Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 31, 2016 | Mar. 11, 2016 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
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 | 97,863,989 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 0.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 159,392 | $ 178,217 |
Short-term investments | 486,677 | 564,744 |
Accounts receivable, net of allowance for doubtful accounts of $521 and $647, respectively | 55,654 | 40,184 |
Inventories | 17,535 | 20,341 |
Deferred cost of technology revenues, current | 3,910 | 5,076 |
Deferred tax assets, current | 0 | 55,787 |
Prepaid expenses and other, current | 13,511 | 13,851 |
Total current assets | 736,679 | 878,200 |
LONG-TERM ASSETS | ||
Property and equipment, net of accumulated depreciation of $56,188 and $52,021, respectively | 12,629 | 11,854 |
Intangible assets, net of accumulated amortization of $41,471 and $31,277, respectively | 57,627 | 51,810 |
Deferred cost of technology revenues, long-term | 12,277 | 15,016 |
Goodwill | 108,735 | 99,364 |
Deferred tax assets, long-term | 155,719 | 114,486 |
Prepaid expenses and other, long-term | 10,211 | 6,791 |
Total long-term assets | 357,198 | 299,321 |
Total assets | 1,093,877 | 1,177,521 |
CURRENT LIABILITIES | ||
Accounts payable | 21,243 | 29,359 |
Accrued liabilities | 53,305 | 54,431 |
Deferred revenue, current | 166,361 | 175,503 |
Convertible senior notes, current | 132,500 | 0 |
Total current liabilities | 373,409 | 259,293 |
LONG-TERM LIABILITIES | ||
Deferred revenue, long-term | 179,133 | 255,816 |
Convertible senior notes, long-term | 186,362 | 352,562 |
Deferred tax liability, long-term | 2,588 | 0 |
Other long-term liabilities | 7,466 | 537 |
Total long-term liabilities | 375,549 | 608,915 |
Total liabilities | $ 748,958 | $ 868,208 |
COMMITMENTS AND CONTINGENCIES | ||
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 143,473,136 and 138,577,153, respectively, and outstanding shares are 98,206,449 and 96,221,867, respectively | 142 | 138 |
Treasury stock, at cost - 45,266,687 shares and 42,355,286 shares, respectively | (545,744) | (514,853) |
Additional paid-in capital | 1,251,865 | 1,203,722 |
Accumulated deficit | (357,983) | (379,680) |
Accumulated other comprehensive income (loss) | (3,361) | (14) |
Total stockholders’ equity | 344,919 | 309,313 |
Total liabilities and stockholders’ equity | $ 1,093,877 | $ 1,177,521 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetcial) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 521 | $ 647 |
Property and equipment, accumulated depreciation | 56,188 | 52,021 |
Developed technology and intangible assets, accumulated amortization | $ 41,471 | $ 31,277 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 143,473,136 | 138,577,153 |
Common stock, shares outstanding | 98,206,449 | 96,221,867 |
Treasury stock, shares | 45,266,687 | 42,355,286 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Revenues | |||
Service and software revenues | $ 175,178 | $ 150,007 | $ 138,835 |
Technology revenues | 220,894 | 202,353 | 165,630 |
Hardware revenues | 93,540 | 99,119 | 101,788 |
Net revenues | 489,612 | 451,479 | 406,253 |
Cost of revenues | |||
Cost of service and software revenues | 65,536 | 59,607 | 49,042 |
Cost of technology revenues | 33,426 | 22,690 | 25,673 |
Cost of hardware revenues | 97,587 | 95,505 | 96,633 |
Total cost of revenues | 196,549 | 177,802 | 171,348 |
Gross margin | 293,063 | 273,677 | 234,905 |
Research and development | 107,760 | 102,209 | 106,917 |
Sales and marketing | 46,705 | 42,053 | 39,003 |
Sales and marketing, subscription acquisition costs | 11,629 | 8,906 | 12,521 |
General and administrative | 59,787 | 59,482 | 77,311 |
Litigation proceeds | 0 | 0 | (108,102) |
Transition and restructuring | 12,820 | 0 | 0 |
Total operating expenses | 238,701 | 212,650 | 127,650 |
Income from operations | 54,362 | 61,027 | 107,255 |
Interest income | 4,168 | 4,147 | 4,727 |
Interest expense and other income (expense) | (20,512) | (11,961) | (8,077) |
Income (loss) before income taxes | 38,018 | 53,213 | 103,905 |
Benefit from (provision for) income taxes | (16,321) | (22,381) | 167,911 |
Net income | $ 21,697 | $ 30,832 | $ 271,816 |
Net income per common share | |||
Basic (in dollars per share) | $ 0.23 | $ 0.29 | $ 2.29 |
Diluted (in dollars per share) | $ 0.23 | $ 0.28 | $ 1.99 |
Income for purposes of computing net income per share: | |||
Basic | $ 21,697 | $ 30,832 | $ 271,816 |
Diluted | $ 21,697 | $ 35,837 | $ 276,825 |
Weighted average common and common equivalent shares: | |||
Basic (in shares) | 92,763,835 | 106,799,817 | 118,445,466 |
Diluted (in shares) | 95,873,814 | 126,779,467 | 138,801,463 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 21,697 | $ 30,832 | $ 271,816 |
Available-for-sale securities: | |||
Unrealized gain (loss) on marketable securities, net of tax | (254) | (591) | 355 |
Foreign currency translation adjustments | (3,093) | 0 | 0 |
Total comprehensive income, net of tax | $ 18,350 | $ 30,241 | $ 272,171 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Jan. 31, 2013 | $ 340,764 | $ 129 | $ (37,791) | $ 1,060,532 | $ (682,328) | $ 222 |
Beginning Balance (in shares) at Jan. 31, 2013 | 129,545,267 | |||||
Beginning Balance (in shares) at Jan. 31, 2013 | (3,922,910) | |||||
Issuance of common stock related to exercise of common stock options (in shares) | 1,013,782 | |||||
Issuance of common stock related to exercise of common stock options | 7,868 | $ 1 | 7,867 | |||
Tax detriment from employee stock-based compensation plans | 668 | 668 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 762,864 | |||||
Issuance of common stock related to employee stock purchase plan | 6,016 | $ 0 | 6,016 | |||
Issuance of restricted shares of common stock (in shares) | 3,738,468 | |||||
Issuance of restricted shares of common stock | 0 | $ 4 | (4) | |||
Forfeiture of unvested restricted shares (in shares) | (471,925) | |||||
Forfeiture of unvested restricted shares | 0 | $ 0 | 0 | |||
Treasury Stock - repurchase of stock (in shares) | (10,047,607) | |||||
Treasury Stock - repurchase of stock | (116,280) | $ (116,280) | ||||
Recognition of stock-based compensation | 37,878 | 37,878 | ||||
Net income (loss) | 271,816 | 271,816 | ||||
Other comprehensive income (loss) | 355 | 355 | ||||
Ending Balance (in shares) at Jan. 31, 2014 | 134,588,456 | |||||
Ending Balance (in shares) at Jan. 31, 2014 | (13,970,517) | |||||
Ending Balance at Jan. 31, 2014 | 549,085 | $ 134 | $ (154,071) | 1,112,957 | (410,512) | 577 |
Issuance of common stock related to exercise of common stock options (in shares) | 805,042 | |||||
Issuance of common stock related to exercise of common stock options | 5,863 | $ 1 | 5,862 | |||
Tax detriment from employee stock-based compensation plans | 18,036 | 18,036 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 621,720 | |||||
Issuance of common stock related to employee stock purchase plan | 6,030 | $ 1 | 6,029 | |||
Issuance of restricted shares of common stock (in shares) | 2,833,713 | |||||
Issuance of restricted shares of common stock | 0 | $ 3 | (3) | |||
Forfeiture of unvested restricted shares (in shares) | (271,778) | |||||
Forfeiture of unvested restricted shares | 0 | $ (1) | 1 | |||
Treasury Stock - repurchase of stock (in shares) | (28,384,769) | |||||
Treasury Stock - repurchase of stock | (360,782) | $ (360,782) | ||||
Recognition of stock-based compensation | 33,320 | 33,320 | ||||
Equity value of issuance of convertible senior notes | 27,520 | 27,520 | ||||
Net income (loss) | 30,832 | 30,832 | 0 | |||
Other comprehensive income (loss) | $ (591) | (591) | ||||
Ending Balance (in shares) at Jan. 31, 2015 | 138,577,153 | |||||
Ending Balance (in shares) at Jan. 31, 2015 | (42,355,286) | (42,355,286) | ||||
Ending Balance at Jan. 31, 2015 | $ 309,313 | $ 138 | $ (514,853) | 1,203,722 | (379,680) | (14) |
Issuance of common stock related to exercise of common stock options (in shares) | 1,562,635 | |||||
Issuance of common stock related to exercise of common stock options | 7,966 | $ 1 | 7,965 | |||
Tax detriment from employee stock-based compensation plans | (403) | (403) | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 697,554 | |||||
Issuance of common stock related to employee stock purchase plan | 5,695 | $ 1 | 5,694 | |||
Issuance of restricted shares of common stock (in shares) | 2,791,712 | |||||
Issuance of restricted shares of common stock | 0 | $ 3 | (3) | |||
Forfeiture of unvested restricted shares (in shares) | (155,918) | |||||
Forfeiture of unvested restricted shares | 0 | $ (1) | 1 | |||
Treasury Stock - repurchase of stock (in shares) | (2,911,401) | |||||
Treasury Stock - repurchase of stock | (30,891) | $ (30,891) | ||||
Recognition of stock-based compensation | 34,889 | 34,889 | ||||
Net income (loss) | 21,697 | 21,697 | ||||
Other comprehensive income (loss) | $ (3,347) | (3,347) | ||||
Ending Balance (in shares) at Jan. 31, 2016 | 143,473,136 | |||||
Ending Balance (in shares) at Jan. 31, 2016 | (45,266,687) | (45,266,687) | ||||
Ending Balance at Jan. 31, 2016 | $ 344,919 | $ 142 | $ (545,744) | $ 1,251,865 | $ (357,983) | $ (3,361) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 21,697 | $ 30,832 | $ 271,816 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment and intangibles | 17,440 | 13,855 | 9,830 |
Loss on impairment of intangible assets | 0 | 0 | 4,752 |
Stock-based compensation expense | 35,325 | 33,681 | 37,765 |
Amortization of discounts and premiums on investments | 6,193 | 10,239 | 9,016 |
Change in fair value of contingent purchase consideration | 669 | 0 | 0 |
Deferred income taxes | 13,881 | (4,632) | (171,113) |
Amortization of debt issuance costs and debt discount | 7,886 | 3,382 | 961 |
Loss on repurchase of notes payable | 1,141 | 0 | 0 |
Excess tax benefits from employee stock-based compensation | 0 | (13,665) | (522) |
Allowance for doubtful accounts | (64) | 424 | 253 |
Changes in assets and liabilities: | |||
Accounts receivable | (13,890) | (2,214) | 4,698 |
Inventories | 2,806 | 1,975 | (7,816) |
Deferred cost of technology revenues | 3,469 | 6,758 | 3,626 |
Prepaid expenses and other | 1,736 | 783 | 1,178 |
Accounts payable | (8,155) | 5,185 | (1,454) |
Accrued liabilities | (821) | 12,496 | 829 |
Deferred revenue | (85,824) | (75,924) | 330,945 |
Other long-term liabilities | (3,201) | (274) | 285 |
Net cash provided by operating activities | 288 | 22,901 | 495,049 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of short-term investments | (546,437) | (652,859) | (930,546) |
Sales or maturities of long-term and short-term investments | 615,985 | 824,789 | 640,311 |
Purchase of long-term investment | (2,470) | 0 | 0 |
Acquisition of business, net of cash acquired | (16,616) | (128,387) | 0 |
Acquisition of property and equipment and other long-term assets | (9,885) | (6,488) | (6,331) |
Acquisition of intangible assets | (1,000) | 0 | 0 |
Net cash provided by (used in) investing activities | 39,577 | 37,055 | (296,566) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock related to exercise of common stock options | 7,966 | 5,863 | 7,868 |
Proceeds from issuance of common stock related to employee stock purchase plan | 5,695 | 6,030 | 6,016 |
Excess tax benefits from employee stock-based compensation | 0 | 13,665 | 522 |
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 223,623 | 0 |
Proceeds from issuance of common stock warrants | 0 | 30,167 | 0 |
Purchase of convertible note hedges | 0 | (54,018) | 0 |
Repurchase of notes payable | (41,040) | 0 | 0 |
Treasury stock - repurchase of stock | (30,891) | (360,782) | (116,280) |
Net cash used in financing activities | (58,270) | (135,452) | (101,874) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (420) | 0 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (18,825) | (75,496) | 96,609 |
CASH AND CASH EQUIVALENTS: | |||
Balance at beginning of period | 178,217 | 253,713 | 157,104 |
Balance at end of period | 159,392 | 178,217 | 253,713 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH FLOW INFORMATION | |||
Cash paid for interest | 11,691 | 6,900 | 6,900 |
Cash paid for income taxes | $ 3,282 | $ 7,328 | $ 2,590 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Jan. 31, 2016 | |
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 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 operating 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 rollout 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 base. 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 | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to estimated lives of product lifetime subscriptions, total estimated cost of engineering service and profitability of deployment agreements, allowance for doubtful accounts, product returns, inventories and related reserves, warranty obligations, contingencies, stock compensation, valuation of deferred taxes, valuation of intangible assets, valuation of contingent purchase consideration, and allocation of amounts from litigation settlements. The Company bases estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the financial statements in future periods. Cash and Cash Equivalents The Company considers investments with a maturity of three months or less when purchased to be cash equivalents. The majority of payments due from banks for third-party credit card, debit card, and electronic benefit transactions (EBT) process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card, and EBT transactions that process in less than three days are classified as cash and cash equivalents. Amounts due from banks for these transactions classified as cash totaled $1.0 million and $1.4 million at January 31, 2016 and 2015 , respectively. Short-term Investments Short-term investments are classified as available-for-sale and are carried at fair value. The Company’s short-term and long-term investments are reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in the Company’s Consolidated Statements of Operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income in the Consolidated Statements of Operations. Receivables Accounts receivable consist primarily of receivables from retailers, cable and satellite companies, as well as individual consumers and relate to its subscription, technology, hardware, and software revenues. Additionally, amounts due from banks for customer credit card, debit card, and EBT transactions that take in excess of three days to process are classified as accounts receivable. As of January 31, 2016 and 2015 the Company had approximately $9.8 million and $6.2 million , respectively, of unbilled accounts receivable related to MSO service revenue and $4.6 million and $6.4 million , respectively, of unbilled accounts receivable related to technology revenue from AT&T. Allowance for doubtful accounts TiVo maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. The Company reviews its trade receivable by aging category to identify significant customers with known disputes or collection issues. For accounts not specifically identified, the Company provides allowances based on the age of the receivable. In determining the allowance, the Company makes judgments about the credit-worthiness of significant customers based on ongoing credit evaluations. TiVo also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. Beginning Balance Charged to Operating Expenses Deductions/Additions (*) Ending Balance (in thousands) Allowance for doubtful accounts: Fiscal year ended: January 31, 2016 $ 647 $ (64 ) $ (62 ) $ 521 January 31, 2015 $ 429 $ 424 $ (206 ) $ 647 January 31, 2014 $ 362 $ 253 $ (186 ) $ 429 (*) Deductions/additions related to the allowance for doubtful accounts represent amounts written off against the allowance, less recoveries. Inventories and Inventory Valuation Inventories consist primarily of finished DVR units and accessories and are stated at the lower of cost or market on an aggregate basis, with cost determined using the first-in, first-out method. The Company performs a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, the Company records adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products and materials which are not forecasted to be used in future production. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenditures are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Furniture and fixture 3-5 years Computer and office equipment 3-5 years Lab equipment 3 years Leasehold improvements The shorter of 7 years or the term of the lease Capitalized software for internal use 1-5 years Capitalized Software Software development costs are capitalized when a product’s technological feasibility has been established by completion of a working model of the product and amortization begins when a product is available for general release to customers. The period between the development of a working model and the release of the final product to customers is short, and, therefore, the development costs incurred during this short period are immaterial and, as such, are not capitalized. Software development costs incurred as part of an approved project plan that result in additional functionality to internal use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software, between one and five years. Acquisitions The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Goodwill The Company has goodwill in the amount of $108.7 million which represents the excess of the purchase price of its acquisitions over the fair value of the identified net tangible and intangible assets. The goodwill recognized in these acquisitions was derived from expected benefits from future technology, cost synergies, and a knowledgeable and experienced workforce who joined the Company after these acquisitions. Goodwill is not amortized, but is tested instead for impairment annually or more frequently if certain indicators of impairment are present. The majority of goodwill is not expected to be tax deductible for income tax purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter of the Company's fiscal year using a two-step model. Management has determined that the Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the goodwill is impaired and determine whether further action is needed (“Step 0”). For the year ended January 31, 2016 , the Company performed a Step 1 quantitative assessment of its goodwill and did not identify an impairment of goodwill. In each period presented the fair value of the reporting unit exceeded its carrying value, thus it was not required to perform the second step of the analysis, and no goodwill impairment charges were recorded. Goodwill activity is summarized as follows (in thousands): As of January 31, 2014 $ 12,266 Goodwill Acquired $ 87,098 As of January 31, 2015 $ 99,364 Goodwill Acquired 10,436 Foreign currency translation adjustments (1,065 ) As of January 31, 2016 $ 108,735 Intangible Assets Purchased intangibles are definite-lived intangible assets which are amortized on a straight-line basis over their estimated useful lives. Useful lives generally range from two to ten years. Purchased intangibles include intangible assets subject to amortization, such as developed technology, intellectual property rights, customer relationships, and trade names. The Company review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company measures recoverability of long-lived assets by comparing the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. An asset group is a group of assets and liabilities including the long lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If such assets are considered to not be recoverable, TiVo recognizes an impairment charge for the amount by which the carrying amounts of the assets exceeds the fair value of the assets. Fair value is estimated based on discounted future cash flows. The Company recognized no non-cash impairment charges during the twelve months ended January 31, 2016 and January 31, 2015. The Company recognized non-cash impairment charges of $4.5 million in the twelve months ended January 31, 2014 related to intangible assets acquired as part of the TiVo Research acquisition. The lower than expected profitability indicated that the carrying value of these assets exceeded their estimated fair values as determined by future discounted cash flow projections. When projecting the stream of future cash flows associated with TiVo Research for purposes of determining long-lived asset recoverability, management makes assumptions, incorporating market conditions, sales growth rates, gross profit, and operating expenses. Deferred Tax Assets The Company makes certain estimates in determining income tax expense for financial statement purposes. These estimates occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. From time-to-time, TiVo evaluates the expected realization of its deferred tax assets and determines whether a valuation allowance needs to be established or released. In determining the need for and amount of our valuation allowance, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income and estimates of future income. TiVo's estimates of future income include its internal projections and various internal estimates and certain external sources which it believes to be reasonable, but that are unpredictable and inherently uncertain. Management also considers the jurisdictional mix of income and loss, changes in tax regulations in the period the changes are enacted, and the type of deferred tax assets and liabilities. In assessing whether a valuation allowance needs to be established or released, management uses judgment in considering the cumulative effect of negative and positive evidence and the weight given to the potential effect of the evidence. Recent historical income or loss and future projected operational results have the most influence on the Company's determination of whether a deferred tax valuation allowance is required or not. Sales Taxes The Company accounts for sales taxes imposed on its goods and services on a net basis in the Consolidated Statements of Operations. Revenue Recognition The Company generates service revenues from fees for providing the TiVo service to consumers and television service providers (also referred to as MSOs) and through the sale of advertising and audience research measurement services. The Company also generates revenues from licensing of Cubiware software, which are mostly one-time sales. The Company also generates technology revenues from licensing technology (Refer to Note 18. Settlements) and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service. A substantial portion of the Company's revenues is derived from multiple element arrangements. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. Service revenue is recognized as the services are performed which generally is ratably over the term of the service period. Multiple Element Arrangements The Company's multiple deliverable revenue arrangements primarily consist of bundled sales of TiVo-enabled DVRs and TiVo service to consumers; arrangements with MSOs which generally include delivery of software customization and set up services, training, post contract support (PCS), TiVo-enabled DVRs, non-DVR set-top boxes (STBs), and TiVo service; and bundled sales of advertising and audience research measurement services. The Company allocates revenue to each element in a multiple-element arrangement based upon its relative selling price. The Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its BESP for that deliverable. Since the use of the residual method is not permitted under applicable accounting standards, any discounts offered by the Company are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for the respective element. However, revenue recognized for each deliverable is limited to amounts that are not contingent on future performance for other deliverables in the arrangement. Consistent with its methodology under previous accounting guidance, if available, the Company determines VSOE of fair value for each element based on historical standalone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement. The Company currently estimates selling prices for its PCS, training, TiVo-enabled DVRs and non-DVR STBs for MSOs and TiVo service for consumers based on VSOE of selling price. In some instances, the Company may not be able to obtain VSOE of selling price for all deliverables in an arrangement with multiple elements. This may be due to the Company infrequently selling each element separately or not pricing products within a narrow range. When VSOE cannot be established, the Company attempts to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that the comparable pricing of products with similar functionality or services cannot be obtained. Furthermore, the Company sells TiVo-enabled DVRs to consumers whereas its competitors usually lease them to their customers. Therefore, the Company is typically not able to obtain TPE of selling price. When the Company is unable to establish a selling price using VSOE or TPE, which is generally the case for sales of TiVo-enabled DVRs to consumers and advertising and audience research measurement services, the Company uses its BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. BESP is generally used for offerings that are not typically sold on a standalone basis or for new or highly customized offerings. The Company establishes pricing for its products and services by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. When determining BESP for a deliverable that is generally not sold separately, these factors are also considered. TiVo-enabled DVRs and TiVo service The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one year for monthly payment plans (monthly program) or for the lifetime of the product for one upfront payment (prepaid program). In the case of the monthly program, after the initial committed subscription term, the customers have various pricing options at which they can renew the subscription. VSOE of selling price for the subscription services is established based on standalone sales of the service and varies by service period. The Company is not able to obtain VSOE for the DVR element due to infrequent sales of standalone DVRs to consumers. The BESP of the DVR is established based on the price at which the Company would sell the DVR without any service commitment from the customer. