred tax asset, current | 47 | ||
Total Assets | 5,498 | ||
Liabilities: | |||
Accounts payable | (155) | ||
Accrued liabilities | (143) | ||
Deferred tax liability, long term | (3,173) | ||
Other long-term liabilities | (106) | ||
Total Liabilities | (3,577) | ||
Intangibles | 16,700 | ||
Goodwill | 10,436 | ||
Total purchase consideration | $ 29,057 |
ACQUISITIONS (Finite-lived Inta
ACQUISITIONS (Finite-lived Intangible Assets Acquired) (Details) - Cubiware Corporation [Member] $ in Thousands | May. 22, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Fair Value | $ 16,700 |
Software technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Fair Value | 8,900 |
Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, Fair Value | $ 7,300 |
Trade name [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful lives | 8 years |
Intangible assets, Fair Value | $ 500 |
Minimum [Member] | Software technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful lives | 5 years |
Minimum [Member] | Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful lives | 7 years |
Maximum [Member] | Software technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful lives | 6 years |
Maximum [Member] | Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, useful lives | 9 years |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 5,783 | $ 7,129 | $ 19,797 | $ 20,852 |
Effective income tax rate | (52.00%) | (53.00%) | (48.00%) | (47.00%) |
Effective income tax rate reconciliation, at federal statutory rate | 35.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Nov. 13, 2015 | Jan. 31, 2016 |
Scenario, Forecast [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Compensation and related expense | $ 11 | |
Scenario, Forecast [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Compensation and related expense | $ 12 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Compensation | $ 4.6 | |
Continued health and welfare coverage term | 24 months |