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription on a relative selling price basis, with the DVR revenue recognized upon delivery, up to an amount not contingent on future service delivery, and the subscription revenue recognized over the term of the service. Subscription revenues from product lifetime subscriptions are recognized ratably over the Company's estimate of the useful life of a TiVo-enabled DVR associated with the subscription. The estimates of expected lives are dependent on assumptions with regard to future churn of product lifetime subscriptions. The Company continuously monitors the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with the Company's current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period. The Company recognizes product lifetime subscription revenues over a product lifetime of 66 months. End users have the right to cancel their subscription within 30 days of subscription activation for a full refund. TiVo establishes allowances for expected subscription cancellations. Arrangements with MSOs The Company has two different types of arrangements with MSOs that include technology deployment and engineering services in such agreements. The Company's arrangements with MSOs typically include software customization and set up services, limited training, PCS, TiVo-enabled DVRs, non-DVR STBs, and TiVo service. In instances where TiVo hosts the TiVo service, the Company recognizes revenue under the general revenue recognition guidance. The Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured. Revenue recognition is deferred until such time as all of the criteria are met. Elements in such arrangements usually include DVRs, non-DVR STBs, TiVo service hosting, associated maintenance, and support and training. Non-refundable payments received for customization and set up services are deferred and recognized as revenue over the period the services are expected to be provided (the longer of the contractual term or customer relationship period) as the upfront services do not have standalone value. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as revenue. The Company has established VSOE of selling prices for training, DVRs, non-DVR STBs, and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreement. The BESP of TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs, and gross margin objectives. Total arrangement consideration (other than fees for customization and set up services which are allocated to the ongoing hosting services) is allocated among individual elements on a relative basis. In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue under industry specific software revenue recognition guidance. Under this guidance, such arrangements are accounted for using the percentage-of-completion method or a completed-contract method. The percentage-of-completion method is used if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion and the arrangement as a whole is reasonably expected to be profitable. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known. In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE of selling prices for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs or development costs exceed development revenues but the Company is reasonably assured that no loss will be incurred under the arrangement. Accordingly, the Company applies the following: • Where no VSOE exists for undeliverable elements, the revenue is recognized on a zero margin up to the amount billable until the Company has established VSOE for undelivered elements or the Company has delivered all elements. • Where there is a lack of reasonably dependable estimates, the revenue is recognized on a zero margin up to the amount billable until the Company has resolved the estimation uncertainty, after which the Company will recognize margin under the percentage of completion method. • If the Company cannot be reasonably assured that no loss will be incurred under the arrangement, the Company will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the contract. Where development costs exceed billable development revenues provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Development costs incurred in excess of revenues recognized are deferred up to the amount deemed recoverable. Thereafter, as the Company recognizes revenue from the MSO arrangement for services, an equal amount of deferred development costs are recognized until all deferred development costs are recovered. Afterwards, any additional MSO service revenue is recognized as service revenue. Advertising and Audience Research Measurement Services Advertising and audience research measurement service revenue is recognized as the service is provided. When advertising services are sold in packages customized for each campaign, they generally last for up to three months. Because of the significant customization of offerings, the Company historically has not been able to obtain VSOE or TPE of selling prices for each element in the package. The Company estimates BESP for each element in the package and separates them into individual units of accounting. Nonetheless, the units of accounting have very similar revenue earning patterns and timing and the amounts of revenue recorded in each period are not significantly impacted by separating them. Software Revenues Software revenues represent revenues from licenses of Cubiware software and amounts allocated to software elements in multiple element arrangements. These license arrangements are with operators or resellers who integrate our software in set top boxes manufactured by the operators or resellers. Revenues are generally recognized upon manufacture of the set top boxes in which the software is integrated, provided that all fees are fixed or determinable, evidence of an arrangement exists, and collectability is reasonably assured. Hardware Revenues Hardware revenues represent revenues from standalone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists, and collectability is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable. Certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo's policy for revenue share payments is to reduce revenue when these payments are incurred and fixed or determinable. TiVo reduces revenue at the later of the date at which the related hardware revenue is recognized or the date at which the market development program is offered. Stock-Based Compensation The Company has equity incentive plans under which officers, employees, consultants, and non-employee directors may be granted options to purchase shares of the Company’s authorized but unissued or reacquired common stock, and may also be granted restricted stock, performance based stock options and other stock awards. Additionally the Company has an Employee Stock Purchase Plan (ESPP) in which officers and employees can participate. Upon the exercise of options, the Company issues new common stock from its authorized shares. The fair value of TiVo’s restricted stock awards is calculated based on the fair market value of the Company’s stock at the grant date. The fair value of TiVo’s stock options and ESPP awards is estimated using a Black-Scholes option valuation model and Monte-Carlo valuation model for stock awards with market vesting conditions. TiVo recognizes compensation expense for stock option awards expected to vest on a straight-line basis over the requisite service period of the award. Advertising Costs The Company expenses advertising costs related to its products and service as incurred. Marketing co-op development payments, where the Company receives, or will receive, an identifiable benefit (goods or services) in exchange for the amount paid to its customer, and the Company can reasonably estimate the fair value of the benefit it receives, are classified as marketing expense. For the fiscal years ended January 31, 2016 , 2015 , and 2014 , this amount was immaterial. All other marketing co-op development payments are classified as a reduction of hardware revenues. Advertising expenses were $6.1 million , $2.3 million , and $4.9 million , of sales and marketing, subscription acquisition costs for the fiscal years ended January 31, 2016 , 2015 , and 2014 , respectively. Included in these advertising expenses were $5.2 million , $2.1 million , and $3.4 million , respectively, related to media placement costs. Warranty Expense The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty reserve liability is calculated as the total volume of unit sales over the warranty period, multiplied by the expected rate of warranty returns (based on historical experience) multiplied by the estimated cost to replace or repair the customers’ product returns under warranty. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. TiVo takes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the Consolidated Statements of Operations. Business Concentrations and Credit Risk The Company’s business is concentrated primarily in the United States and is dependent on discretionary consumer spending. Continued uncertainty or adverse changes in the economy could lead to additional significant declines in discretionary consumer spending, which, in turn, could result in further declines in the demand for the TiVo service and TiVo-enabled DVRs. Decreases in demand for the Company’s products and services, particularly during the critical holiday selling season, could have an adverse impact on its operating results and financial condition. Uncertainty and adverse changes in the economy could also increase the risk of losses on the Company’s investments, increase costs associated with developing and producing its products, increase TiVo’s churn rate per month, increase the cost and decrease the availability of potential sources of financing, and increase the Company’s exposure to losses from bad debts, any of which could have an adverse impact on the Company’s financial condition and operating results. Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, short-term and long-term investments, and trade receivables. The Company currently invests the majority of its cash in high-grade government and corporate debt and maintains them with two financial institutions with high credit ratings. As part of |
CASH AND INVESTMENTS
CASH AND INVESTMENTS | 12 Months Ended |
Jan. 31, 2016 | |
Investments and Cash [Abstract] | |
CASH AND INVESTMENTS | CASH AND INVESTMENTS Cash, cash equivalents, short-term investments, and long-term investments consisted of the following: As of January 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 14,362 $ — $ — $ 14,362 Cash equivalents: Commercial paper 31,576 4 — 31,580 Money market funds 105,787 — — 105,787 Corporate debt securities 7,665 1 (3 ) 7,663 Total cash and cash equivalents $ 159,390 $ 5 $ (3 ) $ 159,392 Marketable securities: Certificates of deposit $ 7,000 $ — $ — $ 7,000 Commercial paper 47,692 1 (3 ) 47,690 Corporate debt securities 387,927 66 (464 ) 387,529 Foreign government securities 9,458 2 (8 ) 9,452 Variable-rate demand notes 215 — — 215 Asset and mortgage-backed securities 21,002 2 (17 ) 20,987 Municipal bonds 13,797 11 (4 ) 13,804 Current marketable debt securities $ 487,091 $ 82 $ (496 ) $ 486,677 Total cash, cash equivalents, and marketable debt securities 646,481 87 (499 ) 646,069 As of January 31, 2015 Adjusted Cost Gross 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 Current marketable debt securities $ 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 January 31, 2016 and 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 January 31, 2016 and 2015 , respectively. 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 January 31, 2016 2015 (in thousands) Due within 1 year $ 361,365 $ 451,571 Due within 1 year through 5 years 125,097 112,888 Due within 5 years through 10 years — — Due after 10 years 215 285 Total $ 486,677 $ 564,744 None of these investments were in a loss position for greater than twelve months as of January 31, 2016 and January 31, 2015 . |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Jan. 31, 2016 | |
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 January 31, 2016 and January 31, 2015 was $132.5 million and $172.5 million and the fair value was $133.0 million and $193.7 million , based on the notes' quoted market price as of January 31, 2016 and 2015 , respectively. The carrying value of the 2.0% Notes due 2021 at January 31, 2016 and January 31, 2015 was $186.4 million and $180.1 million and the fair value was $195.5 million and $211.1 million , based on the note's quoted market price as of January 31, 2016 and 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 January 31, 2016 and January 31, 2015 : As of January 31, 2016 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 $ 31,580 $ — $ 31,580 $ — Money market funds 105,787 105,787 — — Corporate debt securities 7,663 — 7,663 — Short-term investments: Certificates of deposit 7,000 — 7,000 — Commercial paper 47,690 — 47,690 — Corporate debt securities 387,529 — 387,529 — Foreign government securities 9,452 — 9,452 — Variable-rate demand notes 215 — 215 — Asset- and mortgage-backed securities 20,987 — 20,987 — Municipal bonds 13,804 — 13,804 — Contingent Liabilities Acquisition purchase consideration 10,098 — — 10,098 Total $ 641,805 $ 105,787 $ 525,920 $ 10,098 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 19. Acquisitions) 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 669 As of January 31, 2016 $ 10,098 Quantitative information about our Level 3 fair value measurement during the fiscal ended January 31, 2016 for contingent purchase consideration is as follows: Unobservable Inputs Range Total expected payments (in thousands) $12,705 - $13,013 Time-to-payments (weighted average) 1.65 yrs - 1.69 yrs Discount rate 15% 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 a direct investment in a privately-held company 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 significant adverse events were identified, the Company would estimate the fair value of its cost method investment 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 January 31, 2016 and $250,000 as of January 31, 2015 . No events or circumstances indicating a potential impairment were identified as of or during the fiscal years ended January 31, 2016 and 2015 . |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: As of January 31, 2016 2015 (In thousands) Furniture and fixtures 4,639 4,455 Computer and office equipment 22,240 20,676 Lab equipment 5,247 4,470 Leasehold improvements 10,140 10,005 Capitalized internal use software 26,551 24,269 Total property and equipment 68,817 63,875 Less: accumulated depreciation and amortization (56,188 ) (52,021 ) Property and equipment, net 12,629 11,854 Depreciation and amortization expense for property and equipment for the fiscal years ended January 31, 2016 , 2015 , and 2014 was $6.6 million , $5.6 million , and $5.5 million , respectively. Additionally, the Company recognized non-cash impairment charges of $4.8 million in the twelve months ended January 31, 2014 of which $296,000 was related to capitalized internal use software associated with assets acquired in its acquisition of TiVo Research. The Company recognized no non-cash impairment charges during the fiscal years ended January 31, 2016 and 2015. |
DEVELOPED TECHNOLOGY AND INTANG
DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET | DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET Developed technology and intangible assets, net consists of the following: As of January 31, 2016 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (In thousands) Developed technology $ 32,359 $ (13,403 ) $ 18,956 $ 24,359 $ (8,485 ) $ 15,874 Intellectual property rights 19,318 (19,115 ) 203 19,318 (18,743 ) 575 Customer relationships and trade names 47,421 (8,953 ) 38,468 39,410 (4,049 ) 35,361 Developed technology and intangible assets $ 99,098 $ (41,471 ) $ 57,627 $ 83,087 $ (31,277 ) $ 51,810 During the fiscal year ended January 31, 2016 the Company acquired intangible assets of $16.7 million with a weighted average life of 6.84 years. See Note 19, Acquisitions for details of the acquisition. Developed technology and intellectual property rights are amortized to costs of service and software revenues. Customer relationships and Trade names are amortized to Sales and marketing expenses. The Company recognized no non-cash impairment charges during the twelve months ended January 31, 2016 or 2015. The Company recognized non-cash impairment charges of $4.8 million during the fiscal year ended January 31, 2014 of which $4.5 million was related to intangible assets acquired as part of the TiVo Research acquisition. The lower than expected profitability indicated that the carrying value of these assets exceeded their estimated fair values as determined by future discounted cash flow projections. When projecting the stream of future cash flows associated with TiVo Research for purposes of determining long-lived asset recoverability, management makes assumptions, incorporating market conditions, sales growth rates, gross profit, and operating expenses. The impairment charge of $3.0 million associated with impairment of developed technology is included in the cost of service revenues and $1.5 million associated with the impairment of customer relationships and trade names is included sales and marketing expenses for the fiscal year ended January 31, 2014. The total expected future annual amortization expense related to developed technology, intellectual property rights, customer relationships, and trade names is calculated on a straight-line basis, using the estimated useful lives of the assets, which range from two to ten years. Amortization expense for the fiscal years ended January 31, 2016 , 2015 , and 2014 , was $10.3 million , $8.2 million , and $4.3 million , respectively. As of January 31, 2016 , the estimated future annual amortization expense is set forth in the table below: Fiscal Year Ending January 31, Estimated Annual Amortization Expense (In thousands) 2017 11,271 2018 9,888 2019 8,745 2020 8,689 2021 5,243 Thereafter 13,791 Total $ 57,627 |
INVENTORY
INVENTORY | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory was as follows: As of January 31, 2016 2015 (in thousands) Raw Materials $ 1,378 $ 1,473 Finished Goods 16,157 18,868 Total Inventory $ 17,535 $ 20,341 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Jan. 31, 2016 | |
Accrued Liabilities [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consist of the following: As of January 31, 2016 2015 (In thousands) Compensation and vacation $ 20,796 $ 24,625 Marketing and promotions 1,198 2,656 Legal services 1,104 3,453 Redeemable gift certificates for subscriptions 2,350 2,370 Interest payable 3,521 4,236 Royalties 7,524 8,042 Transition and restructuring 6,493 — Guaranteed and contingent purchase consideration, current 5,417 — Other 4,902 9,049 Total accrued liabilities $ 53,305 $ 54,431 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2016 | |
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 Company also includes a warranty through its Continual Care program to TiVo-Owned customers who use Roamio and BOLT DVRs for as long as they are monthly or annual subscribers to our service. The Company recognizes the cost associated with the Continual Care warranties at the time of the DVR sale. As of January 31, 2016 and January 31, 2015 , the accrued warranty reserve was $401,000 and $471,000 , respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company also offers its TiVo-Owned customers who purchase a lifetime subscription 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 January 31, 2016 , the extended warranty deferred revenue and cost was $1.9 million and $180,000 , respectively. As of January 31, 2015 , the extended warranty deferred revenue and cost was $2.1 million and $263,000 , respectively. Purchase Commitments with Contract Manufacturers and Suppliers The Company purchases components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company enters into agreements with the Company's contract manufacturer and suppliers that either allow them to procure inventory based upon criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s reported purchase commitments arising from these agreements consists of firm, noncancelable, and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule, and adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of January 31, 2016 the Company had total purchase commitments for inventory of $10.1 million . 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. As of January 31, 2016, the Company has not accrued any pre-judgment liability for any lawsuits filed against the Company, as the Company has neither determined that it is probable that a liability has been incurred at the date of the financial statements nor that the amount of any loss can be reasonably estimated. The Company expenses legal costs as they are incurred. 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, titled “Multimedia Time Warping System,” U.S. Patent No. 6,792,195, titled “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, titled “Multimedia Signal Processing System,” and U.S. Patent No. 8,457,476, titled “Multimedia Signal Processing System.” The complaint claims that Samsung infringes the Company’s patents by making and selling Samsung DVRs and mobile devices, and related software, that fall within the scope of one or more claims of the Company’s patents. The Company’s complaint also claims that Samsung’s infringement is willful, and seeks, among other things, an unspecified amount in damages as well as an injunction. On November 17, 2015, Samsung filed an answer denying the Company’s allegations. On February 11, 2016, Samsung amended its answer to assert U.S. Patent No. 5,978,043, titled “TV Graphical User Interface That Provides Customized Lists Of Programming,” U.S. Patent No. 6,181,333, titled “Television Graphical User Interface Having Channel And Program Sorting Capabilities,” U.S. Patent No. 7,231,592, titled “Method And Apparatus For A Home Network Auto-Tree Builder,” and U.S. Patent No. 8,233,090, titled “Method Of Linkage-Viewing TV Broadcasting Program Between Mobile Communication Apparatus And Digital TV, And Mobile Communication Apparatus And Digital TV Thereof” against the Company. In its amended answer, Samsung counterclaims that the Company infringes Samsung’s patents by making and selling TiVo DVRs, and related software, that fall within the scope of one or more claims of Samsung’s patents. Samsung’s complaint claims that the Company’s infringement is willful, and seeks, among other things, damages in an unspecified amount. On February 22, 2016, the Court issued a preliminary scheduling order, setting jury selection for March 6, 2017. 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 alleged 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 alleged that TiVo owed Dolby approximately $8.7 million in connection with certain third-party hardware products that run TiVo software. TiVo 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. In late December 2015, in the interest of avoiding termination of those license agreements, TiVo tendered the $1.7 million sum, subject to a reservation of rights. The Company expensed $1.1 million as cost of revenues and $0.4 million as interest expense and other income (expense) in the fiscal year ended January 31, 2016. The remaining $0.2 million was expensed in prior periods. On February 18, 2016, Dolby served a further notice of material breach in which Dolby asserted TiVo continues to be in material breach of the same provisions of Dolby's license agreements with TiVo that Dolby previously notified TiVo in November 2015. TiVo intends to defend against these assertions vigorously; however, TiVo may incur material legal expenses and higher royalty costs if this contractual dispute results in litigation and in the event there is an adverse outcome, TiVo’s business could be harmed. No additional loss is considered probable at this time and TiVo estimates that the range of possible loss could be between $0 and $8.7 million (plus accrued interest) at this time. 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 as the 993 Patent. TiVo Research also asserted counterclaims for aiding and abetting breach of fiduciary duty, misappropriation of trade secrets, and breach of contract. TiVo Research is seeking damages and injunctive relief, as well as other remedies. The defendants deny TiVo Research’s allegations. With respect to the claims alleging patent infringement by Kantar, on February 22, 2016, the District Court entered an order granting Kantar's motion for summary judgment of invalidity under Section 101 as to each of TiVo Research's asserted patent claims. Trial on TiVo Research’s non-patent claims remains scheduled for May 23, 2016. Facilities Leases The Company leases its corporate headquarters, located in San Jose, California, comprising a total of 176,254 square feet of office space. The corporate headquarters houses its administrative, sales and marketing, customer service, and product development activities, under a lease that expires on January 31, 2017. The Company also has operating leases for sales and administrative office space in New York City, New York; Denver, Colorado; Durham, North Carolina and Warsaw, Poland. The leases generally provide for base monthly payments with built-in base rent escalations periodically throughout the lease term. All the Company's property leases are deemed operating leases. Rent expense is recognized using the straight-line method over the lease term and for fiscal years ended January 31, 2016 , 2015 , and 2014 was $3.6 million , $3.4 million , and $3.2 million , respectively. Operating lease cash payments for the fiscal years ended January 31, 2016 , 2015 , and 2014 were $3.7 million , $3.7 million , and $3.7 million , respectively. Future minimum operating lease payments as of January 31, 2016, are as follows: Fiscal Year Ending January 31, Lease Payments (In thousands) 2017 $3,750 2018 $722 2019 $545 Total $5,017 |
TRANSITION AND RESTRUCTURING
TRANSITION AND RESTRUCTURING | 12 Months Ended |
Jan. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
TRANSITION AND RESTRUCTURING | TRANSITION AND RESTRUCTURING Our transition and restructuring costs and liabilities relate to the Transition Agreement entered into with our former chief executive officer, Thomas Rogers, effective as of January 30, 2016, pursuant to which Mr. Rogers will receive the compensation and benefits under his employment agreement. The total transition and restructuring charge during the twelve months ended January 31, 2016 was $12.8 million which was comprised of a cash sum equal to $5.4 million , stock-based compensation of $6.4 million from fully accelerating the vesting of all unvested equity-related awards held by Mr. Rogers, and legal and other expenses of $1.0 million . These costs are incremental expenses to compensation expenses related to Mr. Rogers services as chief executive officer through January 29, 2016, which were recorded as general and administrative expenses. Equity-related awards with accelerated vesting included 1,065,916 market-based awards, 341,666 restricted stock awards, and 240,000 stock-settled restricted stock units. As of January 31, 2016, the transition and restructuring liabilities of $6.5 million are included in the accrued liabilities line item in our Consolidated Balance Sheets. These liabilities will be paid at various dates through December 31, 2016. |
CONVERTIBLE SENIOR NOTES
CONVERTIBLE SENIOR NOTES | 12 Months Ended |
Jan. 31, 2016 | |
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 January 31, 2016 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 (43,638 ) (49,938 ) Net carrying amount of 2.0% Notes due 2021 186,362 180,062 Total convertible debt 318,862 352,562 Less: Convertible short-term debt 132,500 — Convertible long-term debt $ 186,362 $ 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: Fiscal Year Ended January 31, 2016 2015 (In Thousands) Contractual interest coupon $ 6,376 $ 6,900 Amortization of debt issuance costs 884 961 Total interest cost recognized $ 7,260 $ 7,861 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 January 31, 2016 , unamortized deferred issuance cost was $91,000 . 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 January 31, 2016 , 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: Fiscal Year Ended January 31, 2016 2015 (In Thousands) Contractual interest coupon $ 4,600 $ 1,648 Amortization of debt issuance cost 702 250 Amortization of debt discount 6,301 2,171 Total interest cost recognized $ 11,603 $ 4,069 The effective interest rate on the liability component of the 2.0% Notes due 2021 was 6.0% . The remaining unamortized debt discount of $43.6 million as of January 31, 2016 will be amortized over the remaining life of the 2.0% Notes due 2021, which is approximately 5.7 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 January 31, 2016 , unamortized deferred issuance cost was $4.0 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 January 31, 2016 the Company had not received any shares under the 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 January 31, 2016 , 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. |
EQUITY INCENTIVE PLANS
EQUITY INCENTIVE PLANS | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY INCENTIVE PLANS | EQUITY INCENTIVE PLANS 1999 Equity Incentive Plan In April 1999, the Company’s stockholders approved the 1999 Equity Incentive Plan (the 1999 Plan). No stock-based awards were granted after the 1999 Plan from August 6, 2008. Any awards granted under the 1999 plan that are canceled after August 6, 2008 become available for grant under the 2008 Plan. 1999 Employee Stock Purchase Plan In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan”). The Employee Stock Purchase Plan provides a means for employees to purchase TiVo common stock through payroll deductions of up to 15% of their base compensation. The Company offers the common stock purchase rights to eligible employees, generally all full-time employees who have been employed for at least 10 days. This plan allows for common stock purchase rights to be granted to employees of TiVo at a price equal to the lower of 85% of the fair market value on the first day of the offering period or on the common stock purchase date. This plan incorporates up to a one-year look back feature in its provisions which resets the offering price during the one-year look back period if the Company’s common stock purchase price on the purchase date is lower than its price on the commencement of the offering. Each offering consists of up to two purchase periods. The purchase periods are generally six months in length and begin January 1 and July 1 of each year. Under the Employee Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months . As of January 31, 2016 , the total number of shares reserved for issuance under this plan is 10,000,000 . As of January 31, 2016 , 565,268 shares remain available for future purchases. 2008 Equity Incentive Award Plan In August 2008, the Company’s stockholders approved the 2008 Equity Incentive Award Plan (the "2008 Plan”). The 2008 Plan permits the granting of stock options, non-vested stock awards (also known as restricted stock), stock appreciation rights, performance share awards, performance stock-unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, performance bonus wards, and performance-based awards. The 2008 Plan allows the grant of options to purchase shares of the Company’s common stock to employees and other individuals at a price equal to the fair market value of the common stock at the date of grant. The options granted to new employees typically vest 25% after the first year of service, and the remaining 75% vest monthly over the next 36 months . The vesting period for options granted to continuing employees may vary, but typically vest monthly over a 48 month period. Annual grants of restricted stock made to continuing employees typically vest 17% every 6 months over a 36 months period. Options expire 7 years after the grant date, based on continued service. If the optionee’s service terminates, options expire 90 days from the date of termination except under certain circumstances such as death or disability. The number of shares authorized for option grants under the 2008 Plan is 36,076,116 . Any awards granted under the 1999 plan that are canceled after August 6, 2008 become available for grant under the 2008 Equity Incentive Award Plan. Any grants of restricted stock awards will reduce shares available for grant at a 1.5 :1 ratio. Under the 2008 Equity Incentive Award Plan, in general, grants of full value awards (as defined in the plan but generally relate to restricted stock and similar awards) must vest over a period of not less than three years (or, in the case of vesting based upon the attainment of performance goals or other performance-based objectives, over a period of not less than one year measured from the commencement of the period over which performance is evaluated) following the date the award is granted. As of January 31, 2016 , 6,332,232 shares remain available for future stock based award grants. In the event of a change in control of the Company and subsequent termination of certain employees, 25% to 100% of unvested awards would be subject to acceleration as of the date of such termination. Stock Options Activity A summary of the stock options activity and related information for the fiscal years ended January 31, 2016 , 2015 , and 2014 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at January 31, 2013 8,657 $ 7.42 3.84 $ 51,431 Grants 235 12.12 Exercises (1,014 ) 7.76 Forfeitures or expirations (214 ) 9.89 Outstanding at January 31, 2014 7,664 $ 7.45 2.94 $ 38,064 Grants 8 12.39 Exercises (835 ) 7.41 Forfeitures or expirations (108 ) 11.93 Outstanding at January 31, 2015 6,729 $ 7.40 1.96 $ 21,179 Grants — — Exercises (2,136 ) 6.63 Forfeitures or expirations (46 ) 11.38 Outstanding at January 31, 2016 4,547 $ 7.71 1.48 $ 3,890 The aggregate intrinsic value in the preceding table is based on options with an exercise price less than the Company’s closing stock price of $7.98 as of January 31, 2016 , which would have been received by the option holders had those option holders exercised their options as of that date. Total intrinsic value of options exercised was $8.8 million , $4.5 million , and $4.8 million for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively. The following table summarizes information about options outstanding at January 31, 2016 : Options Outstanding Exercisable Options Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Prices (in thousands) (in thousands) $ 5.25 - $ 5.25 7 0.89 $ 5.25 7 $ 5.25 $ 5.53 - $ 6.18 1,401 1.13 $ 6.18 1,401 $ 6.18 $ 6.39 - $ 6.71 625 0.38 $ 6.57 625 $ 6.57 $ 6.78 - $ 7.38 256 1.15 $ 7.32 256 $ 7.32 $ 7.49 - $ 7.49 545 1.39 $ 7.49 545 $ 7.49 $ 7.54 - $ 8.87 251 1.55 $ 8.11 248 $ 8.11 $ 8.94 - $ 8.94 762 2.15 $ 8.94 762 $ 8.94 $ 8.95 - $ 10.73 459 2.16 $ 9.73 442 $ 9.73 $ 10.80 - $ 17.16 236 3.47 $ 12.38 176 $ 12.46 $ 18.17 - $ 18.17 5 1.22 $ 18.17 5 $ 18.17 Total 4,547 1.48 $ 7.71 4,467 $ 7.65 Net cash proceeds from the exercise of stock options were $8.0 million , $5.9 million , and $7.9 million for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively. Information regarding stock options outstanding at January 31, 2016 is summarized as follows: Shares Weighted- Weighted- Aggregate (in thousands) (in thousands) Options outstanding 4,547 $ 7.71 1.48 $ 3,890 Options vested and expected to vest 4,541 $ 7.71 1.48 $ 3,890 Options exercisable 4,467 $ 7.65 1.43 $ 3,890 Restricted Stock Awards ("RSAs") / Restricted Stock Units ("RSUs") The Company had 5.2 million RSAs and RSUs outstanding as of January 31, 2016 . The grant of these RSAs and RSUs has been deducted from the shares available for grant under the Company’s stock option plans. Aggregate intrinsic value of RSAs and RSUs at January 31, 2016 was $41.2 million based on the Company’s closing stock price on January 31, 2016 . The total fair value of RSAs and RSUs vested was $24.6 million , $33.7 million , and $38.6 million for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively. The following table summarizes the activities for the Company’s unvested RSAs and RSUs for the three years ended January 31, 2016 , 2015 , and 2014 : Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Unvested stock at January 31, 2013 5,477 $ 10.85 Granted 2,979 $ 12.27 Vested (3,197 ) $ 12.08 Forfeited (472 ) $ 11.47 Unvested stock at January 31, 2014 4,787 $ 11.88 Granted 2,834 $ 11.05 Vested (2,789 ) $ 12.08 Forfeited (272 ) $ 11.61 Unvested stock at January 31, 2015 4,560 $ 11.26 Granted 2,812 $ 9.86 Vested (2,049 ) $ 12.03 Forfeited (156 ) $ 11.64 Unvested stock at January 31, 2016 5,167 $ 10.09 Performance and Market-Based Awards In fiscal year 2010, the Company awarded 300,000 shares of restricted stock to the Company’s former Chief Executive Officer that would vest over a five -year period. The vesting conditions of these awards are tied to the market value of the Company's common stock. The fair value of these 300,000 shares of market-based restricted stock units was estimated using a Monte-Carlo analysis. On March 28, 2013 the board approved the modification of 240,000 unvested shares of the market-based awards and extends the performance period to January 31, 2018. Total compensation cost recognized related to these market-based awards was approximately $359,000 , $600,000 , and $519,000 for the fiscal years ended January 31, 2016 , 2015 , and 2014 , respectively. Additionally, vesting of these shares awarded to the Company's former Chief Executive Officer were accelerated as part of his transition agreement resulting in an additional one-time charge of $300,000 . Refer to Note 10 for further information on his transition agreement. In fiscal year 2012, the Company awarded 225,000 shares of restricted stock to the Company's former Chief Executive Officer that would vest over a three -year period. The vesting conditions of 150,750 shares are tied to the subscriptions and annual gross margin performance. The performance goals were met during the fiscal year ended January 31, 2013. The remaining 74,250 shares are tied to the market value of the Company's common stock. The fair value of 74,250 shares of market-based restricted stock awards was estimated using a Monte-Carlo analysis. The probability of satisfying a market condition is also considered in the estimate of grant-date fair value when the Monte Carlo simulation is used. On March 28, 2013 the board approved the modification of 74,250 unvested shares of the market-based awards and extends the performance period to January 31, 2018. Total compensation cost recognized was $77,000 , $129,000 and $628,000 for the fiscal years ended January 31, 2016 , 2015 and 2014 respectively. Additionally, vesting of these shares awarded to the Company's former Chief Executive Officer were accelerated as part of his transition agreement resulting in an additional one-time charge of $64,000 . Refer to Note 10 for further information on his transition agreement. In fiscal year 2014, the Company awarded 275,000 shares of restricted stock in the aggregate to the Company's former Chief Executive Officer that would vest over the shorter of a three -year period or upon achievement of specified performance conditions. The vesting conditions of 275,000 shares are tied to the annual Adjusted EBITDA performance or the market value of the Company's common stock. In addition, the Company also awarded 150,248 shares of restricted stock to certain executive officers and will vest immediately upon achievement of the goal. The performance goals were met and total compensation cost recognized was $3.6 million for the fiscal year ended January 31, 2014. In fiscal year 2015, the Company awarded 450,000 shares of restricted stock to the Company's former Chief Executive Officer that would vest over the four -year period. The vesting conditions of these 450,000 shares are tied to TiVo's total shareholder return as compared to the total shareholder return of the companies comprising the Russell 2000 Index during the vesting period. In addition, the Company also awarded 289,748 shares of restricted stock in the aggregate to certain executive officers that have similar vesting periods and conditions as those described for our Chief Executive Officer. The fair value of these shares of market-based restricted stock units was estimated using a Monte-Carlo analysis and was calculated to be $6.4 million . As the measurement period of these goals is over multiple years, no goals have yet been achieved. Total compensation cost recognized was $2.2 million and $1.6 million for the fiscal years ended January 31, 2016 and 2015. Additionally, vesting of the 450,000 shares awarded to the Company's former Chief Executive Officer was accelerated as part of his transition agreement resulting in an additional one-time charge of $1.4 million . Refer to Note 10 for further information on his transition agreement. As of January 31, 2016 , $743,000 of total unrecognized compensation cost related to the 289,748 awards granted to other executives is expected to be recognized over the remaining vesting period of 2 years. In fiscal year 2016, the Company awarded 450,000 shares of restricted stock to the Company's former Chief Executive Officer that would vest over the four -year period. The vesting conditions of these 450,000 shares are tied to TiVo's total shareholder return as compared to the total shareholder return of the companies comprising the Russell 2000 Index during the vesting period. In addition, the Company also awarded 375,000 shares of restricted stock in the aggregate to certain executive officers that have similar vesting periods and conditions as those described for our Chief Executive Officer. The fair value of these shares of market-based restricted stock units was estimated using a Monte-Carlo analysis and was calculated to be $6.1 million . As the measurement period of these goals is over multiple years, no goals have yet been achieved. Total compensation cost recognized was $1.6 million for the fiscal year ended January 31, 2016. Additionally, vesting of the 450,000 shares awarded to the Company's former Chief Executive Officer was accelerated as part of his transition agreement resulting in an additional one-time charge of $2.4 million . Refer to Note 10 for further information on his transition agreement. As of January 31, 2016 , $1.6 million of total unrecognized compensation cost related to the 375,000 awards granted to other executives is expected to be recognized over the remaining vesting period of 3 years. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Jan. 31, 2016 | |
Share-based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Total stock-based compensation for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively is as follows: Fiscal Year Ended January 31, 2016 2015 2014 (In thousands) Cost of service and software revenues $ 1,778 $ 1,870 $ 2,032 Cost of technology revenues 1,423 1,247 1,626 Cost of hardware revenues 132 251 304 Research and development 7,458 11,460 13,717 Sales and marketing 4,754 4,765 5,631 General and administrative 13,381 14,088 14,455 Transition and restructuring 6,399 — — Stock-based compensation before income taxes $ 35,325 $ 33,681 $ 37,765 Income tax benefit $ (9,941 ) $ (7,509 ) $ (9,789 ) Total stock-based compensation $ 25,384 $ 26,172 $ 27,976 As of January 31, 2016 , $463,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.33 years. As of January 31, 2016 , $22.2 million of total unrecognized compensation costs related to unvested restricted stock, restricted stock units, market-based awards and performance stock awards is expected to be recognized over a weighted-average period of 1.69 years. The Company used the alternative transition method which included a simplified method to establish the beginning balance of the additional paid in capital pool (APIC pool) related to the tax effects of employee share-based compensation, which is available to absorb tax deficiencies. The Company is required to use a valuation model to calculate the fair value of stock-based options and has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rate. The expected volatility is based on a combination of historical volatility of the Company’s common stock and implied volatility of market traded options on the Company’s common stock. The expected life of stock options is based on historical employee exercise patterns associated with prior similar option grants. The interest rate is based on the average of the U.S. Treasury yield curve on investments with terms approximating the expected life during the fiscal quarter an option is granted. The Company has not declared and has no current plan to declare a dividend. Market-based awards consist of grants certain members of executive management that vest contingent upon the achievement of pre-determined market and service conditions. The fair value of the market-based awards is determined using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The weighted average assumptions used for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively, and the resulting estimates of weighted-average fair value per share of options and ESPP shares granted during those periods are as follows: ESPP Stock Options Market-based Awards Fiscal Year Ended January 31, 2016 2015 2014 2016 2015 2014 2016 2015 2014 Expected life (in years) 0.80 0.82 0.80 * 4.40 4.39 ** ** ** Volatility 29 % 48 % 57 % * 46 % 51 % 34 % 37 % 57 % Average risk free interest rate 0.10 % 0.13 % 0.64 % * 1.54 % 1.07 % 1.04 % 1.29 % 0.56 % Dividend Yield — % — % — % * — % — % — % — % — % Correlation Coefficient ** ** ** ** ** ** 58 % 53 % ** Weighted-average fair value during the period $3.43 $3.72 $3.21 * $4.84 $5.12 $7.37 $8.70 $10.58 (*) The Company granted no options during the twelve months ended January 31, 2016. (**) The assumption was not utilized for the instrument in the corresponding period. |
STOCK REPURCHASES (Notes)
STOCK REPURCHASES (Notes) | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
STOCK REPURCHASES | STOCK REPURCHASES During the three past fiscal years ending January 31, 2016 , we have made open-market purchases totaling 37,923,940 shares of our common stock for an aggregate purchase price of $466.6 million . On September 5, 2014, our board of directors authorized the current discretionary share repurchase program that allows for total new repurchases of $550.0 million . This plan will expire on January 31, 2017. Under the current discretionary share repurchase program and as of January 31, 2016 , we had purchased 21,538,339 shares of common stock at a weighted average price of $12.36 per share for an aggregate purchase price of $266.1 million . Shares repurchased are included in issued common shares, but are excluded from outstanding common shares. Additionally, in September 2015, the Company repurchased 4.0% Notes due 2016 with a face value of $40.0 million on the open market. This transaction was made using funds approved under the current discretionary share repurchase program. Any future repurchase or repayment of 4.0% Notes due 2016 will be made using the funds approved under the current discretionary share repurchase program. The remaining authorized amount for stock repurchases under this program was $243.9 million . The shares repurchased under our repurchase programs and the total cost of repurchased shares, including commissions, during the fiscal years ended January 31, 2016 , 2015 , and 2014 were as follows: Fiscal Year Ended January 31, 2016 2015 2014 Shares repurchased 1,889,226 27,247,761 8,786,953 Total cost of repurchased shares (In thousands) $ 20,330 $ 345,815 $ 100,468 |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Jan. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS In December 1997, the Company established a 401(k) Retirement Plan (the "Retirement Plan”) available to employees who meet the plan’s eligibility requirements. Participants may elect to contribute a percentage of their compensation to the Retirement Plan up to a statutory limit. Participants are fully vested in their contributions. As of January 1, 2014, the Company has elected to match 50% of the contributions made by employees who have elected to participate in its 401(k) Plan, including executives, up to $3,000 annually. This match is accrued for on a monthly basis and contributed to the 401(k) accounts of all participating employees annually on January 31st each year for the preceding calendar year. During the fiscal years ended January 31, 2016 and 2015 , TiVo has expensed $1.4 million and $1.3 million in 401(k) match expense. TiVo is under no obligation to continue matching future employee contributions and at the Company's discretion may change its practices at any time. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table presents the profit/loss before income taxes for domestic and foreign operations: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Domestic $ 35,795 $ 53,213 $ 103,905 Foreign 2,223 — — Total $ 38,018 $ 53,213 $ 103,905 The income tax expense in fiscal year 2016 and 2015 is primarily related to federal and state current and deferred taxes adjusted for permanent and temporary differences. The income tax benefit in fiscal year 2014 is primarily due to release of valuation allowance. Fiscal Year Ended January 31, 2016 2015 2014 Current: (in thousands) Federal $ (658 ) $ 20,493 $ (38 ) State 761 5,982 3,240 Foreign 2,157 538 — Total $ 2,260 $ 27,013 $ 3,202 Deferred: Federal $ 13,188 $ (1,289 ) $ (167,382 ) State 1,108 (3,343 ) (3,731 ) Foreign (235 ) — — Total $ 14,061 $ (4,632 ) $ (171,113 ) Provision (benefit) for income taxes $ 16,321 $ 22,381 $ (167,911 ) The income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income (loss) as a result of the following: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Federal tax at statutory rate $ 13,308 $ 18,625 $ 36,367 State taxes 1,742 757 1,628 Stock based compensation 534 235 559 Federal research tax credit (1,561 ) (1,682 ) 333 Non-deductible compensation expense 1,251 4,448 3,209 Non-deductible acquisition expenses 1,338 — — Non-deductible expenses and other 65 639 1,163 Domestic manufacturing deduction — (641 ) — Foreign Rate differential (356 ) — — Change in valuation allowance — — (211,170 ) Total tax expense (benefit) $ 16,321 $ 22,381 $ (167,911 ) The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets are presented below: As of January 31, 2016 2015 Deferred tax assets: (in thousands) Net operating loss carryforwards $ 34,869 $ 21,726 Research and alternative minimum tax credits 24,809 19,144 Deferred revenue and rent 111,330 144,116 Capitalized research and development 3,153 4,680 Stock-based compensation 12,863 11,605 Other 12,556 14,579 Total deferred tax assets 199,580 215,850 Deferred tax liabilities: TiVo Research, Cubiware, and Digitalsmiths intangibles (17,721 ) (18,536 ) Total deferred tax liabilities (17,721 ) (18,536 ) Valuation allowance (28,728 ) (27,041 ) Net deferred tax assets (liabilities) $ 153,131 $ 170,273 The table of deferred tax assets and liabilities shown above excludes deferred tax assets that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting. The Company recognizes excess tax benefits from stock-based awards in additional paid-in capital if an incremental tax benefit is realized from a reduction in taxes payable, after all other available tax attributes have been utilized. The Company accounts for the indirect effects of stock-based awards on other tax attributes, such as research tax credits, through the Consolidated Statements of Operations. The tax benefit realized from excess stock options exercised and restricted stock units vested for the years ended January 31, 2016 and 2015 was $0 and $1.8 million . Our benefit for income taxes for the year ended January 31, 2014 is due to the release of the valuation allowance of $211.2 million . During the second quarter of fiscal 2014, due to the resolution of a material litigation in regards to the Company's intellectual property the Company concluded that it was more likely than not that it would be able to realize the benefit of a portion of its deferred tax assets in the future. The Company based this conclusion on recent historical book and taxable income and projections of future operating income. As a result, the Company released $211.2 million during fiscal 2014, of the valuation allowance attributable to federal and all states, except for the state of California. The Company uses a single sales factor to apportion income for California purposes. The Company continues to maintain a valuation allowance on its California deferred tax assets as it is not more likely than not that such deferred assets will be recognized under current California law. The valuation allowance on its California deferred tax assets as of January 31, 2016 and 2015 was $27.3 million and $26.1 million . As of January 31, 2016, the Company had net operating loss carryforwards for federal and state income tax purpose of approximately $73.5 million and $173.1 million , respectively, available to reduce future income subject to income taxes. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an "ownership change," as defined in Section 382 of the Internal Revenue Code. The Company has determined that there have been multiple ownership changes since inception of the Company. However, the ownership changes do not place any limitation on the utilization of net operating losses and tax credit carryforwards. The Company had an acquisition during the fiscal year ended January 31, 2015 for which Section 382 applies. The additional federal net operating loss from this acquisition after the Section 382 limitation was approximately $39.3 million immediately after the acquisition. Approximately zero and $12.5 million of the acquired federal net operating loss was used during the year ended January 31, 2016 and January 31, 2015, respectively. The federal net operating loss carryforwards expire beginning in fiscal years ending 2030 through 2036. The state net operating loss carryforwards expire beginning in fiscal year ending 2017 through 2026. As of January 31, 2016, unused research and development tax credits of approximately $25.4 million and $39.4 million , respectively, are available to reduce future federal and California income taxes. The federal research credit carryforwards will begin to expire, if not utilized, in fiscal year 2024. California research and experimental tax credits carry forward indefinitely until utilized. On December 19, 2014, the Tax Increase Prevention Act of 2014 was signed into law, which retroactively extends the federal research and development credit from January 1, 2014 through December 31, 2014. As a result, the Company recognized the retroactive benefit of the federal research and development credit of approximately $2.2 million as a discrete item in the fourth quarter of 2015, the period in which the legislation was passed. On December 18, 2015, the Protecting Americans from Tax hikes Act of 2015 was signed into law, which retroactively extends the federal research and development credit from January 1, 2015 through December 31, 2015. As a result, the Company recognized the retroactive benefit of the federal research and development credit of approximately $2.0 million as a discrete item in the fourth quarter of 2016, the period in which the legislation was passed. The aggregate changes in the balance of gross unrecognized tax benefits were as follows: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Beginning Balance $ 17,005 $ 15,163 14,812 Additions based on tax positions related to current year 1,270 1,396 1,583 Additions for tax positions in prior years — — 23 Additions for tax positions related to acquisition — 446 — Lapse of statute of limitations — — (154 ) Reduction for tax positions of prior years $ — $ — (1,101 ) Ending Balance $ 18,275 $ 17,005 $ 15,163 The total amount of unrecognized tax benefit, if recognized, that would affect the effective tax rate would be approximately $7.7 million at January 31, 2016 . The remaining unrecognized tax benefits at January 31, 2016 would not affect the Company’s effective tax rate if recognized due to the Company’s California deferred tax assets being fully offset by a valuation allowance. The Company classifies interest and penalties related to uncertain tax positions in income tax expense, if applicable. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The open tax years for the major jurisdictions are as follows: Federal 2013 – 2016 California 2012 – 2016 However, due to the fact the Company has net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax attributes carried forward to open years. Since the timing of resolution and closure of the Company's open tax years is highly uncertain, the Company does not believe that the unrecognized tax benefits would materially change in the next twelve months. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 12 Months Ended |
Jan. 31, 2016 | |
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 fiscal years ended January 31, 2016 , 2015 , and 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 fiscal year ended January 31, 2016 and have been excluded from our calculation of net income per common share for the fiscal year ended January 31, 2016. The following table sets forth the computation of basic and diluted earnings per common share: Fiscal Year Ended January 31, 2016 2015 2014 (income/(loss) in thousands) Numerator: Net income $ 21,697 $ 30,832 $ 271,816 Interest on dilutive notes, net of tax — 5,005 5,009 Net Income for purpose of computing net income per diluted share 21,697 35,837 276,825 Denominator: Weighted average shares outstanding, excluding unvested restricted stock 92,763,835 106,799,817 118,445,466 Weighted average effect of dilutive securities: Stock options, restricted stock, and employee stock purchase plan 3,109,979 4,517,457 4,893,804 4% Notes due 2016 — 15,462,193 15,462,193 Denominator for diluted net income per common share 95,873,814 126,779,467 138,801,463 Basic net income per common share $ 0.23 $ 0.29 $ 2.29 Diluted net income per common share $ 0.23 $ 0.28 $ 1.99 The weighted average number of shares outstanding used in the computation of diluted net income per share in the fiscal years ended January 31, 2016 , 2015 , and 2014 do not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive: As of January 31, 2016 2015 2014 Unvested restricted stock 4,954 219 3,068 Options to purchase common stock 530,202 377,432 592,761 4.0% Notes due 2016 14,267,047 — — 2.0% Notes due 2021 12,904,679 4,839,255 — Common stock warrants 12,904,679 4,839,255 — Total 40,611,561 10,056,161 595,829 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 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. |
SETTLEMENTS
SETTLEMENTS | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
SETTLEMENTS | SETTLEMENTS DISH Network On April 29, 2011, TiVo entered into a Settlement and Patent License Agreement with EchoStar Corporation (EchoStar) and DISH Network Corporation (DISH). Under the terms of the agreement, DISH and EchoStar agreed to pay TiVo $500.0 million , including an initial payment of $300.0 million received by TiVo on May 2, 2011 with the remaining $200.0 million to be distributed in six equal annual installments of $33.3 million between 2012 and 2017. The total consideration of $500.0 million was allocated on a relative fair value basis as $175.7 million to the past infringement and litigation settlement element, $2.9 million to interest income related to past infringement and $321.4 million to the future license royalties element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the fiscal year ended January 31, 2012. The amount related to interest income was recorded under “Interest income” in the fiscal year ended January 31, 2012. $321.4 million of future license royalties will be recorded as technology revenue on a straight-line amortization basis over the remaining life of the patent through July 30, 2018. AT&T Inc. On January 3, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with AT&T Inc. (AT&T). Under the terms of the Agreement, AT&T has agreed to pay TiVo a minimum amount of $215.0 million plus incremental monthly fees per DVR subscriber if AT&T's subscriber base exceeds certain pre-determined levels. The initial payment of $51.0 million was paid to TiVo on January 4, 2012 with the remaining $164.0 million due to TiVo 30 days after the end of each calendar quarter in the amount of $5.0 million for the first four calendar quarters and approximately $6.5 million in subsequent calendar quarters through the calendar quarter ending June 30, 2018. Any incremental additional per subscriber fees are due to TiVo on the same schedule. The Agreement expires on July 30, 2018. The total consideration of $215.0 million was allocated on a relative fair value basis as $54.4 million to the past infringement and litigation settlement element, $254,000 to interest income related to past infringement and $160.3 million to the future base license royalties element. The future base license royalties element does not include any incremental monthly fees per DVR subscriber payable if the AT&T subscriber base exceeds certain pre-determined levels. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the fiscal year ended January 31, 2012. The amount related to interest income was recorded under “Interest income” in the fiscal year ended January 31, 2012. $160.3 million of future license royalties will be recorded as Technology revenues on a straight-line amortization basis over the term of the agreement through July 30, 2018. Any incremental monthly fees per DVR subscriber payable if the AT&T's subscriber base exceeds certain pre-determined levels will be recognized as Technology revenues when reported to TiVo by AT&T. As a result of the settlement and patent cross-licensing agreement, TiVo expensed an estimate of $14.5 million in contingent legal fees recorded under general and administration expenses in its Statement of Operations in the fiscal year ended January 31, 2012. TiVo paid $4.3 million in contingent legal fees during the fiscal year ended January 31, 2012. The remaining estimate of $10.2 million was paid during the fiscal year ended January 31, 2013 upon the favorable resolution of the Microsoft and ITC legal matters. Verizon Communications, Inc. On September 21, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. (Verizon). Under the terms of the Agreement, Verizon has agreed to pay TiVo a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if Verizon's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to TiVo on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end of each calendar quarter in the amount of $6.0 million through the calendar quarter ending September 30, 2018. Any incremental additional per subscriber fees are due to TiVo on the same schedule. The Agreement expires on July 31, 2018. TiVo and Verizon agreed to dismiss all pending litigation between the companies with prejudice. TiVo granted Verizon a limited license under its advanced television patents, including the patents that TiVo had asserted against Verizon (U.S. Patent Nos. 6,233,389, 7,493,015, and 7,529,465), to make, have made, use, sell, offer to sell, and import advanced television technology in connection with Verizon multichannel video programming services subject to certain limitations and exclusions. Verizon granted TiVo a limited license under its advanced television patents, including the patents that Verizon had asserted against TiVo (U.S. Patent Nos. 5,410,344, 5,635,979, 5,973,684, 6,367,078, 7,561,214 and 6,381,748), to make, have made, use, sell, offer to sell and import advanced television technology in connection with TiVo products and services, including products and services provided to other multichannel video programming service providers, subject to certain limitations and exclusions. TiVo may terminate the rights and licenses granted to Verizon pursuant to the Agreement under certain circumstances, including but not limited to if Verizon has failed to make timely payment. The agreement includes multiple elements consisting of: (i) an exchange of licenses to intellectual property, including covenants not to assert claims of patent infringement for the period from September 21, 2012 until July 31, 2018, (ii) an interest income component related to the past infringement, and (iii) the settlement of all outstanding litigation and claims between TiVo and Verizon. The proceeds of the agreement were allocated among the principal elements of the transaction based on relative fair values of each element. TiVo estimated the fair value of each element using an income approach. The significant inputs and assumptions used in this valuation included actual past and projected future subscription base, estimated DVR penetration rates, estimated market-based royalty rates, estimated risk-adjusted discount rates, and useful lives of the technology, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and is based upon a number of factors. Changes in these assumptions may have a substantial impact on the fair value assigned to each element. These inputs and assumptions represent management's best estimates at the time of the transaction. The total consideration of $250.4 million was allocated on a relative fair value basis as $78.4 million to the past infringement and litigation settlement element, $568,000 to interest income related to past infringement and $171.4 million to the future base license royalties element. The future base license royalties element does not include any incremental monthly fees per DVR subscriber payable if the Verizon subscriber base exceeds certain pre-determined levels. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended October 31, 2012. The amount related to interest income was recorded under “Interest income” in the quarter ended October 31, 2012. $171.4 million of future license royalties will be recorded as technology revenues over the term of the agreement through July 31, 2018 using a pattern reflective of an increasing number of subscribers covered by the minimum fixed license payments. Any incremental monthly fees per DVR subscriber payable if the Verizon's subscriber base exceeds certain pre-determined levels will be recognized as Technology revenues when reported to TiVo by Verizon. In addition to the $250.4 million in compensation, TiVo will also receive incremental monthly fees at a higher rate than the rate implied by the guaranteed fees per Verizon DVR subscriber if the growth of Verizon's DVR subscriber base exceeds certain pre-determined levels. Any incremental additional per subscriber fees are due to TiVo 30 days after the end of each calendar quarter in which they are earned. Motorola/Cisco Effective July 2, 2013, TiVo entered into a settlement and patent license agreement with ARRIS Group, Inc. (Arris) (owner of General Instrument Corporation, formerly a subsidiary of Motorola Mobility, Inc.), Cisco Systems, Inc. (Cisco), and Google Inc. (Google) (owner of Motorola Mobility, LLC formerly Motorola Mobility, Inc.) (with the settlement with Arris, Google, and Cisco referred to as the Motorola/Cisco settlement). Pursuant to the terms of the Motorola/Cisco settlement the parties agreed to settle and dismiss all outstanding litigation between them, including related litigation involving Time Warner Cable (as described in TiVo's periodic reports filed with the Securities and Exchange Commission ), provide licenses to certain patents between the parties, and release patent infringement claims between the parties with respect to all outstanding litigation in exchange for a payment of $490.0 million to TiVo by Google and Cisco in connection with the Motorla/Cisco settlement. The licenses granted by TiVo to Cisco and Google/Motorola Mobility under U.S. Patent Nos. 6,233,389, 7,529,465, 6,792,195, and 7,493,015 and certain related patents are perpetual. The other licenses granted by TiVo to Google/Motorola Mobility and from Google/Motorola Mobility to TiVo will expire on July 31, 2018. The other licenses granted by TiVo to Cisco and from Cisco to TiVo will expire on July 2, 2023, when the agreement expires. The agreement includes multiple elements consisting of: (i) an exchange of licenses to certain intellectual property, (ii) an interest income component related to the past infringement, and (iii) the settlement of all outstanding litigation and claims between TiVo and Arris, Google/Motorola Mobility and Cisco. The proceeds of the agreement were allocated amongst the principal elements of the transaction based on relative fair values of each element. TiVo estimated the fair value of future licensing revenue from July 2, 2013 until July 31, 2018 using an income approach and future licensing revenue from August 1, 2018 to July 2, 2023 using a market approach. The significant inputs and assumptions used in the valuations included actual past and projected future estimated infringing DVR shipments, estimated life of the DVR, estimated market-based royalty rates, and estimated risk-adjusted discount rates, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and is based upon a number of factors. Changes in these assumptions may have a substantial impact on the fair value assigned to each element. These inputs and assumptions represent management's best estimates at the time of the transaction. The total consideration of $490.0 million was allocated on a relative fair value basis as $381.1 million to the future licensing revenue element, $752,000 to interest income related to past infringement and $108.1 million of the past infringement and litigation settlement element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the fiscal year ended January 31, 2014. The amount related to interest income was recorded under “Interest income” in the fiscal year ended January 31, 2014. The $381.1 million of license royalties has been or will be recorded as technology revenues on a straight-line amortization basis over the term of the agreement through July 2023. Technology revenues related to the above agreements were $181.6 million , $179.3 million , and $141.6 million for the fiscal years ended January 31, 2016 , 2015 , and 2014 , respectively. Revenue and cash under our licensing agreements with EchoStar, AT&T, Verizon, and Cisco and Google/Motorola Mobility through January 31, 2016 have been: Licensing Related Technology Revenues Cash Received Fiscal Year Ending January 31, (in thousands) 2012 $35,275 $117,679 2013 77,340 86,855 2014 141,583 469,776 2015 179,271 93,209 2016 181,591 87,591 Total $615,060 $855,110 Based on current GAAP, revenue and cash from the contractual minimums (i.e. the following amounts do not include any additional revenues from our AT&T or Verizon agreements) under all our licensing agreements with EchoStar, AT&T, Verizon, and Cisco and Google/Motorola Mobility are expected to be recognized (revenues) and received (cash) on an annual basis for the fiscal years as follows: Licensing Related Technology Revenues Minimum Cash Due Fiscal Year Ending January 31, (in thousands) 2017 $173,129 $89,595 2018 174,411 83,579 2019 88,629 31,139 2020 1,855 — 2021 1,855 — 2022 - 2024 4,483 — Total $444,362 $204,313 |
ACQUISITIONS (Notes)
ACQUISITIONS (Notes) | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 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 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, 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. 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. 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 price 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 the acquisition has been included in our Consolidated Statements of Operations from the acquisition date. Pro forma results of operations have not been presented because the acquisition was 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 loss on our Consolidated Statement of Stockholders’ Equity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Payment of convertible senior notes On March 15, 2016, the Company paid $132.5 million , the remaining principal on its 4.0% Notes due 2016 in cash. No conversion rights were exercised on the notes. Restructuring Charges On February 29, 2016, the Company announced that termination of approximately 50 full time employees and some additional contractors as a part of a plan to better align Company's resources and strategic goals. In connection with this restructuring, the Company expects to record cash charges of $3 million to $4 million before tax for severance pay expenses and related cash expenditures. The Company expects to record a non-cash benefit of $531,000 before tax related to stock-based compensation expense for the modification of restricted stock awards. |
SELECTED QUARTERLY FINANCIAL ST
SELECTED QUARTERLY FINANCIAL STATEMENTS (UNAUDITED) | 12 Months Ended |
Jan. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL STATEMENTS (UNAUDITED) | SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Quarterly Results of Operations The following table presents certain unaudited statements of operations data for the Company's eight most recent quarters ended January 31, 2016 . In management’s opinion, this unaudited information has been prepared on the same basis as the audited annual financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair representation of the unaudited information for the quarters presented. This information should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto, included elsewhere in this annual report. The results of operations for any quarter are not necessarily indicative of results that may be expected for any future period. Three Months Ended Jan 31, 2016 Oct 31, 2015 Jul 31, 2015 Apr 30, 2015 Jan 31, 2015 Oct 31, 2014 Jul 31, 2014 Apr 30, 2014 (unaudited, in thousands except per share and share amounts) Revenues Service and software revenues $ 47,557 $ 44,674 $ 43,098 $ 39,849 $ 40,498 $ 36,705 $ 36,909 $ 35,895 Technology revenues 54,190 58,135 55,998 52,571 51,171 51,359 49,717 50,106 Hardware revenues 21,362 29,506 20,358 22,314 22,463 30,366 25,232 21,058 Net revenues 123,109 132,315 119,454 114,734 114,132 118,430 111,858 107,059 Cost of revenues Cost of service and software revenues 17,160 17,766 15,171 15,439 17,037 14,970 13,750 13,850 Cost of technology revenues 8,176 10,404 8,710 6,136 5,910 6,567 5,669 4,544 Cost of hardware revenues 23,994 30,837 20,185 22,571 25,041 28,176 22,524 19,764 Total cost of revenues 49,330 59,007 44,066 44,146 47,988 49,713 41,943 38,158 Gross margin 73,779 73,308 75,388 70,588 66,144 68,717 69,915 68,901 Operating expenses Research and development 28,410 28,027 26,309 25,014 25,265 25,546 25,051 26,347 Sales and marketing 11,662 12,172 11,930 10,941 10,910 10,544 10,284 10,315 Sales and marketing, subscription acquisition costs 5,209 3,612 1,117 1,691 3,455 2,734 1,212 1,505 General and administrative 15,624 13,461 15,880 14,822 14,076 14,292 15,760 15,354 Transition and restructuring 12,820 — — — — — — — Income from operations 54 16,036 20,152 18,120 12,438 15,601 17,608 15,380 Interest income 1,263 1,067 953 885 969 1,070 964 1,144 Interest expense and other income (expense) (4,594 ) (6,040 ) (5,044 ) (4,834 ) (4,822 ) (3,197 ) (1,966 ) (1,976 ) Income (loss) before income taxes (3,277 ) 11,063 16,061 14,171 8,585 13,474 16,606 14,548 Benefit from (provision for) income taxes 3,476 (5,783 ) (7,722 ) (6,292 ) (1,529 ) (7,129 ) (7,299 ) (6,424 ) Net income $ 199 $ 5,280 $ 8,339 $ 7,879 $ 7,056 $ 6,345 $ 9,307 $ 8,124 Net income per common share Basic $ — $ 0.06 $ 0.09 $ 0.09 $ 0.07 $ 0.06 $ 0.08 $ 0.07 Diluted $ — $ 0.06 $ 0.09 $ 0.08 $ 0.07 $ 0.06 $ 0.08 $ 0.07 Income for purposes of computing net income per share: Basic 199 5,280 8,339 7,879 7,056 6,345 9,307 8,124 Diluted 199 5,280 9,595 9,130 8,308 6,345 10,545 9,375 Weighted average common and common equivalent shares: Basic 93,050,986 92,759,485 92,382,999 91,454,492 96,287,902 107,497,734 110,036,235 113,381,677 Diluted 95,357,996 95,188,262 110,381,018 110,544,699 115,667,159 111,870,407 129,249,175 133,204,128 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to estimated lives of product lifetime subscriptions, total estimated cost of engineering service and profitability of deployment agreements, allowance for doubtful accounts, product returns, inventories and related reserves, warranty obligations, contingencies, stock compensation, valuation of deferred taxes, valuation of intangible assets, valuation of contingent purchase consideration, and allocation of amounts from litigation settlements. The Company bases estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the financial statements in future periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers investments with a maturity of three months or less when purchased to be cash equivalents. The majority of payments due from banks for third-party credit card, debit card, and electronic benefit transactions (EBT) process within 24-72 hours, except for transactions occurring on a Friday, which are generally processed the following Monday. All credit card, debit card, and EBT transactions that process in less than three days are classified as cash and cash equivalents. |
Short-term Investments | Short-term Investments Short-term investments are classified as available-for-sale and are carried at fair value. The Company’s short-term and long-term investments are reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in the Company’s Consolidated Statements of Operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income in the Consolidated Statements of Operations. |
Receivables | Receivables Accounts receivable consist primarily of receivables from retailers, cable and satellite companies, as well as individual consumers and relate to its subscription, technology, hardware, and software revenues. Additionally, amounts due from banks for customer credit card, debit card, and EBT transactions that take in excess of three days to process are classified as accounts receivable. |
Allowance for Doubtful Accounts | Allowance for doubtful accounts TiVo maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. The Company reviews its trade receivable by aging category to identify significant customers with known disputes or collection issues. For accounts not specifically identified, the Company provides allowances based on the age of the receivable. In determining the allowance, the Company makes judgments about the credit-worthiness of significant customers based on ongoing credit evaluations. TiVo also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. |
Inventories and Inventory Valuation | Inventories and Inventory Valuation Inventories consist primarily of finished DVR units and accessories and are stated at the lower of cost or market on an aggregate basis, with cost determined using the first-in, first-out method. The Company performs a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, the Company records adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products and materials which are not forecasted to be used in future production. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair expenditures are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Furniture and fixture 3-5 years Computer and office equipment 3-5 years Lab equipment 3 years Leasehold improvements The shorter of 7 years or the term of the lease Capitalized software for internal use 1-5 years |
Capitalized Software | Capitalized Software Software development costs are capitalized when a product’s technological feasibility has been established by completion of a working model of the product and amortization begins when a product is available for general release to customers. The period between the development of a working model and the release of the final product to customers is short, and, therefore, the development costs incurred during this short period are immaterial and, as such, are not capitalized. Software development costs incurred as part of an approved project plan that result in additional functionality to internal use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software, between one and five years. |
Acquisitions | Acquisitions The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Goodwill | Goodwill The Company has goodwill in the amount of $108.7 million which represents the excess of the purchase price of its acquisitions over the fair value of the identified net tangible and intangible assets. The goodwill recognized in these acquisitions was derived from expected benefits from future technology, cost synergies, and a knowledgeable and experienced workforce who joined the Company after these acquisitions. Goodwill is not amortized, but is tested instead for impairment annually or more frequently if certain indicators of impairment are present. The majority of goodwill is not expected to be tax deductible for income tax purposes. Goodwill is tested for impairment on an annual basis in the fourth quarter of the Company's fiscal year using a two-step model. Management has determined that the Company has one reporting unit. The Company has the option to first assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that the goodwill is impaired and determine whether further action is needed (“Step 0”). For the year ended January 31, 2016 , the Company performed a Step 1 quantitative assessment of its goodwill and did not identify an impairment of goodwill. In each period presented the fair value of the reporting unit exceeded its carrying value, thus it was not required to perform the second step of the analysis, and no goodwill impairment charges were recorded. |
Intangible Assets | Intangible Assets Purchased intangibles are definite-lived intangible assets which are amortized on a straight-line basis over their estimated useful lives. Useful lives generally range from two to ten years. Purchased intangibles include intangible assets subject to amortization, such as developed technology, intellectual property rights, customer relationships, and trade names. The Company review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company measures recoverability of long-lived assets by comparing the carrying amount of the asset group to the future undiscounted net cash flows expected to be generated by those assets. An asset group is a group of assets and liabilities including the long lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If such assets are considered to not be recoverable, TiVo recognizes an impairment charge for the amount by which the carrying amounts of the assets exceeds the fair value of the assets. Fair value is estimated based on discounted future cash flows. The Company recognized no non-cash impairment charges during the twelve months ended January 31, 2016 and January 31, 2015. The Company recognized non-cash impairment charges of $4.5 million in the twelve months ended January 31, 2014 related to intangible assets acquired as part of the TiVo Research acquisition. The lower than expected profitability indicated that the carrying value of these assets exceeded their estimated fair values as determined by future discounted cash flow projections. When projecting the stream of future cash flows associated with TiVo Research for purposes of determining long-lived asset recoverability, management makes assumptions, incorporating market conditions, sales growth rates, gross profit, and operating expenses. |
Deferred Tax Assets | Deferred Tax Assets The Company makes certain estimates in determining income tax expense for financial statement purposes. These estimates occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. From time-to-time, TiVo evaluates the expected realization of its deferred tax assets and determines whether a valuation allowance needs to be established or released. In determining the need for and amount of our valuation allowance, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income and estimates of future income. TiVo's estimates of future income include its internal projections and various internal estimates and certain external sources which it believes to be reasonable, but that are unpredictable and inherently uncertain. Management also considers the jurisdictional mix of income and loss, changes in tax regulations in the period the changes are enacted, and the type of deferred tax assets and liabilities. In assessing whether a valuation allowance needs to be established or released, management uses judgment in considering the cumulative effect of negative and positive evidence and the weight given to the potential effect of the evidence. Recent historical income or loss and future projected operational results have the most influence on the Company's determination of whether a deferred tax valuation allowance is required or not. |
Sales Taxes | Sales Taxes The Company accounts for sales taxes imposed on its goods and services on a net basis in the Consolidated Statements of Operations. |
Revenue Recognition | Revenue Recognition The Company generates service revenues from fees for providing the TiVo service to consumers and television service providers (also referred to as MSOs) and through the sale of advertising and audience research measurement services. The Company also generates revenues from licensing of Cubiware software, which are mostly one-time sales. The Company also generates technology revenues from licensing technology (Refer to Note 18. Settlements) and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service. A substantial portion of the Company's revenues is derived from multiple element arrangements. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. Service revenue is recognized as the services are performed which generally is ratably over the term of the service period. Multiple Element Arrangements The Company's multiple deliverable revenue arrangements primarily consist of bundled sales of TiVo-enabled DVRs and TiVo service to consumers; arrangements with MSOs which generally include delivery of software customization and set up services, training, post contract support (PCS), TiVo-enabled DVRs, non-DVR set-top boxes (STBs), and TiVo service; and bundled sales of advertising and audience research measurement services. The Company allocates revenue to each element in a multiple-element arrangement based upon its relative selling price. The Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its BESP for that deliverable. Since the use of the residual method is not permitted under applicable accounting standards, any discounts offered by the Company are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for the respective element. However, revenue recognized for each deliverable is limited to amounts that are not contingent on future performance for other deliverables in the arrangement. Consistent with its methodology under previous accounting guidance, if available, the Company determines VSOE of fair value for each element based on historical standalone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement. The Company currently estimates selling prices for its PCS, training, TiVo-enabled DVRs and non-DVR STBs for MSOs and TiVo service for consumers based on VSOE of selling price. In some instances, the Company may not be able to obtain VSOE of selling price for all deliverables in an arrangement with multiple elements. This may be due to the Company infrequently selling each element separately or not pricing products within a narrow range. When VSOE cannot be established, the Company attempts to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that the comparable pricing of products with similar functionality or services cannot be obtained. Furthermore, the Company sells TiVo-enabled DVRs to consumers whereas its competitors usually lease them to their customers. Therefore, the Company is typically not able to obtain TPE of selling price. When the Company is unable to establish a selling price using VSOE or TPE, which is generally the case for sales of TiVo-enabled DVRs to consumers and advertising and audience research measurement services, the Company uses its BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. BESP is generally used for offerings that are not typically sold on a standalone basis or for new or highly customized offerings. The Company establishes pricing for its products and services by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. When determining BESP for a deliverable that is generally not sold separately, these factors are also considered. TiVo-enabled DVRs and TiVo service The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one year for monthly payment plans (monthly program) or for the lifetime of the product for one upfront payment (prepaid program). In the case of the monthly program, after the initial committed subscription term, the customers have various pricing options at which they can renew the subscription. VSOE of selling price for the subscription services is established based on standalone sales of the service and varies by service period. The Company is not able to obtain VSOE for the DVR element due to infrequent sales of standalone DVRs to consumers. The BESP of the DVR is established based on the price at which the Company would sell the DVR without any service commitment from the customer. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription on a relative selling price basis, with the DVR revenue recognized upon delivery, up to an amount not contingent on future service delivery, and the subscription revenue recognized over the term of the service. Subscription revenues from product lifetime subscriptions are recognized ratably over the Company's estimate of the useful life of a TiVo-enabled DVR associated with the subscription. The estimates of expected lives are dependent on assumptions with regard to future churn of product lifetime subscriptions. The Company continuously monitors the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with the Company's current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period. The Company recognizes product lifetime subscription revenues over a product lifetime of 66 months. End users have the right to cancel their subscription within 30 days of subscription activation for a full refund. TiVo establishes allowances for expected subscription cancellations. Arrangements with MSOs The Company has two different types of arrangements with MSOs that include technology deployment and engineering services in such agreements. The Company's arrangements with MSOs typically include software customization and set up services, limited training, PCS, TiVo-enabled DVRs, non-DVR STBs, and TiVo service. In instances where TiVo hosts the TiVo service, the Company recognizes revenue under the general revenue recognition guidance. The Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured. Revenue recognition is deferred until such time as all of the criteria are met. Elements in such arrangements usually include DVRs, non-DVR STBs, TiVo service hosting, associated maintenance, and support and training. Non-refundable payments received for customization and set up services are deferred and recognized as revenue over the period the services are expected to be provided (the longer of the contractual term or customer relationship period) as the upfront services do not have standalone value. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as revenue. The Company has established VSOE of selling prices for training, DVRs, non-DVR STBs, and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreement. The BESP of TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs, and gross margin objectives. Total arrangement consideration (other than fees for customization and set up services which are allocated to the ongoing hosting services) is allocated among individual elements on a relative basis. In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue under industry specific software revenue recognition guidance. Under this guidance, such arrangements are accounted for using the percentage-of-completion method or a completed-contract method. The percentage-of-completion method is used if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion and the arrangement as a whole is reasonably expected to be profitable. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known. In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE of selling prices for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs or development costs exceed development revenues but the Company is reasonably assured that no loss will be incurred under the arrangement. Accordingly, the Company applies the following: • Where no VSOE exists for undeliverable elements, the revenue is recognized on a zero margin up to the amount billable until the Company has established VSOE for undelivered elements or the Company has delivered all elements. • Where there is a lack of reasonably dependable estimates, the revenue is recognized on a zero margin up to the amount billable until the Company has resolved the estimation uncertainty, after which the Company will recognize margin under the percentage of completion method. • If the Company cannot be reasonably assured that no loss will be incurred under the arrangement, the Company will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the contract. Where development costs exceed billable development revenues provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Development costs incurred in excess of revenues recognized are deferred up to the amount deemed recoverable. Thereafter, as the Company recognizes revenue from the MSO arrangement for services, an equal amount of deferred development costs are recognized until all deferred development costs are recovered. Afterwards, any additional MSO service revenue is recognized as service revenue. Advertising and Audience Research Measurement Services Advertising and audience research measurement service revenue is recognized as the service is provided. When advertising services are sold in packages customized for each campaign, they generally last for up to three months. Because of the significant customization of offerings, the Company historically has not been able to obtain VSOE or TPE of selling prices for each element in the package. The Company estimates BESP for each element in the package and separates them into individual units of accounting. Nonetheless, the units of accounting have very similar revenue earning patterns and timing and the amounts of revenue recorded in each period are not significantly impacted by separating them. Software Revenues Software revenues represent revenues from licenses of Cubiware software and amounts allocated to software elements in multiple element arrangements. These license arrangements are with operators or resellers who integrate our software in set top boxes manufactured by the operators or resellers. Revenues are generally recognized upon manufacture of the set top boxes in which the software is integrated, provided that all fees are fixed or determinable, evidence of an arrangement exists, and collectability is reasonably assured. Hardware Revenues Hardware revenues represent revenues from standalone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists, and collectability is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable. Certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo's policy for revenue share payments is to reduce revenue when these payments are incurred and fixed or determinable. TiVo reduces revenue at the later of the date at which the related hardware revenue is recognized or the date at which the market development program is offered. |
Stock-Based Compensation | Stock-Based Compensation The Company has equity incentive plans under which officers, employees, consultants, and non-employee directors may be granted options to purchase shares of the Company’s authorized but unissued or reacquired common stock, and may also be granted restricted stock, performance based stock options and other stock awards. Additionally the Company has an Employee Stock Purchase Plan (ESPP) in which officers and employees can participate. Upon the exercise of options, the Company issues new common stock from its authorized shares. The fair value of TiVo’s restricted stock awards is calculated based on the fair market value of the Company’s stock at the grant date. The fair value of TiVo’s stock options and ESPP awards is estimated using a Black-Scholes option valuation model and Monte-Carlo valuation model for stock awards with market vesting conditions. TiVo recognizes compensation expense for stock option awards expected to vest on a straight-line basis over the requisite service period of the award. |
Advertising Costs | Advertising Costs The Company expenses advertising costs related to its products and service as incurred. Marketing co-op development payments, where the Company receives, or will receive, an identifiable benefit (goods or services) in exchange for the amount paid to its customer, and the Company can reasonably estimate the fair value of the benefit it receives, are classified as marketing expense. For the fiscal years ended January 31, 2016 , 2015 , and 2014 , this amount was immaterial. All other marketing co-op development payments are classified as a reduction of hardware revenues. |
Warranty Expense and Standard Product Warranty | Warranty Expense The Company accrues for the expected material and labor costs required to provide warranty services on its hardware products. The Company’s warranty reserve liability is calculated as the total volume of unit sales over the warranty period, multiplied by the expected rate of warranty returns (based on historical experience) multiplied by the estimated cost to replace or repair the customers’ product returns under warranty. 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 Company also includes a warranty through its Continual Care program to TiVo-Owned customers who use Roamio and BOLT DVRs for as long as they are monthly or annual subscribers to our service. The Company recognizes the cost associated with the Continual Care warranties at the time of the DVR sale. As of January 31, 2016 and January 31, 2015 , the accrued warranty reserve was $401,000 and $471,000 , respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying Consolidated Balance Sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. TiVo takes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the Consolidated Statements of Operations. |
Business Concentrations and Credit Risk | Business Concentrations and Credit Risk The Company’s business is concentrated primarily in the United States and is dependent on discretionary consumer spending. Continued uncertainty or adverse changes in the economy could lead to additional significant declines in discretionary consumer spending, which, in turn, could result in further declines in the demand for the TiVo service and TiVo-enabled DVRs. Decreases in demand for the Company’s products and services, particularly during the critical holiday selling season, could have an adverse impact on its operating results and financial condition. Uncertainty and adverse changes in the economy could also increase the risk of losses on the Company’s investments, increase costs associated with developing and producing its products, increase TiVo’s churn rate per month, increase the cost and decrease the availability of potential sources of financing, and increase the Company’s exposure to losses from bad debts, any of which could have an adverse impact on the Company’s financial condition and operating results. Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, short-term and long-term investments, and trade receivables. The Company currently invests the majority of its cash in high-grade government and corporate debt and maintains them with two financial institutions with high credit ratings. As part of its cash management process, the Company performs periodic evaluations of the relative credit ratings of these financial institutions and issuers of the securities the Company owns. The Company has not experienced significant credit losses on its cash, cash equivalents, or short-term and long-term investments. The majority of the Company’s customers and assets are concentrated in the United States. Revenue by geographic region is based on the bill-to address on the customer order. The following presents total revenue by geographic region: Fiscal Year Ended January 31, 2016 2015 2014 (In thousands) United States of America 396,731 408,538 379,746 Europe 49,811 26,055 25,380 Other International 43,070 16,886 1,127 Total 489,612 451,479 406,253 The following presents a summary by geographic region of long-lived assets, excluding deferred tax assets, deferred cost of technology, revenues, other assets, goodwill, and intangible assets: Fiscal Year Ended January 31, 2016 2015 (In thousands) United States of America 11,809 11,378 International 820 476 Total 12,629 11,854 The Company is subject to a minimal amount of credit risk related to service revenue contracts as these are primarily obtained through credit card sales. The Company sells its TiVo-enabled DVRs to retailers under customary credit terms and generally requires no collateral. The Company's significant revenue concentrations as of January 31, 2016 , 2015 , and 2014 were as follows: Fiscal Year Ended January 31, 2016 2015 2014 DISH * * 11 % Google and Cisco in connection with Motorola/Cisco settlement 15 % 16 % 11 % * Less than 10%. The Company’s accounts receivable concentrations as of January 31, 2016 and 2015 were as follows: As of January 31, 2016 2015 Virgin Media 22 % * AT&T * 16 % Cogeco Cable Canada 12 % 11 % DIRECTV 10 % * * Less than 10%. The Company does not have a long-term written supply agreement with Broadcom, the sole supplier of the system controller for its DVR. In instances where a supply agreement does not exist and suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time if at all. The TiVo service is enabled through the use of a DVR manufactured for TiVo by a third-party contract manufacturer. The Company also relies on third-parties with whom it outsources supply-chain activities related to inventory warehousing, order fulfillment, distribution, and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings, or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with TiVo or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. |
Recent Accounting Pronoucements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements As of January 31, 2016, the Company has adopted Accounting Standards Update (ASU) 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes . This standard requires companies to classify deferred income tax assets and liabilities as non-current in a statement of financial position. The Company has elected to early adopt this standard prospectively beginning with the deferred tax assets and liabilities reported on the Consolidated Balance Sheet for the year ended January 31, 2016. No prior periods were adjusted. Recently Issued But Not Yet Adopted 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 $4.1 million as of January 31, 2016 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 February 2016, the FASB issued ASU 2016-6, Leases , which will require that lessees recognize most leases on-balance sheet. This will increase their reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP. This ASU is effective for the Company on February 1, 2019. This ASU will be applied prospectively. The Company has not yet determined the effect of the standard on its ongoing financial reporting. |
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. |
Other Investment Securities | 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. |
Extended Product Warranty | The Company also offers its TiVo-Owned customers who purchase a lifetime subscription 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. |
Indemnifications 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. As of January 31, 2016, the Company has not accrued any pre-judgment liability for any lawsuits filed against the Company, as the Company has neither determined that it is probable that a liability has been incurred at the date of the financial statements nor that the amount of any loss can be reasonably estimated. The Company expenses legal costs as they are incurred. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Beginning Balance Charged to Operating Expenses Deductions/Additions (*) Ending Balance (in thousands) Allowance for doubtful accounts: Fiscal year ended: January 31, 2016 $ 647 $ (64 ) $ (62 ) $ 521 January 31, 2015 $ 429 $ 424 $ (206 ) $ 647 January 31, 2014 $ 362 $ 253 $ (186 ) $ 429 (*) Deductions/additions related to the allowance for doubtful accounts represent amounts written off against the allowance, less recoveries. |
Schedule of Property Plant and Equipment Useful Life | Depreciation is computed using the straight-line method over estimated useful lives as follows: Furniture and fixture 3-5 years Computer and office equipment 3-5 years Lab equipment 3 years Leasehold improvements The shorter of 7 years or the term of the lease Capitalized software for internal use 1-5 years |
Schedule of Goodwill | Goodwill activity is summarized as follows (in thousands): As of January 31, 2014 $ 12,266 Goodwill Acquired $ 87,098 As of January 31, 2015 $ 99,364 Goodwill Acquired 10,436 Foreign currency translation adjustments (1,065 ) As of January 31, 2016 $ 108,735 |
Schedule of Total Revenue by Geographic Region | The following presents total revenue by geographic region: Fiscal Year Ended January 31, 2016 2015 2014 (In thousands) United States of America 396,731 408,538 379,746 Europe 49,811 26,055 25,380 Other International 43,070 16,886 1,127 Total 489,612 451,479 406,253 |
Schedule of Long-lived Assets by Geographic Region | The following presents a summary by geographic region of long-lived assets, excluding deferred tax assets, deferred cost of technology, revenues, other assets, goodwill, and intangible assets: Fiscal Year Ended January 31, 2016 2015 (In thousands) United States of America 11,809 11,378 International 820 476 Total 12,629 11,854 |
Schedule of Revenue by Major Customers | The Company's significant revenue concentrations as of January 31, 2016 , 2015 , and 2014 were as follows: Fiscal Year Ended January 31, 2016 2015 2014 DISH * * 11 % Google and Cisco in connection with Motorola/Cisco settlement 15 % 16 % 11 % * Less than 10%. |
Accounts Receivable Concentration Risk | The Company’s accounts receivable concentrations as of January 31, 2016 and 2015 were as follows: As of January 31, 2016 2015 Virgin Media 22 % * AT&T * 16 % Cogeco Cable Canada 12 % 11 % DIRECTV 10 % * * Less than 10%. |
CASH AND INVESTMENTS (Tables)
CASH AND INVESTMENTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Investments and Cash [Abstract] | |
Cash, Cash Equivalents, Short term, and Long term Investments | Cash, cash equivalents, short-term investments, and long-term investments consisted of the following: As of January 31, 2016 Adjusted Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Cash $ 14,362 $ — $ — $ 14,362 Cash equivalents: Commercial paper 31,576 4 — 31,580 Money market funds 105,787 — — 105,787 Corporate debt securities 7,665 1 (3 ) 7,663 Total cash and cash equivalents $ 159,390 $ 5 $ (3 ) $ 159,392 Marketable securities: Certificates of deposit $ 7,000 $ — $ — $ 7,000 Commercial paper 47,692 1 (3 ) 47,690 Corporate debt securities 387,927 66 (464 ) 387,529 Foreign government securities 9,458 2 (8 ) 9,452 Variable-rate demand notes 215 — — 215 Asset and mortgage-backed securities 21,002 2 (17 ) 20,987 Municipal bonds 13,797 11 (4 ) 13,804 Current marketable debt securities $ 487,091 $ 82 $ (496 ) $ 486,677 Total cash, cash equivalents, and marketable debt securities 646,481 87 (499 ) 646,069 As of January 31, 2015 Adjusted Cost Gross 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 Current marketable debt securities $ 564,770 $ 149 $ (175 ) $ 564,744 Total cash, cash equivalents, and marketable debt securities $ 742,984 $ 152 $ (175 ) $ 742,961 |
Available-for-sale Investments Classified by 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 January 31, 2016 2015 (in thousands) Due within 1 year $ 361,365 $ 451,571 Due within 1 year through 5 years 125,097 112,888 Due within 5 years through 10 years — — Due after 10 years 215 285 Total $ 486,677 $ 564,744 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The fair value of those financial assets and liabilities was determined using the following levels of inputs as of January 31, 2016 and January 31, 2015 : As of January 31, 2016 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 $ 31,580 $ — $ 31,580 $ — Money market funds 105,787 105,787 — — Corporate debt securities 7,663 — 7,663 — Short-term investments: Certificates of deposit 7,000 — 7,000 — Commercial paper 47,690 — 47,690 — Corporate debt securities 387,529 — 387,529 — Foreign government securities 9,452 — 9,452 — Variable-rate demand notes 215 — 215 — Asset- and mortgage-backed securities 20,987 — 20,987 — Municipal bonds 13,804 — 13,804 — Contingent Liabilities Acquisition purchase consideration 10,098 — — 10,098 Total $ 641,805 $ 105,787 $ 525,920 $ 10,098 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 669 As of January 31, 2016 $ 10,098 |
Quantitative Information on Level 3 Fair Value Measurement | Quantitative information about our Level 3 fair value measurement during the fiscal ended January 31, 2016 for contingent purchase consideration is as follows: Unobservable Inputs Range Total expected payments (in thousands) $12,705 - $13,013 Time-to-payments (weighted average) 1.65 yrs - 1.69 yrs Discount rate 15% |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consists of the following: As of January 31, 2016 2015 (In thousands) Furniture and fixtures 4,639 4,455 Computer and office equipment 22,240 20,676 Lab equipment 5,247 4,470 Leasehold improvements 10,140 10,005 Capitalized internal use software 26,551 24,269 Total property and equipment 68,817 63,875 Less: accumulated depreciation and amortization (56,188 ) (52,021 ) Property and equipment, net 12,629 11,854 |
DEVELOPED TECHNOLOGY AND INTA34
DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Developed Technology and Intangible Assets, Net | Developed technology and intangible assets, net consists of the following: As of January 31, 2016 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (In thousands) Developed technology $ 32,359 $ (13,403 ) $ 18,956 $ 24,359 $ (8,485 ) $ 15,874 Intellectual property rights 19,318 (19,115 ) 203 19,318 (18,743 ) 575 Customer relationships and trade names 47,421 (8,953 ) 38,468 39,410 (4,049 ) 35,361 Developed technology and intangible assets $ 99,098 $ (41,471 ) $ 57,627 $ 83,087 $ (31,277 ) $ 51,810 |
Schedule of Expected Amortization Expense | As of January 31, 2016 , the estimated future annual amortization expense is set forth in the table below: Fiscal Year Ending January 31, Estimated Annual Amortization Expense (In thousands) 2017 11,271 2018 9,888 2019 8,745 2020 8,689 2021 5,243 Thereafter 13,791 Total $ 57,627 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory was as follows: As of January 31, 2016 2015 (in thousands) Raw Materials $ 1,378 $ 1,473 Finished Goods 16,157 18,868 Total Inventory $ 17,535 $ 20,341 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: As of January 31, 2016 2015 (In thousands) Compensation and vacation $ 20,796 $ 24,625 Marketing and promotions 1,198 2,656 Legal services 1,104 3,453 Redeemable gift certificates for subscriptions 2,350 2,370 Interest payable 3,521 4,236 Royalties 7,524 8,042 Transition and restructuring 6,493 — Guaranteed and contingent purchase consideration, current 5,417 — Other 4,902 9,049 Total accrued liabilities $ 53,305 $ 54,431 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum operating lease payments as of January 31, 2016, are as follows: Fiscal Year Ending January 31, Lease Payments (In thousands) 2017 $3,750 2018 $722 2019 $545 Total $5,017 |
CONVERTIBLE SENIOR NOTES CONVER
CONVERTIBLE SENIOR NOTES CONVERTIBLE SENIOR NOTES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Senior Notes | The following table reflects the carrying value of the Company's convertible senior notes: As of January 31, 2016 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 (43,638 ) (49,938 ) Net carrying amount of 2.0% Notes due 2021 186,362 180,062 Total convertible debt 318,862 352,562 Less: Convertible short-term debt 132,500 — Convertible long-term debt $ 186,362 $ 352,562 |
4.0% Notes due 2016 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Cost Recognized | 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: Fiscal Year Ended January 31, 2016 2015 (In Thousands) Contractual interest coupon $ 6,376 $ 6,900 Amortization of debt issuance costs 884 961 Total interest cost recognized $ 7,260 $ 7,861 |
2.0% Notes due 2021 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Cost Recognized | 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: Fiscal Year Ended January 31, 2016 2015 (In Thousands) Contractual interest coupon $ 4,600 $ 1,648 Amortization of debt issuance cost 702 250 Amortization of debt discount 6,301 2,171 Total interest cost recognized $ 11,603 $ 4,069 |
EQUITY INCENTIVE PLANS (Tables)
EQUITY INCENTIVE PLANS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock options activity and related information for the fiscal years ended January 31, 2016 , 2015 , and 2014 is as follows: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at January 31, 2013 8,657 $ 7.42 3.84 $ 51,431 Grants 235 12.12 Exercises (1,014 ) 7.76 Forfeitures or expirations (214 ) 9.89 Outstanding at January 31, 2014 7,664 $ 7.45 2.94 $ 38,064 Grants 8 12.39 Exercises (835 ) 7.41 Forfeitures or expirations (108 ) 11.93 Outstanding at January 31, 2015 6,729 $ 7.40 1.96 $ 21,179 Grants — — Exercises (2,136 ) 6.63 Forfeitures or expirations (46 ) 11.38 Outstanding at January 31, 2016 4,547 $ 7.71 1.48 $ 3,890 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about options outstanding at January 31, 2016 : Options Outstanding Exercisable Options Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Shares Weighted Average Exercise Prices (in thousands) (in thousands) $ 5.25 - $ 5.25 7 0.89 $ 5.25 7 $ 5.25 $ 5.53 - $ 6.18 1,401 1.13 $ 6.18 1,401 $ 6.18 $ 6.39 - $ 6.71 625 0.38 $ 6.57 625 $ 6.57 $ 6.78 - $ 7.38 256 1.15 $ 7.32 256 $ 7.32 $ 7.49 - $ 7.49 545 1.39 $ 7.49 545 $ 7.49 $ 7.54 - $ 8.87 251 1.55 $ 8.11 248 $ 8.11 $ 8.94 - $ 8.94 762 2.15 $ 8.94 762 $ 8.94 $ 8.95 - $ 10.73 459 2.16 $ 9.73 442 $ 9.73 $ 10.80 - $ 17.16 236 3.47 $ 12.38 176 $ 12.46 $ 18.17 - $ 18.17 5 1.22 $ 18.17 5 $ 18.17 Total 4,547 1.48 $ 7.71 4,467 $ 7.65 |
Schedule of Stock Options Outstanding | Information regarding stock options outstanding at January 31, 2016 is summarized as follows: Shares Weighted- Weighted- Aggregate (in thousands) (in thousands) Options outstanding 4,547 $ 7.71 1.48 $ 3,890 Options vested and expected to vest 4,541 $ 7.71 1.48 $ 3,890 Options exercisable 4,467 $ 7.65 1.43 $ 3,890 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the activities for the Company’s unvested RSAs and RSUs for the three years ended January 31, 2016 , 2015 , and 2014 : Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Unvested stock at January 31, 2013 5,477 $ 10.85 Granted 2,979 $ 12.27 Vested (3,197 ) $ 12.08 Forfeited (472 ) $ 11.47 Unvested stock at January 31, 2014 4,787 $ 11.88 Granted 2,834 $ 11.05 Vested (2,789 ) $ 12.08 Forfeited (272 ) $ 11.61 Unvested stock at January 31, 2015 4,560 $ 11.26 Granted 2,812 $ 9.86 Vested (2,049 ) $ 12.03 Forfeited (156 ) $ 11.64 Unvested stock at January 31, 2016 5,167 $ 10.09 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Total stock-based compensation for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively is as follows: Fiscal Year Ended January 31, 2016 2015 2014 (In thousands) Cost of service and software revenues $ 1,778 $ 1,870 $ 2,032 Cost of technology revenues 1,423 1,247 1,626 Cost of hardware revenues 132 251 304 Research and development 7,458 11,460 13,717 Sales and marketing 4,754 4,765 5,631 General and administrative 13,381 14,088 14,455 Transition and restructuring 6,399 — — Stock-based compensation before income taxes $ 35,325 $ 33,681 $ 37,765 Income tax benefit $ (9,941 ) $ (7,509 ) $ (9,789 ) Total stock-based compensation $ 25,384 $ 26,172 $ 27,976 |
Schedule of Share-based Payment Award Valuation Assumptions | The weighted average assumptions used for the twelve months ended January 31, 2016 , 2015 , and 2014 , respectively, and the resulting estimates of weighted-average fair value per share of options and ESPP shares granted during those periods are as follows: ESPP Stock Options Market-based Awards Fiscal Year Ended January 31, 2016 2015 2014 2016 2015 2014 2016 2015 2014 Expected life (in years) 0.80 0.82 0.80 * 4.40 4.39 ** ** ** Volatility 29 % 48 % 57 % * 46 % 51 % 34 % 37 % 57 % Average risk free interest rate 0.10 % 0.13 % 0.64 % * 1.54 % 1.07 % 1.04 % 1.29 % 0.56 % Dividend Yield — % — % — % * — % — % — % — % — % Correlation Coefficient ** ** ** ** ** ** 58 % 53 % ** Weighted-average fair value during the period $3.43 $3.72 $3.21 * $4.84 $5.12 $7.37 $8.70 $10.58 (*) The Company granted no options during the twelve months ended January 31, 2016. (**) The assumption was not utilized for the instrument in the corresponding period. |
STOCK REPURCHASES (Tables)
STOCK REPURCHASES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Schedule of Shares and Cost of Shares Repurchased Under Repurchase Program | The shares repurchased under our repurchase programs and the total cost of repurchased shares, including commissions, during the fiscal years ended January 31, 2016 , 2015 , and 2014 were as follows: Fiscal Year Ended January 31, 2016 2015 2014 Shares repurchased 1,889,226 27,247,761 8,786,953 Total cost of repurchased shares (In thousands) $ 20,330 $ 345,815 $ 100,468 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Profit (Loss) Before Income Taxes for Domestic and Foreign Operations | The following table presents the profit/loss before income taxes for domestic and foreign operations: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Domestic $ 35,795 $ 53,213 $ 103,905 Foreign 2,223 — — Total $ 38,018 $ 53,213 $ 103,905 |
Schedule of Components of Income Tax Expense (Benefit) | Fiscal Year Ended January 31, 2016 2015 2014 Current: (in thousands) Federal $ (658 ) $ 20,493 $ (38 ) State 761 5,982 3,240 Foreign 2,157 538 — Total $ 2,260 $ 27,013 $ 3,202 Deferred: Federal $ 13,188 $ (1,289 ) $ (167,382 ) State 1,108 (3,343 ) (3,731 ) Foreign (235 ) — — Total $ 14,061 $ (4,632 ) $ (171,113 ) Provision (benefit) for income taxes $ 16,321 $ 22,381 $ (167,911 ) |
Schedule of Effective Income Tax Rate Reconciliation | The income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income (loss) as a result of the following: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Federal tax at statutory rate $ 13,308 $ 18,625 $ 36,367 State taxes 1,742 757 1,628 Stock based compensation 534 235 559 Federal research tax credit (1,561 ) (1,682 ) 333 Non-deductible compensation expense 1,251 4,448 3,209 Non-deductible acquisition expenses 1,338 — — Non-deductible expenses and other 65 639 1,163 Domestic manufacturing deduction — (641 ) — Foreign Rate differential (356 ) — — Change in valuation allowance — — (211,170 ) Total tax expense (benefit) $ 16,321 $ 22,381 $ (167,911 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets are presented below: As of January 31, 2016 2015 Deferred tax assets: (in thousands) Net operating loss carryforwards $ 34,869 $ 21,726 Research and alternative minimum tax credits 24,809 19,144 Deferred revenue and rent 111,330 144,116 Capitalized research and development 3,153 4,680 Stock-based compensation 12,863 11,605 Other 12,556 14,579 Total deferred tax assets 199,580 215,850 Deferred tax liabilities: TiVo Research, Cubiware, and Digitalsmiths intangibles (17,721 ) (18,536 ) Total deferred tax liabilities (17,721 ) (18,536 ) Valuation allowance (28,728 ) (27,041 ) Net deferred tax assets (liabilities) $ 153,131 $ 170,273 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | The aggregate changes in the balance of gross unrecognized tax benefits were as follows: Fiscal Year Ended January 31, 2016 2015 2014 (in thousands) Beginning Balance $ 17,005 $ 15,163 14,812 Additions based on tax positions related to current year 1,270 1,396 1,583 Additions for tax positions in prior years — — 23 Additions for tax positions related to acquisition — 446 — Lapse of statute of limitations — — (154 ) Reduction for tax positions of prior years $ — $ — (1,101 ) Ending Balance $ 18,275 $ 17,005 $ 15,163 |
Schedule of Open Tax Years | The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The open tax years for the major jurisdictions are as follows: Federal 2013 – 2016 California 2012 – 2016 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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: Fiscal Year Ended January 31, 2016 2015 2014 (income/(loss) in thousands) Numerator: Net income $ 21,697 $ 30,832 $ 271,816 Interest on dilutive notes, net of tax — 5,005 5,009 Net Income for purpose of computing net income per diluted share 21,697 35,837 276,825 Denominator: Weighted average shares outstanding, excluding unvested restricted stock 92,763,835 106,799,817 118,445,466 Weighted average effect of dilutive securities: Stock options, restricted stock, and employee stock purchase plan 3,109,979 4,517,457 4,893,804 4% Notes due 2016 — 15,462,193 15,462,193 Denominator for diluted net income per common share 95,873,814 126,779,467 138,801,463 Basic net income per common share $ 0.23 $ 0.29 $ 2.29 Diluted net income per common share $ 0.23 $ 0.28 $ 1.99 |
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 fiscal years ended January 31, 2016 , 2015 , and 2014 do not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive: As of January 31, 2016 2015 2014 Unvested restricted stock 4,954 219 3,068 Options to purchase common stock 530,202 377,432 592,761 4.0% Notes due 2016 14,267,047 — — 2.0% Notes due 2021 12,904,679 4,839,255 — Common stock warrants 12,904,679 4,839,255 — Total 40,611,561 10,056,161 595,829 |
SETTLEMENTS (Tables)
SETTLEMENTS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Minimums Under Licensing Agreement, Revenue and Cash Received and Due | Revenue and cash under our licensing agreements with EchoStar, AT&T, Verizon, and Cisco and Google/Motorola Mobility through January 31, 2016 have been: Licensing Related Technology Revenues Cash Received Fiscal Year Ending January 31, (in thousands) 2012 $35,275 $117,679 2013 77,340 86,855 2014 141,583 469,776 2015 179,271 93,209 2016 181,591 87,591 Total $615,060 $855,110 Based on current GAAP, revenue and cash from the contractual minimums (i.e. the following amounts do not include any additional revenues from our AT&T or Verizon agreements) under all our licensing agreements with EchoStar, AT&T, Verizon, and Cisco and Google/Motorola Mobility are expected to be recognized (revenues) and received (cash) on an annual basis for the fiscal years as follows: Licensing Related Technology Revenues Minimum Cash Due Fiscal Year Ending January 31, (in thousands) 2017 $173,129 $89,595 2018 174,411 83,579 2019 88,629 31,139 2020 1,855 — 2021 1,855 — 2022 - 2024 4,483 — Total $444,362 $204,313 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 [Table Text Block] | 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 |
SELECTED QUARTERLY FINANCIAL 46
SELECTED QUARTERLY FINANCIAL STATEMENTS (UNAUDITED) (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents certain unaudited statements of operations data for the Company's eight most recent quarters ended January 31, 2016 . In management’s opinion, this unaudited information has been prepared on the same basis as the audited annual financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair representation of the unaudited information for the quarters presented. This information should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto, included elsewhere in this annual report. The results of operations for any quarter are not necessarily indicative of results that may be expected for any future period. Three Months Ended Jan 31, 2016 Oct 31, 2015 Jul 31, 2015 Apr 30, 2015 Jan 31, 2015 Oct 31, 2014 Jul 31, 2014 Apr 30, 2014 (unaudited, in thousands except per share and share amounts) Revenues Service and software revenues $ 47,557 $ 44,674 $ 43,098 $ 39,849 $ 40,498 $ 36,705 $ 36,909 $ 35,895 Technology revenues 54,190 58,135 55,998 52,571 51,171 51,359 49,717 50,106 Hardware revenues 21,362 29,506 20,358 22,314 22,463 30,366 25,232 21,058 Net revenues 123,109 132,315 119,454 114,734 114,132 118,430 111,858 107,059 Cost of revenues Cost of service and software revenues 17,160 17,766 15,171 15,439 17,037 14,970 13,750 13,850 Cost of technology revenues 8,176 10,404 8,710 6,136 5,910 6,567 5,669 4,544 Cost of hardware revenues 23,994 30,837 20,185 22,571 25,041 28,176 22,524 19,764 Total cost of revenues 49,330 59,007 44,066 44,146 47,988 49,713 41,943 38,158 Gross margin 73,779 73,308 75,388 70,588 66,144 68,717 69,915 68,901 Operating expenses Research and development 28,410 28,027 26,309 25,014 25,265 25,546 25,051 26,347 Sales and marketing 11,662 12,172 11,930 10,941 10,910 10,544 10,284 10,315 Sales and marketing, subscription acquisition costs 5,209 3,612 1,117 1,691 3,455 2,734 1,212 1,505 General and administrative 15,624 13,461 15,880 14,822 14,076 14,292 15,760 15,354 Transition and restructuring 12,820 — — — — — — — Income from operations 54 16,036 20,152 18,120 12,438 15,601 17,608 15,380 Interest income 1,263 1,067 953 885 969 1,070 964 1,144 Interest expense and other income (expense) (4,594 ) (6,040 ) (5,044 ) (4,834 ) (4,822 ) (3,197 ) (1,966 ) (1,976 ) Income (loss) before income taxes (3,277 ) 11,063 16,061 14,171 8,585 13,474 16,606 14,548 Benefit from (provision for) income taxes 3,476 (5,783 ) (7,722 ) (6,292 ) (1,529 ) (7,129 ) (7,299 ) (6,424 ) Net income $ 199 $ 5,280 $ 8,339 $ 7,879 $ 7,056 $ 6,345 $ 9,307 $ 8,124 Net income per common share Basic $ — $ 0.06 $ 0.09 $ 0.09 $ 0.07 $ 0.06 $ 0.08 $ 0.07 Diluted $ — $ 0.06 $ 0.09 $ 0.08 $ 0.07 $ 0.06 $ 0.08 $ 0.07 Income for purposes of computing net income per share: Basic 199 5,280 8,339 7,879 7,056 6,345 9,307 8,124 Diluted 199 5,280 9,595 9,130 8,308 6,345 10,545 9,375 Weighted average common and common equivalent shares: Basic 93,050,986 92,759,485 92,382,999 91,454,492 96,287,902 107,497,734 110,036,235 113,381,677 Diluted 95,357,996 95,188,262 110,381,018 110,544,699 115,667,159 111,870,407 129,249,175 133,204,128 |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cash and Cash Equivalents) (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Jan. 31, 2015 |
Accounting Policies [Abstract] | ||
Amounts due from banks for credit card, debit card and EBT transactions | $ 1 | $ 1.4 |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Receivables) (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Jan. 31, 2015 |
MSO Service Revenue [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unbilled receivables | $ 9.8 | $ 6.2 |
AT&T Technology Revenue [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unbilled receivables | $ 4.6 | $ 6.4 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning Balance | $ 647 | $ 429 | $ 362 |
Charged to Operating Expenses | (64) | 424 | 253 |
Deductions/Additions | (62) | (206) | (186) |
Ending Balance | $ 521 | $ 647 | $ 429 |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Property and Equipment) (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Furniture and Fixture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Capitalized Software for Internal Use [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Capitalized Software for Internal Use [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Goodwill) (Details) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016USD ($)reporting_unit | Jan. 31, 2015USD ($) | |
Accounting Policies [Abstract] | ||
Number of reporting units | reporting_unit | 1 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 99,364 | $ 12,266 |
Goodwill Acquired | 10,436 | 87,098 |
Foreign currency translation adjustments | (1,065) | |
Balance at end of period | $ 108,735 | $ 99,364 |
SUMMARY OF SIGNIFICANT ACCOUN52
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Intangible Assets) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Non-cash impairment charges | $ 0 | $ 0 | $ 4,800,000 |
TRA Global, Inc. [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Non-cash impairment charges | $ 4,500,000 | ||
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangibles, useful life | 2 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangibles, useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Revenue Recognition) (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Product lifetime subscriptions, amortization period | 66 months |
Subscription cancellation period for full refund | 30 days |
Product return period for end users | 30 days |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Advertising Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 6.1 | $ 2.3 | $ 4.9 |
Advertising media expense | $ 5.2 | $ 2.1 | $ 3.4 |
SUMMARY OF SIGNIFICANT ACCOUN55
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Revenue and Long-lived Assets by Geographic Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 123,109 | $ 132,315 | $ 119,454 | $ 114,734 | $ 114,132 | $ 118,430 | $ 111,858 | $ 107,059 | $ 489,612 | $ 451,479 | $ 406,253 |
Long-lived assets | 12,629 | 11,854 | 12,629 | 11,854 | |||||||
United States of America [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 396,731 | 408,538 | 379,746 | ||||||||
Long-lived assets | 11,809 | 11,378 | 11,809 | 11,378 | |||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 49,811 | 26,055 | 25,380 | ||||||||
International [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 43,070 | 16,886 | $ 1,127 | ||||||||
Long-lived assets | $ 820 | $ 476 | $ 820 | $ 476 |
SUMMARY OF SIGNIFICANT ACCOUN56
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concentration Risk) (Details) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Net Revenues [Member] | DISH [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage of net revenue | 11.00% | ||
Net Revenues [Member] | Google and Cisco in connection with Motorola/Cisco settlement [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage of net revenue | 15.00% | 16.00% | 11.00% |
Accounts Receivable [Member] | Virgin Media [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 22.00% | ||
Accounts Receivable [Member] | AT&T [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.00% | ||
Accounts Receivable [Member] | Cogeco Cable Canada [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% | 11.00% | |
Accounts Receivable [Member] | DIRECTV [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% |
SUMMARY OF SIGNIFICANT ACCOUN57
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - USD ($) $ in Millions | Jan. 31, 2016 | Jan. 31, 2015 |
Prepaid Expenses, Other Current and Noncurrent Assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs to be presented as direct deduction from debt liability | $ 4.1 | $ 6.1 |
CASH AND INVESTMENTS (Schedule
CASH AND INVESTMENTS (Schedule of Investments) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 |
Adjusted Cost | ||||
Total cash and cash equivalents | $ 159,390 | $ 178,214 | ||
Current marketable debt securities | 487,091 | 564,770 | ||
Total cash, cash equivalents, and marketable debt securities | 646,481 | 742,984 | ||
Gross Unrealized Gains | ||||
Total cash and cash equivalents | 5 | 3 | ||
Current marketable debt securities | 82 | 149 | ||
Total cash, cash equivalents, and marketable debt securities | 87 | 152 | ||
Gross Unrealized Losses | ||||
Total cash and cash equivalents | (3) | 0 | ||
Current marketable debt securities | (496) | (175) | ||
Total cash, cash equivalents, and marketable debt securities | (499) | (175) | ||
Fair Value | ||||
Cash equivalents | 159,392 | 178,217 | $ 253,713 | $ 157,104 |
Current marketable debt securities | 486,677 | 564,744 | ||
Total cash, cash equivalents, and marketable debt securities | 646,069 | 742,961 | ||
Cash [Member] | ||||
Adjusted Cost | ||||
Total cash and cash equivalents | 14,362 | 29,135 | ||
Gross Unrealized Gains | ||||
Total cash and cash equivalents | 0 | 0 | ||
Gross Unrealized Losses | ||||
Total cash and cash equivalents | 0 | 0 | ||
Fair Value | ||||
Cash | 14,362 | 29,135 | ||
Commercial Paper [Member] | ||||
Adjusted Cost | ||||
Total cash and cash equivalents | 31,576 | 48,207 | ||
Current marketable debt securities | 47,692 | 85,031 | ||
Gross Unrealized Gains | ||||
Total cash and cash equivalents | 4 | 3 | ||
Current marketable debt securities | 1 | 31 | ||
Gross Unrealized Losses | ||||
Total cash and cash equivalents | 0 | 0 | ||
Current marketable debt securities | (3) | 0 | ||
Fair Value | ||||
Cash equivalents | 31,580 | 48,210 | ||
Current marketable debt securities | 47,690 | 85,062 | ||
Money Market Funds [Member] | ||||
Adjusted Cost | ||||
Total cash and cash equivalents | 105,787 | 100,872 | ||
Gross Unrealized Gains | ||||
Total cash and cash equivalents | 0 | 0 | ||
Gross Unrealized Losses | ||||
Total cash and cash equivalents | 0 | 0 | ||
Fair Value | ||||
Cash equivalents | 105,787 | 100,872 | ||
Corporate Debt Securities [Member] | ||||
Adjusted Cost | ||||
Total cash and cash equivalents | 7,665 | |||
Current marketable debt securities | 387,927 | 416,391 | ||
Gross Unrealized Gains | ||||
Total cash and cash equivalents | 1 | |||
Current marketable debt securities | 66 | 112 | ||
Gross Unrealized Losses | ||||
Total cash and cash equivalents | (3) | |||
Current marketable debt securities | (464) | (170) | ||
Fair Value | ||||
Cash equivalents | 7,663 | |||
Current marketable debt securities | 387,529 | 416,333 | ||
Certificates of Deposit [Member] | ||||
Adjusted Cost | ||||
Current marketable debt securities | 7,000 | 27,400 | ||
Gross Unrealized Gains | ||||
Current marketable debt securities | 0 | 0 | ||
Gross Unrealized Losses | ||||
Current marketable debt securities | 0 | 0 | ||
Fair Value | ||||
Current marketable debt securities | 7,000 | 27,400 | ||
Foreign Government Securities [Member] | ||||
Adjusted Cost | ||||
Current marketable debt securities | 9,458 | 10,851 | ||
Gross Unrealized Gains | ||||
Current marketable debt securities | 2 | 0 | ||
Gross Unrealized Losses | ||||
Current marketable debt securities | (8) | (2) | ||
Fair Value | ||||
Current marketable debt securities | 9,452 | 10,849 | ||
Variable-rate Demand Notes [Member] | ||||
Adjusted Cost | ||||
Current marketable debt securities | 215 | 285 | ||
Gross Unrealized Gains | ||||
Current marketable debt securities | 0 | 0 | ||
Gross Unrealized Losses | ||||
Current marketable debt securities | 0 | 0 | ||
Fair Value | ||||
Current marketable debt securities | 215 | 285 | ||
Asset and Mortgage-backed Securities [Member] | ||||
Adjusted Cost | ||||
Current marketable debt securities | 21,002 | 18,864 | ||
Gross Unrealized Gains | ||||
Current marketable debt securities | 2 | 0 | ||
Gross Unrealized Losses | ||||
Current marketable debt securities | (17) | (3) | ||
Fair Value | ||||
Current marketable debt securities | 20,987 | 18,861 | ||
Municipal Bonds [Member] | ||||
Adjusted Cost | ||||
Current marketable debt securities | 13,797 | 5,948 | ||
Gross Unrealized Gains | ||||
Current marketable debt securities | 11 | 6 | ||
Gross Unrealized Losses | ||||
Current marketable debt securities | (4) | 0 | ||
Fair Value | ||||
Current marketable debt securities | $ 13,804 | $ 5,954 |
CASH AND INVESTMENTS (Narrative
CASH AND INVESTMENTS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Investments and Cash [Abstract] | ||
Cost method investment | $ 2,700 | $ 250 |
CASH AND INVESTMENTS (Investmen
CASH AND INVESTMENTS (Investment Maturity Date) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Investments and Cash [Abstract] | ||
Due within 1 year | $ 361,365 | $ 451,571 |
Due within 1 year through 5 years | 125,097 | 112,888 |
Due within 5 years through 10 years | 0 | 0 |
Due after 10 years | 215 | 285 |
Total | $ 486,677 | $ 564,744 |
FAIR VALUE (Narrative) (Details
FAIR VALUE (Narrative) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Debt Instrument [Line Items] | ||
Cost method investment | $ 2,700 | $ 250 |
4.0% Notes due 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, carrying value | 132,500 | 172,500 |
Convertible debt, fair value | 133,000 | 193,700 |
2.0% Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible debt, carrying value | 186,400 | 180,100 |
Convertible debt, fair value | $ 195,500 | $ 211,100 |
FAIR VALUE (Fair Value by Balan
FAIR VALUE (Fair Value by Balance Sheet Grouping) (Details) - Recurring [Member] - USD ($) | Jan. 31, 2016 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 641,805,000 | $ 713,826,000 |
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 | 105,787,000 | 100,872,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 525,920,000 | 612,954,000 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 10,098,000 | 0 |
Acquisition Purchase Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Liabilities | 10,098,000 | |
Acquisition 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] | ||
Contingent Liabilities | 0 | |
Acquisition Purchase Consideration [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Liabilities | 0 | |
Acquisition Purchase Consideration [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Liabilities | 10,098,000 | |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 31,580,000 | 48,210,000 |
Commercial Paper [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] | ||
Cash equivalents | 0 | 0 |
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 31,580,000 | 48,210,000 |
Commercial Paper [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 105,787,000 | 100,872,000 |
Money Market Funds [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] | ||
Cash equivalents | 105,787,000 | 100,872,000 |
Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money Market Funds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,663,000 | |
Short-term investments | 387,529,000 | 416,333,000 |
Corporate Debt Securities [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] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Corporate Debt Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,663,000 | |
Short-term investments | 387,529,000 | 416,333,000 |
Corporate Debt Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 7,000,000 | 27,400,000 |
Certificates of Deposit [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 | 0 |
Certificates of Deposit [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 7,000,000 | 27,400,000 |
Certificates of Deposit [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 47,690,000 | 85,062,000 |
Commercial Paper [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 | 0 |
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 47,690,000 | 85,062,000 |
Commercial Paper [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Foreign Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9,452,000 | 10,849,000 |
Foreign Government Securities [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 | 0 |
Foreign Government Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9,452,000 | 10,849,000 |
Foreign Government Securities [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Variable-rate Demand Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 215,000 | 285,000 |
Variable-rate Demand Notes [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 | 0 |
Variable-rate Demand Notes [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 215,000 | 285,000 |
Variable-rate Demand Notes [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Asset- and Mortgage-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 20,987,000 | 18,861,000 |
Asset- and Mortgage-backed Securities | 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 | 0 |
Asset- and Mortgage-backed Securities | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 20,987,000 | 18,861,000 |
Asset- and Mortgage-backed Securities | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Municipal Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 13,804,000 | 5,954,000 |
Municipal Bonds [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 | 0 |
Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 13,804,000 | 5,954,000 |
Municipal Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | $ 0 |
FAIR VALUE (Change in Fair Valu
FAIR VALUE (Change in Fair Value of Contingent Consideration) (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Fair Value, Contingent Purchase Consideration [Roll Forward] | ||||
Balance at beginning of period | $ 9,429 | |||
Add: Change in fair value of contingent purchase consideration | 669 | $ 669 | $ 0 | $ 0 |
Balance at end of period | $ 10,098 | $ 10,098 |
FAIR VALUE (Quantitative Inform
FAIR VALUE (Quantitative Information) (Details) - USD ($) $ in Thousands | May. 22, 2015 | Jan. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount rate | 15.00% | |
Minimum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Total expected payments | $ 12,705 | |
Time-to-payments (weighted average) | 1 year 7 months 24 days | |
Discount rate | 21.50% | |
Maximum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Total expected payments | $ 13,013 | |
Time-to-payments (weighted average) | 1 year 8 months 8 days | |
Discount rate | 26.50% |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 4,639 | $ 4,455 |
Computer and office equipment | 22,240 | 20,676 |
Lab equipment | 5,247 | 4,470 |
Leasehold improvements | 10,140 | 10,005 |
Capitalized internal use software | 26,551 | 24,269 |
Total property and equipment | 68,817 | 63,875 |
Less: accumulated depreciation and amortization | (56,188) | (52,021) |
Property and equipment, net | $ 12,629 | $ 11,854 |
PROPERTY AND EQUIPMENT, NET (Na
PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 6,600,000 | $ 5,600,000 | $ 5,500,000 |
Non-cash impairment charges | $ 0 | $ 0 | 4,800,000 |
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Non-cash impairment charges | $ 296,000 |
DEVELOPED TECHNOLOGY AND INTA67
DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET (Developed Technology and Intangible Assets, Net) (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross | $ 99,098,000 | $ 83,087,000 | |
Accumulated Amortization | (41,471,000) | (31,277,000) | |
Net | 57,627,000 | 51,810,000 | |
Acquired intangible assets | $ 16,700,000 | ||
Weighted average life | 6 years 10 months 2 days | ||
Non-cash impairment charges | $ 0 | 0 | $ 4,800,000 |
Minimum [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Asset Life in years | 2 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Asset Life in years | 10 years | ||
TRA Global, Inc. [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Non-cash impairment charges | 4,500,000 | ||
Developed technology [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross | $ 32,359,000 | 24,359,000 | |
Accumulated Amortization | (13,403,000) | (8,485,000) | |
Net | 18,956,000 | 15,874,000 | |
Developed technology [Member] | TRA Global, Inc. [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Non-cash impairment charges | 3,000,000 | ||
Intellectual property rights [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross | 19,318,000 | 19,318,000 | |
Accumulated Amortization | (19,115,000) | (18,743,000) | |
Net | 203,000 | 575,000 | |
Customer relationships and trade names [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Gross | 47,421,000 | 39,410,000 | |
Accumulated Amortization | (8,953,000) | (4,049,000) | |
Net | $ 38,468,000 | $ 35,361,000 | |
Customer relationships and trade names [Member] | TRA Global, Inc. [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Non-cash impairment charges | $ 1,500,000 |
DEVELOPED TECHNOLOGY AND INTA68
DEVELOPED TECHNOLOGY AND INTANGIBLE ASSETS, NET (Future Amoritzation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 10,300 | $ 8,200 | $ 4,300 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,017 | 11,271 | ||
2,018 | 9,888 | ||
2,019 | 8,745 | ||
2,020 | 8,689 | ||
2,021 | 5,243 | ||
Thereafter | 13,791 | ||
Net | $ 57,627 | $ 51,810 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 1,378 | $ 1,473 |
Finished Goods | 16,157 | 18,868 |
Total Inventory | $ 17,535 | $ 20,341 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Compensation and vacation | $ 20,796 | $ 24,625 |
Marketing and promotions | 1,198 | 2,656 |
Legal services | 1,104 | 3,453 |
Redeemable gift certificates for subscriptions | 2,350 | 2,370 |
Interest payable | 3,521 | 4,236 |
Royalties | 7,524 | 8,042 |
Transition and restructuring | 6,493 | 0 |
Guaranteed and contingent purchase consideration, current | 5,417 | 0 |
Other | 4,902 | 9,049 |
Total accrued liabilities | $ 53,305 | $ 54,431 |
COMMITMENTS AND CONTINGENCIES71
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Nov. 24, 2015USD ($) | Jan. 31, 2016USD ($)ft² | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Purchase commitments | $ 10,100,000 | |||
Product Warranty Liability [Line Items] | ||||
Product warranty accrual | 401,000 | $ 471,000 | ||
Extended warranty deferred revenue | 1,900,000 | 2,100,000 | ||
Extended warranty deferred cost | 180,000 | 263,000 | ||
Operating Leased Assets [Line Items] | ||||
Rent expense | 3,600,000 | 3,400,000 | $ 3,200,000 | |
Payments for rent | $ 3,700,000 | 3,700,000 | $ 3,700,000 | |
Minimum [Member] | ||||
Product Warranty Liability [Line Items] | ||||
Extended product warranty term (in years) | 2 years | |||
Maximum [Member] | ||||
Product Warranty Liability [Line Items] | ||||
Extended product warranty term (in years) | 3 years | |||
Breach of Contract with Dolby [Member] | ||||
Loss Contingencies [Line Items] | ||||
Period given by Dolby to resolve the breach of contract | 30 days | |||
Amount alleged related with failure to property report and pay royalties | $ 1,700,000 | |||
Amount alleged related with certain third-party hardware products | $ 8,700,000 | |||
Litigation expense | $ 1,100,000 | $ 200,000 | ||
Litigation interest | 400,000 | |||
Range of possible loss, minimum | 0 | |||
Range of possible loss, maximum | $ 8,700,000 | |||
San Jose, California [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Total area of leased property (in sq ft) | ft² | 176,254 |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Future Minimum Lease Payments) (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Lease Payments | |
2,017 | $ 3,750 |
2,018 | 722 |
2,019 | 545 |
Total | $ 5,017 |
TRANSITION AND RESTRUCTURING (D
TRANSITION AND RESTRUCTURING (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Transition and restructuring | $ 12,820 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 12,820 | $ 0 | $ 0 |
Transition and restructuring liabilities | 6,493 | $ 0 | $ 6,493 | $ 0 | |||||||
Market-based Awards [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Number of shares with accelerated vesting | 1,065,916 | ||||||||||
Restricted Stock Awards [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Number of shares with accelerated vesting | 341,666 | ||||||||||
Stock-settled Restricted Stock Units [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Number of shares with accelerated vesting | 240,000 | ||||||||||
Accrued Liabilities [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Transition and restructuring liabilities | $ 6,500 | $ 6,500 | |||||||||
Resignation of Chief Executive Officer [Member] | General and Administrative Expenses [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Transition and restructuring | 12,800 | ||||||||||
Legal and other expenses | 1,000 | ||||||||||
Cash sum payment | 5,400 | ||||||||||
Stock-based compensation | $ 6,400 |
CONVERTIBLE SENIOR NOTES (Narra
CONVERTIBLE SENIOR NOTES (Narrative) (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($)day$ / sharesshares | Mar. 31, 2011USD ($)$ / shares | Jan. 31, 2016USD ($)$ / shares | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($) | Oct. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||||
Net proceeds from the sale of notes | $ 0 | $ 223,623,000 | $ 0 | ||||
Repurchase of notes payable | 41,040,000 | 0 | 0 | ||||
Loss on repurchase of notes payable | (1,141,000) | 0 | 0 | ||||
Reduction in stockholders' equity due to deferred tax liability related to equity component of the notes | (27,520,000) | ||||||
Proceeds from issuance of common stock warrants | 0 | 30,167,000 | $ 0 | ||||
4.0% Notes due 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt, fair value | 133,000,000 | 193,700,000 | |||||
2.0% Notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt, fair value | $ 195,500,000 | 211,100,000 | |||||
2.0% Notes due 2021 [Member] | Any Day Preceding July 1, 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% | ||||||
2.0% Notes due 2021 [Member] | After the Calendar Quarter Ending December 31, 2014 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Threshold trading days | day | 20 | ||||||
Threshold consecutive trading days | 30 days | ||||||
Threshold percentage of stock price trigger | 130.00% | ||||||
Convertible Senior Notes [Member] | 4.0% Notes due 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument stated interest rate (percent) | 4.00% | 4.00% | |||||
Aggregate principal amount | $ 172,500,000 | ||||||
Conversion ratio | 89.6359 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 11.16 | ||||||
Net proceeds from the sale of notes | $ 166,100,000 | ||||||
Repurchased face value | $ 40,000,000 | ||||||
Repurchase of notes payable | 41,000,000 | ||||||
Loss related to premium and commissions | 1,000,000 | ||||||
Loss from write-off of unamortized issuance costs | 101,000 | ||||||
Loss on repurchase of notes payable | $ (1,100,000) | ||||||
Debt issuance costs | $ 6,400,000 | $ 91,000 | |||||
Convertible Senior Notes [Member] | 2.0% Notes due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument stated interest rate (percent) | 2.00% | 2.00% | |||||
Aggregate principal amount | $ 230,000,000 | ||||||
Conversion ratio | 56.1073 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 17.82 | $ 17.82 | |||||
Net proceeds from the sale of notes | $ 223,600,000 | ||||||
Debt issuance costs | 6,400,000 | ||||||
Convertible debt, fair value | $ 177,900,000 | ||||||
Discount rate | 6.00% | ||||||
Residual amount allocated to the equity component accounted for as discount no notes | $ 52,100,000 | ||||||
Reduction in stockholders' equity due to deferred tax liability related to equity component of the notes | 19,300,000 | ||||||
Unamortized debt discount | $ 43,638,000 | $ 49,938,000 | $ 43,600,000 | ||||
Remaining life of the notes (in years) | 5 years 8 months 1 day | ||||||
Debt issuance costs allocated to additional paid-in capital | 1,400,000 | ||||||
Unamortized deferred issuance costs | $ 5,000,000 | $ 4,000,000 | |||||
Average price of common stock (in dollars per share) | $ / shares | $ 24 | $ 24 | |||||
Strike price to closing price, percentage | 75.00% | ||||||
Number of shares covered in hedge transactions | shares | 12.9 | ||||||
Convertible note hedge transaction | $ 54,000,000 | ||||||
Deferred tax asset related to convertible note hedges recorded in stockholders' equity | 20,000,000 | ||||||
Proceeds from issuance of common stock warrants | $ 30,200,000 |
(Schedule of Convertible Senior
(Schedule of Convertible Senior Notes) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 | Jan. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2011 |
Debt Instrument [Line Items] | |||||
Total convertible debt | $ 318,862 | $ 352,562 | |||
Less: Convertible short-term debt | 132,500 | 0 | |||
Convertible long-term debt | $ 186,362 | 352,562 | |||
Convertible Senior Notes [Member] | 4.0% Notes due 2016 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument stated interest rate (percent) | 4.00% | 4.00% | |||
Convertible senior notes, gross | $ 132,500 | 172,500 | |||
Convertible Senior Notes [Member] | 2.0% Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument stated interest rate (percent) | 2.00% | 2.00% | |||
Convertible senior notes, gross | $ 230,000 | 230,000 | |||
Less: Unamortized debt discount | (43,638) | $ (43,600) | (49,938) | ||
Total convertible debt | $ 186,362 | $ 180,062 |
CONVERTIBLE SENIOR NOTES (Debt
CONVERTIBLE SENIOR NOTES (Debt Interest Expense Recognized) (Details) - Convertible Senior Notes [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
4.0% Notes due 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest coupon | $ 6,376 | $ 6,900 |
Amortization of debt issuance costs | 884 | 961 |
Total interest cost recognized | 7,260 | 7,861 |
2.0% Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest coupon | 4,600 | 1,648 |
Amortization of debt issuance costs | 702 | 250 |
Amortization of debt discount | 6,301 | 2,171 |
Total interest cost recognized | $ 11,603 | $ 4,069 |
EQUITY INCENTIVE PLANS (Narrati
EQUITY INCENTIVE PLANS (Narrative) (Details) $ / shares in Units, $ in Thousands | Mar. 28, 2013shares | Aug. 31, 2008shares | Jan. 31, 2016USD ($)period$ / sharesshares | Jan. 31, 2015USD ($)shares | Jan. 31, 2014USD ($)shares | Jan. 31, 2012shares | Jan. 31, 2010shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Acceleration upon change in control and subsequent termination, minimum | 25.00% | ||||||
Acceleration upon change in control and subsequent termination, maximum | 100.00% | ||||||
Stock price (in dollars per share) | $ / shares | $ 7.98 | ||||||
Intrinsic value | $ 8,800 | $ 4,500 | $ 4,800 | ||||
Proceeds from stock options exercised | $ 7,966 | 5,863 | 7,868 | ||||
Restricted stock awards outstanding | shares | 5,200,000 | ||||||
Restricted stock awards aggregate intrinsic value at year end | $ 41,200 | ||||||
Restricted stock and restricted stock units vested in period | 24,600 | 33,700 | 38,600 | ||||
Total compensation cost recognized | 35,325 | 33,681 | 37,765 | ||||
Stock-based compensation expense | $ 35,325 | $ 33,681 | $ 37,765 | ||||
Shares vested and expected to vest (in shares) | shares | 4,541,000 | ||||||
Granted (in shares) | shares | 2,812,000 | 2,834,000 | 2,979,000 | ||||
Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,400 | ||||||
Chief Executive Officer [Member] | Fiscal Year 2010 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 300 | ||||||
Chief Executive Officer [Member] | Fiscal Year 2012 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 64 | ||||||
Chief Executive Officer [Member] | Fiscal Year 2015 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,400 | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 48 months | ||||||
Unrecognized compensation costs, period for recognition | 1 year 4 months | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs, period for recognition | 1 year 8 months 7 days | ||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | 4 years | |||||
Total compensation cost recognized | $ 1,600 | $ 3,600 | |||||
Granted (in shares) | shares | 450,000 | 450,000 | 275,000 | ||||
Restricted Stock [Member] | Executive Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,200 | $ 1,600 | |||||
Granted (in shares) | shares | 375,000 | 289,748 | 150,248 | ||||
Fair value of shares | $ 6,100 | $ 6,400 | |||||
Total unrecognized compensation cost | $ 1,600 | ||||||
Unrecognized compensation costs, period for recognition | 3 years | ||||||
Restricted Stock [Member] | Executive Officer [Member] | Fiscal Year 2015 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 289,748 | ||||||
Total unrecognized compensation cost | $ 743 | ||||||
Unrecognized compensation costs, period for recognition | 2 years | ||||||
Market-based Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Grants in period (in shares) | shares | 300,000 | ||||||
Number of shares modified | shares | 240,000 | ||||||
Total compensation cost recognized | $ 359 | 600 | $ 519 | ||||
Number of shares tied to market value of common stock | shares | 74,250 | ||||||
Performance and Market Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Number of shares modified | shares | 74,250 | ||||||
Total compensation cost recognized | $ 77 | $ 129 | $ 628 | ||||
Number of restricted shares awarded | shares | 225,000 | ||||||
Performance Based Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares vested and expected to vest (in shares) | shares | 150,750 | ||||||
Vesting Every 6 Months | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 36 months | ||||||
Vesting percentage | 17.00% | ||||||
1999 Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum employee subscription rate | 15.00% | ||||||
Award requisite service period | 10 days | ||||||
Employee stock purchase plan purchase percentage of price | 85.00% | ||||||
Number of purchase periods | period | 2 | ||||||
Award purchase period | 6 months | ||||||
Maximum employee stock purchase plan purchase periods | 27 months | ||||||
Shares reserved for issuance - ESPP | shares | 10,000,000 | ||||||
Shares remaining for future purchases | shares | 565,268 | ||||||
2008 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option expiration period | 7 years | ||||||
Options expiration period upon employment terminations | 90 days | ||||||
Shares authorized for option grants | shares | 36,076,116 | ||||||
Number of shares available for grant | shares | 6,332,232 | ||||||
2008 Equity Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants of restricted stock awards, reduction in shares available for grant, ratio | 1.5 | ||||||
2008 Equity Incentive Plan [Member] | One Year [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of shares vesting | 25.00% | ||||||
2008 Equity Incentive Plan [Member] | Remaining 36 months [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of shares vesting | 75.00% |
EQUITY INCENTIVE PLANS (Stock O
EQUITY INCENTIVE PLANS (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | |
Shares: | ||||
Ending Balance Balance (in shares) | 4,547,000 | |||
Weighted-Average Exercise Price (in dollars per share): | ||||
Ending Balance (in dollars per share) | $ 7.71 | |||
Weighted- Average Remaining Contractual Term | 1 year 5 months 23 days | |||
Aggregate Intrinsic Value | $ 3,890 | |||
Stock Option [Member] | ||||
Shares: | ||||
Outstanding Beginning Balance (in shares) | 6,729,000 | 7,664,000 | 8,657,000 | |
Grants (in shares) | 0 | 8,000 | 235,000 | |
Exercises (in shares) | (2,136,000) | (835,000) | (1,014,000) | |
Forfeitures or expirations (in shares) | (46,000) | (108,000) | (214,000) | |
Ending Balance Balance (in shares) | 4,547,000 | 6,729,000 | 7,664,000 | 8,657,000 |
Weighted-Average Exercise Price (in dollars per share): | ||||
Beginning Balance (in dollars per share) | $ 7.40 | $ 7.45 | $ 7.42 | |
Grants (in dollars per share) | 0 | 12.39 | 12.12 | |
Exercises (in dollars per share) | 6.63 | 7.41 | 7.76 | |
Forfeitures or expirations (in dollars per share) | 11.38 | 11.93 | 9.89 | |
Ending Balance (in dollars per share) | $ 7.71 | $ 7.40 | $ 7.45 | $ 7.42 |
Weighted- Average Remaining Contractual Term | 1 year 5 months 23 days | 1 year 11 months 15 days | 2 years 11 months 8 days | 3 years 10 months 2 days |
Aggregate Intrinsic Value | $ 3,890 | $ 21,179 | $ 38,064 | $ 51,431 |
EQUITY INCENTIVE PLANS (Stock79
EQUITY INCENTIVE PLANS (Stock Options Outstanding, By Exercise Price Range) (Details) | 12 Months Ended |
Jan. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Shares | shares | 4,547,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 5 months 23 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 7.71 |
Exercisable Options, Number of Shares | shares | 4,467,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 7.65 |
$ 5.25 - $ 5.25 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 5.25 |
Range of Exercise Prices, Upper Limit | $ 5.25 |
Options Outstanding, Number of Shares | shares | 7,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 10 months 21 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 5.25 |
Exercisable Options, Number of Shares | shares | 7,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 5.25 |
$ 5.53 - $ 6.18 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 5.53 |
Range of Exercise Prices, Upper Limit | $ 6.18 |
Options Outstanding, Number of Shares | shares | 1,401,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 1 month 17 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 6.18 |
Exercisable Options, Number of Shares | shares | 1,401,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 6.18 |
$ 6.39 - $ 6.71 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 6.39 |
Range of Exercise Prices, Upper Limit | $ 6.71 |
Options Outstanding, Number of Shares | shares | 625,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 months 17 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 6.57 |
Exercisable Options, Number of Shares | shares | 625,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 6.57 |
$ 6.78 - $ 7.38 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 6.78 |
Range of Exercise Prices, Upper Limit | $ 7.38 |
Options Outstanding, Number of Shares | shares | 256,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 1 month 24 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 7.32 |
Exercisable Options, Number of Shares | shares | 256,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 7.32 |
$ 7.49 - $ 7.49 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 7.49 |
Range of Exercise Prices, Upper Limit | $ 7.49 |
Options Outstanding, Number of Shares | shares | 545,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 4 months 20 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 7.49 |
Exercisable Options, Number of Shares | shares | 545,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 7.49 |
$ 7.54 - $ 8.87 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 7.54 |
Range of Exercise Prices, Upper Limit | $ 8.87 |
Options Outstanding, Number of Shares | shares | 251,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 6 months 18 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 8.11 |
Exercisable Options, Number of Shares | shares | 248,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 8.11 |
$ 8.94 - $ 8.94 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 8.94 |
Range of Exercise Prices, Upper Limit | $ 8.94 |
Options Outstanding, Number of Shares | shares | 762,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 1 month 24 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 8.94 |
Exercisable Options, Number of Shares | shares | 762,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 8.94 |
$ 8.95 - $ 10.73 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 8.95 |
Range of Exercise Prices, Upper Limit | $ 10.73 |
Options Outstanding, Number of Shares | shares | 459,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 1 month 27 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 9.73 |
Exercisable Options, Number of Shares | shares | 442,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 9.73 |
$ 10.80 - $ 17.16 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 10.8 |
Range of Exercise Prices, Upper Limit | $ 17.16 |
Options Outstanding, Number of Shares | shares | 236,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 5 months 19 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 12.38 |
Exercisable Options, Number of Shares | shares | 176,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 12.46 |
$ 18.17 - $ 18.17 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 18.17 |
Range of Exercise Prices, Upper Limit | $ 18.17 |
Options Outstanding, Number of Shares | shares | 5,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 2 months 19 days |
Options Outstanding, Weighted-Average Exercise Price (in dollars per share) | $ 18.17 |
Exercisable Options, Number of Shares | shares | 5,000 |
Exercisable Options, Weighted Average Exercise Prices (in dollars per share) | $ 18.17 |
EQUITY INCENTIVE PLANS (Options
EQUITY INCENTIVE PLANS (Options Vested and Expected to Vest) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 31, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares outstanding, Shares | shares | 4,547,000 |
Shares outstanding, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 7.71 |
Shares outstanding, Weighted- Average Remaining Contractual Term | 1 year 5 months 23 days |
Shares outstanding, Aggregate Intrinsic Value | $ | $ 3,890 |
Shares vested and expected to vest, Shares | shares | 4,541,000 |
Shares vested and expected to vest, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 7.71 |
Shares vested and expected to vest, Weighted-Average Remaining Contractual Term | 1 year 5 months 23 days |
Shares vested and expected to vest, Aggregate Intrinsic Value | $ | $ 3,890 |
Shares exercisable, Shares | shares | 4,467,000 |
Shares exercisable, Weighted-Average Exercise Price (in dollars per share) | $ / shares | $ 7.65 |
Shares exercisable, Weighted-Average Remaining Contractual Term | 1 year 5 months 4 days |
Shares exercisable, Aggregate Intrinsic Value | $ | $ 3,890 |
EQUITY INCENTIVE PLANS (Unveste
EQUITY INCENTIVE PLANS (Unvested RSAs and RSUs Activity) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Number of Shares: | |||
Unvested Beginning Balance (in shares) | 4,560 | 4,787 | 5,477 |
Granted (in shares) | 2,812 | 2,834 | 2,979 |
Vested (in shares) | (2,049) | (2,789) | (3,197) |
Forfeited (in shares) | (156) | (272) | (472) |
Unvested Ending Balance (in shares) | 5,167 | 4,560 | 4,787 |
Weighted-Average Grant Date Fair Value (in dollars per share): | |||
Nonvested Beginning Balance (in dollars per share) | $ 11.26 | $ 11.88 | $ 10.85 |
Granted (in dollars per share) | 9.86 | 11.05 | 12.27 |
Vested (in dollars per share) | 12.03 | 12.08 | 12.08 |
Forfeited (in dollars per share) | 11.64 | 11.61 | 11.47 |
Nonvested Ending Balance (in dollars per share) | $ 10.09 | $ 11.26 | $ 11.88 |
STOCK-BASED COMPENSATION (Discl
STOCK-BASED COMPENSATION (Disclosure of Share-based Compensation Arrangements by Share-based Payment Award) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | $ 35,325 | $ 33,681 | $ 37,765 |
Income tax benefit | (9,941) | (7,509) | (9,789) |
Total stock-based compensation | 25,384 | 26,172 | 27,976 |
Cost of Service and Software Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 1,778 | 1,870 | 2,032 |
Cost of Technology Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 1,423 | 1,247 | 1,626 |
Cost of Hardware Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 132 | 251 | 304 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 7,458 | 11,460 | 13,717 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 4,754 | 4,765 | 5,631 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | 13,381 | 14,088 | 14,455 |
Transition and Restructuring [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation before income taxes | $ 6,399 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Share-based Payment Award Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 9 months 18 days | 9 months 25 days | 9 months 18 days |
Volatility | 29.00% | 48.00% | 57.00% |
Average risk free interest rate | 0.10% | 0.13% | 0.64% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value during the period (in dollars per share) | $ 3.43 | $ 3.72 | $ 3.21 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 4 years 4 months 24 days | 4 years 4 months 20 days | |
Volatility | 46.00% | 51.00% | |
Average risk free interest rate | 1.54% | 1.07% | |
Dividend Yield | 0.00% | 0.00% | |
Weighted-average fair value during the period (in dollars per share) | $ 4.84 | $ 5.12 | |
Market-based Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 34.00% | 37.00% | 57.00% |
Average risk free interest rate | 1.04% | 1.29% | 0.56% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Correlation Coefficient | 58.00% | 53.00% | |
Weighted-average fair value during the period (in dollars per share) | $ 7.37 | $ 8.70 | $ 10.58 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 463 |
Unrecognized compensation costs, period for recognition | 1 year 4 months |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 22,200 |
Unrecognized compensation costs, period for recognition | 1 year 8 months 7 days |
STOCK REPURCHASES (Details)
STOCK REPURCHASES (Details) - USD ($) | 12 Months Ended | 17 Months Ended | 36 Months Ended | ||||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2016 | Jan. 31, 2016 | Sep. 30, 2015 | Sep. 05, 2014 | |
Equity [Abstract] | |||||||
Shares repurchased | 1,889,226 | 27,247,761 | 8,786,953 | 21,538,339 | 37,923,940 | ||
Shares repurchased, value | $ 20,330,000 | $ 345,815,000 | $ 100,468,000 | $ 266,100,000 | $ 466,600,000 | ||
Authorized amount under repurchase program | $ 550,000,000 | ||||||
Weighted average price of shares repurchased (in dollars per share) | $ 12.36 | ||||||
Remaining authorized amounts under repurchase program | $ 243,900,000 | $ 243,900,000 | $ 243,900,000 | ||||
Convertible Senior Notes [Member] | 4% Notes Due 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repurchased face value | $ 40,000,000 |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Employer matching contribution, percent of match | 50.00% | |
Maximum employer matching contribution | $ 3,000 | |
Match expense recognized | $ 1,400,000 | $ 1,300,000 |
INCOME TAXES (Profit_Loss Befor
INCOME TAXES (Profit/Loss Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ 35,795 | $ 53,213 | $ 103,905 | ||||||||
Foreign | 2,223 | 0 | 0 | ||||||||
Income (loss) before income taxes | $ (3,277) | $ 11,063 | $ 16,061 | $ 14,171 | $ 8,585 | $ 13,474 | $ 16,606 | $ 14,548 | $ 38,018 | $ 53,213 | $ 103,905 |
INCOME TAXES (Components of Inc
INCOME TAXES (Components of Income Tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Current: | |||||||||||
Federal | $ (658) | $ 20,493 | $ (38) | ||||||||
State | 761 | 5,982 | 3,240 | ||||||||
Foreign | 2,157 | 538 | 0 | ||||||||
Total | 2,260 | 27,013 | 3,202 | ||||||||
Deferred: | |||||||||||
Federal | 13,188 | (1,289) | (167,382) | ||||||||
State | 1,108 | (3,343) | (3,731) | ||||||||
Foreign | (235) | 0 | 0 | ||||||||
Total | 14,061 | (4,632) | (171,113) | ||||||||
Total tax expense (benefit) | $ (3,476) | $ 5,783 | $ 7,722 | $ 6,292 | $ 1,529 | $ 7,129 | $ 7,299 | $ 6,424 | $ 16,321 | $ 22,381 | $ (167,911) |
INCOME TAXES (Effective Income
INCOME TAXES (Effective Income Tax Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Statutory rate | 35.00% | 35.00% | 35.00% | ||||||||
Federal tax at statutory rate | $ 13,308 | $ 18,625 | $ 36,367 | ||||||||
State taxes | 1,742 | 757 | 1,628 | ||||||||
Stock based compensation | 534 | 235 | 559 | ||||||||
Federal research tax credit | (1,561) | (1,682) | 333 | ||||||||
Non-deductible compensation expense | 1,251 | 4,448 | 3,209 | ||||||||
Non-deductible acquisition expenses | 1,338 | 0 | 0 | ||||||||
Non-deductible expenses and other | 65 | 639 | 1,163 | ||||||||
Domestic manufacturing deduction | 0 | (641) | 0 | ||||||||
Foreign Rate differential | (356) | 0 | 0 | ||||||||
Change in valuation allowance | 0 | 0 | (211,170) | ||||||||
Total tax expense (benefit) | $ (3,476) | $ 5,783 | $ 7,722 | $ 6,292 | $ 1,529 | $ 7,129 | $ 7,299 | $ 6,424 | $ 16,321 | $ 22,381 | $ (167,911) |
INCOME TAXES (Deferred Tax Asse
INCOME TAXES (Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 34,869 | $ 21,726 |
Research and alternative minimum tax credits | 24,809 | 19,144 |
Deferred revenue and rent | 111,330 | 144,116 |
Capitalized research and development | 3,153 | 4,680 |
Stock-based compensation | 12,863 | 11,605 |
Other | 12,556 | 14,579 |
Total deferred tax assets | 199,580 | 215,850 |
Deferred tax liabilities: | ||
TiVo Research, Cubiware, and Digitalsmiths intangibles | (17,721) | (18,536) |
Total deferred tax liabilities | (17,721) | (18,536) |
Valuation allowance | (28,728) | (27,041) |
Net deferred tax assets (liabilities) | $ 153,131 | $ 170,273 |
INCOME TAXES (Unrecognized Tax
INCOME TAXES (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Beginning Balance | $ 17,005 | $ 15,163 | $ 14,812 | ||
Additions based on tax positions related to current year | 1,270 | 1,396 | 1,583 | ||
Additions for tax positions in prior years | 0 | 0 | 23 | ||
Additions for tax positions related to acquisition | 0 | 446 | 0 | ||
Lapse of statute of limitations | 0 | 0 | (154) | ||
Reduction for tax positions of prior years | $ (2,000) | $ (2,200) | 0 | 0 | (1,101) |
Ending Balance | $ 18,275 | $ 17,005 | $ 18,275 | $ 17,005 | $ 15,163 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||||||||
Tax benefit realized from excess stock options exercised and restricted stock unites vested | $ 0 | $ 1,800,000 | |||||||||
Change in valuation allowance | $ 211,200,000 | ||||||||||
Deferred Tax Assets, Valuation Allowance | $ 28,728,000 | $ 27,041,000 | 28,728,000 | 27,041,000 | |||||||
Net operating loss carryforwards | 34,869,000 | 21,726,000 | 34,869,000 | 21,726,000 | |||||||
Benefit from (provision for) income taxes | 3,476,000 | $ (5,783,000) | $ (7,722,000) | $ (6,292,000) | (1,529,000) | $ (7,129,000) | $ (7,299,000) | $ (6,424,000) | (16,321,000) | (22,381,000) | 167,911,000 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | 2,000,000 | 2,200,000 | 0 | 0 | $ 1,101,000 | ||||||
Unrecognized tax benefits that would impact effective tax rate | 7,700,000 | 7,700,000 | |||||||||
State and Local Jurisdiction [Member] | |||||||||||
Income Tax Contingency [Line Items] | |||||||||||
Deferred Tax Assets, Valuation Allowance | 27,300,000 | $ 26,100,000 | 27,300,000 | 26,100,000 | |||||||
Net operating loss carryforwards | 173,100,000 | 173,100,000 | |||||||||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | California [Member] | |||||||||||
Income Tax Contingency [Line Items] | |||||||||||
Unused Research and Development Tax Credits | 39,400,000 | 39,400,000 | |||||||||
Domestic Tax Authority [Member] | |||||||||||
Income Tax Contingency [Line Items] | |||||||||||
Net operating loss carryforwards | 73,500,000 | 73,500,000 | |||||||||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||||||||||
Income Tax Contingency [Line Items] | |||||||||||
Unused Research and Development Tax Credits | 25,400,000 | 25,400,000 | |||||||||
Internal Revenue Service (IRS) [Member] | 2015 Acquisition [Member] | |||||||||||
Income Tax Contingency [Line Items] | |||||||||||
Net operating loss carryforwards | $ 39,300,000 | 39,300,000 | |||||||||
Benefit from (provision for) income taxes | $ 0 | $ (12,500,000) |
NET INCOME PER COMMON SHARE (Ea
NET INCOME PER COMMON SHARE (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Numerator: | |||||||||||
Net income | $ 199 | $ 5,280 | $ 8,339 | $ 7,879 | $ 7,056 | $ 6,345 | $ 9,307 | $ 8,124 | $ 21,697 | $ 30,832 | $ 271,816 |
Interest on dilutive notes, net of tax | 0 | 5,005 | 5,009 | ||||||||
Net Income for purpose of computing net income per diluted share | $ 199 | $ 5,280 | $ 9,595 | $ 9,130 | $ 8,308 | $ 6,345 | $ 10,545 | $ 9,375 | $ 21,697 | $ 35,837 | $ 276,825 |
Denominator: | |||||||||||
Weighted average shares outstanding, excluding unvested restricted stock | 93,050,986 | 92,759,485 | 92,382,999 | 91,454,492 | 96,287,902 | 107,497,734 | 110,036,235 | 113,381,677 | 92,763,835 | 106,799,817 | 118,445,466 |
Weighted average effect of dilutive securities: | |||||||||||
Stock options, restricted stock, and employee stock purchase plan | 3,109,979 | 4,517,457 | 4,893,804 | ||||||||
4% Notes due 2016 | 0 | 15,462,193 | 15,462,193 | ||||||||
Denominator for diluted net income per common share | 95,357,996 | 95,188,262 | 110,381,018 | 110,544,699 | 115,667,159 | 111,870,407 | 129,249,175 | 133,204,128 | 95,873,814 | 126,779,467 | 138,801,463 |
Basic net income (loss) per common share | $ 0 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.06 | $ 0.08 | $ 0.07 | $ 0.23 | $ 0.29 | $ 2.29 |
Diluted net income (loss) per common share | $ 0 | $ 0.06 | $ 0.09 | $ 0.08 | $ 0.07 | $ 0.06 | $ 0.08 | $ 0.07 | $ 0.23 | $ 0.28 | $ 1.99 |
NET INCOME PER COMMON SHARE (An
NET INCOME PER COMMON SHARE (Anti-Dilutive Shares) (Details) - shares | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 40,611,561 | 10,056,161 | 595,829 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 4,954 | 219 | 3,068 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 530,202 | 377,432 | 592,761 |
Common Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 12,904,679 | 4,839,255 | 0 |
4.0% Notes due 2016 [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 14,267,047 | 0 | 0 |
2.0% Notes due 2021 [Member] | Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from compuation of earnings per share | 12,904,679 | 4,839,255 | 0 |
NET INCOME PER COMMON SHARE NAR
NET INCOME PER COMMON SHARE NARRATIVE (Details) - Convertible Senior Notes [Member] - 2.0% Notes due 2021 [Member] - $ / shares | Jan. 31, 2016 | Sep. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion price (in dollars per share) | $ 17.82 | $ 17.82 |
Average price of common stock (in dollars per share) | $ 24 | $ 24 |
SETTLEMENTS (Narrative) (Detail
SETTLEMENTS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 04, 2012 | Jan. 03, 2012 | Apr. 29, 2011 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Jul. 02, 2013 | Sep. 28, 2012 | Sep. 21, 2012 |
Settlement and Patent License Agreement [Member] | |||||||||||
Technology revenue, net | $ 181,600 | $ 179,300 | $ 141,600 | ||||||||
Dish Network [Member] | |||||||||||
Litigation settlement | $ 500,000 | ||||||||||
Payments for legal settlements | 300,000 | ||||||||||
Future payments due on settlement and patent agreement | 200,000 | ||||||||||
Annual installments due on settlement and patent agreement | 33,300 | ||||||||||
Proceeds from Legal Settlements | 175,700 | ||||||||||
Interest income related to past infringement | 2,900 | ||||||||||
Expected future license royalties receivable | $ 321,400 | ||||||||||
AT&T [Member] | |||||||||||
Litigation settlement | $ 215,000 | ||||||||||
Payments for legal settlements | $ 51,000 | ||||||||||
Future payments due on settlement and patent agreement | 164,000 | ||||||||||
Proceeds from Legal Settlements | 54,400 | ||||||||||
Interest income related to past infringement | 254 | ||||||||||
Expected future license royalties receivable | $ 160,300 | ||||||||||
Quarterly installments (first 4 quarters) | 5,000 | ||||||||||
Quarterly installments (5th quarter and thereafter) | $ 6,500 | ||||||||||
Legal fees | 14,500 | ||||||||||
Payments for fees | $ 4,300 | ||||||||||
Accrued legal expense | $ 10,200 | ||||||||||
Verizon Communications, Inc. [Member] | |||||||||||
Expected future license royalties receivable | $ 171,400 | ||||||||||
Payment terms related to litigation settlement | 250,400 | ||||||||||
Initial payment received | $ 100,000 | ||||||||||
Future payment receivable | 150,400 | ||||||||||
Future quarterly payment receivable | 6,000 | ||||||||||
Past infringement and litigation settlement | 78,400 | ||||||||||
Interest income | $ 568 | ||||||||||
Motorola and Cisco [Member] | |||||||||||
Expected future license royalties receivable | $ 381,100 | ||||||||||
Payment terms related to litigation settlement | 490,000 | ||||||||||
Past infringement and litigation settlement | 108,100 | ||||||||||
Interest income | $ 752 |
SETTLEMENTS (Schedule of Contra
SETTLEMENTS (Schedule of Contractual Minimums Under Licensing Agreement, Revenue and Cash Received and Due) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 60 Months Ended | |||||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | Jan. 31, 2016 | |
Schedule of Contractual Minimums Under Licensing Agreement, Revenue and Cash Received and Due [Line Items] | ||||||||||||||
Licensing Related Technology Revenues | $ 54,190 | $ 58,135 | $ 55,998 | $ 52,571 | $ 51,171 | $ 51,359 | $ 49,717 | $ 50,106 | $ 220,894 | $ 202,353 | $ 165,630 | |||
DISH, AT&T, Verizon, and Cisco and Motorola [Member] | ||||||||||||||
Schedule of Contractual Minimums Under Licensing Agreement, Revenue and Cash Received and Due [Line Items] | ||||||||||||||
Licensing Related Technology Revenues | 181,591 | 179,271 | 141,583 | $ 77,340 | $ 35,275 | $ 615,060 | ||||||||
Cash Received | 87,591 | $ 93,209 | $ 469,776 | $ 86,855 | $ 117,679 | 855,110 | ||||||||
Future Expected Revenue to be Recognized [Abstract] | ||||||||||||||
2,017 | 173,129 | 173,129 | 173,129 | |||||||||||
2,018 | 174,411 | 174,411 | 174,411 | |||||||||||
2,019 | 88,629 | 88,629 | 88,629 | |||||||||||
2,020 | 1,855 | 1,855 | 1,855 | |||||||||||
2,021 | 1,855 | 1,855 | 1,855 | |||||||||||
2022 - 2024 | 4,483 | 4,483 | 4,483 | |||||||||||
Total | 444,362 | 444,362 | 444,362 | |||||||||||
Technology Revenue, Future Minimum Cash Due [Abstract] | ||||||||||||||
2,017 | 89,595 | 89,595 | 89,595 | |||||||||||
2,018 | 83,579 | 83,579 | 83,579 | |||||||||||
2,019 | 31,139 | 31,139 | 31,139 | |||||||||||
2,020 | 0 | 0 | 0 | |||||||||||
2,021 | 0 | 0 | 0 | |||||||||||
2022 - 2024 | 0 | 0 | 0 | |||||||||||
Total | $ 204,313 | $ 204,313 | $ 204,313 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | May. 22, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 |
Business Acquisition [Line Items] | ||||
Fair value of contingent purchase consideration | $ 9,429 | $ 10,098 | ||
Discount rate | 15.00% | |||
Goodwill | $ 108,735 | $ 99,364 | $ 12,266 | |
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 | $ 9,400 | |||
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 | Jan. 31, 2016 | May. 22, 2015 | Jan. 31, 2015 | Jan. 31, 2014 |
Liabilities: | ||||
Goodwill | $ 108,735 | $ 99,364 | $ 12,266 | |
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) - USD ($) $ in Thousands | May. 22, 2015 | Feb. 14, 2014 | Jan. 31, 2016 |
Minimum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 2 years | ||
Maximum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 10 years | ||
Cubiware Corporation [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Fair Value | $ 16,700 | ||
Cubiware Corporation [Member] | Software Technology [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Fair Value | $ 8,900 | ||
Cubiware Corporation [Member] | Software Technology [Member] | Minimum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 5 years | ||
Cubiware Corporation [Member] | Software Technology [Member] | Maximum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 6 years | ||
Cubiware Corporation [Member] | Customer Relationships [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Fair Value | $ 7,300 | ||
Cubiware Corporation [Member] | Customer Relationships [Member] | Minimum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 7 years | ||
Cubiware Corporation [Member] | Customer Relationships [Member] | Maximum [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 9 years | ||
Cubiware Corporation [Member] | Trade Name [Member] | |||
Intangible Assets Acquired as Part of Business Combination [Table] [Line Items] | |||
Asset Life in years | 8 years | ||
Fair Value | $ 500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Thousands | Mar. 15, 2016USD ($) | Feb. 29, 2016USD ($)employee |
Subsequent Event [Line Items] | ||
Number of employees expected to be terminated | employee | 50 | |
Restricted Stock [Member] | ||
Subsequent Event [Line Items] | ||
Expected non-cash benefit before tax related to stock-based compensation expense | $ 531 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Expected cash charges | 3,000 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Expected cash charges | $ 4,000 | |
Convertible Senior Notes [Member] | 4.0% Notes due 2016 [Member] | ||
Subsequent Event [Line Items] | ||
Payment of remaining principal | $ 132,500 |
SELECTED QUARTERLY FINANCIAL102
SELECTED QUARTERLY FINANCIAL STATEMENTS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | |
Revenues | |||||||||||
Service and software revenues | $ 47,557 | $ 44,674 | $ 43,098 | $ 39,849 | $ 40,498 | $ 36,705 | $ 36,909 | $ 35,895 | $ 175,178 | $ 150,007 | $ 138,835 |
Technology revenues | 54,190 | 58,135 | 55,998 | 52,571 | 51,171 | 51,359 | 49,717 | 50,106 | 220,894 | 202,353 | 165,630 |
Hardware revenues | 21,362 | 29,506 | 20,358 | 22,314 | 22,463 | 30,366 | 25,232 | 21,058 | 93,540 | 99,119 | 101,788 |
Net revenues | 123,109 | 132,315 | 119,454 | 114,734 | 114,132 | 118,430 | 111,858 | 107,059 | 489,612 | 451,479 | 406,253 |
Cost of revenues | |||||||||||
Cost of service and software revenues | 17,160 | 17,766 | 15,171 | 15,439 | 17,037 | 14,970 | 13,750 | 13,850 | 65,536 | 59,607 | 49,042 |
Cost of technology revenues | 8,176 | 10,404 | 8,710 | 6,136 | 5,910 | 6,567 | 5,669 | 4,544 | 33,426 | 22,690 | 25,673 |
Cost of hardware revenues | 23,994 | 30,837 | 20,185 | 22,571 | 25,041 | 28,176 | 22,524 | 19,764 | 97,587 | 95,505 | 96,633 |
Total cost of revenues | 49,330 | 59,007 | 44,066 | 44,146 | 47,988 | 49,713 | 41,943 | 38,158 | 196,549 | 177,802 | 171,348 |
Gross margin | 73,779 | 73,308 | 75,388 | 70,588 | 66,144 | 68,717 | 69,915 | 68,901 | 293,063 | 273,677 | 234,905 |
Operating expenses | |||||||||||
Research and development | 28,410 | 28,027 | 26,309 | 25,014 | 25,265 | 25,546 | 25,051 | 26,347 | 107,760 | 102,209 | 106,917 |
Sales and marketing | 11,662 | 12,172 | 11,930 | 10,941 | 10,910 | 10,544 | 10,284 | 10,315 | 46,705 | 42,053 | 39,003 |
Sales and marketing, subscription acquisition costs | 5,209 | 3,612 | 1,117 | 1,691 | 3,455 | 2,734 | 1,212 | 1,505 | 11,629 | 8,906 | 12,521 |
General and administrative | 15,624 | 13,461 | 15,880 | 14,822 | 14,076 | 14,292 | 15,760 | 15,354 | 59,787 | 59,482 | 77,311 |
Transition and restructuring | 12,820 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 12,820 | 0 | 0 |
Income from operations | 54 | 16,036 | 20,152 | 18,120 | 12,438 | 15,601 | 17,608 | 15,380 | 54,362 | 61,027 | 107,255 |
Interest income | 1,263 | 1,067 | 953 | 885 | 969 | 1,070 | 964 | 1,144 | 4,168 | 4,147 | 4,727 |
Interest expense and other income (expense) | (4,594) | (6,040) | (5,044) | (4,834) | (4,822) | (3,197) | (1,966) | (1,976) | (20,512) | (11,961) | (8,077) |
Income (loss) before income taxes | (3,277) | 11,063 | 16,061 | 14,171 | 8,585 | 13,474 | 16,606 | 14,548 | 38,018 | 53,213 | 103,905 |
Benefit from (provision for) income taxes | 3,476 | (5,783) | (7,722) | (6,292) | (1,529) | (7,129) | (7,299) | (6,424) | (16,321) | (22,381) | 167,911 |
Net income | $ 199 | $ 5,280 | $ 8,339 | $ 7,879 | $ 7,056 | $ 6,345 | $ 9,307 | $ 8,124 | $ 21,697 | $ 30,832 | $ 271,816 |
Net income per common share | |||||||||||
Basic (in dollars per share) | $ 0 | $ 0.06 | $ 0.09 | $ 0.09 | $ 0.07 | $ 0.06 | $ 0.08 | $ 0.07 | $ 0.23 | $ 0.29 | $ 2.29 |
Diluted (in dollars per share) | $ 0 | $ 0.06 | $ 0.09 | $ 0.08 | $ 0.07 | $ 0.06 | $ 0.08 | $ 0.07 | $ 0.23 | $ 0.28 | $ 1.99 |
Income for purposes of computing net income per share: | |||||||||||
Basic | $ 199 | $ 5,280 | $ 8,339 | $ 7,879 | $ 7,056 | $ 6,345 | $ 9,307 | $ 8,124 | $ 21,697 | $ 30,832 | $ 271,816 |
Diluted | $ 199 | $ 5,280 | $ 9,595 | $ 9,130 | $ 8,308 | $ 6,345 | $ 10,545 | $ 9,375 | $ 21,697 | $ 35,837 | $ 276,825 |
Weighted average common and common equivalent shares: | |||||||||||
Basic (in shares) | 93,050,986 | 92,759,485 | 92,382,999 | 91,454,492 | 96,287,902 | 107,497,734 | 110,036,235 | 113,381,677 | 92,763,835 | 106,799,817 | 118,445,466 |
Diluted (in shares) | 95,357,996 | 95,188,262 | 110,381,018 | 110,544,699 | 115,667,159 | 111,870,407 | 129,249,175 | 133,204,128 | 95,873,814 | 126,779,467 | 138,801,463 |